ACIS CLO 2013-1 LTD. ACIS CLO 2013-1 LLC INFORMATIONAL NOTICE REGARDING CHAPTER 7 BANKRUPTCY OF THE PORTFOLIO MANAGER 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. May 10, 2018 To: The Holders described as: Class Rule 144A CUSIP * Rule 144A ISIN* Reg. S CUSIP* Reg. S ISIN* Reg. S. Common Code* Accredited Investor CUSIP* Accredited Investor ISIN* Certificated Rule 144A CUSIP* Class X Notes 00089K AA7 US00089KAA79 G00735 AA1 USG00735AA10 090481983 N/A N/A N/A N/A Class A-1 Notes 00089K AB5 US00089KAB52 G00735 AB9 USG00735AB92 090482114 N/A N/A N/A N/A Class A-2A Notes 00089K AC3 US00089KAC36 G00735 AC7 USG00735AC75 090482386 N/A N/A N/A N/A Class A-2B Notes 00089K AG4 US00089KAG40 G00735 AG8 USG00735AG89 090482505 N/A N/A N/A N/A Class B Notes 00089K AD1 US00089KAD19 G00735 AD5 USG00735AD58 090482726 N/A N/A N/A N/A Class C Notes 00089K AE9 US00089KAE91 G00735 AE3 USG00735AE32 090483498 N/A N/A N/A N/A Class D Notes 00089K AF6 US00089KAF66 G00735 AF0 USG00735AF07 090483692 N/A N/A N/A N/A Class E Notes 00089P AA6 US00089PAA66 G00744 AA3 USG00744AA35 090483846 00089P AE8 US00089PAE88 N/A N/A Class F Notes 00089P AB4 US00089PAB40 G00744 AB1 USG00744AB18 090484001 00089P AF5 US00089PAF53 N/A N/A Certificated Rule 144A ISIN* Sub. Notes N/A N/A G00744 AC9 USG00744AC90 090484443 00089 AG3 US00089PAG37 00089P AC2 US00089PAC23 Combo. Notes 00089K AH2 US00089KAH23 G00735 AH6 USG00735AH62 090484290 N/A N/A N/A N/A To: Those Additional Parties Listed on Schedule I hereto Reference is hereby made to that certain: (i) Indenture dated as of March 18, 2013 (as supplemented, amended or modified from time to time, the Indenture ), among ACIS CLO 2013-1 LTD., as issuer (the Issuer ), ACIS CLO 2013-1 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 ) and (ii) Portfolio Management Agreement dated as of March 18, 2013 (as supplemented, amended or modified from time to time, the PMA ) between the Issuer and ACIS CAPITAL MANAGEMENT, L.P. ( Acis LP ), as portfolio manager (the Portfolio * 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.
Manager ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the PMA, as applicable. A. The Chapter 7 Cases The Trustee hereby advises Holders that, on January 30, 2018, involuntary petitions under Chapter 7 of the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the Bankruptcy Code ) were filed in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the Bankruptcy Court ) by Joshua N. Terry against Acis LP, the Portolio Manager (Case No. 18-30264), and Acis Capital Management GP, LLC (Case No. 18-30265) ( Acis GP/LLC, and together with Acis LP, the Debtors ). On April 13, 2018, following evidentiary hearings on the involuntary petitions, the Bankruptcy Court entered Findings of Fact and Conclusions of Law In Support of Orders for Relief Issued After Trial On Contested Involuntary Petitions (Case No. 18-30264, Docket No. 118; Case No. 18-30265, Docket No. 113) (the Decision ) and Order For Relief In An Involuntary Case for Acis LP (Case No. 18-30264, Docket No. 119) (the Order for Relief ) and Order For Relief In An Involuntary Case for Acis GP/LLC (Case No. 18-30265, Docket No. 114). Thereafter, the Bankruptcy Court appointed Diane G. Reed as Chapter 7 trustee of the Debtors (the Chapter 7 Trustee ). The Debtors Chapter 7 cases (collectively, the Bankruptcy Cases ) are being jointly administered for procedural purposes only as In re Acis Capital Management, L.P., Acis Capital Management GP, LLC, under Case No. 18-30264). Pursuant to the final clause of Section 15(c)(iii) of the PMA, the entry of the Order for Relief constitutes cause for purposes of the termination of the Portfolio Manager. However, as a result of the Order for Relief, actions against the