NEW YORK--(BUSINESS WIRE)--Citigroup Global Markets Inc. (“Citi”) announced today the expiration on September 6, 2011 and final results of its cash tender offers (the “Offers”) to purchase (i) any and all of the outstanding U.S. $28,600,000 Class S-1 Income Notes Due 2019 and U.S. $14,000,000 Class S-2 Income Notes Due 2019 (collectively, the “Income Notes”) issued by Endeavor Funding 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. $25,000,000 Class A-1 Floating Rate Senior Notes Due 2019, U.S. $20,000,000 Class A-2 Floating Rate Senior Notes Due 2019, U.S. $26,000,000 Class B Floating Rate Deferrable Senior Subordinate Notes Due 2019 and U.S. $27,000,000 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 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 August 9, 2011 (the “Offers to Purchase”).
As of 11:59 p.m., New York City time, on September 6, 2011 (the “Expiration Time”), the aggregate unpaid principal amount of Notes of each class tendered and not withdrawn, the percentage of each such class tendered and not withdrawn, and the Offer Consideration to be received by Holders for each $1,000 unpaid principal amount of Notes accepted was as set forth below:
Class |
Unpaid Principal Amount Tendered and Not Withdrawn |
Unpaid Principal Amount Outstanding as of July 25, 2011 |
Percentage of Outstanding Notes Tendered |
Offer Consideration (per $1,000 unpaid principal amount) |
||||
Class A-1 Floating Rate Senior Notes Due 2019 |
$0 |
$21,243,378.031 |
0% |
$9802 |
||||
Class A-2 Floating Rate Senior Notes Due 2019 |
$0 | $20,000,000.00 | 0% | $920 | ||||
Class B Floating Rate Deferrable Senior Subordinate Notes Due 2019 |
$0 | $26,000,000.00 | 0% | $900 | ||||
Class C Floating Rate Deferrable Senior Subordinate Notes Due 2019 |
$0 | $27,000,000.00 | 0% | $870 | ||||
Class S-1 Income Notes Due 2019 |
$5,800,000.00 | $28,600,000.00 | 20.28% | $550 | ||||
Class S-2 Income Notes Due 2019 |
$8,000,000.00 | $14,000,000.00 | 57.14% | $550 |
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 2019 |
29257XAA4 (Rule 144A Global Notes)
G30405AA5 (Regulation S Global Notes) |
USG30405AA57 | ||
Class A-2 Floating Rate Senior Notes Due 2019 |
29257XAC0 (Rule 144A Global Notes)
G30405AB3 (Regulation S Global Notes) |
USG30405AB31 | ||
Class B Floating Rate Deferrable Senior Subordinate Notes Due 2019 |
29257XAE6 (Rule 144A Global Notes)
G30405AC1 (Regulation S Global Notes) |
USG30405AC14 | ||
Class C Floating Rate Deferrable Senior Subordinate Notes Due 2019 |
29257XAG1 (Rule 144A Global Notes)
G30405AD9 (Regulation S Global Notes) |
USG30405AD96 | ||
Class S-1 Income Notes Due 2019 |
29257XAJ5 (Rule 144A Income Notes) G30405AE7 (Regulation S Income Notes) 29257XAK2 (Accredited Investor Income Notes) |
USG30405AE79 | ||
Class S-2 Income Notes Due 2019 |
29257XAL0 (Rule 144A Income Notes) G30405AF4 (Regulation S Income Notes) 29257XAM8 (Accredited Investor Income Notes) |
USG30405AF45 |
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 75% 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.
Additional information may be found at www.citigroup.com | Twitter: @Citi | YouTube: www.youtube.com/citi | Blog: http://new.citi.com | LinkedIn: www.linkedin.com/company/citi
1 The original principal amount of the Class A-1 Floating Rate Senior Notes Due 2019 outstanding was U.S. $25,000,000. The issues under CUSIP 29257XAA4 and CUSIP G30405AA5 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 2019 has previously been paid down to U.S. $21,243,378.03 from the original principal amount of U.S. $25,000,000. Using the original principal amounts, the offer consideration is equal to $832.74 per $1,000 of the original principal amount of the Class A-1 Floating Rate Senior Notes Due 2019 (subject to adjustment to reflect any additional paydowns prior to the Expiration Time).