DRYDEN 39 EURO CLO 2015 B.V.

Transcription

1 NOTICE FROM THE ISSUER TO THE NOTEHOLDERS UPON PASSING OF THE SPECIAL 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 FROM 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. DRYDEN 39 EURO CLO 2015 B.V. (a private company with limited liability incorporated under the laws of The Netherlands) (the Issuer ) NOTICE TO NOTEHOLDERS 221,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) 16,895,000 Class A-2 Senior Secured Fixed Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) 36,400,000 Class B-1 Senior Secured Floating Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) 12,320,000 Class B-2 Senior Secured Fixed Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) # v4

2 25,650,000 Class C-1 Mezzanine Secured Deferrable Floating Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) 1,350,000 Class C-2 Mezzanine Secured Deferrable Fixed Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) 22,000,000 Class D Mezzanine Secured Deferrable Floating Rate Notes due 2029 (ISIN XS / XS / XS / XS / XS / XS ) 24,000,000 Class E Mezzanine Secured Deferrable Floating Rate Notes due 2029 (ISIN XS / XS ) 13,000,000 Class F Mezzanine Secured Deferrable Floating Rate Notes due 2029 (ISIN XS / XS ) 42,500,000 Subordinated Notes due 2029 (ISIN XS / XS ) (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 ) or otherwise in the form of Subordinated Noteholders resolution attached at Annex 1. We hereby notify each Noteholder that the Subordinated Noteholders, acting by Special Resolution, have given their consent (as further specified in Annex 1), inter alia to the terms of the Proposed Refinancing and the Proposed Extension and amendments to the Conditions, together with the consent to the Issuer and the Trustee to effect such changes. The Subordinated Noteholders have also given their consent to Morgan Stanley & Co International plc acting as purchaser of the Refinancing Obligations, as seller pursuant to the Forward Purchase Agreement, and to the Equity Diversion Payment (also as further specified in Annex 1). We hereby confirm to the Noteholders that on or prior to the date hereof, the Trustee has received in respect of the Subordinated Notes one or more signed Written Resolutions together with satisfactory evidence of holding (as described in the form of Written Resolution at Annex 1), in each case from the holders of a total of at least 90 per of the aggregate Principal Amount Outstanding of the Subordinated Notes. The holders of the Subordinated Notes passed the Special Resolution (as a Written Resolution) on 11 October 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. 12 October 2017 DRYDEN 39 EURO CLO 2015 B.V. # v4 2

3 ANNEX 1 FORM OF WRITTEN RESOLUTION # v4 3

4 Special Resolution of Subordinated Noteholders WRITTEN RESOLUTION of the holders of 42,500,000 Subordinated Notes due 2029 (ISIN XS / XS ) (the Subordinated Notes ) 9 October 2017 We refer to the trust deed dated 9 September 2015 between, amongst others, the Issuer, the Trustee, the Collateral Administrator, the Principal Paying Agent, the Registrar and the Collateral Manager (the Trust Deed ) pursuant to which, inter alia, the Subordinated Notes were constituted on the terms and subject to the conditions contained therein. Terms defined in the Trust Deed (including the Conditions in Schedule 3 thereof) 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 (Provisions for Meetings of the Noteholders of each Class) of the Trust Deed and shall take effect on the date this Written Resolution is signed by holders holding in aggregate at least 90 per of the Principal Amount Outstanding of the Subordinated Notes eligible to attend a meeting of such Class and vote. Reference is made to (i) the proposed Refinancing of all of the Rated Notes pursuant to Condition 7.2(a)(i) to be effected on or about 16 October 2017 (the Proposed Refinancing ), and (ii) the extension of the Maturity Date of the Subordinated Notes pursuant to Condition 14.2(f)(ii) (the Proposed Extension ). 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: Principal amount of Subordinated Notes beneficially owned: Euroclear Account Number or similar: ISIN: We undertake to 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 further undertake not to transfer any such Subordinated Notes, at any time from the date hereof until the earlier of (a)

5 the date that this Written Resolution has been passed and (b) 18 October 2017, such date being two days after the proposed Redemption Date. We authorise any clearing agency or any custodian at which the account specified above is maintained to disclose, to each of the addressees of this Written Resolution, confirmation that we are the beneficial owner of the above-specified Subordinated Notes in the above-specified account and we hereby undertake to provide such proof of beneficial ownership in a form satisfactory to the Trustee. To the extent we are signing as proxy on behalf of a Noteholder, we undertake to provide the Trustee with evidence of our authority to sign this Written Resolution for and on behalf of the relevant Noteholder in a form satisfactory to the Trustee. We hereby: (a) consent (including, without limitation, for the purpose of Condition 7.2(e)) to: (i) the terms of the Proposed Refinancing and the Proposed Extension and, subject to the redemption of the existing Rated Notes pursuant to the Proposed Refinancing, the amendments to the Conditions, in each case as set out in the Preliminary Offering Circular of the Issuer dated 15 September 2017 (the Preliminary Offering Circular ), 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 Preliminary Offering Circular as agreed between the Issuer and the Collateral Manager): (A) (B) the Maturity Date applicable to both the Refinancing Notes and the Subordinated Notes will be 15 October 2031 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; the Principal Amount Outstanding on the Refinancing Date, Applicable Margin (or Fixed Rate, as the case may be) 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 Refinancing Date Applicable Margin / Fixed Rate Class X 6,000,000 3 month 0.35 per Class A-R 299,400,000 3 month Issue price per per 2