Portfolio Manager, including the termination of the Portfolio Manager under the PMA, are stayed by the automatic stay of Section 362 of the Bankruptcy Code. Unless otherwise instructed and directed in accordance with the Indenture, the Trustee does not presently intend to take any action with respect to the Portfolio Manager, including terminating the Portfolio Manager or seeking authority from the Bankruptcy Court to modify the automatic stay to terminate the Portfolio Manager. B. The Chapter 7 Trustee s Motion to Operate the Debtors Businesses in Chapter 7 On April 17, 2018, the Chapter 7 Trustee filed Trustee s Expedited Motion to Operate The Debtors Businesses In Chapter 7 (Docket No. 127) ( Motion to Operate ) and related motion seeking expedited hearing. On April 18, 2018, the Bankruptcy Court entered an Interim Order Granting Trustee s Expedited Motion to Operate the Debtors Businesses in Chapter 7 (Docket No. 130) (the Interim Order ) and on April 23, 2018, the Court orally approved the Motion to Operate at the conclusion of an evidentiary hearing. Thereafter, on May 7, 2018, the Court entered the Order Granting the Trustee s Motion to Operate the Debtors Businesses in Chapter 7 (Docket No. 178) (the Business Order ). The Business Order authorizes the Chapter 7 Trustee to operate the business of the Portfolio Manager, including under the PMA. C. Pending Motions in Chapter 7 Cases On May 3, 2018, Highland Capital Management, L.P. filed the Motion of Highland Capital Management, L.P. for Order Compelling Chapter 7 Trustee to Reject Certain Executory 2
Contracts and Requests for Expedited Hearing (Docket No. 169) (the Rejection Motion ). In the Rejection Motion, Highland Capital Management, L.P. requests that the Chapter 7 Trustee reject two agreements with Acis L.P.: (1) the Shared Services Agreement (as defined in the Rejection Motion) and (2) the Sub-Advisory Agreement (as defined in the Rejection Motion). A hearing on the Rejection Motion has been scheduled for June 6, 2018 at 2:30 P.M. (Central Time). On May 4, 2018, the Chapter 7 Trustee filed Trustee s Motion to Convert Cases to Chapter 11 (Docket No. 171) (the Motion to Convert ). In the Motion to Convert, the Chapter 7 Trustee requests that the Debtors cases under Chapter 7 of the Bankruptcy Code be converted to cases under Chapter 11. Also on May 4, 2018, the Emergency Motion for an Order Appointing a Trustee for the Chapter 11 Cases of Acis Capital Management, L.P. and Acis Capital Management GP, LLC Pursuant to Bankruptcy Code Section 1104(A) (Docket No. 173) (the Chapter 11 Trustee Motion ) and a related request for an expedited hearing were filed. The Chapter 11 Trustee Motion seeks the appointment of a Chapter 11 trustee in the Debtors cases. Hearings on the Motion to Convert and the Chapter 11 Trustee Motion were held on May 9, 2018. At the conclusion of the hearings, the Bankruptcy Court approved the Motion to Convert and the Chapter 11 Trustee Motion. The Bankruptcy Court is expected to enter orders converting the Debtors cases to cases under Chapter 11 of the Bankruptcy Code and appointing a Chapter 11 trustee. D. Trustee s Receipt of Letter from the Majority of the Subordinated Notes The Trustee has received a letter dated May 4, 2018 (the Letter ), from the Majority of the Subordinated Notes alleging that the Portfolio Manager, acting through the Chapter 7 Trustee, is in material breach of its duties under the Investment Advisers Act of 1940 (the Advisers Act ), the PMA and the Indenture. The Trustee expresses no opinion with respect to the allegations in the Letter or any communications between the Majority of the Subordinated Notes and the Chapter 7 Trustee on the matter. E. Obtaining Information Regarding the Chapter 