BALLYROCK CLO LTD. BALLYROCK CLO 2014-I LLC

Transcription

1 BALLYROCK CLO LTD. BALLYROCK CLO 2014-I LLC NOTICE OF ISSUER S WITHDRAWAL OF NOTICE OF REDEMPTION AND WITHDRAWAL OF PROPOSED SUPPLEMENTAL INDENTURES Date of Notice: January 8, 2018 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT 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 Holders of the Notes (collectively, the Notes ) as described as: CUSIP Rule 144 A Regulation S ISIN Rule 144A Regulation S Common Code Regulation S Class A-1-R Notes 05873LAJ5 G07170AE6 US05873LAJ52 USG07170AE Class A-2-R Notes 05873LAK2 G07170AF3 US05873LAK26 USG07170AF Class B-R Notes 05873LAL0 G07170AG1 US05873LAL09 USG07170AG Class C-R Notes 05873LAM8 G07170AH9 US05873LAM81 USG07170AH Class D Notes 05873MAA2 G0717BAA0 US05873MAA27 USG0717BAA Subordinated Notes 05873MAC8 G0717BAB8 US05873MAC82 USG0717BAB To: Those Additional Parties listed on Schedule I hereto No representation is made as to the correctness of the Common Code, CUSIP and ISIN numbers, either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

2 Reference is hereby made to that certain Indenture dated as of November 18, 2014 (as amended by the Supplemental Indenture dated as of April 20, 2017 and as may be further supplemented, amended or modified from time to time, the Indenture ), among BALLYROCK CLO LTD., as Issuer (the Issuer ), BALLYROCK CLO LLC, as Co-Issuer (the Co-Issuer, and 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. A. NOTICE OF WITHDRAWAL OF NOTICE OF REDEMPTION Reference is also hereby made to that certain Notice of Redemption by Refinancing dated, and distributed by the Trustee, on December 22, 2017 (the Notice of Redemption ) giving notice that the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D Notes (collectively, the Refinanced Notes ) were to be redeemed in full on January 22, 2018 at the applicable Redemption Price contingent upon the Issuer s successful completion of the Refinancing in accordance with the Indenture. NOTICE IS HEREBY GIVEN that the Trustee received an order and direction from the Issuer, dated January 8, 2018 (the Issuer Order and Withdrawal of Notices ), providing notice of its withdrawal of its Initial Issuer Notice and directing the Trustee to distribute this notice. The Issuer Order and Withdrawal of Notices is attached hereto as Annex A. Pursuant to such Issuer Order and Withdrawal of Notices, the Trustee, at the request of the Issuer, notifies you that the Notice of Redemption is hereby WITHDRAWN and the Refinanced Notes will NOT be redeemed on the Payment Date in January B. WITHDRAWAL OF PROPOSED SUPPLEMENTAL INDENTURES Reference is also hereby made to that certain Notice of Proposed Supplemental Indenture No. 2 and Request for Consent from All Holders of a Majority of Each Class of Rated Notes and All Holders of Subordinated Notes and Notice of Proposed Supplemental Indenture No. 3 and Request for Consent from All Holders of Subordinated Notes dated, and distributed by the Trustee, on December 20, 2017 (the Notice of Proposed Supplemental Indentures ) giving notice of (a) a proposed Supplemental Indenture No. 2 (the Proposed Supplemental Indenture No. 2 ) and (b) a proposed Supplemental Indenture No. 3 (the Proposed Supplemental Indenture No. 3 and, together with the Proposed Supplemental Indenture No. 2, the Proposed Supplemental Indentures ) in accordance with Section 8.2(a) and 8.3(c) of the Indenture, to be entered into on or after January 22, 2018 in connection with, and simultaneously with, the contemplated Optional Redemption in whole of the Refinanced Notes by Refinancing in accordance with the Indenture. ACCORDINGLY, the Trustee, at the request of the Issuer, notifies you that the Proposed Supplemental Indentures are hereby WITHDRAWN and as a result of which the Proposed Supplemental Indentures will NOT be executed. Any consents delivered to the Trustee in connection with the Notice of Proposed Supplemental Indentures will have no force and effect

3 This Notice is being sent to Holders of Notes by U.S. Bank National Association in its capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee by contacting Edward Zalewski at telephone (617) or by at U.S. BANK NATIONAL ASSOCIATION, as Trustee - 3 -

4 SCHEDULE I Additional Parties Issuer: Ballyrock CLO Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY Cayman Islands Attention: Directors Ballyrock CLO Ltd. Facsimile no.: + (345) (with a copy to +1 (345) ) cayman@maplesfs.com Co-Issuer: Ballyrock CLO LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE Attention: Donald J. Puglisi Facsimile no.: (302) dpuglisi@puglisiassoc.com Collateral Manager: Ballyrock Investment Advisors LLC 200 Seaport Blvd., V13H Boston, Massachusetts Attn: Scott Mensi Scott.Mensi@FMR.COM DTC, Euroclear and Clearstream (if applicable): legalandtaxnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com Rating Agencies: Moody's Investors Services, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attn: CBO/CLO Monitoring cdomonitoring@moodys.com Facsimile: (212) Fitch Ratings, Inc. 33 Whitehall Street New York, NY cdo.surveillance@fitchratings.com Irish Stock Exchange: The Irish Stock Exchange plc At Maples and Calder as listing agent 75 St. Stephen s Green, Dublin 2, Ireland Telephone no.: Facsimile no.: dublindebtlisting@maplesandcalder.com Information Agent for posting to Issuer s Website: Collateral Administrator: U.S. Bank National Association One Federal Street, 3 rd Floor Boston, Massachusetts Attention: Edward Zalewski Edward.Zalewski@usbank.com

