Source - RNS
RNS Number : 5585O
CVC Cordatus Loan Fund III DAC
18 May 2018
 

Notice from the Issuer to the Noteholders Upon Passing of Extraordinary Resolution

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS.  IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM).

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this Notice 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.

 

CVC CORDATUS LOAN FUND III DESIGNATED ACTIVITY COMPANY

 (a designated activity company incorporated under the laws of Ireland)

 (the Issuer)

NOTICE TO NOTEHOLDERS

 

235,500,000 Class A-1 Senior Secured Floating Rate Notes due 2027 in the form of CM Voting Notes (ISIN: XS1525464167 / XS1525464753)

€235,500,000 Class A-1 Senior Secured Floating Rate Notes due 2027 in the form of CM Non-Voting Notes (ISIN: XS1525464324 / XS1525464597)

€21,100,000 Class A-2 Senior Secured Fixed Rate Notes due 2027 in the form of CM Voting Notes (ISIN: XS1525464910 / XS1525465214)

€21,100,000 Class A-2 Senior Secured Fixed Rate Notes due 2027 in the form of CM Non-Voting Notes (ISIN: XS1525464837 / XS1525465131)

€38,000,000 Class B-1 Senior Secured Floating Rate Notes due 2027 in the form of CM Voting Notes (ISIN: XS1525465560 / XS1525465727)

€38,000,000 Class B-1 Senior Secured Floating Rate Notes due 2027 in the form of CM Non-Voting Notes (ISIN: XS1525465487 / XS1525465990)

€14,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 in the form of CM Voting Notes (ISIN: XS1525466295 / XS1525466535)

€14,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 in the form of CM Non-Voting Notes (ISIN: XS1525466378 / XS1525466618)

€14,700,000 Class C-1 Senior Secured Deferrable Floating Rate Notes due 2027 in the form of CM Voting Notes

(ISIN: XS1525466881 / XS1525467186)

€14,700,000 Class C-1 Senior Secured Deferrable Floating Rate Notes due 2027 in the form of CM Non-Voting Notes

ISIN: XS1525467004 / XS1525467269)

€9,400,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes due 2027 in the form of CM Voting Notes

(ISIN: XS1525467426 / XS1525467855)

€9,400,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes due 2027 in the form of CM Non-Voting Notes

(ISIN: XS1525467699 / XS1525467939)

€21,600,000 Class D Senior Secured Deferrable Floating Rate Notes due 2027 in the form of CM Voting Notes

(ISIN: XS1052138911 / XS1052138325)

€21,600,000 Class D Senior Secured Deferrable Floating Rate Notes due 2027 in the form of CM Non-Voting Notes

(ISIN: XS1063456781 / XS1063456195)

€33,800,000 Class E Senior Secured Deferrable Floating Rate Notes due 2027 in the form of CM Voting Notes

(ISIN: XS1052139489 / XS1052139216)

€33,800,000 Class E Senior Secured Deferrable Floating Rate Notes due 2027 in the form of CM Non-Voting Notes

(ISIN: XS1063458050 / XS1063457326)

€13,500,000 Class F Senior Secured Deferrable Floating Rate due 2027 in the form of CM Voting Notes

(ISIN: XS1052141899 / XS1052139992)

€13,500,000 Class F Senior Secured Deferrable Floating Rate due 2027 in the form of CM Non-Voting Notes

(ISIN: XS1062596231 / XS1062596074)

€47,900,000 Subordinated Notes due 2027

(ISIN: XS1052142608 / XS1052142434)

of the Issuer presently Outstanding

(the Notes)

Terms used but not otherwise defined in this Notice shall have the meanings given to them in the terms and conditions of the Notes (the Conditions).

