ALM XIV, LTD. ALM XIV, LLC NOTICE OF REDEMPTION BY REFINANCING. Date of Notice: January 16, 2018 Redemption Record Date: January 14, 2018
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1 ALM XIV, LTD. ALM XIV, LLC NOTICE OF REDEMPTION BY REFINANCING Date of Notice: January 16, 2018 Redemption Record Date: January 14, 2018 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE OFFERED SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE OFFERED SECURITIES IN A TIMELY MANNER. To: The Holders of the Offered Securities as described on the attached Schedule II and to those Additional Parties listed on Schedule I hereto: Reference is hereby made to that certain (a) Indenture dated as of July 15, 2014, as amended by that certain First Supplemental Indenture dated as of April 28, 2017 (as further supplemented, amended or modified from time to time, the Indenture ), among ALM XIV, Ltd., as Issuer (the Issuer ), ALM XIV, 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 (b) Fiscal Agency Agreement dated as of July 15, 2014 (the Fiscal Agency Agreement ), among the Issuer, Estera Trust (Cayman) Limited (formerly Appleby Trust (Cayman) Ltd.), as Share Registrar (the Share Registrar ), and U.S. Bank National Association, as Fiscal Agent (the Fiscal Agent ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Fiscal Agency Agreement, as applicable. Pursuant to Section 9.2(a) of the Indenture, the Collateral Manager has directed the Issuer and Trustee to redeem in whole by class from Refinancing Proceeds the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C Notes and the Class D Notes (collectively, the Refinanced Notes ) through the issuance by the Issuer and the Co-Issuer of replacement securities (the Replacement Notes ) to new and/or existing investors (the Redemption by Refinancing ). The Redemption by Refinancing is contingent upon the Issuer s ability to satisfy certain conditions set forth in the Indenture. Pursuant to Section 9.2(g) of the Indenture, the Issuer has provided notice to the Trustee and Fiscal Agent of the Redemption Date, the applicable Record Date, the principal amount of the Refinanced Notes to be redeemed and the applicable Redemption Prices.
2 In accordance with Section 9.4(a) of the Indenture, the Trustee, upon an Issuer Order, hereby provides notice (at the expense of the Co-Issuers) of the following information relating to the Redemption by Refinancing: (a) The Redemption Date for the Refinanced Notes will be January 29, 2018 (the Redemption Date ). (b) The applicable Redemption Record Date will be January 14, (c) The Redemption Price for each Refinanced Note shall be: for the Class A-1-R Notes, $935,942,812.63, which is an amount equal to 100% of the Aggregate Outstanding Amount of such Notes to be redeemed plus accrued and unpaid interest thereon (including, as applicable, any defaulted interest (and any interest thereon)) to the Redemption Date; For the Class A-2-R Notes, $164,433,066.13, which is an amount equal to 100% of the Aggregate Outstanding Amount of such Notes to be redeemed plus accrued and unpaid interest thereon (including, as applicable, any defaulted interest (and any interest thereon)) to the Redemption Date; For the Class B-R Notes, $84,662,827.48, which is an amount equal to 100% of the Aggregate Outstanding Amount of such Note, plus accrued and unpaid interest Redemption Date; For the Class C Notes, $108,811,931.08, which is an amount equal to 100% of the Aggregate Outstanding Amount of such Note, plus accrued and unpaid interest Redemption Date; and For the Class D Notes, $101,675,864.18, which is an amount equal to 100% of the Aggregate Outstanding Amount of such Note, plus accrued and unpaid interest Redemption Date. (d) (e) All of the Refinanced Notes are being redeemed and interest on the Refinanced Notes shall cease to accrue on the Redemption Date. The Preferred Shares are not being redeemed on the Redemption Date. The place where the Refinanced Notes are to be surrendered for payment of the Redemption Price is:
3 By Hand, Overnight Courier or First Class Registered/Certified Mail (to the Trustee): U.S. Bank National Association Attn: Bondholder Services-EP-MN-WS2N 111 Fillmore Avenue East St. Paul, MN (f) The Issuer is entitled to rescind any of the transactions necessary or desirable to effectuate the Redemption by Refinancing on or prior to the second Business Day prior to the proposed Redemption Date, subject to the satisfaction of any additional 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 Holders by U.S. Bank National Association in its capacity as Trustee. Questions may be directed to the Trustee by contacting Gayle Filomia at telephone (617) or by at gayle.filomia@usbank.com. U.S. BANK NATIONAL ASSOCIATION, as Trustee and Fiscal Agent
4 SCHEDULE I Additional Parties Issuer: ALM XIV, Ltd. c/o Estera Trust (Cayman) Limited Clifton House, 75 Fort Street PO Box 1350 Grand Cayman KY Cayman Islands Attention: The Directors Telephone no.: +1 (345) Co-Issuer: ALM XIV, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi Fiscal Agent: U.S. Bank National Association One Federal Street, Third Floor Boston, Massachusetts Attention: Gayle Filomia (ALM XIV, Ltd.) gayle.filomia@usbank.com Facsimile no.: (866) Rating Agencies: Moody s Investors Service, 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, New York cdo.surveillance@fitchratings.com Irish Stock Exchange: The Irish Stock Exchange plc Companies Announcements Office Via to: announcements@ise.ie 28 Anglesea Street Dublin 2, Ireland McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson's Quay Dublin 2, Ireland Facsimile No.: (353) Tony.Spratt@McCannFitzgerald.ie Information Agent Address: ALM.XIV@usbank.com
5 Schedule II * Rule 144A Global Securities Regulation S Global Securities Securities CUSIP ISIN CUSIP (CINS) ISIN Class A-1-R Notes 00164KAJ6 US00164KAJ60 G0223GAE8 USG0223GAE82 Class A-2-R Notes 00164KAL1 US00164KAL17 G0223GAF5 USG0223GAF57 Class B-R Notes 00164KAN7 US00164KAN72 G0223GAG3 USG0223GAG31 Rule 144A Securities CUSIP ISIN Regulation S Common Code CUSIP ISIN Common Code Class C Notes 00164KAG2 US00164KAG G0223GAD0 USG0223GAD Class D Notes 00164LAA3 US00164LAA G02232AA7 USG02232AA Preferred Shares 00164L204 US00164L2043 N/A G KYG Accredited Investor Securities CUSIP ISIN Class C Notes Class D Notes 00164KAH0 US00164KAH LAB1 US00164LAB18 Preferred Shares 00164L303 US00164L3033 * No representation is made as to the correctness of the CUSIP, ISIN or Common Code Numbers either as printed on the Offered Securities or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
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