Opportunities II Ltd. Announces Amendment To Cash Tender Offer For Certain Outstanding Notes Of Taberna Preferred Funding IV, Ltd. And Taberna Preferred Funding IV, Inc. And Extension Of Expiration Time
NEW YORK, March 22, 2017 /PRNewswire/ -- Opportunities II Ltd. (the "Offeror") today announced that it has amended and restated its previously announced Offer to Purchase For Cash Certain of the Outstanding Notes of Taberna Preferred Funding IV, Ltd. and Taberna Preferred Funding IV, Inc. by Opportunities II Ltd. dated March 1, 2017 (the "Original Offer") and the related Original Letter of Transmittal (as amended and restated, the "Revised Offer").
The Revised Offer is conditioned in all respects on the terms and conditions contained in the Amended and Restated Offer to Purchase, dated March 22, 2017 (the "Revised Offer to Purchase") and in the related Amended and Restated Letter of Transmittal (the "Revised Letter of Transmittal" and together with the Revised Offer to Purchase, the "Revised Offer Documents"), including, without limitation, the satisfaction of the Minimum Tender Condition, the Investor Approval Condition, and the Additional Conditions. The Revised Offer to Purchase amends and restates, in all respects, the Original Offer to Purchase, dated March 1, 2017, and the Revised Letter of Transmittal amends and restates, in all respects, the Original Letter of Transmittal.
If you would like to participate in the Revised Offer, the Revised Offer Documents are available by contacting the Offeror at the contact information set forth below. If you are a holder of Notes, you are encouraged to review the Revised Offer Documents in detail. All capitalized terms used but not defined herein have the meanings given to them in the Revised Offer to Purchase, and if not defined therein, have the meanings given to them in the Indenture.
Subject in all respects to the terms and conditions contained in the Revised Offer Documents, the amendments to the Revised Offer are summarized below:
1. Revised Purchase Prices: Purchase prices have been revised as reflected in the table below, without interest thereon:
Notes(i) |
CUSIP(ii) |
ISIN(ii) |
Purchase Price Per |
Purchase Price Per |
Class A-1 First Priority Delayed Draw Senior |
87330Y AB 9 87330Y AA 1 G86539 AB 2 G86539 AA 4 |
US87330YAB92 US87330YAA10 USG86539AB24 USG86539AA41 |
$371.19 |
$760.00 |
Class A-2 Second Priority Senior Secured Floating |
87330Y AC 7 G86539 AC 0 |
US87330YAC75 USG86539AC07 |
$400.00 |
$400.00 |
Class A-3 Third Priority Senior Secured Floating |
87330Y AD 5 G86539 AD 8 |
US87330YAD58 USG86539AD89 |
$40.00 |
$40.00 |
Class B-1 Fourth Priority Secured Floating Rate |
87330Y AE 3 G86539 AE 6 |
US87330YAE32 USG86539AE62 |
$15.00 |
$15.00 |
Class B-2 Fourth Priority Secured Fixed Rate Notes |
87330Y AK 9 G86539 AK 2 |
US87330YAK91 USG86539AK23 |
$15.00 |
$15.00 |
Class C-1 Deferrable Fifth Priority Secured |
87330Y AF 0 G86539 AF 3 |
US87330YAF07 USG86539AF38 |
$18.23 |
$15.00 |
Class C-2 Deferrable Fifth Priority Secured |
87330Y AG 8 G86539 AG 1 |
US87330YAG89 USG86539AG11 |
$18.57 |
$15.00 |
Class C-3 Deferrable Fifth Priority Secured |
87330Y AH 6 G86539 AH 9 |
US87330YAH62 USG86539AH93 |
$19.99 |
$15.00 |
Class D-1 Deferrable Mezzanine Secured |
87330Y AL 7 G86539 AL 0 |
US87330YAL74 USG86539AL06 |
$20.63 |
$15.00 |
Class D-2 Deferrable Mezzanine Secured Fixed |
87330Y AJ 2 G86539 AJ 5 |
US87330YAJ29 USG86539AJ59 |
$30.40 |
$15.00 |
Class E Deferrable Subordinate Secured Floating |
87330X AA 3 G8653R AA 4 |
US87330XAA37 USG8653RAA44 |
$24.04 |
$15.00 |
(i) |
The Revised Offer is subject in all respects to the terms and conditions set forth in the Revised Offer Documents, referred to therein as the "Conditions of the Revised Offer." The Conditions of the Revised Offer include, but are not limited to, a requirement that a certain amount of Notes be tendered in the Revised Offer (the Minimum Tender Condition, as defined in the Revised Offer to Purchase) and a requirement that certain investor and advisory board approvals be obtained (the Investor Approval Condition, as defined in the Revised Offer to Purchase). If the Conditions of the Revised Offer are not satisfied, the Offeror shall not be required to accept any Notes tendered and may terminate the Revised Offer in whole or in part. Holders of Notes should read the Revised Offer to Purchase and all Conditions of the Revised Offer in full. |
(ii) |
These are the CUSIPs and ISINs contained in the confidential offering circular for the Notes, dated as of December 22, 2005. |
(iii) |
Original Principal Amount Value is "Original Face Value" from the Note Valuation Report issued by the Trustee (as defined below), dated as of February 6, 2017. |
