Notes, the “Total Exchange Consideration”). The Cash Consideration is approximately $2.90 per $1,000 principal amount for the 2.300% Senior Notes due 2030, approximately $2.67 per
$1,000 principal amount for the 5.125% Senior Notes due 2032 and approximately $2.86 per $1,000 principal amount for the 4.800% Senior Notes due 2033. The Vylor Notes will have the same interest payment dates, maturity date and interest rate as the
EIDP Notes of the corresponding series. Interest on the applicable series of Vylor Notes issued in the related Exchange Offer will accrue from (and including) the date on which such Vylor Notes are issued in exchange for the corresponding series of
EIDP Notes.
Eligible holders who validly tendered their EIDP Notes after the Early Tender Deadline but on or prior to the Expiration Date are eligible to
receive $970 principal amount of the applicable series of Vylor Notes per $1,000 principal amount of the corresponding series of EIDP Notes validly tendered (the “Exchange Consideration”) but no Cash Consideration.
In addition, all eligible holders whose EIDP Notes were validly tendered and accepted for exchange in the Exchange Offers and Consent Solicitations will
receive a cash payment equal to the accrued and unpaid interest on their EIDP Notes accepted for exchange from the last interest payment date of the applicable EIDP Notes preceding the Settlement Date up to, but excluding, the Settlement Date.
The Exchange Offers and Consent Solicitations were made only to holders of EIDP Notes who satisfied the eligibility conditions described under
“Disclaimer” below.
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 were 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 were not 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 were made only pursuant to the Offering Memorandum. The Offering Memorandum and other documents relating to the Exchange Offers and Consent Solicitations were distributed only to holders of EIDP Notes who confirmed
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 in the Consent
Solicitations.
The complete terms and conditions of the Exchange Offers and Consent Solicitations are set forth in the Offering Memorandum. The Exchange
Offers and Consent Solicitations were made pursuant to the Offering Memorandum. The Exchange Offers and Consent Solicitations were not made to holders of EIDP Notes in any jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS REGISTERED, RECOMMENDED OR APPROVED OF THE VYLOR NOTES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
