Source - RNS
RNS Number : 7590I
Franklin CLO V, LTD.
01 September 2016
 

FRANKLIN CLO V, LTD.

FRANKLIN CLO V,  CORP.

 

NOTICE OF OPTIONAL REDEMPTION

 

NOTE:  THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. 

August 31, 2016

To:       The Holders of the Notes described as follows:

Class

CUSIP*

Rule 144a

Regulation S

ISIN*

Rule 144a

Regulation S
Common Code

CUSIP*

Physical Securities

 

ISIN*

Physical Securities

 

Class B Notes

352569AC1

G3660MAC3

US352569AC12

USG3660MAC31

025287720

N/A

N/A

Class C Notes

352569AD9

G3660MAD1

US352569AD94

USG3660MAD14

025287843

N/A

N/A

Class D Notes

352569AE7

G3660MAE9

US352569AE77

USG3660MAE96

025288220

N/A

N/A

Class E Notes

352567AA9

G36605AA4

US352567AA99

USG36605AA45

25288556

352567AB7

 

US352567AB72

Subordinated Notes

352569AF4

G3660MAF6

US352569AF43

USG3660MAF61

25288734

352569AH0

US352569AH09

 


 

To:       Those Additional Addressees listed on Schedule I hereto

 

Reference is made to  that certain Indenture, dated as of May 18, 2006 (as amended by that certain Supplemental Indenture No. 1 dated as of February 18, 2011, as further amended, supplemented or modified from time to time, the "Indenture"), by and between Franklin CLO V, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the "Issuer"), Franklin CLO V, Corp., a company organized under the laws of the State of Delaware, as co-issuer (the "Co-Issuer" and together with the Issuer, the "Co-Issuers") and The Bank of New York Mellon Trust Company, National Association (as successor trustee to JPMorgan Chase Bank, National Association), as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

 

            Pursuant to Section 9.1 of the Indenture, the Holders of at least a Majority of the Subordinated Notes  has directed the Co-Issuers to redeem the Rated Notes in whole pursuant to a Redemption by Liquidation under Section 9.1(b) of the Indenture and the Issuer to redeem the Subordinated Notes in whole, in connection therewith, pursuant to Section 9.1(d) of the Indenture (collectively, the "Optional Redemption"). In accordance with Section 9.3 of the Indenture, on behalf of the Co-Issuers, the Trustee hereby provides notice of the following information relating to the Optional Redemption:

 

The Redemption Date for the Notes shall be September 15, 2016.

 

            The Redemption Price of the Notes to be redeemed shall be as follows:  

 

(i)         For the Class B Notes, $8,696,082.64 (which is an amount equal to the sum of (i) 100% of the Aggregate Outstanding Amount of the Class B Notes plus (ii) accrued and unpaid interest thereon at the applicable Interest Rate through the Redemption Date);

 

(ii)        For the Class C Notes, $23,581,225.14 (which is an amount equal to the sum of (i) 100% of the Aggregate Outstanding Amount of the Class C Notes plus (ii) accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest) at the applicable Interest Rate through the Redemption Date);

 

(iii)       For the Class D Notes, $21,626,509.58 (which is an amount equal to the sum of (i) 100% of the Aggregate Outstanding Amount of the Class D Notes plus (ii) accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest) at the applicable Interest Rate through the Redemption Date);

 

(iv)       For the Class E Notes, $13,159,549.72 (which is an amount equal to the sum of (i) 100% of the Aggregate Outstanding Amount of the Class E Notes plus (ii) accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest) at the applicable Interest Rate through the Redemption Date);

 

(v)        For the Subordinated Notes, its pro rata share of the amount (if any) equal to (i) until the amount of all payments on the Subordinated Notes achieves the Specified Internal Rate of Return, 100% of the remaining proceeds of the Collateral and then (ii) 80% of any remaining proceeds of the Collateral, in each case, after giving effect to the payment of the Redemption Prices of the Rated Notes and all other amounts payable senior to the Subordinated Notes under the Priority of Payments. The remaining 20% of such remaining proceeds when clause (ii) above applies shall be payable to the Collateral Manager as the Incentive Collateral Management Fee in accordance with the Priority of Payments.

