By Toni Weeks
San Luis Obispo, Calif., April 3 - Banco BPI, SA announced it has commenced a tender offer for 10 series of notes issued by Sagres Sociedade de Titularizacao de Creditos, SA.
According to a filing with the London Stock Exchange, BPI is offering to purchase the notes as part of the management of its balance sheet and capital structure as well as to provide liquidity to participants.
The amount BPI will pay for notes will be determined in an unmodified Dutch auction procedure, thus the purchase price payable to each noteholder will not necessarily be the same.
BPI said it reserves the right whether to accept any notes for tender. If it does decide to accept notes at a certain purchase price, it will accept all notes of the same series at the same purchase price or lower, but it will not be less than the minimum purchase price.
If BPI decides to accept valid tenders of notes, the total amount that will be paid to each noteholder will be equal to the sum of (a) the purchase consideration, which will be calculated as the product of (i) the aggregate original principal amount of notes accepted for purchase times (ii) the applicable pool factor prevailing as the settlement date and (iii) the relevant purchase price or, in the case of a non-competitive tender instruction, the minimum purchase price, plus (b) accrued interest.
BPI will also pay accrued interest.
The original principal amount of notes issued, the amounts already held by BPI, the pool factor, and the accrued interest amounts are noted in the table below.
The offer expires at 11 a.m. ET. on April 11. The amount accepted from each series for purchase and the purchase price will be announced April 14, with settlement scheduled for April 16.
The notes must be tendered in integral multiple amounts of €50,000 for the Douro Mortgages No. 1 note series and €1,000 for all others.
Notes that are not successfully tendered for purchase will remain outstanding.
The notes are redeemable at the option of the issuer in certain circumstances, including on or after the relevant step-up date, which is Sept. 3, 2014 for the No. 1 notes, Oct. 21, 2015 for the No.2 notes and Aug. 21, 2016 for the No. 3 notes.
Banco BPI (351 213101170, attn: debt capital markets, or debtcapitalmarkets@bancobpi.pt), Citigroup Global Markets Ltd. (44 0 20 7986 8969, attn: liability management group, or liabilitymanagement.europe@citi.com) and Deutsche Bank AG, London Branch (44 0 20 7545 8011, attn: liability management group, or liability.management@db.com) are the dealer managers. Banco BPI (351 222075803 or 351 222075832, attn: corporate actions, or corporate.actions@bancobpi.pt) is also the tender agent.
Lisbon-based Sagres Sociedade de Titularizacao de Creditos is a special purpose vehicle established to issue asset-backed securities. Banco BPI, based in Porto, Portugal, is a private financial group and commercial bank.
| Series | Original principal amount | Amount BPI owns | Pool factor | Interest
|
| Douro Mortgages No. 1 mortgage-backed floating-rate securitization notes due June 2056
|
| Class A | €1,434,000,000 | €244 million | 0.281400488 | €16.32
|
| Class B | €24.75 million | €11.45 million | 0.344993376 | €17.41
|
| Class C | €22.5 million | €10.5 million | 0.344993373 | €21.02
|
| Class D | €18.75 million | €11.5 million | 0.34499337 | €28.24
|
|
|
| Douro Mortgages No. 2 mortgage-backed floating-rate securitization notes due 2059
|
| Class A1 | €315 million | €92.61 million | 0.017528186 | €41.56
|
| Class A2 | €1,125,000,000 | €446.35 million | 0.496048086 | €52.18
|
| Class B | €27.75 million | €9.75 million | 0.496048073 | €55.72
|
| Class C | €18 million | €3 million | 0.496048067 | €62.81
|
| Class D | €14.25 million | €6.9 million | 0.496048063 | €92.32
|
|
|
| Douro Mortgages No. 3 mortgage-backed floating-rate securitization notes due 2060
|
| Class A | €1,441,500,000 | €353.7 million | 0.573116485 | €33.53
|
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