NEW YORK--(BUSINESS WIRE)--Citigroup Global Markets Inc. (“Citi”) announced today the expiration on August 19, 2011 and final results of its 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 below 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 Citi in the Offers (the “Accrued Interest”) and on the terms and conditions set forth in the Offer to Purchase Senior Notes dated July 25, 2011 and the Offer to Purchase Income Notes dated July 25, 2011 (the “Offers to Purchase”).
As of 11:59 p.m., New York City time, on August 19, 2011 (the “Expiration Time”), the aggregate unpaid principal amount of Notes of each class tendered and not withdrawn, the percentage of each such class tendered and not withdrawn, and the Offer Consideration to be received by Holders for each $1,000 unpaid principal amount of Notes accepted was as set forth below:
| Offer | ||||||||||||
| Unpaid Principal | Unpaid Principal Amount | Percentage of | Consideration | |||||||||
| Class | Amount Tendered and | Outstanding as of July 25, | Outstanding | (per $1,000 | ||||||||
| Not Withdrawn | 2011 | Notes Tendered | unpaid principal | |||||||||
| amount) | ||||||||||||
| Class A-1 Floating Rate Senior Notes Due 2016 | $0 |
$24,519,926.171 |
0% |
$9802 |
||||||||
| Class A-2 Floating Rate Senior Notes Due 2016 | $0 | $19,000,000.00 | 0% | $970 | ||||||||
|
Class B-1 Floating Rate Deferrable Senior Subordinate Notes Due 2016 |
$3,000,000 | $4,000,000.00 | 75% | $950 | ||||||||
|
Class B-2 Fixed Rate Deferrable Senior Subordinate Notes Due 2016 |
$0 | $24,000,000.00 | 0% | $960 | ||||||||
|
Class C-1 Floating Rate Deferrable Senior Subordinate Notes Due 2016 |
$0 | $23,000,000.00 | 0% | $910 | ||||||||
|
Class C-2 Fixed Rate Deferrable Senior Subordinate Notes Due 2016 |
$0 | $5,000,000.00 | 0% | $925 | ||||||||
| Income Notes Due 2016 | 16,515,000 | $41,000,000.00 | 40.28% | $580 | ||||||||
The CUSIP and ISIN for each series of the Notes are set forth below:
| Security | CUSIP |
ISIN (Regulation S Global Notes) |
||||
| Class A-1 Floating Rate Senior Notes Due 2016 |
26248SAA3 (Rule 144A Global Notes) |
USG28495AA03 | ||||
| Class A-2 Floating Rate Senior Notes Due 2016 |
26248SAB1 (Rule 144A Global Notes) |
USG28495AB85 | ||||
|
Class B-1 Floating Rate Deferrable Senior Subordinate Notes Due 2016 |
26248SAC9 (Rule 144A Global Notes) |
USG28495AC68 | ||||
|
Class B-2 Fixed Rate Deferrable Senior Subordinate Notes Due 2016 |
26248SAJ4 (Rule 144A Global Notes) |
USG28495AE25 | ||||
|
Class C-1 Floating Rate Deferrable Senior Subordinate Notes Due 2016 |
26248SAD7 (Rule 144A Global Notes) |
USG28495AD42 | ||||
|
Class C-2 Fixed Rate Deferrable Senior Subordinate Notes Due 2016 |
26248SAK1 (Rule 144A Global Notes) |
USG28495AF99 | ||||
| Income Notes Due 2016 |
26248QAA7 (Rule 144A Income Notes) |
-- |
1 The 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.
2 Amount 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).
All of the Income Notes and Senior Notes that were tendered at or prior to the Expiration Time have been accepted for purchase by Citi, with settlement expected to occur promptly after the Expiration Time.
Following consummation of the Offers and settlement of the tendered Notes, Citi will own at least 66⅔% of the aggregate principal amount of Income Notes outstanding.
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 were made solely pursuant to the Offer to Purchase and related documents. The Offers were not 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.
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