Publication of Prospectus

RNS Number : 2275T

NB Distressed Debt Invest. Fd. Ltd

23 September 2010

 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

23 September 2010

NB Distressed Debt Investment Fund Limited Publication of Prospectus

The board of directors of NB Distressed Debt Investment Fund Limited (the "Company") today announces the publication of a prospectus (the "Prospectus") for the secondary placing of the Company's Ordinary Shares which are intended to be admitted to trading on the Specialist Fund Market of London Stock Exchange plc and to listing and trading on the Official List of the Channel Islands Stock Exchange (the "Secondary Placing").

The Company is targeting an issue in excess of US$75 million with the actual size being subject to investor demand. The Issue Price will be at a premium to the aggregate of the prevailing published NAV per Ordinary Share and the estimated costs and expenses of the Secondary Placing. The Issue Price will be determined by the Joint Bookrunners and the Company by reference to the prevailing share price and net asset value per Ordinary Share. In any event, the Issue Price will be no less than US$1.00 and no greater than the higher of the closing mid-market price on the day prior to the closing of the Secondary Placing and US$1.00.

The Issue Price and the number of Ordinary Shares to be issued pursuant to the Issue and the proceeds therefrom will be notified by the Company via RIS announcements.

As at 16 September 2010, the Investment Manager had invested approximately 34 per cent. of the Net Asset Value in thirteen investments across industries including: power, telecommunications, lodging and casinos, real estate, food products, transportation, financials, airlines and healthcare. All of these investments are in senior secured bank debt/notes with the exception of one investment in senior unsecured notes. The average cost of these investments was approximately 58 per cent. of original face value. As at 16 September, 42.8 per cent. of these investments were in default.

NB Distressed Debt Investment Fund Limited is a closed-ended investment company incorporated in Guernsey. The Company is managed by Neuberger Berman Europe Limited, an indirect wholly-owned subsidiary of NB Group. The Company's primary objective is to provide investors with attractive risk-adjusted returns through long-biased, opportunistic stressed, distressed and special situation credit-related investments while seeking to limit downside risk by, amongst other things, focusing on senior and senior secured debt with both collateral and structural protection.

Oriel Securities Limited and RBS Hoare Govett Limited are acting as joint global co-ordinators and joint bookrunners to the proposed Issue. Oriel Securities Limited is also acting as financial adviser to the Company.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus.

The Prospectus has been approved by the UK Listing Authority and is available on the website of the Company at www.nbddif.com. To view the full document, please place the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/2275T_-2010-9-23.pdf

A copy of the prospectus has also been submitted to the National Storage Mechanism  (which has replaced the UK Listing Authority's Document Viewing Facility) and will shortly be available for inspection at www.hemscott.com/nsm.do  

For further information, please contact:

Neuberger Berman Europe Nick Hoar Damian Holland	[phone]
Oriel Securities Joe Winkley Neil Langford	[phone]
RBS Hoare Govett   Gary Gould Stuart Klein	[phone]
Financial Dynamics Rob Bailhache Nick Henderson	[phone]

This announcement has been approved for issue in the United Kingdom for the purposes of section 21 of the UK Financial Services and Markets Act 2000 by Neuberger Berman Europe Limited ("NBEL") which is authorised and regulated by the UK Financial Services Authority.

This document and the information contained herein is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia or Japan or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia or Japan. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law. Accordingly, recipients represent that they are able to receive this document without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business.

This document has been prepared by NB Distressed Debt Investment Fund Limited ("NBDDIF") and is the sole responsibility of NBDDIF. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by NBDDIF or NBEL or Oriel Securities Limited ("Oriel Securities") or RBS Hoare Govett Limited ("RBS Hoare Govett") or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of Neuberger Berman LLC, Neuberger Berman Fixed Income LLC ("NBFI"), Oriel Securities, RBS Hoare Govett nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to NBDDIF or as to the truth, accuracy or completeness of this document, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this document and nothing in this document is or should be relied on as a promise or representation as to the future.

NBDDIF will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act. The securities described in this document have not been and will not be registered under the Securities Act, or the laws of any state of the United States. Consequently, such securities may not be offered, sold or otherwise transferred within the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state laws and under circumstances which will not require NBDDIF to register under the Investment Company Act. No public offering of the securities is being made in the United States.

