We will promptly announce any extension, amendment or termination of an Exchange Offer by issuing a
press release. We will announce any extension of the Pricing Time and/or Expiration Time no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Pricing Time and/or Expiration Time, as applicable. We
have no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment or termination.
Settlement Date
We will deliver the New Notes and pay cash amounts with respect to the Exchange Offers on the Settlement Date. The Settlement Date will
promptly follow the Expiration Time and is expected to be June 1, 2020, which is the second business day following the Expiration Time. We will not be obligated to deliver New Notes or pay any cash amounts unless the Exchange Offers are consummated.
Conditions to the Exchange Offers
Notwithstanding any
other provisions of the Exchange Offers, or any extension of the Exchange Offers, we will not be required to accept any Existing Notes for exchange, exchange any New Notes for Existing Notes or pay any cash amounts, and we may terminate any Exchange
Offer or, at our option, modify, extend or otherwise amend an Exchange Offer if any of the following conditions have not been satisfied or waived on or before the Expiration Time (unless stated otherwise):
1. the registration statement of which this prospectus forms a part having been declared effective by the SEC on or prior to the
Expiration Time and remaining effective on the Settlement Date;
2. as of the Pricing Time, the combination of the yield of
the New Notes and the Total Exchange Consideration or Exchange Consideration for the applicable series of Existing Notes would result in the New Notes and such Existing Notes not being treated as substantially different under ASC 470-50 (the Accounting Treatment Condition);
3. we issue at least (a)
$500,000,000 aggregate principal amount of New 2050 Notes and (b) $500,000,000 aggregate principal amount of New 2060 Notes;
4. the Yield Condition (for any applicable series of Existing Notes);
5. no action or event shall have occurred, been threatened, no action shall have been taken, and no statute, rule, regulation,
judgment, order, stay, decree, injunction or regulatory comments shall have been issued, promulgated, enacted, entered, enforced or deemed to be applicable to such Exchange Offer or the exchange of Existing Notes for New Notes under such Exchange
Offer by or before any court or governmental regulatory or administrative agency, authority, instrumentality or tribunal, including, without limitation, taxing authorities, that either:
(a) challenges the making of such Exchange Offer or the exchange of Existing Notes for New Notes and cash under
such Exchange Offer or might, directly or indirectly, be reasonably expected to prohibit, prevent, restrict or delay the scheduled Pricing Time or the consummation of, or might otherwise adversely affect in any manner, such Pricing Time, Exchange
Offer or the exchange of Existing Notes for New Notes and cash under such Exchange Offer; or
(b) in our
reasonable judgment, could materially adversely affect our (or our subsidiaries) business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or impair the contemplated benefits to us of such
Exchange Offer, the exchange of Existing Notes for New Notes under such Exchange Offer or the delivery of any cash amounts;
6. nothing has occurred or may occur that would or might, in our reasonable judgment, be expected to prohibit, prevent, restrict
or delay such Exchange Offer or delay the schedule Pricing Time or impair our ability to realize the anticipated benefits of such Exchange Offer;
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