NRAM wraps tender for 4 1/8% series 7 bonds, 5 5/8% series 8 bonds

By Susanna Moon

Chicago, July 17 – NRAM plc said investors had tendered €1,395,396,000 of its €1.75 billion 4 1/8% series 7 covered bonds due March 2017 and $1,293,486,000 of its $1.5 billion 5 5/8% series 8 covered bonds due June 2017.

NRAM accepted all of the tendered notes for purchase, with settlement set for July 20, according to a company notice.

At the bondholder meetings Friday, holders of 99.996% of the series 7 notes represented voted for the 4 1/8% notes proposal, and 100% of those represented at the series 8 meeting voted for that proposal.

The quorum required for the meetings was one or more bondholders representing at least two-thirds of the outstanding bonds. To pass, the measure required a majority consisting of at least three-fourths of the votes cast.

The tender offer ended at 5 a.m. ET on July 15. The offer began June 16.

As previously announced, NRAM reached the threshold for a quorum by the early tender deadline of 5 p.m. ET on June 29 in its tender offer and consent solicitation for the two series of notes.

Holders of more than two thirds of the bonds had submitted votes by the early date.

As announced before, NRAM was tendering for the debt and also seeking to amend the notes to insert a condition allowing the company to redeem all but not some of the bonds remaining after the offer at the purchase price less the early tender premium plus accrued interest.

The corresponding covered bond swap agreements would also be amended to provide for the early termination of the transactions.

The purchase price will be 107.426 for 4 1/8% notes tendered before the early tender date and 106.926 for notes tendered after the early deadline.

For the 5 5/8% bonds, the purchase price is 109.563 for notes tendered before the early deadline and 108.563 for notes tendered after the early deadline.

Pricing was set at 8 a.m. ET on July 10 using a fixed spread of zero, using a benchmark security and early tender premium as follows:

• For the 4 1/8% notes, the OBL 0.75% due Feb. 24, 2017 with 0.5% early premium; and

• For the 5 5/8% notes, 0.875% U.S. Treasury note due June 15, 2017 with 1% early premium.

The dealer managers are Citigroup Global Markets Ltd. (+44 20 7986 8969, 800 558-3745, 212 723-6106 or liabilitymanagement.europe@citi.com), HSBC Bank plc (+44 20 7992 6237, 888-HSBC-4LM, 212 525-5552 or liability.management@hsbcib.com).

The tender agent is Citibank, NA, London Branch (+44 20 7508 3867 or exchange.gats@citi.com).

The purpose of the offers was to reduce the company’s liabilities by purchasing the remaining outstanding securities “in order to close the program and to un-encumber assets for future sales,” the company previously said.

The company is based in Bingley, England.

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