Assuming the remaining conditions to the Exchange Offers and Consent Solicitations are satisfied or (to the
extent permitted) waived, settlement of the Exchange Offers is expected to occur on or about the first business day following the Expiration Date and substantially simultaneously with the consummation of the Separation, unless Vylor further extends
or terminates the Exchange Offers (such date and time, as the same may be extended, the “Settlement Date”). Accordingly, Vylor may, in its discretion, further extend each of the Expiration Date and the Settlement Date as necessary to
maintain such sequencing.
Except as described in this press release, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.
Vylor reserves the right to terminate, withdraw, amend or extend an Exchange Offer and Consent Solicitation in its sole discretion, subject to the terms and conditions set forth in the Offering Memorandum.
The Exchange Offers and Consent Solicitations are being made only to holders of EIDP Notes who satisfy the eligibility conditions described under
“Disclaimer” below. Holders of EIDP Notes who desire a copy of the eligibility letter should contact D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations, by phone at
(800) 283-9185 or by email at vylor@dfking.com. Banks and brokers should call (646) 461-2610. The eligibility letter may also be found here: www.dfking.com/vylor. D.F.
King & Co., Inc. will also provide copies of the Offering Memorandum to eligible holders of EIDP Notes.
Holders of EIDP Notes are advised to
check with any bank, securities broker or other intermediary through which they hold EIDP Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances
in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers and Consent Solicitations before the deadlines specified herein and in the Offering Memorandum. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum.
Disclaimer
This press release is issued pursuant to Rule
135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the Vylor Notes or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The Exchange Offers and Consent Solicitations have not been and will not be registered under the Securities Act, or the
securities laws of any other jurisdiction, and, accordingly, the Vylor Notes will be subject to transfer restrictions unless and until the Vylor Notes are registered or exchanged for registered notes. The Vylor Notes will be issued in reliance upon
exemptions from, or in transactions not subject to, registration under the Securities Act. The Exchange Offers and Consent Solicitations are being made only to, and the Vylor Notes will be offered for exchange only to, holders of EIDP Notes who are
(i) reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and
(ii) outside the United States, persons who are not, and who are not acting for the account or benefit of, “U.S. persons” (as defined in Rule 902 under the Securities Act) in compliance with Regulation S under the Securities Act.
The Vylor Notes will not be offered or sold in the United States or to U.S. persons (as defined in Rule 902 under the Securities Act) unless the transaction is registered under the Securities Act, an exemption from the registration requirements of
the Securities Act is available or the transaction is not subject to registration under the Securities Act.
The Exchange Offers and Consent Solicitations
are being made only pursuant to the Offering Memorandum. The Offering Memorandum and other documents relating to the Exchange Offers and Consent Solicitations will be distributed only to holders of EIDP Notes who confirm that they are within the
categories of eligible participants in the Exchange Offers and Consent Solicitations. None of Vylor, its directors or officers, the dealer managers and solicitation agents, the exchange agent, the information agent, the trustees for the Vylor Notes
or the EIDP Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their EIDP Notes in the Exchange Offers or deliver related consents to the Proposed Amendments in the Consent
Solicitations.
