Today, ABN AMRO Bank N.V. (ABN AMRO) announces an exchange and cash tender offer for outstanding USD 250 million 7¾% Subordinated Deposit Notes, Series B, due 2023 of RBS N.V., New York Branch) (formerly known as “ABN AMRO Bank N.V., New York Branch”) (RBS) (CUSIP/ISIN: 00077TAA2 /US00077TAA25) into new 7.75% Fixed Rate Subordinated Notes due 2023 to be issued under ABN AMRO’s US$25 billion Program for the Issuance of Senior/Subordinated Medium Term Notes or cash.
In connection with the legal demerger (juridische afsplitsing) effectuated on 6 February 2010, which demerged the Dutch State-acquired businesses from the RBS-acquired businesses of the Former ABN AMRO Group, these notes were economically allocated to ABN AMRO. However, following the legal demerger, these notes remained the formal legal obligations of RBS.
The primary reason for these offers is to effectuate a transfer of the notes to ABN AMRO, in accordance with arrangements made in connection with the legal demerger. RBS and ABN AMRO are currently finalizing their discussions on further detailing these arrangements. Accordingly, the offers are conditional, inter alia, on completion of these arrangements between ABN AMRO and RBS on terms reasonably satisfactory to ABN AMRO.
Further details, terms and conditions of this transaction, including noteholder eligibility conditions, can be found in the Exchange and Tender Offer Memorandum dated 27 May 2011 which can be obtained from the Exchange and Tender Agent D.F. King & Co., Inc.