Reference is made to the notice from the Issuer dated 18 May 2018 that:

(a)        the Subordinated Noteholders acting by Ordinary Resolution had exercised their right pursuant to and in accordance with Condition 7(b)(i)(A) to direct the Issuer to redeem the Original Rated Notes in whole at the applicable Redemption Prices from Sale Proceeds by way of liquidation; and

(b)        accordingly, pursuant to Condition 7(b)(iv)(A) and subject to satisfaction of the conditions precedent and other provisions set out in Condition 7(b), the Issuer would redeem all the Original Rated Notes in whole at a price of 100 per cent. of the Principal Amount Outstanding thereof plus accrued and unpaid interest (including, if applicable, Deferred Interest) thereon.

We hereby notify each Noteholder that, on 17 May 2018, the Subordinated Noteholders passed an Extraordinary Resolution in the form annexed hereto approving certain actions that may be taken or not taken, as the case may be, or any amendments that may be made in connection with the terms of the proposed optional redemption by way of liquidation directed by the Subordinated Noteholders by passing an Ordinary Resolution on 17 May 2018 and approving or otherwise waiving certain other matters pursuant to, or in connection with, Condition 7(b) and the Redemption.

This Notice and any non-contractual obligations arising out of or in connection with this Notice are governed by and shall be construed in accordance with the laws of England and Wales.

 

18 May 2018

CVC CORDATUS LOAN FUND III DESIGNATED ACTIVITY COMPANY

ANNEX

Form of Extraordinary Resolution

 



 

 

Extraordinary Resolution of Subordinated Noteholders

 

CVC CORDATUS LOAN FUND III DESIGNATED ACTIVITY COMPANY

 

WRITTEN RESOLUTION

 

of the holders of €47,900,000 Subordinated Notes due 2027

(Regulation S ISIN: XS1052142608/ Rule 144A ISIN: XS1052142434)

(the Subordinated Notes)

[l] 2018

We refer to the trust deed dated 8 May 2014, as amended by an amending deed dated 16 December 2016, pursuant to which, inter alia, the Subordinated Notes were constituted (the Trust Deed) and incorporating the Conditions of the Subordinated Notes (the Conditions) between, amongst others, CVC Cordatus Loan Fund III Designated Activity Company (the Issuer), Deutsche Trustee Company Limited  (the Trustee), Deutsche Bank AG, London Branch (the Collateral Administrator, Principal Paying Agent and Calculation Agent), Deutsche Bank Luxembourg S.A. (as Registrar and Transfer Agent) and CVC Credit Partners Group Limited (the Collateral Manager).

 

Terms defined in the Trust Deed (including the Conditions) shall have the same meaning herein unless the context requires otherwise.

 

We acknowledge and understand that this resolution shall take effect as a Written Resolution pursuant to Condition 14 and for the purposes of Schedule 5 of the Trust Deed and shall take effect on the date this Written Resolution is signed by holders holding in aggregate at least 66⅔ per cent. of the Principal Amount Outstanding of the Subordinated Notes eligible to attend a meeting of such Class and vote.

 

Reference is made to the proposed optional redemption by way of liquidation of all of the Rated Notes pursuant to Condition 7(b)(i)(A) to be effected on or about 20 June 2018 (the Proposed Redemption).

 

We, the undersigned, hereby certify that, as at the date of signing this Written Resolution, we are the beneficial owner of the principal amount of Subordinated Notes set out below.

 

Legal name of Subordinated Noteholder executing the Written Resolution:

[l]

Principal amount of Subordinated Notes beneficially owned:

€[l]

Euroclear/Clearstream, Luxembourg/other clearing system Account Number or similar or account details of custodian:

[l]

ISIN of Subordinated Notes:

Regulation S ISIN: XS1052142608 / Rule 144A ISIN: XS1052142434

We represent and warrant and hereby undertake that:

(c)        we will procure the giving of irrevocable instructions to either the relevant clearing system or the Principal Paying Agent to block the Subordinated Notes held by us so that no transfer may be effected in relation to such Subordinated Notes; and

(d)        we will not transfer the Subordinated Notes held by us,

in each case at any time from the date hereof until the earlier of (i) the date that this Written Resolution has been passed and (ii) 22 June 2018, such date being two days after the proposed Redemption Date.

