Opportunities II Ltd. Commences Cash Tender Offer For Certain Outstanding Notes Of Taberna Preferred Funding IV, Ltd. And Taberna Preferred Funding IV, Inc.

March 1, 2017 Mergers & Acquisitions 0

Opportunities II Ltd. Commences Cash Tender Offer For Certain Outstanding Notes Of Taberna Preferred Funding IV, Ltd. And Taberna Preferred Funding IV, Inc.

PR Newswire

NEW YORK, March 1, 2017

NEW YORK, March 1, 2017 /PRNewswire/ — Opportunities II Ltd. (the “Offeror“) today announced that it has commenced a tender offer to purchase certain of the Notes issued by Taberna Preferred Funding IV, Ltd., and Taberna Preferred Funding IV, Inc., for cash (the “Offer“). The Offer is conditioned in all respects on the terms and conditions contained in the Offer to Purchase, dated March 1, 2017 (the “Offer to Purchase”) and in the related letter of transmittal (the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer Documents”), including, without limitation, the satisfaction of the Minimum Tender Condition, the Investor Approval Condition, and the Additional Conditions. If you would like to participate in the Offer, the 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 Offer Documents in detail. All capitalized terms used but not defined herein have the meanings given to them in the 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 Offer Documents, the Offer is at the purchase prices identified in the table below, without interest thereon:

Notes(i)

CUSIP(ii)

ISIN(ii)

Purchase Price Per $1,000 Original Principal Amount(iii), (vi)

Purchase Price Per $1,000 Aggregate Outstanding Principal Amount(iv), (vi)

Class A-1 First Priority Delayed Draw Senior Secured Floating Rate Notes Due May 5, 2036 (“Class A-1 Notes“)(v)

87330Y AB 9

87330Y AA 1

G86539 AB 2

G86539 AA 4

US87330YAB92

US87330YAA10

USG86539AB24

USG86539AA41

$358.98

$735.00

Class A-2 Second Priority Senior Secured Floating Rate Notes Due May 5, 2036 (“Class A-2 Notes“)(v)

87330Y AC 7

G86539 AC 0

US87330YAC75

USG86539AC07

$350.00

$350.00

Class A-3 Third Priority Senior Secured Floating Rate Notes Due May 5, 2036 (“Class A-3 Notes“)

87330Y AD 5

G86539 AD 8

US87330YAD58

USG86539AD89

$30.00

$30.00

Class B-1 Fourth Priority Secured Floating Rate Notes Due May 5, 2036 (“Class B-1 Notes“)

87330Y AE 3

G86539 AE 6

US87330YAE32

USG86539AE62

$10.00

$10.00

Class B-2 Fourth Priority Secured Fixed Rate Notes Due May 5, 2036 (“Class B-2 Notes“)

87330Y AK 9

G86539 AK 2

US87330YAK91

USG86539AK23

$10.00

$10.00

Class C-1 Deferrable Fifth Priority Secured Floating Rate Notes Due May 5, 2036 (“Class C-1 Notes“)

87330Y AF 0

G86539 AF 3

US87330YAF07

USG86539AF38

$12.16

$10.00

Class C-2 Deferrable Fifth Priority Secured Fixed/Floating Rate Notes Due May 5, 2036 (“Class C-2 Notes“)

87330Y AG 8

G86539 AG 1

US87330YAG89

USG86539AG11

$12.38

$10.00

Class C-3 Deferrable Fifth Priority Secured Fixed/Floating Rate Notes Due May 5, 2036 (“Class C-3 Notes“)

87330Y AH 6

G86539 AH 9

US87330YAH62

USG86539AH93

$13.33

$10.00

Class D-1 Deferrable Mezzanine Secured Floating Rate Notes Due May 5, 2036 (“Class D-1 Notes“)

87330Y AL 7

G86539 AL 0

US87330YAL74

USG86539AL06

$13.75

$10.00

Class D-2 Deferrable Mezzanine Secured Fixed Rate Notes Due May 5, 2036 (“Class D-2 Notes“)

87330Y AJ 2

G86539 AJ 5

US87330YAJ29

USG86539AJ59

$20.27

$10.00

Class E Deferrable Subordinate Secured Floating Rate Notes Due May 5, 2036 (“Class E Notes“)

87330X AA 3

G8653R AA 4

US87330XAA37

USG8653RAA44

$16.03

$10.00

(i) The Offer is subject in all respects to the terms and conditions set forth in the Offer Documents, referred to therein as the “Conditions of the Offer.” The Conditions of the Offer include, but are not limited to, a requirement that a certain amount of Notes be tendered in the Offer (the Minimum Tender Condition, as defined in the Offer to Purchase) and a requirement that certain investor and advisory board approvals be obtained (the Investor Approval Condition, as defined in the Offer to Purchase). If the Conditions of the Offer are not satisfied, the Offeror shall not be required to accept any Notes tendered and may terminate the Offer in whole or in part. Holders of Notes should read the Offer to Purchase and all Conditions of the 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 $358.98 per $1,000 of original principal amount of Class A-1 Notes tendered and $735 per $1,000 of Aggregate Outstanding Principal Amount of Class A-1 Notes tendered for total proceeds of $358,980; 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 $350 per $1,000 of original principal amount of Class A-2 Notes tendered and $350 per $1,000 of Aggregate Outstanding Principal Amount of Class A-2 Notes tendered for total proceeds of $350,000. 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.

If you wish to participate in the Offer, please note the following:

  1. Upon the terms and subject to the conditions of the Offer, the Offeror will pay the applicable purchase price on the Payment Date.
  2. The purchase prices set forth in the table above are without interest and applicable taxes may be withheld from the purchase price.
  3. The 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 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 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).
  4. There are no withdrawal rights under the terms of the Offer, and, subject to applicable law, once Notes are tendered in the Offer, they may not be validly withdrawn.
  5. The Offer Documents may be revised, supplemented or amended from time to time (subject to applicable legal requirements).
  6. The Offer will expire at 5:00 P.M., New York City time, on March 31, 2017, unless extended by the Offeror.

Questions regarding the 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 vik@holdcoadvisors.com or via telephone at (212) 785-5567. Copies of the Offer to Purchase and Letter of Transmittal may also be obtained from the Offeror.

The Offeror makes no recommendation as to whether holders should tender Notes pursuant to the Offer. Each holder must make its own decision, should review the Offer to Purchase and information referenced therein and consult its own attorneys and other advisors regarding the 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 Offer herein is qualified in its entirety by reference to the text of the Offer Documents governing the Offer, copies of which are available from the Offeror. In the event of any inconsistency between the foregoing summary and the Offer Documents, the terms of the Offer Documents will govern.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/opportunities-ii-ltd-commences-cash-tender-offer-for-certain-outstanding-notes-of-taberna-preferred-funding-iv-ltd-and-taberna-preferred-funding-iv-inc-300416036.html

SOURCE Opportunities II Ltd.

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