As more fully described in the Offer to Purchase, the Clearing Premium for the Offer for the Dutch Auction
Notes will be the lowest single bid premium (the amount by which bid price exceeds the Base Price) at which QVC will be able to purchase Dutch Auction
Notes in an aggregate principal amount equal to the Dutch Tender Cap.
com, estimates that if his company had used the traditional IPO method, the investment bankers would have priced its stock at between $10 and $11; via the Dutch auction
method, the company's clearing price was $13.
Some companies choose to integrate the Dutch auction
into an overall repurchase plan.
The Dutch Auction
Offer will expire at 12:00 Midnight EDT on June 21, 2010, unless extended.
The Late Tender Offer Consideration for the Dutch Auction
Notes is equal to the applicable Full Tender Offer Consideration.
1) The applicable spread to be used in determining the consideration that may be payable in respect of debt securities subject to the Dutch Auction
Offer will equal the indicated base spread minus the clearing premium determined pursuant to the Dutch auction
procedure described herein.
increase of the Dutch Auction
Tender Cap (as defined below), including by allowing the Issuers to purchase additional Dutch Auction
Notes at a bid price equal to the Clearing Premium, resulting in a total cash expenditure of not more than $175,000,000,
In the Dutch Auction
Offer, the "Full Tender Offer Consideration" payable for each $1,000 principal amount of each series of Dutch Auction
Notes will be equal to the minimum acceptable bid price plus the clearing premium, in each case, applicable to such series, with the applicable clearing premium to be determined pursuant to a modified "Dutch Auction
" as described below.
The Dutch Auction
Offer Total Consideration for each series per each $1,000 principal amount of notes validly tendered and accepted for payment is based on the reference yield plus a base spread specified for the series minus a premium that is not less than one basis point or greater than 15 basis points, as determined by the modified "Dutch Auction
" procedure described in the Offer to Purchase.
Holders of Notes that are validly tendered on or before the Early Tender Deadline (as defined below), not validly withdrawn on or before the Withdrawal Deadline (as defined below) and accepted for purchase, will receive the Any and All Total Consideration or Dutch Auction
Total Consideration, as applicable, which in each case includes the early tender payment for each series of Notes set forth in the table above (the "Early Tender Payment").
The principal amount of debt to be purchased in the Dutch Auction
Offer will be equal to the difference between $500 million and the principal amount of debt purchased through the Any and All Offer (the "Tender Cap").
Sallie Mae also announced today that it will increase the Dutch Auction
Cap to $292,661,000 to accept an additional $65,088,000 principal amount of Dutch Auction
Securities such that any holder tendering at or below the clearing premium (as defined in the Offer to Purchase) will not be subject to proration.