This document may contain certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be indentified by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will", and "would", or the negative of those terms or other comparable terminology. The forward-looking statements are based on Neuberger Berman's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known or are within Neuberger Berman's control. If a change occurs, NBDDIF's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Some of the factors that could cause actual results to vary from those expressed in forward-looking statements, include, but are not limited to: the factors described in this document; the rate at which NBDDIF deploys its capital in investments and achieves expected rates of return; NBDDIF, NBEL and NBFI's ability to execute NBDDIF's investment strategy, including through the identification of a sufficient number of appropriate investments; the continuation of NBEL and NBFI as investment manager and sub-investment manager, respectively, of NBDDIF's investments; the continued affiliation with Neuberger Berman of its key investment professionals; NBDDIF's financial condition and liquidity; changes in the values of or returns on investments that the Company makes; changes in financial markets, interest rates or industry, general economic or political conditions; and the general volatility of the capital markets and the market price of NBDDIF's shares.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Any forward-looking statements are only made as at the date of this document, and Neuberger Berman neither intends nor assumes any obligation to update forward-looking statements set forth in this document whether as a result of new information, future events, or otherwise, except as required by law or other applicable regulation. In light of these risks, uncertainties, and assumptions, the events described by any such forward-looking statements might not occur. Neuberger Berman qualifies any and all of their forward-looking statements by these cautionary factors. Please keep this cautionary note in mind while reading this document.

This document is an advertisement and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of NBDDIF or other evaluation of any securities of NBDDIF or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this document nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of NBDDIF or any other entity or any persons holding securities of NBDDIF and no information set out in this document or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the Prospectus. Copies of the Prospectus (when published) may be obtained, subject to applicable law, at no cost from the registered office of NBDDIF.

This document, any presentation made in conjunction with this document and any accompanying materials (the "Information Materials") are made available for information purposes only. The Information Materials, which are not a prospectus or listing particulars or an admission document, do not contain any representations, do not constitute or form part of any offer or invitation to sell or transfer, or to underwrite, subscribe for or acquire, any shares or other securities, and do not constitute or form any part of any solicitation of any such offer or invitation, nor shall they or any part of them or the fact of their distribution form the basis of or be relied upon in connection with any contract therefore, and do not constitute a recommendation regarding the securities of NBDDIF.

Prospective investors should take note that any securities may not be acquired by investors using assets of any retirement plan or pension plan that is subject to Part 4 of Subtitle B of Title I of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") or section 4975 of the United States Internal Revenue Code of 1986, as amended (the "Code"), entities whose underlying assets are considered to include "plan assets" of any such retirement plan or pension plan, or any governmental plan, church plan, non-U.S. plan or other investor subject to any state, local, non-U.S. or other laws or regulations similar to Title I or ERISA or Section 4975 of the Code or that would have the effect of the regulations issued by the United States Department of Labor set forth at 29 CFR Section 2510.3-101, as modified by section 3(42) of ERISA.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of Neuberger Berman. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Recipients of this document are recommended to seek their own independent legal, tax, financial and other advice and should rely solely on their own judgement, review and analysis in evaluating Neuberger Berman, its business and its affairs. Potential investors and their representatives are invited to ask questions of, and receive answers from, NBDDIF and NBFI concerning the contemplated investment to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information herein.

Oriel Securities and RBS Hoare Govett, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for NBDDIF and no-one else in connection with the potential offering of securities by NBDDIF and will not be responsible to anyone other than NBDDIF for providing the protections afforded to customers of Oriel Securities and RBS Hoare Govett or for providing advice in relation to the offer of securities by NBDDIF.

By reading this document you will be deemed to have represented, warranted and undertaken for the benefit of Neuberger Berman, Oriel Securities and RBS Hoare Govett and others that (a) you are outside of the United States and are a "Relevant Person" (as defined above), (b) you have read and agree to comply with the contents of this notice, you will keep the information in this document and delivered during any accompanying document and all information about Neuberger Berman confidential, and will not reproduce or distribute, in whole or in part, (directly or indirectly) any such information, until such information has been made publicly available and take all reasonable steps to preserve such confidentiality, and (c) you are permitted, in accordance with applicable laws, to receive such information.

Neuberger Berman Europe Limited is authorised and regulated by the United Kingdom Financial Services Authority and whose registered address is at Lansdowne House, 57 Berkeley Square, London, W1J 6ER. Neuberger Berman LLC is a registered Investment Adviser and Broker Dealer and member of the New York Stock Exchange, the Financial Industry Regulation Authority and the Securities Investor Protection Corporation. Neuberger Berman Fixed Income LLC is a US registered Investment Adviser. Neuberger Berman is a registered trademark. All rights reserved. © 2010 Neuberger Berman.

 

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