 

On the Redemption Date, each Class of Notes Outstanding is being paid in full and interest on the Rated Notes shall cease to accrue on the Redemption Date. All of the Subordinated Notes are to be redeemed on the Redemption Date.

 

Additional amounts may become available for distribution to Holders of Subordinated Notes after the Redemption Date and the distribution of such amounts (if any) may be made on dates other than Payment Dates. Accordingly, the Subordinated Notes should not be surrendered at this time. The Trustee will send written notice to the Holders of Subordinated Notes regarding surrender of the Subordinated Notes at a later date.

Notwithstanding anything herein to the contrary, the completion of the Optional Redemption described herein is subject to the satisfaction of any additional conditions set forth in the Indenture. Payment of the Redemption Price on the Redemption Date will only be made upon presentation and surrender of the Notes (other than the Subordinated Notes) to the Trustee at the places set forth below on or prior to the Redemption Date.

By First Class Registered/
Certified mail
:

The Bank of New York Mellon Trust Company,

National Association

Global Corporate Trust

P.O. Box 2320

Dallas, Texas 75221-2320

By Express Delivery Only:

The Bank of New York
Mellon Trust Company,

National Association

Global Corporate Trust

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

By Hand Only:

The Bank of New York Mellon

101 Barclay Street

New York, New York, 10286

1st Floor East

Corporate Trust Window

 

The method of delivery is at the option and risk of the Holder.  On the Redemption Date, the Redemption Price will become due and payable.

Under current United States federal income tax law, a trustee making payment of interest or principal on securities may be obligated to apply backup withholding to payments of the interest or principal payable to a holder who (i) has failed to furnish the trustee with a valid taxpayer identification number and certifications that the holder is not subject to backup withholding under the Internal Revenue Code of 1986, as amended (the "Code") and that the holder is a United States person (including a U.S. resident alien) as defined by the Code or (ii) has failed to provide appropriate certification to establish that the holder is not a United States person.  Holders who are United States persons and wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting the Notes, as applicable, for payment. Holders who are non-United States persons should submit an appropriate IRS Form W-8.

Please contact Jayna Patel at The Bank of New York Mellon Trust Company, National Association at (713) 483-6867 or [email protected] with questions.

THE BANK OF NEW YORK MELLON TRUST COMPANY, National Association, as

Trustee


Schedule I

Additional Addressees

 

 

Issuer:

Franklin CLO V, Ltd.

c/o MaplesFS Limited

P.O. Box 1093, Boundary Hall

Cricket Square

Grand Cayman, Cayman Islands KY1-1102

Attention: Directors

Facsimile: (345) 945-7100

Email: [email protected]

 

Co-Issuer:

Franklin CLO V, Corp.

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: The Directors

Facsimile: (302) 738-7210

Email: [email protected]

 

Investment Manager:

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, CA 94403

Attention:  Floating Rate Debt Group

Re.: Franklin CLO V, Ltd.

Facsimile No.: (650) 312-3346

 

DTC, Euroclear and Clearstream (if applicable):

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

 

 

Rating Agencies:

Moody's Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: CDO/CLO Monitoring

With an electronic copy to:

[email protected]

 

Standard & Poor's

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention:  CDO Surveillance

With an electronic copy to [email protected]

 

Administrator:

MaplesFS Limited

P.O. Box 1093, Boundary Hall

Cricket Square

Grand Cayman, Cayman Islands KY1-1102

Attention: Directors

Facsimile: (345) 945-7100

Email: [email protected]

 

 

Irish Stock Exchange Announcement Office:

The Irish Stock Exchange plc

Company Announcement Office

28 Anglesea Street

Dublin 2, Ireland

Electronic copy to be uploaded to website

provided by ISE

 

 

 

 

 

 



This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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