Corporate Trust Services
9062 Old Annapolis Road,
Columbia, MD 21045-1951
NOTICE OF RESULTS OF AUCTION CONDUCTED
PURSUANT TO SECTION 4.05 OF THE SECURITY AGREEMENT
TRAINER WORTHAM CBO V LTD.
To: Holders of Notes and Preference Shares
Additional parties on Schedule A
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), serves as Collateral Agent (the "Collateral Agent") pursuant to that certain Security Agreement (the "Security Agreement") dated as of November 30, 2004 among Trainer Wortham CBO V Ltd., as Issuer (the "Issuer"), Trainer Wortham CBO V, Corp., as Co-Issuer (the "Co-Issuer, and together with the Issuer, the "Co-Issuers"), U.S. Bank National Association (formerly HSBC Bank USA, National Association) as Notes Trustee, Trainer, Wortham & Company, Incorporated, as Collateral Manager and the Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Security Agreement.
I. Notice to Nominees and Custodians.
If you act as or hold Notes 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 4.05(e) of the Security Agreement
Notice is hereby given that the Auction was conducted in accordance with Sections 4.05(e) and Annex F of the Security Agreement. The Collateral Agent was unable to sell the Portfolio Collateral at the Auction because it did not receive bids that would result in sale proceeds from the sale of the Portfolio Collateral that, together with the Balance of all Permitted Investments and Cash in the Accounts, would be at least equal to the Auction Call Redemption Amount. Consequently, an Auction Call Redemption will NOT occur on the October 4, 2016 Payment Date.
You are further notified that pursuant to Section 4.05(e) of the Security Agreement, the Collateral Agent shall conduct an Auction prior to each subsequent Payment Date until the Notes are redeemed in full.
On each subsequent Auction Date, the Collateral Agent shall sell the Portfolio Collateral on the Auction Date only if the sale would result in sale proceeds, together with the Balance of all Permitted Investments and Cash in the Accounts, greater than or equal to the Auction Call Redemption Amount; provided that Holders of 100% of the Aggregate Principal Amount of any Class of Notes or holders of 100% of the Preference Shares may elect to receive less than 100% of the portion of the sale proceeds from the Portfolio Collateral and the Balance of Permitted Investments and Cash in the Accounts that would otherwise be payable to Holders of such Class or the Preference Shares, respectively and in either such case, the Auction Call Redemption Account shall be reduced accordingly.
If you are a Holder of Notes or Preference Shares and wish to elect to receive less than 100% of the portion of the sale proceeds from the Portfolio Collateral and the Balance of Permitted Investments and Cash in the Accounts that would otherwise be payable on the Payment Date following the Auction Date, and thereby reduce the Auction Call Redemption Amount, please contact the Collateral Agent at least 15 Business Days prior to any subsequent Payment Date at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: CDO Trust Service - Trainer Wortham First Republic CBO V Ltd.
Email: [email protected]
You may direct questions to the attention of Karen Taylor by telephone at 443-884-2149, 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 N2702-011, 9062 Old Annapolis Road, Columbia, MD 21045-1951.
The Collateral Agent 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 Collateral Agent as their sole source of information. The Collateral Agent makes no recommendations and gives no investment advice herein or as to the Notes or Preference Shares generally.
Dated: September 20, 2016
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
Holders of Notes and Preference Shares:* 89288FAA0, 89288FAB8, 89288FAC6, 89288FAD4, 89288FAE2, G8993FAA9, G8993FAC5, G8993FAE1, 89288E303
Trainer Wortham CBO V Ltd.
c/o Intertust SPV (Cayman) Limited
190 Elgin Avenue
Grand Cayman KY1-9005,
Attention: the Directors
Telecopy no. 345-945-4757
Trainer Wortham CBO V Corp.
c/o Puglisi and Associates
850 Library Avenue, Suite 200
Newark, Delaware 19711
Attention: Donald J. Puglisi
Moody's Investors Service
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attn: CDO Monitoring
Facsimile No.: 212-553-0355
e-mail: [email protected]
Standard & Poor's
55 Water Street, 41st Floor
New York, New York 10041-0003
Fax: (212) 438-2664
Attention: CBO / CLO Surveillance
E-mail: [email protected]
Trainer, Wortham & Company
1230 Avenue of the Americas
New York, New York 10022
Facsimile: (212) 826-2198
Attention: John Knox
U.S. Bank National Association
100 Wall Street, Suite 1600
New York, New York 10005
Facsimile: (212) 809-4993
Attention: Corporate Trust Group
Irish Listing Agent and the Note Paying Agent in Ireland:
NCB Stockbrokers Limited
3 George's Dock,
International Financial Services Centre
Dublin 1, Ireland
Facsimile: (353) 1 611 5998
Attention: Joanne McEnteggart
Swap Counterparty and Cap Provider:
Bank of New York
Swap and Derivatives Products Group
32 Old Slip, 15th Floor
New York, New York 10286
Telephone: (212) 635-1105
Facsimile: (212) 635-1958
Telex No.: TRT17763
Attention: Stephen Lawler, Senior Vice President
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 Collateral Agent 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.
This information is provided by RNS