Source - RNS
RNS Number : 9763M
Betony CLO Ltd/LLC
19 October 2016


Notice to Holders of Betony CLO, Ltd. and, as applicable, Betony CLO, LLC




Class A Notes

G1225LAB9 / USG1225LAB92 / 087634AC5 / US087634AC56

Class B Notes

G1225LAC7 / USG1225LAC75 / 087634AE1 / US087634AE13

Class C Notes

G1225LAD5 / USG1225LAD58 / 087634AG6 / US087634AG60

Class D Notes

G1225LAE3 / USG1225LAE32 / 087634AJ0 / US087634AJ00

Class E Notes

G1225KAA3 / USG1225KAA37 / 087633AA1 / US087633AA18

Class F Notes

G1225KAB1 / USG1225KAB10 / 087633AC7 / US087633AC73

Subordinated Fee Notes

G1225KAD7 / USG1225KAD75 / 087633AG8 / US087633AG87

Subordinated Notes

G1225KAC9 / USG1225KAC92 / 087633AE3 / US087633AE30

and notice to the parties listed on Schedule A attached hereto.


Notice of Proposed Supplemental Indenture



Reference is made to that certain Indenture, dated as of March 19, 2015 (as amended, modified or supplemented from time to time, the "Indenture"), among Betony CLO, Ltd., as issuer (the "Issuer"), Betony CLO, LLC, as co-issuer (together with the Issuer, the "Co-Issuers"), and U.S. Bank National Association, as trustee (in such capacity, the "Trustee").  Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. 

The Trustee hereby provides notice that, on October 12, 2016, a Majority of the Holders of the Subordinated Notes directed the Co-Issuers to cause a Refinancing Redemption at the applicable Redemption Price of the Class A Notes, the Class B Notes and the Class C Notes in accordance with Section 9.5 of the Indenture.  Such Refinancing Redemption was directed to occur on or after November 11, 2016, and the Collateral Manager has provided its consent to such Refinancing Redemption Date occurring on a Business Day that is not a Payment Date. 

In addition, pursuant to Section 8.3(b) of the Indenture, the Trustee hereby provides notice of a proposed supplemental indenture (hereinafter referred to as the "Proposed Supplemental Indenture") to be entered into in order to effectuate the redemption by Refinancing described above. Following below is a description of the Proposed Supplemental Indenture, which description was provided to the Trustee by the Issuer:

To provide for and/or facilitate a Refinancing Redemption at the applicable Redemption Price, of the Class A Notes, the Class B Notes and the Class C Notes, in whole but not in part, directed by a Majority the Subordinated Notes pursuant to Section 9.5(a) of the Indenture to occur on or after November 11, 2016, the Co-Issuers shall to enter into a supplemental indenture in accordance with Section 8.1(v) and 8.1(xxiv) of the Indenture which shall (i) provide for the redemption of the Class A Notes, the Class B Notes and the Class C Notes, (ii) authorize the issuance of Refinancing Obligations designated as the Class A-R Notes, the Class B-R Notes and the Class C-R Notes and (iii) set forth certain other terms of the Refinancing.

The proposed date of execution of the Proposed Supplemental Indenture is on or after November 11, 2016, which shall also be the Refinancing Redemption Date.

Please note that the Refinancing described above and the execution of the Proposed Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions set forth in Section 9.5 of the Indenture.  The Trustee makes no representations or assurances with respect to such Refinancing or the Proposed Supplemental Indenture (including in respect of the description provided by the Issuer above), and gives no investment, tax or legal advice.  Each Holder should seek advice from its own counsel and advisors based on the Holder's particular circumstances.

Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder.  In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders.  Holders should not rely on the Trustee as their sole source of information. 

The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise.


Holders with questions regarding this notice should direct their inquiries, in writing, to: Andrew Howe, U.S. Bank National Association, Global Corporate Trust Services, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, telephone (713) 212-3701, or via email at [email protected].


U.S. BANK NATIONAL ASSOCIATION,                                     October 12, 2016

as Trustee 


Betony CLO, Ltd.

c/o MaplesFS Limited

PO Box 1093

Boundary Hall, Cricket Square

Grand Cayman KY1-1102

Cayman Islands

Attention: The Directors

Fax: +1 (345) 945-7100

Email: [email protected]


Betony CLO, LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Attention: Donald J. Puglisi

Fax: (302) 738-7210

Email: [email protected]


Invesco Senior Secured Management, Inc.

1166 Avenue of the Americas, 26th Floor

New York, NY 10036

Attention: Joseph Rotondo

Fax: (212) 278-9619


Moody's Investors Service, Inc.

CDO Monitoring

7 World Trade Center

250 Greenwich Street

New York, New York, 10007

Attention: CBO/CLO Monitoring

Email: [email protected]


Fitch Ratings, Inc.

33 Whitehall St.

New York, New York 10004

Email: [email protected]


Irish Stock Exchange

28 Anglesea Street

Dublin 2, Ireland

Email: [email protected]


Maples and Calder

75 St. Stephen's Green

Dublin 2, Ireland

Facsimile: +353 1 619 2001






This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange


[1] The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Security or as indicated in this notice.

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