Source - RNS
RNS Number : 9400K
CVC Cordatus Loan Fund VI Dsgnt Act
13 April 2018
 

NOTICE FROM ISSUER TO NOTEHOLDERS REGARDING THE PASSING OF EXTRAORDINARY RESOLUTION APPROVING REFINANCING TERMS

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

 

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.

 

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

 

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

CVC CORDATUS LOAN FUND VI DESIGNATED ACTIVITY COMPANY

 

€248,000,000 Class A Senior Secured Floating Rate Notes due April 2029

(CM Removal and Replacement Voting Notes: Reg S: XS1317361001; Rule 144A: XS1317358122
CM
Removal and Replacement Non-Voting Notes: Reg S: XS1317360961; Rule 144A: XS1317357827
CM
Removal and Replacement Exchangeable Non-Voting Notes: Reg S: XS1317361183; Rule 144A: XS1317358049)

 

€43,000,000 Class B Senior Secured Floating Rate Notes due April 2029
(CM Removal and Replacement Voting Notes: Reg S: XS1317360532; Rule 144A: XS1317345061
CM
Removal and Replacement Non-Voting Notes: Reg S: XS1317360375; Rule 144A: XS1317344684
CM
Removal and Replacement Exchangeable Non-Voting Notes: Reg S: XS1317360458; Rule 144A: XS1317344841)

 

€21,000,000 Class C Senior Secured Deferrable Floating Rate Notes due April 2029 (CM Removal and Replacement Voting Notes: Reg S: XS1317359526; Rule 144A: XS1317344098
CM Removal and Replacement Non-Voting Notes: Reg S: XS1317359104; Rule 144A: XS1317343793
CM Removal and Replacement Exchangeable Non-Voting Notes: Reg S: XS1317359443; Rule 144A: XS1317343876)

 

€19,500,000 Class D Senior Secured Deferrable Floating Rate Notes due April 2029

(CM Removal and Replacement Voting Notes: Reg S: XS1317359013; Rule 144A: XS1317343520
CM Removal and Replacement Non-Voting Notes: Reg S: XS1317358635; Rule 144A: XS1317343108
CM Removal and Replacement Exchangeable Non-Voting Notes: Reg S: XS1317358809; Rule 144A: XS1317343363)

 

(Reg S: XS1317358551; Rule 144A: XS1317342985)

 

 

(the "Notes")

We refer to:

(a)        the trust deed dated 31 March 2016 (as may be amended, restated and/or supplemented from time to time) (the "Trust Deed") made between (amongst others) the Issuer and the Trustee, including the conditions of the Notes set out at Schedule 3 (Conditions of the Notes) to the Trust Deed (the "Conditions") pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein.

(b)        the notice sent by the Issuer to Noteholders dated 15 March 2018 (the "Notice").

Capitalised terms used and not otherwise defined in this notice shall have the meanings given thereto in the Conditions.

 

The Issuer hereby notifies each Noteholder (in accordance with paragraph 10 (Effect and Publication of a Resolution) of Schedule 5 (Provisions for Meetings of the Noteholders of each Class) of the Trust Deed that the Subordinated Noteholders have passed an Extraordinary Resolution on 13 April 2018 approving the terms of the proposed Refinancing of all of the Rated Notes pursuant to paragraph (A) of Condition 7(b)(i) (Optional Redemption in Whole - Subordinated Noteholders) to be effected on or about 16 April 2018 (the "Proposed Refinancing"), which are as follows:

(1)        the Maturity Date will be the date falling on the Payment Date in 15 April 2032;

(2)        the Principal Amount Outstanding on the Issue Date, Applicable Margin (or Class B-2 Fixed Rate, as applicable) and issue price in respect of each Class of Refinancing Notes will be as set out below:

Class of Refinancing Notes

Principal Amount Outstanding of Class on Issue Date

Applicable Margin (or Class B-2 Fixed Rate, as applicable)

Issue price

Class X

€5,000,000

0.35 per cent. per annum

100 per cent.

Class A-R

€248,000,000

0.76 per cent. per annum

100 per cent.

Class B-1-R

€9,000,000

1.10 per cent. per annum

100 per cent.

Class B-2-R

€35,000,000

2.10 per cent.

100 per cent.

Class C-R

€24,000,000

1.60 per cent. per annum

100 per cent.

Class D-R

€20,400,000

2.40 per cent. per annum

100 per cent.

Class E-R

€24,000,000

4.51 per cent. per annum

96.5 per cent.

Class F-R

€11,600,000

6.05 per cent. per annum

93.5 per cent.

(3)        the Non-Call Period will mean the period from and including the Issue Date up to, but excluding, 15 April 2020;

(4)        the Reinvestment Period will mean the period from and including the Issue Date up to and including the earliest of: (i) 15 July 2022; (ii) the date of the acceleration of the Notes pursuant to Condition 10(b) (Acceleration) (provided that such Acceleration Notice has not been rescinded or annulled in accordance with Condition 10(c) (Curing of Default)); and (iii) the date on which the Collateral Manager reasonably believes and notifies the Issuer, the Collateral Administrator, the Rating Agencies and the Trustee that it can no longer reinvest in additional Collateral Debt Obligations in accordance with the Reinvestment Criteria; and

(5)        the Weighted Average Life Test will be satisfied on any Measurement Date if the Weighted Average Life of all Collateral Debt Obligations as of such date is less than or equal to the number of years (rounded up to the nearest one hundredth thereof) during the period from the earlier of such Measurement Date or the end of the Reinvestment Period to 16 October 2026;

(6)        the Interest Diversion, which will apply as of any Determination Date, will be satisfied if the Class E Par Value Ratio is at least equal to 107.49 per cent.;