(iv) |
Aggregate Outstanding Principal Amount is "Current Principal Balance" from the Note Valuation Report issued by the Trustee, dated as of February 6, 2017. |
(v) |
As discussed herein, the Offeror together with HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. currently owns, in the aggregate, approximately $104,202,000 in Aggregate Outstanding Principal Amount of the Class A-1 Notes, and $16,900,000 in Aggregate Outstanding Principal Amount of the Class A-2 Notes. The Class A-1 Notes owned by these entities have a net cost basis (after deducting cash proceeds since purchase) of $71,721,532, or approximately $688 per $1,000 of Aggregate Outstanding Principal Amount of the Class A-2 Notes without interest and the Class A-2 Notes owned by these entities have a net cost basis of $8,320,805, or approximately $492 per $1,000 of Aggregate Outstanding Principal Amount of the Class A-2 Notes without interest. |
(vi) |
The purchase price does not include any interest. By way of illustration, if a holder of the Class A-1 Notes tenders $1,000,000 original principal amount of Class A-1 Notes (which is equal to $488,408 of Aggregate Outstanding Principal Amount of the Class A-1 Notes), the purchase price will be $371.19 per $1,000 of original principal amount of Class A-1 Notes tendered and $760 per $1,000 of Aggregate Outstanding Principal Amount of Class A-1 Notes tendered for total proceeds of $371,190; and if a holder of the Class A-2 Notes tenders $1,000,000 original principal amount of Class A-2 Notes (which is equal to $1,000,000 of Aggregate Outstanding Principal Amount), the purchase price will be $400 per $1,000 of original principal amount of Class A-2 Notes tendered and $400 per $1,000 of Aggregate Outstanding Principal Amount of Class A-2 Notes tendered for total proceeds of $400,000. Any amounts (including principal or interest cash proceeds) received by a tendering holder on account of tendered Class A-2 Notes after the Offeror has accepted and paid the purchase price for the tendered Class A-2 Notes in accordance with the terms and subject to the conditions hereof (including, for the avoidance of doubt, in connection with any distribution with respect to the Class A-2 Notes received after, but with a record date prior to, such acceptance and payment) shall be held by such holder in trust for the Offeror and promptly paid to the Offeror. |
2. Extended Deadline: The Offeror is extending the Expiration Time to 5:00 P.M., New York City time, on April 4, 2017, from 5:00 P.M. New York City time on March 31, 2017.
3. Additional Disclosures: The Offeror has made certain additional disclosures in the Revised Offer to Purchase, which include, but are not limited to, the following:
- To date, no Notes have been tendered.
- Since the commencement of the Original Offer on March 1, 2017, the Offeror has engaged in discussions with numerous parties, including but not limited to, parties that own Notes or that have exposure to the Notes, the Trustee, members of the Board of Directors of the Issuer, the Collateral Manager, and custodians and other representatives of other holders of Notes.
- These discussions have caused the Offeror to conclude that (i) there is a high likelihood that the Minimum Tender Condition will not be satisfied and that, if this occurs, the Offeror will likely choose not to accept any tendered Notes, and (ii) the inefficiencies and defects present in the structure, governance, and management of Taberna are worse than the Offeror previously believed.
- The Offeror decided to increase the purchase prices as described above and in the Revised Offer to Purchase because it still believes that a successful tender will enable the sale and liquidation of the Collateral to one or multiple parties who are unburdened by the significant inefficiencies and defects present in Taberna (which are described in the Revised Offer Documents), which will allow for the realization of significant value to Taberna and its stakeholders. Although the Offeror believes that eliminating these inefficiencies and defects to allow Taberna to actively, strategically, and efficiently manage the Collateral (which may involve selling some or all of the Collateral immediately or over time, and perhaps holding other items of Collateral for a long time or until maturity) may be preferable to selling and liquidating the Collateral, the Offeror believes that eliminating these inefficiencies is not feasible either through (i) directions or votes made by the existing holders of Notes to the Trustee in compliance with the Indenture or (ii) efforts by the existing holders of the Notes to amend the Indenture.
