HES - To purchase any and all notes due 2019 and notes due 2029, 2031 and 2033 for up to the aggregate maximum repurchase amount
The Offers consist of offers to purchase for cash (1) any and all (the Any and All Tender Offer) of its 8.125% Notes due 2019 (the Any and All Notes) and (2) up to (the Maximum Tender Offer) a total purchase price of the lesser of (a) $375 million and (b) $1.075 billion less the aggregate total consideration for the Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offer (the Aggregate Maximum Repurchase Amount) of its 7.875% Notes due 2029 (the 2029 Notes), 7.300% Notes due 2031 (the 2031 Notes) and 7.125% Notes due 2033 (the 2033 Notes, and together with the 2029 Notes and the 2031 Notes, the Maximum Tender Offer Notes), subject to the acceptance priority levels noted in the second table above.
The Aggregate Maximum Repurchase Amount will not be determined until the aggregate total consideration for the Any and All Notes validly tendered and accepted in the Any and All Tender Offer is determined. The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on September 23, 2016, unless extended or earlier terminated (the Any and All Expiration Date). Holders of the Any and All Notes must validly tender and not validly withdraw their Any and All Notes prior to or at the Any and All Tender Expiration Date to be eligible to receive the total consideration for such Any and All Notes.
The Maximum Tender Offer will expire at 11:59 p.m. New York City time, on October 17, 2016, unless extended or earlier terminated (the Maximum Tender Expiration Date). Holders of the Maximum Tender Offer Notes must validly tender and not validly withdraw their Maximum Tender Offer Notes prior to or at 5:00 p.m., New York City time, on September 30, 2016, unless extended or earlier terminated (the Early Tender Date), to be eligible to receive the total consideration for such Maximum Tender Offer Notes, which is inclusive of an amount in cash equal to the applicable amount set forth in the second table above under the heading Early Tender Payment (the Early Tender Payment). Holders of the Maximum Tender Offer Notes who validly tender their Maximum Tender Offer Notes after the Early Tender Date but prior to or at the Maximum Tender Expiration Date will be eligible to receive the total consideration for such Maximum Tender Offer Notes minus the Early Tender Payment.
All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will be accepted based on the acceptance priority levels noted in the second table above and will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date, regardless of the acceptance priority levels of the Maximum Tender Offer Notes tendered after the Early Tender Date. Subject to applicable law, the Company may increase or decrease the amounts of cash available for purchase of any of the Maximum Tender Offer Notes in its sole discretion.