Source - RNS
RNS Number : 0965M
Halcyon Loan Investors CLO II Ltd
10 October 2016
 

 

HALCYON LOAN INVESTORS CLO II, LTD.

HALCYON LOAN INVESTORS CLO II, INC.

 

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. 

October 7, 2016

 

To:       The Holders of the Notes described as follows:

 

 

CUSIP*

Rule 144A

CUSIP*

Reg S

CUSIP*

Accredited Investor

Class A-1-S Notes

40536YAC8

G4232DAB2

N/A

Class A-1-J Notes

40536YAE4

G4232DAC0

N/A

Class A-2 Notes

40536YAG9

G4232DAD8

N/A

Class B Notes

40536YAJ3

G4232DAE6

N/A

Class C Notes

40536YAL8

G4232DAF3

N/A

Class D Notes

40537AAA3

G4232UAA6

N/A

Subordinated Notes

40537AAC9

G4232UAB4

USG4232UAB47

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

 

To:       Those Additional Addressees listed on Schedule I hereto

 

Reference is made to that certain Indenture, dated as of April 17, 2007 (as further supplemented, the "Indenture"), by and among HALCYON LOAN INVESTORS CLO II, LTD., an exempted company with limited liability under the laws of the Cayman Islands, as issuer (the "Issuer"), HALCYON LOAN INVESTORS CLO II, INC., 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 (formerly known as The Bank of New York Trust Company, 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 9.2(a) of the Indenture, the Holders of a Majority of the Subordinated Notes have directed the Co-Issuers to redeem the Notes (the "Optional Redemption"). In accordance with Section 9.3 of the Indenture, upon Issuer Order, the Trustee hereby provides notice of the following information relating to the Optional Redemption:

 

The Redemption Date shall be October 24, 2016.

 

The Record Date shall be October 9, 2016.

 

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

 

(i)         For the Class A-1-S Notes - $27,577,527.55 (which equals 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); 

 

(ii)        For the Class A-1-J Notes - $30,329,103.33 (which equals 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); 

 

(iii)       For the Class A-2 Notes - $23,064,214.40 (which equals 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); 

 

(iv)       For the Class B Notes - $18,565,212.24 (which equals 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon (including interest on Deferred Interest with respect to such Class B Notes), to the Redemption Date);

 

(v)        For the Class C Notes - $21,866,253.45 (which equals 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon (including interest on Deferred Interest with respect to such Class C Notes), to the Redemption Date);

 

(vi)       For the Class D Notes - $15,669,044.51 (which equals 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon (including interest on Deferred Interest with respect to such Class D Notes), to the Redemption Date); and

 

(vii)      For the Subordinated Notes, an amount equal to its proportional share (based on the Aggregate Outstanding Amount of the Subordinated Notes) of the amount of the proceeds of the Assets (including proceeds created when the lien of the Indenture is released) remaining after giving effect to the redemption of the Secured Notes and payment in full of (and/or creation of a reserve for) all expenses of the Co-Issuers.

 

All of the Secured Notes and the Subordinated Notes are being redeemed on the Redemption Date and interest on the Secured Notes shall cease to accrue on the Redemption Date.

 

The Co-Issuers may withdraw the notice of redemption subject to certain conditions set forth in the Indenture.

 

The Portfolio Manager has advised the Trustee that certain items of Collateral Obligations may not be sold and/or settle prior to the Redemption Date. In light of the foregoing, 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 Prices on the Redemption Date will be only be made upon presentation and surrender of the Senior 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, TX 75201

By Hand Only:

 

 

The Bank of New York Mellon

101 Barclay Street

New York, New York, 10286

1st Floor East

Corporate Trust Window

Irish Paying Agent:

 

Investec

The Harcourt Building

Harcourt Street, 2

Ireland

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 of Notes 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 for payment. Holders of Notes who are non-United States persons should submit an appropriate IRS Form W-8.

 

Please contact Azeneth Bravo at The Bank of New York Mellon Trust Company, National Association at (713) 483-6711 or [email protected] with questions.

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

 

 

Schedule I

Additional Addressees

 

Issuer

Halcyon Loan Investors CLO II, Ltd.

c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

Grand Cayman KY1-1102, Cayman Islands

Attention:  The Directors

Facsimile:  (345) 945-7100

 

Co-Issuer

Halcyon Loan Investors CLO II, Inc.

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware  19711

Attention:  Director

Facsimile:  (302) 738-7210

 

Portfolio Manager

Halcyon Loan Investors, L.P.

477 Madison Avenue, 8th Floor

New York, New York 10022

Attention:  Structured Products Group

Facsimile:  (212) 935-1831

 

Irish Stock Exchange

Electronic copy to be uploaded to the Irish Stock Exchange website via http://www.isedirect.ie

 

Irish Paying and Irish Listing Agent

Investec

The Harcourt Building

Harcourt Street, 2

Ireland

DTC, Euroclear and Clearstream:

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

 

 

Rating Agencies

Moody's Investors Service

7 World Trade Center

250 Greenwich Street

New York, NY 10007

Facsimile: (212) 553-0355

Attention:  CBO/CLO Monitoring

with an electronic copy to:

[email protected]

 

Standard & Poor's

55 Water Street, 41st Floor

New York, NY 10041

Facsimile: (212) 438-2664

Attention:  CDO Surveillance

with an electronic copy to:

[email protected]

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

 

 

 

 

 

 

 

 

 

 


This information is provided by RNS
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