Bradford & Bingley completes tender offer for notes, preferreds

By Jennifer Chiou

New York, Dec. 15 - Bradford & Bingley plc announced the close of its tender offer for eight series of its subordinated notes and preferreds.

The tender offer ended at 5 a.m. ET on Dec. 13.

The company received and accepted tenders for the following:

• £30.48 million of its £30.49 million of 6 5/8% subordinated notes due 2023 with an early tender consideration of 60% of par and purchase price of 58% of par;

• £15,394,000 of its £27,746,000 of 7 5/8% subordinated notes due February 2010 with an early tender consideration of 62% of par and purchase price of 60% of par;

• £30,721,000 of its £30,751,000 of fixed-rate step-up subordinated notes due 2022 with an early tender consideration of 56% of par and purchase price of 54% of par;

• All £75 million of its floating-rate dated subordinated notes due 2054 with an early tender consideration of 50% of par and purchase price of 48% of par;

• £12,946,000 of its £17,303,000 of fixed/floating-rate callable step-up dated subordinated notes due 2018 with an early tender consideration of 46% of par and purchase price of 44% of par;

• £21,413,000 of its £39,481,000 of 5 5/8% fixed-rate step-up undated subordinated notes with an early tender consideration of 43% of par and purchase price of 41% of par;

• £13,532,000 of its £33,483,000 of 6% perpetual subordinated callable step-up notes with an early tender consideration of 43% of par and purchase price of 41% of par; and

• £45,546,000 of its £46,323,000 of 6.462% perpetual preferred securities, series A, with an early tender consideration of 63% of par and purchase price of 61% of par.

The company also solicited consents to approve modifications that would give it the option to purchase all, but not only some, of the securities that remain outstanding after the offer. It tallied the needed consents for the securities.

Just after the offer started on Nov. 16, the company said it would purchase any notes or preferreds that are not tendered into its tender offer.

Holders who either (a) tendered their securities by 5 a.m. ET on Dec. 13 and confirmed that they are retail investors or (b) did not confirm that they are retails investors but tendered their securities by noon ET on Nov. 30 received the early tender consideration. Holders otherwise received the purchase price.

A retail investor is a holder who holds less than £100,000 of the securities of any series and whose ordinary activities do not involve buying, selling, subscribing for or underwriting instruments.

Bradford & Bingley also paid accrued distributions on the preferreds. No amount will be paid for accrued interest on the notes.

By tendering their securities, holders gave instructions for the appointment of a proxy to vote in favor of the proposed modifications.

Holders who voted on the proposed modifications without tendering their securities were eligible to receive a voting fee of 2% of par. In order to be eligible to receive the voting fee, holders had to deliver a voting only instruction to the tender and information agent. The deadline to do so was 5 a.m. ET on Dec. 13 for retails investors and noon ET on Nov. 30 for holders who did not confirm that they are retail investors.

Holders voted on the proposed modifications at a meeting at 4 a.m. ET on Dec. 15.

The tender offer was not conditioned on the approval of the proposed modifications.

The company previously said the rationale for the tender offer is to generate shareholders' funds and to further strengthen the quality of its capital base.

The dealer managers were Deutsche Bank AG, London Branch (44 20 7545 8011 or liability.management@db.com) and Royal Bank of Scotland plc (44 20 7085 8056 or liabilitymanagement@rbs.com). The tender and information agent was Lucid Issuer Services Ltd. (44 20 7704 0880 or bradbi@lucid-is.com).

Bradford & Bingley is a Bingley, England-based bank.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.