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. $41,000,000 Income Notes Due 2016 (the “Income Notes”) issued by Dryden VI-Leveraged Loan CDO 2004, 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. $37,000,000 Class A-1 Floating Rate Senior Notes Due 2016, U.S. $19,000,000 Class A-2 Floating Rate Senior Notes Due 2016, U.S. $4,000,000 Class B-1 Floating Rate Deferrable Senior Subordinate Notes Due 2016, U.S. $24,000,000 Class B-2 Fixed Rate Deferrable Senior Subordinate Notes Due 2016, U.S. $23,000,000 Class C-1 Floating Rate Deferrable Senior Subordinate Notes Due 2016, and U.S. $5,000,000 Class C-2 Fixed Rate Deferrable Senior Subordinate Notes Due 2016 (collectively, the “Senior Notes” and, together with the Income Notes, the “Notes”) issued by the Issuer and Dryden VI-Leveraged Loan CDO 2004 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 and purchased by Citi in the Offers and on the terms and conditions set forth in the Offers to Purchase dated July 25, 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For each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Offers prior to the Expiration Time (as defined below) and accepted for purchase by Citi, Citi will pay the Offer Consideration for such Notes set forth in the table below.
Security | CUSIP | ISIN | Unpaid | Offer Expiration Time) | ||||
Class A-1 Floating |
26248SAA3 (Rule 144A Global | USG28495AA03 | $24,519,926.171 | $9802 | ||||
Class A-2 Floating |
26248SAB1 (Rule 144A Global
G28495AB8 (Regulation S Global | USG28495AB85 | $19,000,000.00 | $970 | ||||
Class B-1 Floating |
26248SAC9 (Rule 144A Global
G28495AC6 (Regulation S Global | USG28495AC68 | $4,000,000.00 | $950 | ||||
Class B-2 Fixed |
26248SAJ4 (Rule 144A Global
G28495AE2 (Regulation S Global | USG28495AE25 | $24,000,000.00 | $960 | ||||
Class C-1 Floating |
26248SAD7 (Rule 144A Global
G28495AD4 (Regulation S Global | USG28495AD42 | $23,000,000.00 | $910 | ||||
Class C-2 Fixed |
26248SAK1 (Rule 144A Global
G28495AF9 (Regulation S Global | USG28495AF99 | $5,000,000.00 | $925 | ||||
Income Notes Due |
26248QAA7 (Rule 144A Income | -- | $41,000,000.00 | $580 |
The Offers are scheduled to expire at 11:59 p.m., New York City time, on August 19, 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 19, 2011 (the “Withdrawal Deadline”), but not hereafter. 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 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 $3,848,333 (the “Minimum Tender Condition”). The Offers are not conditioned on financing.
A Holder of Dryden VI’s Class Q Securities due 2016 (the “Class Q Securities”) may participate in the Offer, but must first exchange all of its Class Q Securities for interests in the underlying components in the manner specified in Section 2.15(e) of the Indenture and as described in the Initial Offering Circular under “Description of the Securities—The Class Q Securities.” Thereafter, such Holder may tender its Notes in the manner specified in the Offers to Purchase. Holders of Class Q Securities wishing to effect such an exchange should immediately contact the Trustee to ascertain the time needed to effect such an exchange. Such exchanges must be fully completed and the underlying securities credited to or received by the Holder sufficiently ahead of the Expiration Time to allow for valid tender pursuant to the Offers.
August 1, 2011 is a Payment Date under the Indenture. Holders of record with respect to such Payment Date will be entitled to receive payments to which they are entitled as holders on such Payment Date regardless of whether they tender their Notes pursuant to this Offer.
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 denomination.
Citi is a current owner of $23,485,000 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 Offers 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.
Additional Information
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.
About Citi
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.
1The original principal amount of the Class A-1 Floating Rate Senior Notes Due 2016 outstanding was U.S. $37,000,000. The issues under CUSIP 26248SAA3 and CUSIP G28495AA0 have had a principal pay down; the Offer Consideration for these CUSIPs reflect consideration after such pay down.
2Amount shown is per $1,000 of unpaid principal. The principal amount of the Class A-1 Floating Rate Senior Notes Due 2016 has previously been paid down to U.S. $24,519,926.17 from the original principal amount of U.S. $37,000,000. Using the original principal amounts, the offer consideration is equal to $649 per $1,000 of the original principal amount of the Class A-1 Floating Rate Senior Notes Due 2016 (subject to adjustment to reflect any additional paydowns prior to the Expiration Time).
Contacts:
Media Contact:
Danielle Romero-Apsilos, +1 212-816-2264
or
Investor
Contact:
John Andrews, +1 212-559-2718