The Company is also soliciting consents (the "Solicitation") to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, as well as to reduce the minimum notice period required for optional redemptions of the Notes to three days on the terms and subject to the conditions set forth in the Statement.
The Statement more fully sets forth the terms of the Offer and Solicitation.
The Notes and other information relating to the Offer and Solicitation are listed in the table below:
Notes | CUSIP/ISIN Numbers | Principal Amount | Tender Offer | Early Tender | Total |
4.500% | Rule 144A CUSIP No.: 79911P AB2 Reg S CUSIP No.: P84523 AB8 Rule 144A ISIN: US79911PAB22 Reg S ISIN: USP84523AB85
| $300,000,000 | $985.5 | $30 | $1,015.5 |
(1) Per $1,000 principal amount of Notes validly tendered and accepted. It does not include the Accrued Interest Payment (as defined below). No separate Consent payment or fee is being offered or will be paid to Holders in the Solicitation.
(2) Inclusive of the Early Tender Consideration.
Holders who validly tender and do not validly withdraw their Notes prior to 5:00 p.m., New York City time, on August 2, 2021 (the "Early Tender Date") will be eligible to receive a Total Consideration of $1,015.5 per $1,000 principal amount of Notes tendered and accepted for purchase by SMI, which includes a payment of $30 per $1,000 principal amount of Notes (the "Early Tender Consideration"). Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Time (defined below) will be eligible to receive the Offer consideration of $985.5 per $1,000 principal amount of Notes tendered and accepted for purchase by SMI (the "Tender Offer Consideration").
No separate Consent payment or fee is being offered or will be paid to Holders in the Solicitation.
The Offer is scheduled to expire at 11:59 p.m., New York City time, on August 16, 2021, unless extended or earlier terminated by the Company (the "Expiration Time").
Tendered Notes may be withdrawn and Consents may be revoked in accordance with the terms of the Offer prior to 5:00 p.m., New York City time, on August 2, 2021 (the "Withdrawal Deadline"), but not thereafter, other than as required by applicable law, unless such time is extended by SMI in its sole discretion. Holders who tender Notes after the Withdrawal Deadline will not be permitted to withdraw their tender, except to the extent required by law, and will not be entitled to receive the Early Tender Consideration.
Holders may not tender their Notes without delivering their Consents pursuant to the Solicitation and may not deliver their Consents without tendering their Notes pursuant to the Offer. The Proposed Amendments will not become operative, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered Consents to the Proposed Amendments, have been accepted for payment and we have delivered an officer's certificate to the Trustee certifying that we have paid the Early Tender Consideration to all Holders that have validly tendered (and not validly revoked) Consents on or prior to the Early Tender Date.
The Company has reserved the right to accept for purchase all Notes then validly tendered and not validly withdrawn prior to the Early Tender Date on a date after the Early Tender Date and prior to the Expiration Time, assuming all conditions to the offer have been satisfied at such time (the "Early Settlement Date", which would occur on or about August 4, 2021). On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last applicable interest payment date for the Notes up to, but excluding, the Early Settlement Date on the Notes accepted for purchase. The final settlement date for Notes that are validly tendered and not validly withdrawn after the Early Tender Date and at or prior to the Expiration Date will be promptly after the Expiration Time and is expected to be on or about August 17, 2021, unless the tender offer is extended by the Company in its sole discretion. If the tender offer is not consummated, no such payments will be made.
The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer and the Solicitation is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, that are fully described in the Statement, including the consummation of the Company's concurrent offering of senior guaranteed notes. The Offer is not conditioned on any minimum principal amount of Notes being tendered other than receiving the Requisite Consents to effect the Proposed Amendments.
If, following the Early Settlement Date, any Notes remain outstanding, the Company intends to issue a notice of redemption to redeem such Notes on or about September 18, 2021 (the "Redemption Date") at the redemption price, expressed as a percentage of principal amount of 101.125%, plus accrued and unpaid interest thereon to the Redemption Date.
