Citigroup Global Markets Inc. (“Citi”) announced today that it is commencing separate cash tender offers (the “Offers”) to purchase (i) any and all of the outstanding U.S. $40,000,000 Income Notes Due 2019 (the “Income Notes”) issued by Bryant Park CDO Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”) and (ii) any and all of the outstanding U.S. $23,000,000 Class A-1 Floating Rate Senior Notes Due 2019, U.S. $28,000,000 Class A-2 Floating Rate Senior Notes Due 2019, U.S. $30,000,000 Class B Floating Rate Deferrable Senior Subordinate Notes Due 2019 and U.S. $21,000,000 Class C Floating Rate Deferrable Senior Subordinate Notes Due 2019 (collectively the “Senior Notes” and, together with the Income Notes, the “Notes”) issued by the Issuer and Bryant Park CDO Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”) for the applicable consideration set forth in the table below (the “Offer Consideration”) plus, in the case of the Senior Notes, the amount of accrued and unpaid interest thereon, if any, from the last interest payment date up to, but not including, the settlement date for such Senior Notes purchased by us in the Offers and on the terms and conditions set forth in the Offers to Purchase dated 11, 2011 (the “Offers to Purchase”).
For each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Offers prior to the Expiration Time (as defined below) and accepted for purchase by Citi, Citi will pay the Offer Consideration for such Senior Notes set forth in the table below.
(Regulation S Global Notes)
|Unpaid Principal Amount Outstanding as of July 11, 2011||Offer Consideration |
(per $1,000 principal amount)
|Class A-1 Floating Rate Senior Notes Due 2019||
11765TAA6 (Rule 144A Global Notes)
G16522AA5 (Regulation S Global Notes)
|Class A-2 Floating Rate Senior Notes Due 2019||
11765TAC2 (Rule 144A Global Notes)
G16522AB3 (Regulation S Global Notes)
Class B Floating Rate Deferrable Senior Subordinate Notes|
11765TAE8 (Rule 144A Global Notes)
G16522AC1 (Regulation S Global Notes)
Class C Floating Rate Deferrable Senior Subordinate Notes|
11765TAG3 (Rule 144A Global Notes)
G16522AD9 (Regulation S Global Notes)
|Income Notes Due 2019||
11765QAA2 (Rule 144A Income Notes)|
G16521AA7 (Regulation S Income Notes)
11754QAB0 (Accredited Investor Income Notes)
The Offers are scheduled to expire at 11:59 p.m., New York City time, on August 5, 2011, unless extended or earlier terminated (the “Expiration Time”). Tendered Notes may be withdrawn at any time on or prior to 11:59 p.m., New York City time, on August 5, 2011 (the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, prior to the Expiration Time, may not withdraw their tendered Notes. We reserve the right, subject to applicable law, to extend the Offers for any reason beyond the originally scheduled Expiration Time without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights, except under specified circumstances.
The Offers are conditioned on the satisfaction of certain customary conditions, as described in the Offer to Purchase. In particular, Citi must receive tenders of Income Notes in the aggregate principal amount of at least $15,180,000 (the “Minimum Tender Condition”). The Offers are not conditioned on financing.
Tenders of Senior Notes will only be accepted in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof; Tenders of Income Notes will be accepted in any denominations.
Citi is a current owner of $11,500,000 aggregate principal amount of Income Notes, but does not believe that it is an “affiliate” of the Issuer within the meaning of the Securities Act of 1933, as amended.
Prior to the Withdrawal Deadline, Citi has the right to terminate or withdraw the Offers if the conditions described in the Offer to Purchase are not satisfied or waived, including failure to satisfy the Minimum Tender Condition or any other condition to the Offers, subject to applicable law.
Global Bondholder Services Corporation is the Information Agent and Depositary for the Offers. Questions regarding the Offers should be directed to Citi, attention John Clements, Managing Director, Structured Credit Group at (212) 723-6173 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) or (866) 294-2200 (for all others toll-free). This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Offers are being made solely pursuant to the Offer to Purchase and related documents. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com.
1 The original principal amount of the Class A-1 Floating Rate Senior Notes Due 2019 outstanding was U.S. $23,000,000. The issues under CUSIP G16522AA5 and CUSIP 11765TAA6 have had a principal pay down; the Offer Consideration for these CUSIPs reflect consideration after such pay down.
Danielle Romero-Apsilos, 212-816-2264
John Andrews, 212-559-2718