7 Cases The Bankruptcy Cases, including the Decision, the Order for Relief, the Motion to Operate, the Interim Order, the Business Order, the Rejection Motion, the Motion to Convert and the Chapter 11 Trustee Motion may affect the rights of Holders. Holders are encouraged to review these pleadings, and all pleadings filed in the Chapter 7 Cases and consult with their own legal and financial advisors regarding their rights. Documents filed in the Bankruptcy Cases may be viewed during normal business hours at the Clerk s Office of the Bankruptcy Court, located at the Earle Cabell Federal Building, 1100 Commerce Street, Room 1254, Dallas, TX 75242-1496, or obtained through PACER for a fee by registering online at http://pacer.psc.uscourts.gov. F. Trustee s Request for Beneficial Ownership Forms 3
The Trustee hereby requests that the Holders of the Notes complete the form attached hereto as Exhibit A (the Beneficial Ownership Form ) to identify the beneficial owners of the Notes. Please complete the Beneficial Ownership Form and send it by mail and email by 5:00 P.M. (Eastern Time) on Friday, May 25, 2018 to the address and email listed on the Beneficial Ownership Form. G. General Information for Holders Please be advised that the Trustee reserves all of the rights, powers, claims and remedies available to it and to the Holders under the transaction documents and applicable law. No delay or forbearance by the Holders or the Trustee to exercise any right or remedy, or otherwise under the terms of the transaction documents, other documentation relating thereto or under applicable law, shall impair any such right or remedy or constitute a waiver thereof or an acquiescence therein. This notice is without prejudice and does not and will not waive any other right or remedy that the Trustee and the Holders or any of them may have as of the date hereof or in the future, all of which are hereby reserved. Pursuant to the Indenture, prior to any distributions to the Holders, funds held under the Indenture are to be used first for payment of the fees and costs incurred or to be incurred by the Trustee in performing its duties, as well as for any indemnities owing to or that become owing to the Trustee. This includes, but is not limited to, compensation to the Trustee for time spent, and the fees and costs of its counsel, and other agents the Trustee employs in connection with the Indenture and the Bankruptcy Cases, including to pursue remedies or other actions to protect the interests of the Holders. Please note that the foregoing is not intended and should not be construed as investment, accounting, financial, legal, or tax advice by or on behalf of the Trustee, or its directors, officers, affiliates, agents, attorneys or employees. Each person or entity receiving this notice should seek the advice of its own advisers in respect of the matters set forth herein. Holders with questions about this notice should direct them in writing, along with evidence of beneficial ownership of the Notes, to Taylor Potts at taylor.potts@usbank.com. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. U.S. BANK NATIONAL ASSOCIATION, as Trustee 4
EXHIBIT A CERTIFICATION OF BENEFICIAL OWNERSHIP OF NOTES OF ACIS CLO 2013-1 LTD. ACIS CLO 2013-1 LLC (Note Classes and CUSIPS are listed on Schedule A attached hereto and made apart hereof). Complete and sign (with signature guarantee) Section A and Section B and return to: U.S. Bank Global Corporate Trust Services MK-IL-SL8T 190 S. LaSalle Street, 8 th Floor Chicago, IL 60603 Attention: Taylor Potts e-mail: taylor.potts@usbank.com Capitalized terms have the meanings given to them in the indenture for the above-referenced securities, more particularly identified on Schedule A.
