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We are pleased to present detailed timelines and checklists that bring together in one place the key dates and related action items required by Route 2015. This timeline assumes an offeror commences a Five Business Day offer and provides details on additional steps in case of either a five or three business day extension.
Any reference to a day or date is to a Business Day and any reference to time is to Eastern time.
Click on one of the hyperlinks below to navigate this section.
Offeror must issue a press release through a widely disseminated news or wire service no later than 10:00 a.m., Eastern time, on the first business day of the offer period with the following information:
For All Route 2015 Offers:
Name of Offeror.
Class of Subject Debt Securities.
Type / Amount of Consideration Offered.
and / or
Expiration Date of the offer.
An "active hyperlink" or an internet address at which a holder can obtain the tender offer documents.
If Qualified Debt Securities Are Offered:
The interest rate on the Qualified Debt Securities. If interest rate is fixed, announce the specific interest rate. If interest rate is not fixed and is based on spread, then announce information listed under "Benchmark Pricing" below.
The minimum acceptance amount, if any, for Qualified Debt Securities.
Any Optional Cash Offer made to Ineligible Holders to receive cash from either the offeror or a dealer manager for such Ineligible Holder’s debt securities in a fixed amount determined by the offeror, in its reasonable judgment, to approximate the value of the Qualified Debt Securities that such Ineligible Holder would have received had it been an Eligible Exchange Offer Participant.
The Maximum Cash Condition, if any, stating that both the Optional Cash Offer and the entire cash tender and/or exchange offer, as the case may, will terminate if the aggregate amount of cash required to paid in connection with the Optional Cash Offer exceeds $[fill in specific amount here].
If Amount of Any Cash Consideration and/or Interest Rate on Any Qualified Debt Securities Is Not Fixed And Is Based On A Spread:
The spread used to determine the amount of consideration offered.
If Qualified Debt Securities are offered and the interest rate or spread is not fixed, then announce a range of not more than 50 basis points applicable to the interest rate or spread for such Qualified Debt Securities.
Corporate Act Email Blast / Electronic Communication
No specific deadline.
Best to send contemporaneously with the publication of the IWD press release or as soon as possible after such publication on the launch date of offer.
Any offeror in a shortened debt tender offer must use "commercially reasonable efforts" to send the IWD press release via email or other electronic communication to "all investors who subscribe to one or more corporate action e-mails or similar lists." A corporate action is any event that will result in a material change to a company and affect its stakeholders, including equity holders as well as debt holders. Stock splits, dividends, mergers, acquisitions and spinoffs are all examples of corporate actions.
to Beneficial Holders
No specific deadline.
Best to commence contemporaneously with the publication of the IWD press release or as soon as possible after such publication on the launch date of offer.
An offeror must use "other customary methods" to expedite the dissemination of information concerning the tender offer to beneficial holders of the subject debt securities. The Route 2015 No-Action Letter does not provide any specific guidance on what customary methods should be employed. Issuers / offerors should consult with their legal counsel and dealer manager, if any.
If the issuer or the offeror is a reporting company under the Exchange Act (including “voluntary filers”), then such reporting company must furnish the IWD press release in a Current Report on Form 8-K (foreign private issuers must use Form 6-K) filed with the SEC no later than 12:00 noon, Eastern time, on the first business day of the offer period.
Final Interest Rate
on Qualified Debt Securities if Range Used
The offeror must issue a press release no later than 9:00 a.m., Eastern time, announcing the final interest rate or spread applicable to Qualified Debt Securities in any instance where the 50 basis point range was used and announced in the IWD press release.
Fix Amount of Cash Consideration and/or Interest Rate on Qualified Debt Securities Based on Fixed Spreads
The offeror must fix the exact amount of consideration and the interest rate (in the case of cash amounts or interest rate based on fixed spreads to a benchmark) on any Qualified Debt Securities no later than 2:00 p.m., Eastern time, on the expiration date of the offer.
Any time prior to the "expiration time" on the Expiration Date.
Route 2015 requires that the expiration time must be 5:00 p.m. or later on the Expiration Date.
Holders are permitted to withdraw previously tendered securities by following the notice and other withdrawal procedures laid out in the Offer to Purchase and/or Exchange Offer document.
Promptly after closing of the offer on the Expiration Date.
An offeror must issue a press release announcing the closing of the offering and the results of the offer.
Close of business on the second business day immediately following the original or any extended Expiration Date
Holders are permitted to tender their subject debt securities at any time prior to the expiration of the offer through a guaranteed delivery procedure by means of a certification by or on behalf of a holder that:
(1) such holder is tendering securities beneficially owned by it, and
(2) that the delivery of such securities will be made no later than the close of business on the second business day after the expiration of the offer.
An offeror must extend the debt tender offer period AND announce such extension no later than 10:00 a.m., Eastern time, on the first business day of the five (5) business day extension period using the IWD protocol, i.e., via a press release through a widely disseminated news or wire service.
If the issuer or the offeror is a reporting company under the Exchange Act (including “voluntary filers”), then such reporting company must describe the change in consideration in sufficient detail in a Current Report on Form 8-K (foreign private issuers must use Form 6-K) filed with the SEC no later than 12:00 noon, Eastern time, on the first business day of the five (5) business day extension period.
An offeror must extend the debt tender offer period AND announce such extension no later than 10:00 a.m., Eastern time, on the first business day of the three (3) business day extension period using the IWD protocol, i.e., via a press release through a widely disseminated news or wire service.
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