We authorise any clearing system or custodian at which the account specified above is maintained to disclose, to each of the Trustee, the Issuer and the Principal Paying Agent, confirmation that we are the beneficial owner of the above-specified Subordinated Notes in the above-specified account.  We hereby undertake to provide such proof of beneficial ownership (including an authorised signatories list) in a form satisfactory to the Trustee.

We hereby:

(e)        consent to:

(i)         the terms of the Proposed Redemption and, subject to the redemption of the existing Rated Notes pursuant to the Proposed Redemption, the amendments to the Conditions, in each case as set out in the draft prospectus of the Issuer dated on or about 16 May 2018 (the Prospectus), as supplemented by the further terms below (with capitalised terms having the meaning given to them therein) (with the completion of such other missing information in the Prospectus as agreed between the Issuer and the Collateral Manager):

(A)       the Maturity Date will be 15 August 2032 or, if that day is not a Business Day, the next succeeding Business Day;

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

Class of Notes

Principal Amount Outstanding of Class on Issue Date

Applicable Margin (or Fixed Rate of Interest, as applicable)

Issue price

Class X

€2,000,000

Not more than 0.40 per cent. per annum

Not less than 100 per cent.

Class A-1

€250,500,000

Not more than 0.78 per cent. per annum

Not less than 100 per cent.

Class A-2

€20,000,000

Not more than 1.75 per cent. per annum

Not less than 100 per cent.

Class B-1

€19,000,000

Not more than 1.30 per cent. per annum

Not less than 100 per cent.

Class B-2

€16,000,000

Not more than 2.05 per cent. per annum

Not less than 100 per cent.

Class C

€32,000,000

Not more than 1.70 per cent. per annum

Not less than 100 per cent.

Class D

€28,000,000

Not more than 2.55 per cent. per annum

Not less than 100 per cent.

Class E

€27,500,000

Not more than 5.00 per cent. per annum

Not less than 98 per cent.

Class F

€13,000,000

Not more than 6.50 per cent. per annum

Not less than 94.5per cent.

(C)       the Non-Call Period will mean the period from and including the Issue Date up to, but excluding, 20 June 2020 or, if such day is not a Business Day, then the next succeeding Business Day, unless it would fall in the following month, in which case it shall be the immediately preceding Business Day; and

(D)       Reinvestment Period will mean the period from and including the Issue Date up to and including the earliest of:

(a)        15 November 2022 or, if such day is not a Business Day, then the next succeeding Business Day, unless it would fall in the following month, in which case it shall be the immediately preceding Business Day;

(b)        the date of the acceleration of the Notes pursuant to Condition 10(b) (Acceleration) (provided that, if such acceleration is by way of delivery of an Acceleration Notice (actual or deemed), such Acceleration Notice has not been rescinded or annulled in accordance with Condition 10(c) (Curing of Default)); and

(c)        the date on which the Collateral Manager reasonably believes and certifies to 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;

(ii)        any consequential amendments to any of the Transaction Documents to effect the terms of the Proposed Redemption and the amendments to the Conditions, in each case (A) as set out in the Prospectus and supplemented as described in sub-paragraph (i) above, and (B) subject to such further amendments that the Trustee may see fit to approve in its sole discretion; and

(iii)       any amendments to any of the Transaction Documents:

(A)       as are necessary or desirable in order for the Agents and/or the Trustee to comply with applicable law or regulation (including, without limitation, the Dodd-Frank Act, FATCA, the Markets in Financial Instruments Directive, the Client Assets sourcebook of the Financial Conduct Authority and any applicable Requirements (each as defined in the Prospectus));

(B)       to incorporate or conform to certain provisions in the equivalent transaction documents (as amended, restated or supplemented from time to time) entered into by CVC Cordatus Loan Fund VI Designated Activity Company in respect of the notes issued by it as agreed between the parties to the Transaction Documents;

