Concurrently with the Tender Offer, Volcan has solicited (the "Solicitation") from Holders (as defined below) a consent (the "Consent" or, in the plural, "Consents") to certain proposed amendments described therein (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture") and to the security documents governing the collateral (the "Security Documents") described in the Statement. The Proposed Amendments would, with respect to the Indenture, eliminate certain restrictive covenants, events of default and related provisions contained in the Indenture with respect to the Notes and, with respect to the Security Documents, effect certain conforming changes to the Indenture and improve certain operational efficiencies. See "Proposed Amendments to the Indenture and Certain Security Documents" in the Statement.
Volcan hereby announces that, as of October 23, 2025, at 9:00 a.m. New York City time (which was the Early Tender and Consent Date), it has received valid tenders from the registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") of U.S.$263,583,000 in aggregate principal amount of the Notes, representing approximately 87.90% of the principal amount outstanding. Withdrawal rights for the Tender Offer and revocation rights for the Solicitation have expired as of 9:00 a.m., New York City time, on October 23, 2025.
Furthermore, Volcan hereby announces that it has obtained the Requisite Consents necessary to give effect to the Proposed Amendments. As a result, Volcan expects that the first supplemental indenture to the Indenture (the "First Supplemental Indenture") and the amendments to the Security Documents (the "Security Documents Amendments") effecting the Proposed Amendments will be executed on October 28, 2025, or promptly thereafter. The First Supplemental Indenture will become effective upon its execution and delivery by Volcan, as issuer, the Subsidiary Guarantors (as defined therein), as guarantors, and Citibank, N.A., as trustee, and payment in full of the Total Consideration, and the Security Documents Amendments will become effective upon payment in full of the Total Consideration and completion of the Bond Offering.
Volcan currently expects that the Early Settlement Date will be on or around October 28, 2025. On the Early Settlement Date, Holders that validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender and Consent Date, which Notes were accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration. In addition, such Holders will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date.
The Tender Offer and the Solicitation will expire at 5:00 p.m., New York City time, on November 6, 2025, or any other date and time to which Volcan extends or early terminates the Tender Offer and the Solicitation (such date and time, as it may be extended or earlier terminated, the "Expiration Time").
Holders of Notes that are validly tendered after the Early Tender and Consent Date but prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration but are ...
