Skye CLO, Solar, Lunar solicit consents; RBS starts tender offer

New York, Nov. 28 - Skye CLO 1 Ltd., Solar Funding I Ltd. and Lunar Funding I Ltd. announced they are soliciting consents to amend the terms and conditions of their notes so that Royal Bank of Scotland plc will have an option to buy the securities.

In addition RBS announced a tender offer for the notes.

Under the consent solicitation, the three issuers are seeking to give RBS an option to buy all - but not some - of the notes from each series at any time up to Jan. 31.

Holders of Solar and Lunar notes are also being asked to give instructions for voting the related notes issued by Skye in favor of the solicitation.

The purchases prices in the tender offer will be set through a modified Dutch auction. All holders of that series will receive the same price for any notes that are bought.

The tender price will be at least the minimum tender price listed below. Holders will also receive accrued interest.

Noteholders can participate on a competitive basis, in which case they must include a tender price, or make non-competitive offers, allowing their notes to be bought at the minimum tender price.

The tender ends at 11 a.m. ET on Dec. 8.

RBS may buy enough notes to allow the consent solicitation to succeed but may choose not to do so.

Notes tendered at the accepted purchase price or less will be considered to have been voted in favor of the consent solicitation. Those above that price will be considered to be voting against.

Holders that tender at levels above the purchase price will receive the unsuccessful tender amount if RBS buys all notes in the same series tendered at or below the purchase price and the consent solicitation is successful.

The consent solicitation will be implemented through extraordinary resolutions at noteholder meetings.

Offer details

The offers cover notes as follows:

• Skye's €35 million class A secured floating-rate credit-linked notes due 2019, with a minimum tender price of 99, an unsuccessful tender amount of 0.25 and a mandatory purchase price adjustment of 0.50; the meeting will be held at 5 a.m. ET on Dec. 21;

• Skye's €50 million class B secured floating-rate credit-linked notes due 2019, with a minimum tender price of 96.25, an unsuccessful tender amount of 0.5 and a mandatory purchase price adjustment of 1.50; the meeting will be held at 5:05 a.m. ET on Dec. 21;

• Skye's €20 million class C deferrable interest secured floating-rate credit-linked notes due 2019, with a minimum tender price of 91.75, an unsuccessful tender amount of 0.75 and a mandatory purchase price adjustment of 2.75; the meeting will be held at 5:10 a.m. ET on Dec. 21;

• Skye's €25 million class D deferrable interest secured floating-rate credit-linked notes due 2019, with a minimum tender price of 90, an unsuccessful tender amount of 1 and a mandatory purchase price adjustment of 4.25; the meeting will be held at 5:15 a.m. ET on Dec. 21;

• Skye's €27.5 million class E deferrable interest secured floating-rate credit-linked notes due 2019, with a minimum tender price of 89, an unsuccessful tender amount of 1.25 and a mandatory purchase price adjustment of 6; the meeting will be held at 5:20 a.m. ET on Dec. 21;

• Skye's €52.5 million subordinated secured variable-rate credit-linked notes due 2019, with a minimum tender price of 25, an unsuccessful tender amount of 1.5 and a mandatory purchase price adjustment of 9; the meeting will be held at 5:25 a.m. ET on Dec. 21;

• Solar's €7.7 million series 20 secured asset-backed notes due 2019, with a minimum tender price of 95.5, an unsuccessful tender amount of 0.62 and a mandatory purchase price adjustment of 3.71; the meeting will be held at 5 a.m. ET on Dec. 16; and

• Lunar's €10 million series 2 secured asset-backed notes due 2019, with a minimum tender price of 125.5, an unsuccessful tender amount of 0.7 and a mandatory purchase price adjustment of 3.91; the meeting will be held at 5:05 a.m. ET on Dec. 16.

Noteholders who are not eligible for the tender can deliver voting-only instructions. They will receive the purchase price less the mandatory purchase price adjustment if the resolution is passed. Retail noteholders who contact RBS will also be eligible for the same payment.

The dealer manager is Royal Bank of Scotland plc (+44 20 7085 5991, attention Ally Richardson or e-mail liabilitymanagement@rbs.com). The tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, attention David Shilson or Yves Theis or e-mail rbs@lucid-is.com).

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