Corporate Trust Services
9062 Old Annapolis Road
NOTICE OF RESULTS OF AUCTION CONDUCTED PURSUANT TO SECTION 9.5 OF THE INDENTURE
BRISTOL CDO I, LTD.
To: Holders of Notes and Preference Shares Additional Parties on Schedule A
WELLS FARGO BANK, NATIONAL ASSOCIATION formerly known as Wells Fargo Bank Minnesota, National Association) ("Wells Fargo"), serves as trustee (the "Trustee") pursuant to that certain Indenture dated as of October 11, 2002 (as modified, amended and supplemented from time to time, the "Indenture") among BRISTOL CDO I, LTD. (the "Issuer"), BRISTOL CDO I, INC., (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 9.5 of the Indenture.
Notice is hereby given that an Auction was conducted in accordance with Section 9.5 and Schedule F 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 Auction Call Redemption Amount. Consequently, an Auction Call Redemption will NOT occur on the October 11, 2016 Distribution Date.
You are further notified that pursuant to Section 9.5 of the Indenture, the Trustee shall conduct an Auction prior to each subsequent Distribution Date (but only to the extent an Auction can be conducted pursuant to the Auction Procedures) 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 Auction Call Redemption Amount
provided that (i) Holders of 100% of the Aggregate Outstanding Amount of any Class of Notes with the consent of the Class A-1 Note controlling party (so long as no Fungibility Event has occurred), may elect to receive less than 100% of the portion of the Sale Proceeds from the Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise be payable to the Holders of such Class and (ii) Holders of 100% of the Voting Preference Shares may elect to receive less than 100% of the portion of the Sale Proceeds from the Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise be payable to the Preference Shareholders, and in either such case the Auction Call Redemption Amount 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 Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise payable to you on the Auction Call Redemption Date following any Auction Date, and thereby reduce the Auction Call 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 Services - Bristol CDO I, Ltd. Fax: 866-359-9244
You may direct questions to the attention of Lisa Ruther by telephone at 410-884-2149, 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 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:October 11, 2016
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
Holders of Notes and Preference Shares:*
Bristol CDO I, Ltd.
c/o Intertrust SPV (Cayman) Limited
P.O. Box 908 GT Walker House
87 Mary Street
George Town, Grand Cayman KYI-9002 Cayman Islands
Attention: Managing Director
Bristol CDO I, Inc.
c/o Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711 Attention: Donald Puglisi, Esq.
Rating Agencies: Moody's Investors Service 7 World Trade Center
250 Greenwich Street
New York, New York 10007 Attn: CBO/CLO Monitoring
E-mail: [email protected]
109804AA2, 109804AB0, 109804AC8, 109804AD6,
Standard & Poor's
55 Water Street
New York, New York 10041 Attention: CDO Surveillance
E-mail: [email protected]
1 State Street Plaza
New York, New York 10004 Attention: Managed Funds
Dock Street Capital Management LLC 575-B Riverside Ave
Westport, CT 06880 Attention: David Crowle
* 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.
Preference Share Paying Agent: Wells Fargo Bank, National Association 9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: CDO Trust Services - Bristol CDO I, Ltd.
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