Source - RNS
RNS Number : 1144J
RFC CDO II Ltd and RFC CDO II Corp
06 September 2016
 

Corporate Trust Services

9062 Old Annapolis Road

Columbia, MD 21045-1951

MAC: R1204-010

 


 

 

 NOTICE OF RESULTS OF AUCTION CONDUCTED

PURSUANT TO SECTION 9.3 OF THE INDENTURE

 

RFC CDO II LTD.

           

To:  Holders of Notes and Preference Shares

Additional parties on Schedule A

 

WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), serves as trustee (the "Trustee") and securities intermediary pursuant to that certain Indenture dated as of March 3, 2005 (as modified, amended and supplemented from time to time, the "Indenture") among RFC CDO II LTD. (the "Issuer"), RFC CDO II CORP. (the "Co-Issuer", together with the Issuer, the "Co-Issuers") and the Trustee.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms 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 Results of Auction Conducted Pursuant to Section 9.3 of the Indenture.

 

Notice is hereby given that an Auction was conducted in accordance with Sections 9.3 and Schedule G of the Indenture.  The Trustee was unable to sell the Collateral Debt Securities at the Auction because it did not receive bids that would result in Sale Proceeds from the sale of the Collateral Debt Securities that, together with the Balance of all Eligible Investments and Cash in the Accounts, would be at least equal to the Redemption Amount.  Consequently, an Auction Call Redemption will NOT occur on the September 15, 2016 Distribution Date.

 

You are further notified that pursuant to Section 9.3 of the Indenture, the Trustee shall conduct an Auction prior to each subsequent Distribution Date until the Notes have been redeemed in full. On each subsequent Auction Date, the Trustee shall sell the Collateral Debt Securities only if the sale would result in Sale Proceeds, together with the Balance of all Eligible Investments and Cash in the Accounts, greater than or equal to the Redemption Amount; provided that the holders of one hundred percent (100%) of the Aggregate Outstanding Amount of a Class of Notes may elect, in connection with any Auction Call Redemption, to receive less than one hundred percent (100%) of the Redemption Price that would otherwise be payable to holders of such Class, in which case, the Redemption Amount shall be reduced accordingly.

 

If you are a Holder of Notes and wish to elect to receive less than one hundred percent (100%) of the Redemption Price that would otherwise be payable on the Redemption Date following any Auction Date, and thereby reduce the Redemption Amount, please contact the Trustee at least 15 Business Days prior to any subsequent Distribution Date at:

 

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: CDO Trust Service - RFC CDO II Ltd.

Fax: 866-523-5038, Attn: Xuan Du

Email: [email protected]

 

            You may direct questions to the attention of Xuan Du by telephone at 410-884-6440, by e-mail at Xuan.Du@wellsfargo.com, by facsimile at 866-523-5038 or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn: Xuan Du, 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 of Notes or Preference Shares is not consistent with equal and full dissemination of material information to all holders of Notes or Preference Shares.  Holders of Notes or Preference Shares 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 or Preference Shares generally.

 

Dated: August 31, 2016           

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee



Schedule A

 

Holders of Notes and Preference Shares:* 74955AAA5, 74955AAC1, 74955AAP2, G7550UAA3, G7550UAC9, G7550UAD7, G7550UAE5, G7550UAF2, 74955AAR8, 74955C202

 

Issuer:

RFC CDO II Ltd.

c/o Maples FS Limited

P.O. Box 1093GT

Queensgate House, South Church Street

George Town, Grand Cayman

Cayman Islands

Attention: The Directors

 

with a copy to:

 

Maples and Calder

P.O. Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

Attention: Mark Rawlins

 

Co-Issuer:

RFC CDO II Corp.

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Donald Puglisi, Esq.

 

Rating Agencies:

Standard & Poor's

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Structured Finance Ratings, Asset-Backed Securities CBO/CLO Surveillance

E-mail: [email protected]

 

Fitch Ratings

1 State Street Plaza

New York, New York 10004

Attention: Credit Products Surveillance

E-mail: [email protected]

Collateral Manager:

Castle Peak Capital Advisors, LLC

12 South Sixth Street, Suite 950

Minneapolis, MN 55402

 

Preference Share Paying Agent:

HSBC Financial Services (Cayman) Limited

Strathvale House, North Church Street

P O Box 1109GT

George Town, Grand Cayman

Cayman Islands

 

with a copy to:

 

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CDO Trust Services - RFC CDO II Ltd., Xuan Du

 

Hedge Counterparty:

Deutsche Bank AG, Head Office

Taunusanlage 12

60262 Frankfurt

Germany

Attention: Legal Department

 

Irish Stock Exchange:

The Company Announcements Office

The Irish Stock Exchange

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 such Holders. 


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