Georgia’s TBC Bank gives early tender results for 5¾% notes due 2024

By Mary-Katherine Stinson

Lexington, Ky., April 29 – TBC Bank Group plc subsidiary JSC TBC Bank gave the early results of its cash tender offer for its outstanding 5¾% notes due 2024 (ISIN: US48128XAA19, XS1843434363), according to a press release.

Of the original $300 million principal amount, $245.32 million was outstanding at the launch of the offer. Of that amount, the issuer owned $16,185,000.

As of the early deadline of 5 p.m. ET on April 26, the bank had received tenders of $98,483,000 in principal amount of the notes.

In addition, the bank also acquired $3,209,000 in aggregate principal amount of outstanding notes, which will be owned by the offeror and not canceled. These notes were purchased at a price equivalent to the total consideration through privately negotiated transactions.

As previously reported, the issuer is offering a total consideration of $1,000 per $1,000 principal amount, which includes an early tender premium of $30 per $1,000 of notes tendered by the early tender participation deadline.

Holders tendering after the early deadline will only be eligible to receive $970 per $1,000 principal amount.

In addition, the issuer will pay accrued interest.

The bank will settle the early tendered notes on April 30. Repurchased notes will be canceled.

Following the early settlement date, the remaining outstanding aggregate principal amount of the notes is expected to be $146,837,000, of which the offeror will own $19,394,000.

The offer expires at 11:59 p.m. ET on May 10.

Final settlement is scheduled for May 14.

The issuer intends to use existing cash on hand to fund the tender offer.

The tender offer is conditioned on, among other things, completion of a new dollar-denominated notes offering. On April 23, the bank priced a $300 million offering of 10¼% perpetual subordinated callable additional tier 1 capital notes at par. It is expected to settle on April 30.

The issuer said it is making the tender offer in combination with the new notes offering as a way of managing its financial liabilities and debt maturity profile and to give holders an opportunity to extend their exposure to the issuer’s credit profile.

The dealer managers are Citigroup Global Markets Ltd. (+44 20 7986 8969; liabilitymanagement.europe@citi.com) and J.P. Morgan Securities plc (+44 20 7134 2468; em_europe_lm@jpmorgan.com).

The tender agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; tbcbank@is.kroll.com).

TBC is a bank based in Tbilisi, Georgia. The parent company is registered in England and Wales.

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