A. EXECUTION BY BENEFICIAL OWNER The undersigned beneficial owner hereby represents and warrants that it is a beneficial owner of the Notes described below and is duly authorized to deliver this Certification to the Trustee, and that such power has not been granted or assigned to any other Person. Name of Beneficial Owner: Address: Contact Person Name: Phone: Fax: E-mail: Custodian/DTC Participant Name: DTC Participant No.: Class, CUSIP & original principal amount owned: See Schedule A attached hereto and made a part hereof. (PLEASE COMPLETE SCHEDULE A.) The Trustee is hereby authorized to disclose to other holders or beneficial owners, the other transaction parties, and any court in which a related legal proceeding may be commenced, the existence, but not the amounts, of the undersigned s holdings. [PLEASE CHECK ONE:] Yes: ; No:. Signature 2 : (Print Name of Authorized Signatory): Title: Date: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program 2 The execution of this Certification by Beneficial Owner should be confirmed by a signature guarantee by a recognized participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, the Stock Exchange Medallion Program or another similar medallion stamp signature guarantee program acceptable to the Trustee.
B. EXECUTION BY NOMINEE OR INTERMEDIARY/ADVISOR The undersigned hereby represents and warrants that it is the nominee or intermediary/advisor for the beneficial owner indicated below with respect to the Note position described below, and that such beneficial owner has granted to the undersigned the power and authority to deliver this Certification to the Trustee on behalf of such beneficial owner, and that such power has not been granted or assigned to any other Person. Name of Nominee or Intermediary/Advisor: Address: Contact Person Name: Phone: Fax: E-mail: Name of Beneficial Owner(s): Class and CUSIP No. of Notes Owned: DTC Participant Name: DTC Participant No.: Class, CUSIP & original principal amount owned: See Schedule A attached hereto and made a part hereof. (PLEASE COMPLETE SCHEDULE A.) The Trustee is hereby authorized to disclose to other holders or beneficial owners, the other transaction parties, and any court in which a related legal proceeding may be commenced, the existence, but not the amounts, of the undersigned s holdings. [PLEASE CHECK ONE:] Yes: ; No:. Signature 3 : (Print Name of Authorized Signatory): Title: Date: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program 3 The execution of this Certification by Nominee or Intermediary/Advisor should be confirmed by a signature guarantee by a recognized participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, the Stock Exchange Medallion Program or another similar medallion stamp signature guarantee program acceptable to the Trustee.
SCHEDULE A to CERTIFICATION OF BENEFICIAL OWNERSHIP (Co-Issuers names: Acis CLO 2013-1 Ltd.; Acis CLO 2013-1 LLC) (Indenture dated as of March 18, 2013) PLEASE CHECK OFF AND COMPLETE, AS APPLICABLE: CUSIP Number Class of Notes Owned (check one or more, as applicable) Aggregate Original Note Principal Amount
SCHEDULE 1 Additional Addressees Issuer: Acis CLO 2013-1 Ltd. c/o Estera Trust (Cayman) Limited Clifton House 75 Fort Street, PO Box 1350 Grand Cayman KYI-1108 Cayman Islands Attention: The Directors Fax: (345) 949-4901 Co-Issuer: Acis CLO 2013-1 LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Fax: 302-738-7210 Irish Stock Exchange: Electronic copy to be uploaded to the Irish Stock Exchange website via http://www.isedirect.ie DTC, Euroclear and Clearstream (as applicable): legalandtaxnotices@dtcc.com lensnotices@dtcc.com consentannouncements@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com 17g5: ACIS.clo.2013.01.17g5@usbank.com Portfolio Manager: Acis Capital Management, L.P. c/o Dianne Reed, Chapter 7 Trustee Reed & Elmquist, P.C. 501 N. College Street Waxahachie, TX 75165 Email: dreed@bcylawyers.com Rating Agencies: Standard & Poor s 55 Water Street, 41 st Floor New York, New York 10041-0003 Fax: (212) 438-2655 Attention: Structured Credit Surveillance Email: CDO_Surveillance@sandp.com Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attention: CBO/CLO Monitoring Fax: 212-553-0355 Email: cdomonitoring@moodys.com SK 03687 0586 7874335 v10