(C)       to update references to legislation or regulation that has been superseded, replaced, supplemented or amended;

(D)       that are required by the Rating Agencies; and

(E)       to replace:

I.          Deutsche Trustee Company Limited with BNY Mellon Corporate Trustee Services Limited as Trustee;

II.         Deutsche Bank AG, London Branch with The Bank of New York Mellon S.A./N.V., Dublin Branch as Collateral Administrator;

III.       Deutsche Bank AG, London Branch with The Bank of New York Mellon, London Branch as Principal Paying Agent;

IV.       Deutsche Bank AG, London Branch with The Bank of New York Mellon, London Branch as Calculation Agent;

V.        Deutsche Bank AG, London Branch with The Bank of New York Mellon as Liquidity Facility Provider;

VI.       Deutsche Bank Trust Company Americas with The Bank of New York Mellon S.A./N.V., Dublin Branch as Information Agent;

VII.      Deutsche Bank Luxembourg S.A. with The Bank of New York Mellon S.A./NV, Luxembourg as Registrar;

VIII.     Deutsche Bank Luxembourg S.A. with The Bank of New York Mellon S.A./NV, Luxembourg as Transfer Agent,

(iv)       any further amendments to the Conditions, the Trust Deed or the other Transaction Documents proposed to be made to facilitate or otherwise made in connection with any of the foregoing that is approved by an Ordinary Resolution of the Subordinated Noteholders (and for the avoidance of doubt, no such further amendments shall require an Extraordinary Resolution notwithstanding any requirement of the Conditions or the Trust Deed) and approved by the Collateral Manager in writing,

in each case, together with any consequential amendments to any of the Transaction Documents,

(together, the Proposed Redemption and Reissuance);

(f)        resolve that each of the Issuer and the Trustee is hereby authorised, empowered, requested and directed to execute any documentation it sees fit to effect the Proposed Redemption and Reissuance (including, for the avoidance of doubt, any waivers granted by the Trustee to the Issuer in respect thereof (each, a Waiver)), 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 this Written Resolution; and

(g)        resolve that any and every modification, waiver, abrogation, variation, compromise of, or arrangement in respect of, the rights of the holders of the Subordinated Notes against the Issuer, whether such rights shall arise under the Trust Deed, the Conditions or otherwise, involved in or resulting from or to be effected by the authorisation referred to in this Written Resolution, the Proposed Redemption and Reissuance, any Waivers and implementation of any of the foregoing are hereby approved.

We hereby:

(h)        acknowledge that the Proposed Redemption and Reissuance will not occur or become effective, as applicable, unless holders of at least 66⅔ per cent. of the aggregate Principal Amount Outstanding of the Subordinated Notes approve the same by way of Written Resolution;

(i)         discharge, release and exonerate the Trustee from all liability and irrevocably waive any claim against the Trustee which arises as a result of any loss or damage to the holders of the Notes suffered or incurred as a result of the Trustee following the terms of this Written Resolution and the implementation of this Written Resolution (including, for the avoidance of doubt, the directions and/or instructions contained herein), save in the case of any negligence, wilful default or fraud on the part of the Trustee, provided that the Trustee shall not be negligent or acting in wilful default if and to the extent it acts in accordance with this Written Resolution, even though it may subsequently be found that there is a defect in this Written Resolution or that for any reason this Written Resolution is not valid or binding upon the holders of the Notes; and

(j)         agree that this Written Resolution shall take effect as a Written Resolution pursuant to paragraph 13 of Schedule 5 to the Trust Deed.

