FLAGSHIP CLO VIII, LTD. FLAGSHIP CLO VIII, LLC NOTICE OF ... · PDF file 5/17/2018...

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Transcript of FLAGSHIP CLO VIII, LTD. FLAGSHIP CLO VIII, LLC NOTICE OF ... · PDF file 5/17/2018...

  • FLAGSHIP CLO VIII, LTD. FLAGSHIP CLO VIII, LLC

    NOTICE OF PARTIAL REDEMPTION BY REFINANCING

    Date of Notice: May 16, 2018 Redemption Date: June 7, 2018

    NOTE: 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 REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.

    To: The each Holder of Notes* as described as follows:

    Class of

    Notes

    Rule 144A Regulation S Accredited Investor

    CUSIP ISIN CUSIP ISIN CUSIP ISIN

    Class A-R Notes 338422AJ7 US338422AJ78 G35305AE4 USG35305AE46 N/A N/A

    Class B-R Notes 338422AL2 US338422AL25 G35305AF1 USG35305AF11 N/A N/A

    Class C-R Notes 338422AN8 US338422AN80 G35305AG9 USG35305AG93 N/A N/A

    Class D Notes 338422AG3 US338422AG30 G35305AD6 USG35305AD62 N/A N/A

    Class E Notes 338424AA2 US338424AA26 G35302AA9 USG35302AA92 338424AB0 US338424AB09

    Class F Notes 338424AC8 US338424AC81 G35302AB7 USG35302AB75 338424AD6 US338424AD64

    Subordinated Notes 338424AE4 US338424AE48 G35302AC5 USG35302AC58 338424AF1 US338424AF13

    Income Notes 338421AA8 US338421AA86 G35301AA1 USG35301AA10 338421AB6 US338421AB69

    To: Those Additional Addressees listed on Schedule I hereto.

    Reference is hereby made to that certain Indenture dated as of November 19, 2014 (as supplemented, amended or modified from time to time, the “Indenture”), among Flagship CLO VIII, Ltd., as Issuer (the “Issuer”), Flagship CLO VIII, LLC, as Co-Issuer (the “Co-Issuer”, and

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

  • together with the Issuer, the “Co-Issuers”) and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

    Pursuant to Section 9.2 of the Indenture, the Issuer has provided notice to the Trustee that it has received the direction of the Required Directing Persons to effect a Refinancing of the Class A-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D Notes and the Class E Notes (collectively, the “Refinanced Notes”) pursuant to Section 9.2(b) of the Indenture.

    In accordance with Section 9.3 of the Indenture, the Trustee hereby provides notice (on behalf of and at the expense of the Co-Issuers) of the following information relating to the Partial Redemption by Refinancing:

    (a) The Redemption Date for the Refinanced Notes will be June 7, 2018.

    (b) The Redemption Price for each Refinanced Note shall be:

    For the Class A-R Notes, $276,429,082.42, which is an amount equal to the outstanding principal amount of the Class A-R Notes, plus accrued and unpaid interest, including any Cumulative Interest Amount;

    For the Class B-R Notes, $54,818,643.15, which is an amount equal to the outstanding principal amount of the Class B-R Notes, plus accrued and unpaid interest, including any Cumulative Interest Amount;

    For the Class C-R Notes, $30,335,941.84, which is an amount equal to the outstanding principal amount of the Class C-R Notes, plus accrued and unpaid interest, including any Cumulative Interest Amount;

    For the Class D Notes, $22,948,733.81, which is an amount equal to the outstanding principal amount of the Class D Notes, plus accrued and unpaid interest, including any Cumulative Interest Amount; and

    For the Class E Notes, $21,026,766.15, which is an amount equal to the outstanding principal amount of the Class E Notes, plus accrued and unpaid interest, including any Cumulative Interest Amount.

    (c) all of the Class A-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D Notes and the Class E Notes are being redeemed in full and interest on such Class of Notes shall cease to accrue on the Redemption Date. No other Class of Notes is being redeemed on the Redemption Date.

    (d) the place where the Refinanced Notes (if Certificated Notes) are to be surrendered for payment of the Redemption Price is:

  • By Hand, Overnight Courier or First Class Registered/Certified Mail (to the Trustee):

    U.S. Bank National Association Attn: Bondholder Services-EP-WS2N 111 Fillmore Avenue East St. Paul, MN 55107

    (e) The Indenture provides that any notice of redemption may be withdrawn by the Issuer on or prior to the third Business Day prior to the proposed Redemption Date, subject to the terms and satisfaction of any conditions set forth in the Indenture.

    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.

    This Notice is being sent to each Holder of Notes by U.S. Bank National Association in its capacity as Trustee. Questions regarding this notice may be directed to the Trustee by contacting Jeffrey Stone at telephone (617) 603-6538 or by e-mail at [email protected]

    The CUSIP, ISIN and Common Code numbers appearing in this notice are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP, ISIN or Common Code numbers printed on the Notes or as indicated in this notice. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the person in whose name a Note is registered on the registration books maintained by the Trustee as a Holder.

    U.S. BANK NATIONAL ASSOCIATION, as Trustee

  • SCHEDULE I

    Additional Parties

    Issuer: Flagship CLO VIII, Ltd. c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: The Directors Facsimile no.: +1 (345) 945-7100 email: [email protected]

    Co-Issuer: Flagship CLO VIII, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Independent Manager Facsimile no.: +1 (302) 738-7210 Email: [email protected]

    Income Note Issuer: Flagship CLO VIII Investor, Ltd. c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: The Directors Facsimile no.: +1 (345) 945-7100 email: [email protected]

    Portfolio Manager: Deutsche Investment Management Americas Inc. 345 Park Avenue New York, New York 10154-0004 Attention: James T. Anderson Facsimile no.: (212)-454-0241

    Rating Agencies: Moody's Investors Services, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: CBO/CLO Monitoring E-mail: [email protected] Facsimile: (212) 553-0355

    S&P Global Ratings 55 Water Street, 41st Floor New York, New York 10041 Facsimile: (212) 438-2664 Attention: CBO/CLO Surveillance Email: [email protected]

    Irish Stock Exchange: The Irish Stock Exchange plc McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson’s Quay Dublin 2, Ireland Facsimile no.: (353) 829-0010 Email: Tony. [email protected]

  • FLAGSHIP CLO VIII, LTD. FLAGSHIP CLO VIII, LLC

    NOTICE OF PROPOSED SECOND SUPPLEMENTAL INDENTURE

    Date of Notice: May 16, 2018

    NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES AND INCOME NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES AND INCOME NOTES IN A TIMELY MANNER.

    To: The Holders of the Securities as described on the attached Schedule B and to those Additional Parties listed on Schedule A hereto:

    Reference is hereby made to that certain (i) Indenture dated as of November 19, 2014 (as supplemented, amended or modified from time to time, the “Indenture”), among Flagship CLO VIII, Ltd., as Issuer (the “Issuer”), Flagship CLO VIII, LLC, as Co-Issuer (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and (ii) Income Note Paying Agency Agreement dated as of November 19, 2014 (as supplemented, amended or modified from time to time, the “Income Note Paying Agency Agreement”), between Flagship CLO VIII Investor, Ltd., as Income Note Issuer (t