6 0.87 per Class B-1-R 29,400,000 3 month 1.35 per per Class B-2-R 33,500, per Class C-R 34,900,000 3 month 1.90 per Class D-R 26,300,000 3 month 2.90 per Class E-R 21,500,000 3 month 4.97 per Class F-R 17,200,000 3 month 6.55 per Subordinated 42,500,000 N/A N/A Notes per per per per per (C) (D) the Non-Call Period will mean the period from and including the Refinancing Date up to, but excluding, 15 October 2019 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; the Reinvestment Period will mean the period from and including the Original Issue Date up to and including the earliest of: (i) 15 October 2021 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; (ii) the date of the acceleration of the Notes pursuant to Condition 10.2 (Acceleration) (provided that such Acceleration Notice has not been rescinded or annulled in accordance with Condition 10.3 (Curing of Default)); and (iii) the date on which the Collateral Manager reasonably believes and notifies the Issuer, the Rating Agencies and the Trustee that it can no longer reinvest in additional Collateral Obligations in accordance with the Reinvestment Criteria; and 3

7 (b) (E) inclusion at the request of Moody s of a Ramp-Up Period with respect to the Portfolio, which shall mean the period ending no later than the second Business Day prior to the first Payment Date, provided that such period may also end on an earlier date as notified by the Collateral Manager in writing to the Trustee, the Issuer, and the Collateral Administrator confirming that the Target Initial Par Condition has been satisfied, which confirmation shall be further notified by the Issuer to Moody s; consent to and approve: (i) (ii) (iii) the forms of the Supplemental Trust Deed, Amended and Restated Collateral Management Agreement and Amended and Restated Agency Agreement as set out in Schedule 1 hereto (such forms of documentation as may be further amended by agreement between the parties thereto); any consequential amendments to any of the Transaction Documents to effect the Proposed Refinancing, such amendments to the Conditions, as described in sub-paragraph (i) above, and any amendments to the Preliminary Offering Circular as may be required to update the disclosure in accordance with applicable law or market updates, in each case subject to such further amendments that the Trustee may see fit to approve in its sole discretion; and any amendments to any of the Transaction Documents: (A) (B) (C) 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, MiFID, the Client Assets Sourcebook of the FCA and any applicable AML Requirements (each as defined in the Preliminary Offering Circular)); to update the appointment terms of the Agents to current market standards so as to better reflect the terms on which Sub-Custodians hold Custodial Assets; and to update references to legislation or regulation that has been superseded, replaced, supplemented or amended, in each case, together with any consequential amendments to any of the Transaction Documents, ((a) and (b) together, the Proposed Refinancing and Amendments ); (c) (d) approve the identity of Morgan Stanley & Co International plc (the Placement Agent ) as the financial institution acting as purchaser of the Refinancing Obligations for the purposes of Condition 7.2(e); resolve that on the Redemption Date, an amount determined by the Collateral Manager and notified in writing to the Collateral Administrator, the Account Bank and the Trustee on or before the Redemption Date not exceeding the amount that 4

8 would otherwise have been distributed to the Subordinated Noteholders in accordance with Condition 11.2(xxvi) on the Redemption Date will instead be paid from the Payment Account into the Principal Account (the Equity Diversion Payment ), and each of the Issuer and the Trustee is hereby authorised, empowered, requested and directed to execute any documentation 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 the Equity Diversion Payment; (e) (f) (g) acknowledge and approve the entry into and performance of obligations by the Issuer and the Collateral Manager under a forward purchase agreement (the Forward Purchase Agreement ) with the Placement Agent as seller, whereby the Collateral Manager will select and acquire obligations on behalf of the Placement Agent for onward sale to the Issuer; 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 Refinancing and Amendments (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 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 Refinancing and Amendments, any Waivers and implementation of any of the foregoing are hereby approved. We hereby: (a) (b) acknowledge that the Proposed Refinancing and Amendments will not occur or become effective, as applicable, unless holders of at least 90 per in aggregate of the Principal Amount Outstanding of the Subordinated Notes approve the same by way of Written Resolution; 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 5

9 (c) 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 Refinancing and Amendments and any Waivers that: (a) (d) (e) (f) (g) (h) (i) none of the Trustee, the Placement Agent, the Initial Purchaser, 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; we are not relying (for purposes of making any investment decision or advice) upon any advice, counsel or representations (whether written or oral) of any of the Relevant Parties; 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 Refinancing and Amendments, any Waivers or the Written Resolution; 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. Nothing in this Written Resolution or otherwise shall be construed as a recommendation to us from such parties 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; 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 Refinancing and Amendments or any Waivers; 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; 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; 6

10 (j) (k) (l) 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 Refinancing and Amendments (including the Preliminary Offering Circular) shall not be considered to be investment advice or a recommendation to sign this Written Resolution or continue to hold Subordinated Notes; each Subordinated Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to the 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 Refinancing and Amendments and to sign the Written Resolution; and the terms of the Written Resolution and the Proposed Refinancing and Amendments 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 the Written Resolution proposed; (m) the Preliminary Offering Circular relates solely to the offering of the Refinancing Notes (as defined therein) and that none of the Subordinated Notes will be offered pursuant to the Preliminary Offering Circular or any final offering circular subsequent to the Preliminary Offering Circular; and (n) 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 its own account or for one or more accounts, each of which is a QIB and (ii) 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. 7

11 Subordinated Noteholder: [Legal Name of Subordinated Noteholder] By: Authorised signatory By: Authorised signatory 8

12 Schedule 1 Amended Transaction Documents (as circulated to the Subordinated Noteholders on 9 October 2017) 9