We hereby acknowledge, understand, affirm and/or represent, as applicable, in connection with this Written Resolution, the Proposed Redemption and Reissuance and any Waivers that:

(k)        none of the Trustee, the Placement Agent, the Collateral Manager, the Agents, their respective affiliates and any directors, officers or employees of any of the foregoing (each, a Relevant Party) is acting as a fiduciary (other than the Trustee) or financial or investment adviser for us;

(l)         we are not relying (for purposes of making any investment decision) upon any advice, counsel or representations (whether written or oral) of any of the Relevant Parties;

(m)       we have not construed this Written Resolution as a recommendation to the Subordinated Noteholders from a Relevant Party to consent to, withhold consent to, vote in favour of, or against, any of the Proposed Redemption and Reissuance, any Waivers or this Written Resolution;

(n)        none of the parties to the Trust Deed expresses any opinion or makes any representations or recommendations as to the merits (or otherwise) of this Written Resolution and is not responsible for the accuracy, completeness, validity, relevance, sufficiency or correctness of the statements made and documents referred to in this Written Resolution or any omissions from this Written Resolution;

(o)        nothing in this Written Resolution or otherwise shall be construed as a recommendation to us from the parties to the Trust Deed to either approve or reject this Written Resolution, and any recommendation made by any person has not been relied upon as having been authorised by a Relevant Party;

(p)        no Relevant Party has given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Proposed Redemption and Reissuance or any Waivers;

(q)        we have consulted with our own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent deemed necessary, and have made our own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon our own judgement and upon any advice from such advisers as deemed necessary and not upon any view expressed by a Relevant Party;

(r)        we are signing this Written Resolution with a full understanding of all of the terms, conditions and risks hereof and thereof (economic and otherwise), and we are capable of assuming and willing to assume (financially and otherwise) those risks;

(s)        we are (i) a highly sophisticated institutional investor with extensive knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risk, (ii) capable of evaluating independently, and have evaluated independently, the merits, risks and suitability of the signing of this Written Resolution and continuing to hold Subordinated Notes, (iii) relying exclusively on our own sources of information, investigation, credit and legal analysis with respect to the signing of this Written Resolution and our continued holding of Subordinated Notes, the Portfolio and the Issuer and have not relied in any respect on any Relevant Party with respect to information about the same in deciding to sign this Written Resolution or continue to hold Subordinated Notes and (iv) not relying on any communication (written or oral) of a Relevant Party as investment advice or as a recommendation to sign this Written Resolution or continue to hold Subordinated Notes, it being understood that information and explanations related to the terms and conditions of the Subordinated Notes and the Proposed Redemption and Reissuance (including the Prospectus) shall not be considered to be investment advice or a recommendation to sign this Written Resolution or continue to hold Subordinated Notes;

(t)         each Subordinated Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to this Written Resolution, the Subordinated Notes and the Issuer) as such holder deems appropriate, and each holder must make its own decision as to whether to consent to the Proposed Redemption and Reissuance and to sign this Written Resolution;

(u)        the terms of this Written Resolution and the Proposed Redemption and Reissuance have not been formulated by the Trustee, who expresses no view on them, and nothing in this Written Resolution should be construed as a recommendation to Subordinated Noteholders from the Trustee to either approve or reject this Written Resolution;

(v)        we have had opportunity to inspect, and are aware of the terms of, the transaction documents entered into by CVC Cordatus Loan Fund VI Designated Activity Company;

 

(w)       the Prospectus relates solely to the offering of the "Notes" (as defined therein) and that none of the Subordinated Notes will be offered pursuant to the Prospectus or any final prospectus subsequent to the Prospectus; and

(x)        we are (A) (i) a qualified institutional buyer (QIB) within the meaning of Rule 144A under the United States Securities Act of 1933, as amended, holding the Subordinated Notes for our own account or for one or more accounts, each of which is a QIB and (ii) a qualified purchaser as defined in section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended; or (B) located outside the United States and not a U.S. Person as defined in Regulation S under the Securities Act.

This Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the holders of the Subordinated Notes.

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

Subordinated Noteholder:

 

[Legal name of Subordinated Noteholder]

 

 

By: _______________________

Authorised signatory

 

 

By: _______________________

Authorised signatory

 

 

 

 

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

 

 

 


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