Source - RNS
RNS Number : 8108L
TIAA Structured Finance CDO II Ltd
05 October 2016




The following replaces the announcement released on 4th October 2016 at 16:33 RNS number 6863L in its entirety.




Corporate Trust Services

9062 Old Annapolis Road

Columbia, MD 21045-1951

MAC: R1204-010







To:       The Parties listed on Schedule A hereto.

Reference is made to that certain Indenture dated as of May 1, 2003 (the "Indenture") among TIAA Structured Finance CDO II, Limited, as Issuer, TIAA Structured Finance CDO II, LLC, as Co-Issuer, and Wells Fargo Bank, National Association (f/k/a Wells Fargo Bank Minnesota, National Association), as Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

            I.          Notice to Nominees and Custodians


            If you act as or hold Notes or Preference Shares as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or Preference Shares or such other representative who is authorized to take actions.  Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.


            II.        Notice of Auction Pursuant to Section 9.7 of the Indenture


Notice is hereby given that an Auction will be conducted in accordance with Section 9.7 and Schedule 11 of the Indenture on October 26, 2016 (the "October 2016 Auction Date").  The Trustee shall sell the Collateral Debt Securities on the October 2016 Auction Date only if the sale would result in Disposition Proceeds, together with the Balance of all Eligible Investments and Cash held by the Issuer, at least equal to the Total Redemption Amount.  The Total Redemption Amount is the aggregate amount required to redeem all the Notes of the Issuer and pay all required fees, expenses and other amounts due and payable by the Issuer pursuant to, and subject to, the terms of the Indenture.  Pursuant to Section 9.7(b) of the Indenture, the Asset Manager, although it may not have been the highest bidder, will have the option to purchase directly or through an Affiliate the Collateral Debt Securities (or any Subpool) for a purchase price equal to the highest bid therefor.


Notwithstanding the foregoing, the holders of 100% of the Aggregate Outstanding Amount of any Class of Notes may elect, in connection with any Auction Call Redemption, to receive less than 100% of the Redemption Price that would otherwise be payable to Holders of such Class, in which case, the Total Redemption Amount shall be reduced accordingly.  If you are a Holder of Notes and wish to elect to receive less than 100% of the amount that would otherwise be payable to you on the Redemption Date following the October 2016 Auction Date, and thereby reduce the Total Redemption Amount, please contact the Trustee at least 5 Business Days prior to the October 2016 Auction Date at:


Wells Fargo Bank, National Association

Corporate Trust Department

9062 Old Annapolis Road

Columbia, MD 21045-1951

Attention: Karen Taylor

Fax: 866-359-9244


            You may direct questions and requests for the Auction Solicitation Package containing details of the upcoming auction to the attention of Karen Taylor by telephone at 410-884-2149, by e-mail at [email protected], by facsimile at 866-359-9244, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Karen Taylor, MAC: R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045-1951.


            The Trustee may conclude that a specific response to particular inquiries from individual

Holders is not consistent with equal and full dissemination of material information to all Holders. Holders should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes.


Dated: October 5, 2016                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and                                                                    Preference Share Paying Agent

Schedule A


Holders of Notes or Preference Shares:*87245WAB7, 87245WAC5, 87245WAD3, 87245WAE1, G88597AC6, 87245V202, G8859Q209



TIAA Structured Finance CDO II, Limited

c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

George Town, Grand Cayman KY1-1102

Cayman Islands

Attn:  The Directors



TIAA Structured Finance CDO II, LLC

1209 Orange Street

Wilmington, Delaware 19801

Attn: The President


Rating Agencies:

Moody's Investors Service

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attn: CBO/CLO Monitoring

E-mail: [email protected]


Standard & Poor's

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Asset-Backed Surveillance Group/CBO-CLO

E-mail: [email protected]


Hedge Counterparty:

Wells Fargo Bank, NA

301 South College, MAC D1053-077

Charlotte, NC 28202-0600

Attention: Derivatives Documentation Group (Structured Products)





with copy to:

Wells Fargo Bank, N.A.

550 California Street, 12th Floor

MAC A0112-121

San Francisco, California 94104

Attention: Derivatives Documentation Manager


Asset Manager:

Teachers Advisors, Inc.

730 Third Avenue

New York, New York 10017

Attn: Aashh Parekh, re: TIAA Structured Finance CDO II, Limited


with copy to:

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attn: Charles Mattison, re: TIAA Structured Finance CDO II, Limited


Irish Stock Exchange:

Company Announcement Office

The Irish Stock Exchange Limited

28 Anglesea Street

Dublin 2, Ireland




This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.


*  The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note or Preference Share. The numbers are included solely for the convenience of the Holders. 

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