Source - RNS
RNS Number : 9788L
MUIR GROVE CLO, LTD & CORP
07 October 2016
 

 

MUIR GROVE CLO, LTD.

MUIR GROVE CLO, CORP.

 

NOTICE OF OPTIONAL REDEMPTION

 

Date of Notice:  October 6, 2016

 

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

 

To:       The Holders of the Securities described as follows:

 

Class of

Securities

CUSIP*

Rule 144A

Reg D

Reg S

ISIN*

Reg S

Common

Code*

Class A Notes

625015AA0

N/A

G63331AA3

USG63331AA32

032209718

Class B Notes

625015AC6

N/A

G63331AC9

USG63331AC97

032209726

Class C Notes

625015AD4

N/A

G63331AD7

USG63331AD70

032209734

Class D Notes

625015AE2

N/A

G63331AE5

USG63331AE53

032209769

Class E Notes

625015AA5

N/A

G63332AA1

USG63332AA15

032209777

Senior Subordinated Notes

625013AB3

625013AC1

G63332AB9

USG6332AB97

032209815

Junior Subordinated Notes

625013AD9

625013AE7

G63332AC7

USG63332AC70

032209807

 

To: Those Additional Parties Listed on Schedule I hereto

 

Reference is made to that certain Indenture dated as of September 20, 2007 (as amended, supplemented, restated and otherwise modified from time to time, the "Indenture") among Muir Grove CLO, Ltd., as issuer (the "Issuer"), Muir Grove CLO, Corp., as co-issuer (the "Co-Issuer", and together with the Issuer, the "Issuers") and U.S. Bank National Association (as successor trustee to Wilmington Trust Company), as trustee (the "Trustee").  Capitalized terms used and not defined herein shall have the meanings provided in the Indenture.

 

 

*  No representation is made as to the correctness of the CUSIP, ISIN and Common Code numbers either as printed on the Securities or as contained in this notice.  Such numbers are included solely for the convenience of the Holders.

 

 

            Pursuant to Sections 9.1(a) and 9.3 of the Indenture, the Redemption Control Class (being defined for this purpose in the Indenture as a Majority of the Aggregate Outstanding Amount of each Class of the Subordinated Notes, voting separately) has directed the Issuer to redeem the Securities (the "Optional Redemption"). In accordance with Section 9.4 of the Indenture, the Trustee hereby provides notice of the following information relating to the Optional Redemption:

 

The Redemption Date shall be October 25, 2016.

 

The Redemption Record Date shall be October 7, 2016.

 

The Secured Note Redemption Prices (plus accrued and unpaid interest for each Class of Secured Notes) shall be as follows:  

 

(i)         For the Class A Notes - $49,753,009.73 (which equals the Aggregate Outstanding Amount thereof on the Redemption Date (plus any applicable Redemption Premium) plus accrued and unpaid interest for the Class A Notes as of the Redemption Date);

 

(ii)        For the Class B Notes - $31,466,782.99 (which equals the Aggregate Outstanding Amount thereof on the Redemption Date plus accrued and unpaid interest for the Class B Notes as of the Redemption Date);

 

(iii)       For the Class C Notes - $22,713,583.75 (which equals the Aggregate Outstanding Amount thereof on the Redemption Date plus accrued and unpaid interest for the Class C Notes as of the Redemption Date);

 

(iv)       For the Class D Notes - $13,950,801.18 (which equals the Aggregate Outstanding Amount thereof on the Redemption Date plus accrued and unpaid interest for the Class D Notes as of the Redemption Date); and

 

(v)        For the Class E Notes - $15,724,388.31 (which equals the Aggregate Outstanding Amount thereof on the Redemption Date plus accrued and unpaid interest for the Class E Notes as of the Redemption Date).

 

On the Redemption Date, all of the Securities are being paid in full and interest on the Securities shall cease to accrue on the Redemption Date. All of the Securities are being redeemed on the Redemption Date.

 

The Issuer may withdraw such election of Optional Redemption at any time on or prior to the sixth Business Day prior to the Redemption Date, subject to the conditions set forth in the Indenture.

 

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 Secured Note Redemption Prices on the Redemption Date will only be made upon presentation and surrender of the physical Securities to the Trustee at the place set forth below on or prior to the Redemption Date.

U.S. Bank National Association

Attn:  Bondholder Services-EP-WS2N

111 Fillmore Avenue East

St. Paul, MN 55107

 

The method of delivery is at the option and risk of the Holder.  On the Redemption Date, the Secured Note 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 of Securities 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 Securities for payment.  Holders of Securities who are non-United States persons should submit an appropriate IRS Form W-8. 

This notice is being sent to Holders by U.S. Bank National Association in its capacity as Trustee at the request of the Issuer.  Questions may be directed to the Trustee by contacting Brian Sheehan at telephone (617) 603-6555 or by e-mail at [email protected]

 

U.S. Bank National Association, as Trustee

 



SCHEDULE I

 

Issuer:

Muir Grove CLO, Ltd.

c/o MaplesFS Limited

PO Box 1093GT, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102

Attention: Directors

Facsimile No.: (345) 945-7100

 

Co-Issuer:

Muir Grove CLO, Corp.,

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Director

 

Collateral Manager:

Tall Tree Investment Management, LLC

222 South Riverside Plaza, Suite 620

Chicago, IL 60606

Attention:  William Lenga

Facsimile:  (866) 323-2014

Email:  [email protected]

 

Rating Agencies:

Moody's Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Facsimile: (212) 553-0355

Attention: CBO/CLO Monitoring-Muir Grove CLO, Ltd.

With 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]

Irish Stock Exchange:

Via email to: [email protected]

 

Irish Listing Agent:

Custom House Administration & Corporate Services Ltd., as Irish Paying Agent

25 Eden Quay

Dublin 1, Ireland

Facsimile:  (353) 1-878-0827

Attention:  Evelyn Meenaghan

 

Insurer:

Financial Security Assurance Inc.

31 West 52nd Street

New York, New York 10019

Attention:  Managing Director

Facsimile:  (212) 339-3518

Email:  [email protected]

 

DTC, Euroclear and Clearstream (if applicable):

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

 

 

 

 

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
 
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