5 ANNEX A Issuer Order and Withdrawal of Notices [see attached]

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9 BALLYROCK CLO LTD. BALLYROCK CLO 2014-I LLC NOTICE OF ISSUER S WITHDRAWAL OF NOTICE OF REDEMPTION AND WITHDRAWAL OF PROPOSED SUPPLEMENTAL INDENTURES Date of Notice: January 8, 2018 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT 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 Holders of the Notes " (collectively, the Notes ) as described as: CUSIP Rule 144 A Regulation S ISIN Rule 144A Regulation S Common Code Regulation S Class A-1-R Notes 05873LAJ5 G07170AE6 US05873LAJ52 USG07170AE Class A-2-R Notes 05873LAK2 G07170AF3 US05873LAK26 USG07170AF Class B-R Notes 05873LAL0 G07170AG1 US05873LAL09 USG07170AG Class C-R Notes 05873LAM8 G07170AH9 US05873LAM81 USG07170AH Class D Notes 05873MAA2 G0717BAA0 US05873MAA27 USG0717BAA Subordinated Notes 05873MAC8 G0717BAB8 US05873MAC82 USG0717BAB To: Those Additional Parties listed on Schedule I hereto " No representation is made as to the correctness of the Common Code, CUSIP and ISIN numbers, either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

10 Reference is hereby made to that certain Indenture dated as of November 18, 2014 (as amended by the Supplemental Indenture dated as of April 20, 2017 and as may be further supplemented, amended or modified from time to time, the Indenture ), among BALLYROCK CLO LTD., as Issuer (the Issuer ), BALLYROCK CLO LLC, as Co-Issuer (the Co-Issuer, and 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. A. NOTICE OF WITHDRAWAL OF NOTICE OF REDEMPTION Reference is also hereby made to that certain Notice of Redemption by Refinancing dated, and distributed by the Trustee, on December 22, 2017 (the Notice of Redemption ) giving notice that the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D Notes (collectively, the Refinanced Notes ) were to be redeemed in full on January 22, 2018 at the applicable Redemption Price contingent upon the Issuer s successful completion of the Refinancing in accordance with the Indenture. NOTICE IS HEREBY GIVEN that the Trustee received an order and direction from the Issuer, dated January 8, 2018 (the Issuer Order and Withdrawal of Notices ), providing notice of its withdrawal of its Initial Issuer Notice and directing the Trustee to distribute this notice. The Issuer Order and Withdrawal of Notices is attached hereto as Annex A. Pursuant to such Issuer Order and Withdrawal of Notices, the Trustee, at the request of the Issuer, notifies you that the Notice of Redemption is hereby WITHDRAWN and the Refinanced Notes will NOT be redeemed on the Payment Date in January B. WITHDRAWAL OF PROPOSED SUPPLEMENTAL INDENTURES Reference is also hereby made to that certain Notice of Proposed Supplemental Indenture No. 2 and Request for Consent from All Holders of a Majority of Each Class of Rated Notes and All Holders of Subordinated Notes and Notice of Proposed Supplemental Indenture No. 3 and Request for Consent from All Holders of Subordinated Notes dated, and distributed by the Trustee, on December 20, 2017 (the Notice of Proposed Supplemental Indentures ) giving notice of (a) a proposed Supplemental Indenture No. 2 (the Proposed Supplemental Indenture No. 2 ) and (b) a proposed Supplemental Indenture No. 3 (the Proposed Supplemental Indenture No. 3 and, together with the Proposed Supplemental Indenture No. 2, the Proposed Supplemental Indentures ) in accordance with Section 8.2(a) and 8.3(c) of the Indenture, to be entered into on or after January 22, 2018 in connection with, and simultaneously with, the contemplated Optional Redemption in whole of the Refinanced Notes by Refinancing in accordance with the Indenture. ACCORDINGLY, the Trustee, at the request of the Issuer, notifies you that the Proposed Supplemental Indentures are hereby WITHDRAWN and as a result of which the Proposed Supplemental Indentures will NOT be executed. Any consents delivered to the Trustee in connection with the Notice of Proposed Supplemental Indentures will have no force and effect

11 This Notice is being sent to Holders of Notes by U.S. Bank National Association in its capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee by contacting Edward Zalewski at telephone (617) or by at U.S. BANK NATIONAL ASSOCIATION, as Trustee - 3 -

12 SCHEDULE I Additional Parties Issuer: Ballyrock CLO Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY Cayman Islands Attention: Directors Ballyrock CLO Ltd. Facsimile no.: + (345) (with a copy to +1 (345) ) cayman@maplesfs.com Co-Issuer: Ballyrock CLO LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE Attention: Donald J. Puglisi Facsimile no.: (302) dpuglisi@puglisiassoc.com Collateral Manager: Ballyrock Investment Advisors LLC 200 Seaport Blvd., V13H Boston, Massachusetts Attn: Scott Mensi Scott.Mensi@FMR.COM DTC, Euroclear and Clearstream (if applicable): legalandtaxnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com Rating Agencies: Moody's Investors Services, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attn: CBO/CLO Monitoring cdomonitoring@moodys.com Facsimile: (212) Fitch Ratings, Inc. 33 Whitehall Street New York, NY cdo.surveillance@fitchratings.com Irish Stock Exchange: The Irish Stock Exchange plc At Maples and Calder as listing agent 75 St. Stephen s Green, Dublin 2, Ireland Telephone no.: Facsimile no.: dublindebtlisting@maplesandcalder.com Information Agent for posting to Issuer s Website: Collateral Administrator: U.S. Bank National Association One Federal Street, 3 rd Floor Boston, Massachusetts Attention: Edward Zalewski Edward.Zalewski@usbank.com

13 ANNEX A Issuer Order and Withdrawal of Notices [see attached]