NEW YORK–(BUSINESS WIRE)–Drawbridge Special Opportunities Fund LP and Drawbridge Special Opportunities Finance Corporation (together, the “Co-Issuers”) today announced that they have commenced a cash tender offer (the “Tender Offer”) for any and all of their outstanding 5.00% Senior Notes due 2021 (the “Notes”), upon the terms and conditions described in the Co-Issuers’ Offer to Purchase, dated January 19, 2021 (as amended or supplemented, the “Offer to Purchase”), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).
The Tender Offer will expire at 5:00 p.m., New York City time, on January 25, 2021, unless extended by the Co-Issuers in their sole discretion (such date and time, as the same may be extended, the “Expiration Time”). Holders who (i) validly tender their Notes prior to the Expiration Time or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents on or prior to the Expiration Time and tender their Notes prior to 5:00 p.m., New York City Time, on January 27, 2021 (the “Guaranteed Delivery Time”), and, in each case, whose Notes are accepted for purchase pursuant to the Tender Offer will be entitled to receive the total consideration of $1,022.55 per $1,000 principal amount of Notes validly tendered and accepted for purchase (the “Tender Offer Consideration”), plus any accrued and unpaid interest from the most recent interest payment date on the Notes up to, but not including, the settlement date, which is expected to be January 26, 2021 (the “Settlement Date”). Holders who validly tender their Notes prior to the Expiration Time will receive payment on the Settlement Date, and Holders who deliver a properly completed and validly executed Notice of Guaranteed Delivery prior to the Expiration Date and validly tender their notes prior to the Guaranteed Delivery Time will receive payment on the guaranteed delivery settlement date, which is expected to be January 28, 2021, provided that accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer, including those tendered pursuant to a Notice of Guaranteed Delivery. Notes tendered prior to the Expiration Time may be withdrawn at any time prior to the Expiration Time.
The Tender Offer is subject to the satisfaction or waiver of a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the Co-Issuers having available funds, including net proceeds of at least $340 million from a concurrent debt financing (the “Financing Transaction”), on terms and conditions acceptable to the Co-Issuers sufficient to pay the Tender Offer Consideration with respect to all outstanding Notes in the Tender Offer, and certain other customary conditions.
There can be no assurance that any of the conditions to the Tender Offer will be satisfied.
If any Notes remain outstanding after the consummation of the Tender Offer, the Co-Issuers expect (but are not obligated) to redeem such Notes in accordance with the terms and conditions set forth in the related indenture governing the Notes.
The Co-Issuers have engaged Wells Fargo Securities, LLC as Dealer Manager for the Tender Offer. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at https://www.gbsc-usa.com/drawbridge/ and may be obtained from Global Bondholder Services Corporation, the Tender Agent and Information Agent, by e-mail to [email protected] or by phone at 212-430-3774 (Banks and Brokers) or 866-470-4500 (Toll-Free). Please direct questions regarding the Tender Offer to Wells Fargo Securities, LLC by phone at (866) 309-6316 or (704) 410-4756 or by e-mail to [email protected].
This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the Notes, or a notice of redemption under the indenture governing the Notes. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where applicable securities, “blue sky” or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Co-Issuers by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. In addition, this press release is not an offer to sell or the solicitation to buy any securities issued in connection with the Financing Transaction.
About the Co-Issuers
Drawbridge Special Opportunities Fund LP, a Delaware limited partnership organized in May 2002 (the “Fund”), is a private investment partnership focused on making highly diversified investments in both private and public credit primarily throughout the United States and Western Europe, but also in Australia, Asia and elsewhere on an opportunistic basis.
The Fund’s investment manager and general partner are affiliates of Fortress Investment Group LLC, which is a leading global investment management firm with $49.9 billion in assets under management as of September 30, 2020.
Drawbridge Special Opportunities Finance Corporation is a wholly-owned subsidiary of the Fund and was formed to serve as co-issuer of the Notes.
This press release may contain estimates and “forward-looking statements” as defined under U.S. federal securities laws. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond our control. We undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.