Barclays Bank PLC ("the Offeror") today announced that it has commenced a tender offer to purchase for cash (the "Offer") (i) all of the outstanding Class A-2L Floating Rate Notes Due October 2017, Class A-3L Floating Rate Notes Due October 2017, Class B-1L Floating Rate Notes Due October 2017 and Class B-2L Floating Rate Notes Due October 2017 (together the "Notes"); and (ii) 4,040,000 shares of Preferred Shares (the "Preferred Shares" and together with the Notes the "Securities") of ACA CLO 2005-1, Limited (the "Issuer") and ACA CLO 2005-1 LLC (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"). The Offer is being made pursuant to an Offer to Purchase (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal"), each dated January 20, 2012.

The following table shows the Securities included in the Offer as well as the applicable purchase price for each $1,000 principal amount of the Notes or per share of Preferred Shares.

Securities

 

CUSIP

 

ISIN

 

Outstanding Principal Amount/Outstanding Shares

 

Early Tender Price(*)

 

Early Tender Premium(*)

 

Late Tender Price(*)

Class A-2L Floating Rate

Notes Due October 2017

00082LAB0 (Rule 144A Global Notes)

G00694AB8 (Regulation S Global Notes)

USG00694AB83 $18,000,000 $950 N/A $950
Class A-3L Floating Rate

Notes Due October 2017

00082LAC8 (Rule 144A Global Notes)

G00694AC6 (Regulation S Global Notes)

USG00694AC66 $19,000,000 $920 N/A $920
Class B-1L Floating Rate

Notes Due October 2017

00082LAD6 (Rule 144A Global Notes)

G00694AD4 (Regulation S Global Notes)

USG00694AD40 $16,500,000 $900 N/A $900
Class B-2L Floating Rate

Notes Due October 2017

00082KAA4 (Rule 144 Definitive Notes)

G00690AA8 (Regulation S Definitive Notes)

XS0225164424 $8,000,000 $900 N/A $900
Preferred Shares (the"Preferred Shares") 00082K205 (Rule 144A Definitive Preferred Shares)

G00690209 (Regulation S Definitive Preferred Shares)

00082K304 (Accredited Investor Definitive Preferred Shares)

XS0227011268 24,075,258 $0.70 $0.07 $0.63

(*) Per $1,000 principal amount of Notes or per share of Preferred Shares that are accepted for purchase.

As of the date hereof, the Offeror owns the following securities of the Co-Issuers: (i) all of the $206,921,339 outstanding principal amount of Class A-1L Floating Rate Notes Due October 2017 and (ii) 8,000,000 of the 24,075,258 outstanding Preferred Shares.

The Offeror is offering to pay a higher price for those Preferred Shares validly tendered at or prior to the Early Tender Time (as defined below) than for Preferred Shares validly tendered after the Early Tender Time. The Offeror is offering to pay, in respect of Preferred Shares accepted for purchase pursuant to the Offer that are validly tendered at or prior to the Early Tender Time, the price set out next to the Preferred Shares in the table above under the column titled "Early Tender Price" (such price, the "Early Tender Price"). The Offeror is offering to pay, in respect of Preferred Shares accepted for purchase pursuant to the Offer that are validly tendered after the Early Tender Time and at or prior to the Expiration Time (as defined below), the price set out next to the Preferred Shares in the table above under the column titled "Late Tender Price" (the "Late Tender Price").

In the case of the Preferred Shares, the Late Tender Price is equal to the Early Tender Price minus the amount set forth in the table above under the column titled "Early Tender Premium." In the case of each series of Notes the Early Tender Price and Late Tender Price are the same. Upon the terms and subject to the conditions of the Offer, the Offeror will pay the applicable Early Tender Price or Late Tender Price on the "Payment Date," which will occur promptly following the Expiration Time.

The Offer will expire at 5:00 p.m., New York City time, on February 17, 2012 (the "Expiration Time"), unless extended. The "Early Tender Time" will be 5:00 p.m., New York City time, on February 2, 2012, unless extended. There are no withdrawal rights under the terms of the Offer. Subject to applicable law, once Securities are tendered in the Offer, they may not be validly withdrawn.

The Offer is subject to certain conditions, including the condition that the Offeror must receive valid tenders of 4,037,630 Preferred Shares (equal to a notional amount of $4,037,630), which are more fully described in the Offer to Purchase. The Offer is not subject to any financing condition.

The Offeror has engaged Barclays Capital Inc. as the Dealer Manager for the Offer. Questions regarding the Offer may be directed to Barclays Capital Inc., Attention: Sonya Lee, US Credit Structuring at (212) 412-5155 (collect) or CLOStructuring@barclayscapital.com. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent/Depositary for the Offer, Global Bondholder Services Corporation, at (866) 736-2200 (toll-free) or (212) 430-3774 (collect).

Forward-Looking Statements

Certain statements contained in this release are "forward-looking statements" and are prospective. These statements may be identified by their use of forward-looking terminology such as the words "expects," "projects," "believes," "anticipates," "intends" or other similar words. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Barclays Capital
Seth Martin, +1-212-412-7565
seth.martin@barcap.com