Clifden extends tender offer for some RMAC securities until June 5

By Susanna Moon

Chicago, March 8 – Clifden IOM No.1 Ltd. is now tendering for some mortgage-backed debt securities issued under RMAC securitizations until noon ET on June 5.

The notes covered by the tender are RMAC Securities No. 1 plc’s series 2006-NS1, series 2006-NS2, series 2006-NS3, series 2006-NS4 and series 2007-NS1, according to an announcement.

For notes tendered by the early deadline of noon ET on March 23, the purchase price will be par.

Settlement is expected to occur on June 8.

Lazard & Co., Ltd. is the financial adviser. Lucid Issuer Services Ltd. (+44 20 7704 0880 or rmac@lucid-is.com) is the tender agent.

On March 5, Clifden IOM No.1 Ltd. announced the results of the tender for a number of mortgage-backed debt securities issued under RMAC securitizations in several batches.

The company had previously said on Jan. 8 that it was tendering for the notes until noon ET on March 7 at a purchase price ranging from 92% to 103% of par of £1,000, €1,000 or $1,000 plus an early tender premium of 1% for notes tendered by the early deadline of noon ET on Jan. 26.

No accrued interest since the last interest payment date will be paid; holders on the record date will receive accrued interest payable on March 12.

Clifden rejected the tenders of notes received from the following issuers: RMAC 2003-NS1 plc, RMAC 2003-NS2 plc, RMAC 2004-NS1 plc and RMAC 2004-NSP2 plc, according to a previous company update.

The company also added make-whole provisions across all of the series of notes issued by RMAC 2003-NS3 plc, RMAC 2003-NS4 plc, RMAC 2004-NS3 plc, RMAC 2004-NSP4 plc, RMAC 2005-NS1 plc, RMAC 2005-NSP2 plc, RMAC 2005-NS3 plc and RMAC 2005-NS4 plc.

The measure passed by means of written resolutions, and 100% of each of the tranches had been tendered. The resolutions for RMAC 2003-NS3 and RMAC 2003-NS4 also require the consent of Ambac Assurance UK Ltd. as note controlling party.

Holders who tendered their notes will be deemed to consent to the make-whole provision resolutions.

Paratus responds

In a separate notice, Paratus AMC Ltd. said, “The addition of the make-whole and the payment of the indemnity fee would (if implemented) cause significant loss to Paratus AMC as holder of the deferred consideration and residual certificates in the securitization transactions relating to the notes, as well as losses to other holders of such residual certificates.”

Paratus said, “A change to the basis and terms on which noteholders tendered their notes is entirely inappropriate. Neither the appointment of Clifden as noteholders’ agent, the insertion of the make-whole nor the payment of an indemnity fee are contemplated in any way in Clifden’s original tender offer memorandum. They represent a fundamental and unilateral change from a tender process to a process in which Clifden simply seeks to be appointed as agent of noteholders for a temporary period.”

Paratus said it “will consider any action taken by any person (whether acting as agent or principal) which assists Clifden in pursuit of the proposals set out in the Clifden announcement as a potential cause of loss to Paratus AMC.”

“To the extent that Clifden engages in any such interference while acting as agent for the noteholders, noteholders may be held liable for any loss caused as a result,” the release added.

The issuer said on Feb. 20 that it was pushing up the deadline in the tender for some of the mortgage-backed debt securities issued under RMAC securitizations until noon ET on Feb. 26.

The purchase price for the series of notes issued by RMAC 2003-NS1, RMAC 2003-NS2, RMAC 2004-NS1 and RMAC 2004-NSP2 was amended to 105 and the early tender premium changed to zero.

Clifden is a residential and commercial real estate investor based in London.

More RMAC news

As more recently announced, RMAC 2003-NS4, RMAC 2003-NS3, RMAC 2005-NS4, RMAC 2005-NS3, RMAC 2005-NSP2, RMAC 2005-NS1, RMAC 2004-NS3 and RMAC 2004-NSP4 notified holders of numerous series of mortgage-backed issues that they remain obligated to redeem the notes on March 12 at par.

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