- If the Revised Offer fails, the Offeror does not intend to extend the Revised Offer further or increase the purchase prices again. Instead, the Offeror intends to engage in constructive dialogue with interested parties (including holders of Notes, the Trustee, the Board of Directors, and the Collateral Manager) and explore other alternatives aimed at addressing the inefficiencies and defects described in the Revised Offer to Purchase, which alternatives may include (without limitation): (i) the formation of a group of holders of Notes that can develop consensus-based solutions; (ii) consideration of opportunistic amendments to items of Collateral designed to maximize value; (iii) investigating all causes of action that Taberna may have against third parties; (iv) amending the Indenture to eliminate certain defects and inefficiencies described in the Revised Offer to Purchase; (v) seeking better disclosures from Taberna and the Trustee, including with respect to the Collateral, the questionable actions of the Prior Collateral Manager, the actions of the Collateral Manager, the amount and nature of accrued fees and expenses and other relevant information; (vi) modifying or restructuring the relationship between Taberna and the holders of Notes, on the one hand, and parties involved in the governance, operation, and management of Taberna, on the other hand; (vii) pursuing, or directing the Trustee to pursue, the foreclosure of or monetization of some or all of the Collateral; (viii) seeking the appointment of a receiver or similar fiduciary; (ix) a comprehensive reorganization of the Issuer and Co-Issuer through a bankruptcy filing or other insolvency process; or (x) pursuing such other rights and remedies as may be available to the Offeror and other holders of Notes under applicable law.
The foregoing include certain of the additional disclosures made in the Revised Offer to Purchase only. Please refer to the Revised Offer to Purchase for all additional disclosures.
If you wish to participate in the Revised Offer, please note the following:
A. Upon the terms and subject to the conditions of the Revised Offer to Purchase, the Offeror will pay the applicable purchase price on the Payment Date.
B. The purchase prices set forth in the table above are without interest and applicable taxes may be withheld from the purchase price.
C. The Revised Offer is being made only for the Notes identified above and, notwithstanding anything contained herein to the contrary, is subject, in all respects, to the terms and conditions set forth in the Revised Offer Documents, including the satisfaction of the Minimum Tender Condition, the Investor Approval Condition, and the Additional Conditions. For example, the Offeror shall not be required to accept for purchase and pay for any Notes tendered, and may terminate the Revised Offer in whole or in part if the Offeror does not receive valid tenders in excess of the following: approximately $100.0 million original principal amount of the Class A-1 Notes ($48.8 million in Aggregate Outstanding Principal Amount of the Class A-1 Notes), $16.4 million original principal amount of the Class A-2 Notes ($16.4 million in Aggregate Outstanding Principal Amount of the Class A-2 Notes), $13.3 million original principal amount of the Class A-3 Notes ($13.3 million in Aggregate Outstanding Principal Amount of the Class A-3 Notes), $54.3 million original principal amount of the Class B-1 Notes ($54.3 million in Aggregate Outstanding Principal Amount of the Class B-1 Notes), $4.7 million original principal amount of the Class B-2 Notes ($4.7 million in Aggregate Outstanding Principal Amount of the Class B-2 Notes), $30.0 million original principal amount of the Class C-1 Notes ($36.5 million in Aggregate Outstanding Principal Amount of the Class C-1 Notes), $13.3 million original principal amount of the Class C-2 Notes ($16.5 million in Aggregate Outstanding Principal Amount of the Class C-2 Notes), $23.3 million original principal amount of the Class C-3 Notes ($31.1 million in Aggregate Outstanding Principal Amount of the Class C-3 Notes), $14.0 million original principal amount of the Class D-1 Notes ($19.3 million in Aggregate Outstanding Principal Amount of the Class D-1 Notes), $8.7 million original principal amount of the Class D-2 Notes ($17.6 million in Aggregate Outstanding Principal Amount of the Class D-2 Notes), and $16.3 million principal amount of the Class E Notes ($26.0 million in Aggregate Outstanding Principal Amount of the Class E Notes).
- There are no withdrawal rights under the terms of the Revised Offer, and, subject to applicable law, once Notes are tendered in the Revised Offer, they may not be validly withdrawn.
- The Revised Offer Documents may be revised, supplemented or amended from time to time (subject to applicable legal requirements).
- The Revised Offer will expire at 5:00 P.M., New York City time, on April 4, 2017, unless extended by the Offeror.
Questions regarding the Revised Offer may be directed to Opportunities II Ltd., at Opportunities II Ltd., c/o HoldCo Asset Management, L.P., attention: Vik Ghei, 32 Broadway, Suite 1201, New York, NY 10004, via email at [email protected] or via telephone at (212) 785-5567. Copies of the Revised Offer Documents may also be obtained from the Offeror.
The Offeror makes no recommendation as to whether holders should tender Notes pursuant to the Revised Offer. Each holder must make its own decision, should review the Revised Offer Documents and information referenced therein and consult its own attorneys and other advisors regarding the Revised Offer. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any jurisdiction.
The description of the Revised Offer herein is qualified in its entirety by reference to the text of the Revised Offer Documents governing the Revised Offer, copies of which are available from the Offeror. In the event of any inconsistency between the foregoing summary and the Revised Offer Documents, the terms of the Revised Offer Documents will govern.
SOURCE Opportunities II Ltd.
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