HAMILTON, Bermuda--(BUSINESS WIRE)-- Scottish Annuity & Life Insurance Company (Cayman) Ltd. (the "Company"), a wholly owned subsidiary of Scottish Re Group Limited (Pink Sheets: SKRRF), has commenced a cash tender offer for any and all of the outstanding 5.902% Collateral Facility Certificates (the "Pass-Through Certificates") of the Stingray Pass-Through Trust (the "Pass-Through Trust").
The tender offer is being made pursuant to the Offer to Purchase, dated July 7, 2010 (as it may be amended and supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal, dated July 7, 2010 (as it may be amended and supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which set forth the full details of the terms and conditions of the Offer.
The Company recently entered into privately negotiated transactions for the purchase of approximately $55.5 million aggregate stated amount of Pass-Through Certificates, from certain third party institutional holders (the “Privately Negotiated Stingray Transactions”). In connection with the Privately Negotiated Stingray Transactions, the sellers of the Pass-Through Certificates provided the requisite consents to amend certain transaction documents related to the Pass-Through Certificates. The amendments, among other things, allowed the interest rate swap related to the Pass-Through Trust (the “Interest Rate Swap”) to be terminated. The Interest Rate Swap was terminated on July 2, 2010 and resulted in a termination payment of $39,187,000 by the swap counterparty to the Pass-Through Trust. Such swap termination payment was calculated based upon the value of the swap as of its termination date, and will be distributed, pro rata, to holders of Pass-Through Certificates as of June 30, 2010, on the next distribution date, which is expected to occur on July 12, 2010. The repurchases of the Pass-Through Certificates in the Privately Negotiated Stingray Transactions are expected to settle with the respective sellers on July 7, 2010 and July 13, 2010 and are at the same price as in the Offer.
The amendments also eliminate a covenant in the transaction documents prohibiting the sale by the Company of all or substantially all of its assets without the acquiring entity assuming the obligations of the Company.
UBS Securities LLC will serve as Dealer Manager for the Offer. Persons with questions regarding the Offer should contact UBS Securities LLC, toll-free at (888) 719-4210. Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent, at (212) 269-5550 or (888) 869-7406.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Pass-Through Certificates or any other security. The Offer is made only by the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to security holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Dealer Manager on behalf of the Company.
About Scottish Re
Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re has operating businesses in Bermuda, Ireland and the United States. Its operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited and Scottish
