NIBC Bank launches cash tender offers for government guaranteed notes

By Marisa Wong

Madison, Wis., Feb. 5 - NIBC Bank NV announced a cash tender offer for up to the dollar-equivalent of €500 million of its outstanding $2 billion fixed-rate notes due Dec. 2, 2014 and its outstanding $1 billion floating-rate notes due Dec. 2, 2014. Both the fixed-rate notes and the floating-rate notes are guaranteed by the Netherlands.

NIBC also announced an offer outside the United States to purchase for cash up to €500 million of euro-denominated notes due April 2014 guaranteed by The Netherlands. The euro tender offer expires on Feb. 12.

If the total principal amount of euro-denominated notes tendered and accepted in the concurrent offer is less than €500 million, the company may, but is not required to, increase the tender cap of the dollar offer to up to the dollar-equivalent of €1 billion.

However, the company said it does not intend to increase the tender cap by more than the dollar-equivalent difference between €500 million and the total principal amount of euro-denominated notes tendered in the concurrent offer.

The exact tender cap will be announced at or around 8 a.m. ET on Feb. 13. The dollar-equivalent of the cap will be calculated using the dollar/euro exchange rate at or around 11 a.m. ET on March 5.

Dollar tender offer details

The offer for up to the dollar-equivalent of €500 million of government guaranteed notes will expire at 11:59 p.m. ET on March 5.

Holders who tender their notes by 5 p.m. ET on Feb. 19, the early tender time, will be eligible to receive the total consideration.

The total consideration for each $1,000 principal amount of fixed-rate notes will be determined using a repurchase spread of 10 basis points and the yield based on the bid-side price of the 0.25% U.S. Treasury due Jan. 31, 2015. Pricing will be set at or around 10 a.m. ET on Feb. 20.

The total consideration for each $1,000 principal amount of floating-rate notes will be $1,006.

The total consideration for both types of notes includes an early tender payment of $10 per $1,000 note.

Holders who tender after the early tender time will not be eligible to receive the early tender payment.

The company will pay accrued interest to but excluding the settlement date, which is expected to be March 7.

The offer is not contingent upon a minimum amount of notes being tendered.

NIBC said it is under no obligation to accept for purchase any notes tendered under the offer.

Citigroup Global Markets Ltd. (attn.: liability management group, +44 207 986 8969, 800 558-3745 or 212 723-6106, liabilitymanagement.europe@citi.com) and Royal Bank of Scotland plc (contact RBS Securities Inc., attn.: liability management team, +44 207 085 8056/9972, 877 297-9832 or 203 897-4825) are the dealer managers.

Global Bondholder Services Corp. (attn.: corporate actions, 866 387-1500) is the U.S. depositary and information agent, and Lucid Issuer Services Ltd. (attn.: Paul Kamminga, +44 20 7704 0880, nibc@lucid-is.com) is the non-U.S. depositary and information agent.

NIBC is based in Amsterdam.

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