Item 8.01. Other Events
The Exchange Offers and the Consent Solicitations
On
(i) 3.749% Senior Notes due 2024 (the "2024 Notes") for new 3.693% Senior Second Lien Secured Non-Convertible Notes due 2027 (the "New Second Lien Non-Convertible Notes") and/or new 8.821% Senior Second Lien Secured Convertible Notes due 2027 (the "New Second Lien Convertible Notes"), at the option of the holder of the 2024 Notes; (ii) 4.915% Senior Notes due 2034 (the "2034 Notes") for new 12.000% Senior Third Lien Secured Convertible Notes due 2029 (the "New Third Lien Convertible Notes" and, together with the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes, the "New Notes"); and (iii) 5.165% Senior Notes due 2044 (the "2044 Notes" and, collectively with the 2024 Notes and the 2034 notes, the "Old Notes") for New Third Lien Convertible Notes, in each case upon the terms and subject to the conditions set forth in the Registration Statement on Form S-4 (including a prospectus and consent solicitation statement forming a part thereof, the "Prospectus") filed with theU.S. Securities and Exchange Commission (the "SEC") onOctober 18, 2022 (the "Registration Statement"). In connection with the Exchange Offers, the Company is also soliciting consents to amend the indenture governing the Old Notes (the "Consent Solicitations"). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Each of the Exchange Offers and Consent Solicitations, which were originally scheduled to expire at11:59 p.m. ,New York City time, onNovember 15, 2022 , has been extended until11:59 p.m. ,New York City time, onNovember 18, 2022 (as such time and date may be further extended, the "Expiration Time").
Except for the extension of the Expiration Time, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.
As of11:59 p.m. ,New York City time, onNovember 15, 2022 , which was the original expiration time for the Exchange Offers, the principal amounts of Old Notes validly tendered and not validly withdrawn, as advised byGlobal Bondholder Services Corporation , the exchange agent for the exchange offers, are set forth in the table below: Principal CUSIP Outstanding Amount Approximate Percentage Title of Old Notes to be Tendered Number Principal Amount Tendered of Old Notes Tendered
3.749% Senior Unsecured Notes due 2024 075896 AA8
16.93 %
4.915% Senior Unsecured Notes due 2034 075896 AB6
24.39 %
5.165% Senior Unsecured Notes due 2044 075896 AC4
11.31 % -------------------------------------------------------------------------------- As previously announced, we entered into privately negotiated exchanges with certain existing institutional holders of our Old Notes. In total, the existing holders exchanged approximately$69 million aggregate principal amount of 2024 Notes,$15.3 million aggregate principal amount of 2034 Notes and$70.2 million aggregate principal amount of 2044 Notes, plus accrued and unpaid interest on such notes, and in one case cash, for approximately 14.5 million shares of our common stock. The Outstanding Principal Amount of each series of Old Notes in the table above gives effect to the cancellation of the Old Notes exchanged in the private exchanges. The Exchange Offers and the Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Registration Statement, including the Prospectus, and the information summarized herein is qualified by reference to such Prospectus and the Registration Statement.
Forward-looking statements
This Current Report on Form 8-K (including Exhibit 99.1 hereto) contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and theU.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this Form 8-K and are based on current expectations and involve a number of assumptions, risks, and uncertainties that could cause the actual results to differ materially from such forward-looking statements, including our ability to successfully consummate the Exchange Offers and Consent Solicitations. Readers are strongly encouraged to read the full cautionary statements contained in the Company's filings with theSEC , including the risk factors set forth in the Registration Statement. The Company disclaims any obligation to update or revise any forward-looking statements.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit 99.1 Press Release issued by the Company onNovember 16, 2022 , related to the Extension of Exchange Offers and Consent Solicitations 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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