(7)        each of the Par Value Tests and Interest Coverage Tests will be satisfied on any Determination Date (and in the case of the Class E Par Value Test, on any Measurement Date on or after the expiry of the Reinvestment Period) if the corresponding Par Value Ratio or Interest Coverage Ratio (as the case may be) is at least equal to the percentage specified in the table below in relation to that Coverage Test:

Class

Required Par Value Ratio

A/B

Not less than 126.99%

C

Not less than 118.58%

D

Not less than 112.91%

E

Not less than 106.99%

Class

Required Interest Coverage Ratio

A/B

Not less than 120.00%

C

Not less than 110.00%

D

Not less than 105.00%

E

Not less than 101.00%

(8)        at the election of the Collateral Manager, the Issuer will procure that not more than 65 per cent. of Trading Gains realised in respect of any Collateral Debt Obligation are deposited into the Interest Account in accordance with the following provisions: (i) (after giving effect to the transfer of such Trading Gains to the Interest Account) the Aggregate Collateral Balance (for which purposes, the Principal Balance of each Defaulted Obligation shall be the lower of its Moody's Collateral Value and Fitch Collateral Value) is greater than or equal to the Reinvestment Target Par Amount, (ii) (after giving effect to the transfer of such Trading Gains to the Interest Account) the Class E Par Value Ratio is greater than the Effective Date Target Ratio, (iii) for so long as any Notes are rated by Moody's (after giving effect to the transfer of such Trading Gains), the Moody's Weighted Average Rating Factor Test has been satisfied, (iv) the Class X Notes and the Class A Notes have not been downgraded by Moody's or Fitch below their ratings on the Issue Date and the Moody's Rating or the Fitch Rating (as applicable) of the Class X Notes and the Class A Notes is not withdrawn, (v) for so long as any Notes are rated by Moody's (after giving effect to the transfer of such Trading Gains), not more than 7.5 per cent. of the Aggregate Collateral Balance consist of obligations which are Moody's Caa Obligations and (vi) for so long as any Notes are rated by Fitch (after giving effect to the transfer of such Trading Gains), not more than 7.5 per cent. of the Aggregate Collateral Balance consist of obligations which are Fitch CCC Obligations, then the Collateral Manager may, in its discretion, determine that Trading Gains shall be paid into the Interest Account upon receipt;

(9)        any consequential amendments to any of the Transaction Documents (including the Conditions) to effect the terms of the Proposed Refinancing (A) as set out in the Preliminary Offering Circular, and (B) subject to such further amendments that the Trustee may see fit to approve in its sole discretion;

(10)      any amendments to the Transaction Documents (i) as are necessary or desirable in order for the Issuer, the Collateral Manager, the Trustee or the Agents, their respective affiliates and any directors, officers, or employees of any of the foregoing (each, a "Relevant Party") (together, the "Relevant Parties") to comply with applicable law or regulation (including, without limitation, the Dodd-Frank Act, FATCA, MiFID and AML Requirements (as such terms are defined in the Preliminary Offering Circular)), (ii) to update references to legislation or regulation that has been superseded, replaced, supplemented or amended, (iii) to conform certain provisions in the Transaction Documents to the equivalent provisions in the equivalent transaction documents entered into by CVC Cordatus Loan Fund X Designated Activity Company in respect of notes issued by it and (iv) as may be required by the Rating Agencies;

(11)      that for the purpose of Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing), Barclays Bank PLC is approved as the initial purchaser of the Refinancing Notes;

(12)      that each of the Issuer and the Trustee is authorised, empowered, requested and directed to execute any documentation it sees fit to effect the Proposed Refinancing and Proposed Amendments (including, for the avoidance of doubt, any waivers granted by the Trustee to the Issuer in respect thereof and to the Collateral Manager in connection with its obligation to confirm the satisfaction of the conditions to the Refinancing where such conditions are waived by the Trustee) and to do all such deeds, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to such Extraordinary Resolution; and

(13)      that the Trustee has agreed to the following waivers in connection with the Proposed Refinancing in addition to those set out in paragraph (12) above pursuant to Clause 25.1 (Waiver, Authorisation and Determination) of the Trust Deed and in reliance on the direction of the Subordinated Noteholders referred to in paragraph (13) above:

(i)         the notice requirements set out in paragraph (A) of Condition 7(b)(iv) (Terms and Conditions of an Optional Redemption) and Clauses 10.11 (Notice of Redemption), 10.15 (Approval of Notices) and 25.1(b) (Waiver, Authorisation and Determination) of the Trust Deed in connection with various notices required to be given by the Issuer to the Trustee;

(ii)        the requirement set out in Clause 12.2 (Optional Redemption) of the Collateral Management and Administration Agreement on the Collateral Administrator to give notice of various calculations in connection with the Proposed Refinancing to various Transaction Parties; and

(iii)       the requirements of Condition 7(b)(v)(C) (Refinancing in relation to a Redemption in Whole) for the Collateral Manager to provide a confirmation to the Issuer and the Trustee that the condition to Refinancing set out on paragraph (5) have been satisfied, namely that all Refinancing Proceeds and all Sale Proceeds, if any, from the sale of Collateral Debt Obligations and Eligible Investments are received by (or on behalf of) the Issuer prior to the applicable Redemption Date.

This notice and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law.

 

CVC CORDATUS LOAN FUND VI DESIGNATED ACTIVITY COMPANY

 

13 April 2018

 

Enquiries:

 

CVC Cordatus Loan Fund VI Designated Activity Company

32 Molesworth Street

Dublin 2, Ireland

 

Attention: The Directors

Facsimile: +353 (0)1 697 3300

Email: [email protected] 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


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