December 10, 2018 SYMPHONY CLO XV, LTD. SYMPHONY CLO XV LLC

Transcription

1 December 10, East St. Andrew Place Santa Ana, CA Tel THIS TRANSMITTAL CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE BENEFICIAL OWNERS OF THE SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. SYMPHONY CLO XV, LTD. SYMPHONY CLO XV LLC NOTICE OF OPTIONAL REDEMPTION BY REFINANCING OF THE CLASS A-R NOTES, THE CLASS B-1-R NOTES, THE CLASS C-R NOTES, THE CLASS D-R NOTES, THE CLASS E NOTES AND THE CLASS F NOTES To: The Holders of Securities issued by Symphony CLO XV, Ltd. and Symphony CLO XV LLC, and the Addressees listed on Schedule A (Classes and CUSIP numbers 1 are listed on Schedule B and attached hereto) Ladies and Gentlemen: Reference is made to the Indenture, dated as of November 17, 2014 (as amended, the Indenture ) by and among Symphony CLO XV, Ltd., as the issuer (the Issuer ), Symphony CLO XV LLC, as the co-issuer (the Co-Issuer and, together with the Issuer, the Co-Issuers ), and Deutsche Bank Trust Company Americas, as the trustee (in such capacity, the Trustee ). Capitalized terms used but not otherwise defined in this Notice have the meanings given to them in the Indenture. Reference is also made to the Notice of Proposed Fourth Supplemental Indenture dated November 21, 2018 (the Prior Notice ), in which the Trustee notified Holders that (x) a Majority of the Subordinated Notes have directed the Co-Issuers to redeem the Class A-R Notes, the Class B-1-R Notes, the Class B-2-R Notes, the Class C-R Notes, the Class D-R Notes, the Class E Notes and the Class F Notes (collectively, the Refinanced Notes ) from Refinancing Proceeds (the Proposed Refinancing ); and (y), in connection with the Proposed Refinancing, subject to satisfaction of the conditions precedent set forth in the Indenture, the Co-Issuers have proposed to amend certain terms of the Indenture as set forth in the proposed supplemental indenture attached to the Prior Notice. 1 CUSIP numbers are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP numbers, or the accuracy of any such numbers printed on the Securities or indicated in this notice.

2 Notice of Optional Redemption By Refinancing. The Trustee hereby provides notice to the Holders of the Securities of the following information as set forth below: (1) The proposed Refinancing Date is December 24, (2) The Refinanced Notes are to be redeemed at their respective Refinancing Price, as follows: (a) (b) (c) (d) (e) (f) (g) For the Class A-R Notes, $339,773,875.59, which is an amount equal to the Aggregate Outstanding Amount of such Class A-R Notes, plus accrued For the Class B-1-R Notes, $63,475,858.39, which is an amount equal to the Aggregate Outstanding Amount of such Class B-1-R Notes, plus accrued and unpaid interest thereon at the applicable Note Interest Rate to but For the Class B-2-R Notes, $15,099,148.83, which is an amount equal to the Aggregate Outstanding Amount of such Class B-2-R Notes, plus accrued and unpaid interest thereon at the applicable Note Interest Rate to but For the Class C-R Notes, $33,289,775.82, which is an amount equal to the Aggregate Outstanding Amount of such Class C-R Notes, plus accrued For the Class D-R Notes, $33,361,459.16, which is an amount equal to the Aggregate Outstanding Amount of such Class D-R Notes, plus accrued For the Class E Notes, $30,424,932.57, which is an amount equal to the Aggregate Outstanding Amount of such Class E Notes, plus accrued and unpaid interest thereon at the applicable Note Interest Rate to but and For the Class F Notes, $12,185,839.69, which is an amount equal to the Aggregate Outstanding Amount of such Class F Notes, plus accrued and unpaid interest thereon at the applicable Note Interest Rate to but excluding the Refinancing Date.

3 (3) The Refinanced Notes will be refinanced and paid in full, and interest thereon shall cease to accrue on the Refinancing Date. (4) On or prior to the Refinancing Date, any Refinanced Notes held in physical form, if any, must be surrendered to the Trustee at: c/o DB Services Americas, Inc., MS JCK , 5022 Gate Parkway, Suite 220, Jacksonville, FL 32256, Attn: Securities Payment Unit The method of delivery is at the option and risk of the Noteholder. Notwithstanding anything herein to the contrary, the completion of this Refinancing described herein is subject to the satisfaction of additional conditions set forth in the Indenture and the Collateral Manager may withdraw (or postpone) any Refinancing Notice on or prior to the second Business Day prior to the scheduled Refinancing Date as set forth therein. Please contact Willis Hwang at Deutsche Bank Trust Company Americas at or with any questions. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

4 Schedule A Symphony CLO XV, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY Symphony CLO XV LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Symphony Asset Management LLC 555 California Street San Francisco, California Attention: Himani Trivedi Irish Stock Exchange trading as Euronext Dublin 28 Anglesea Street Dublin 2 Ireland Maples and Calder 75 St. Stephen s Green Dublin 2, Ireland Facsimile: dublindebtlisting@maplesandcalder.com Moody s Investors Service, Inc. Via to: cdomonitoring@moodys.com Fitch Ratings, Inc. Via to: cdo.surveillance@fitchratings.com

5 Schedule B 2 SYMPHONY CLO XV, LTD. SYMPHONY CLO XV LLC CUSIP Certificated ISIN Certificated Common Code Class A-R Notes 87154E AG5 G8649Y AG3 US87154EAG52 USG8649YAG Class B-1-R Notes 87154E AJ9 G8649Y AH1 US87154EAJ91 USG8649YAH Class B-2-R Notes 87154E AL4 G8649Y AJ7 US87154EAL48 USG8649YAJ Class C-R Notes 87154E AN0 G8649Y AK4 US87154EAN04 USG8649YAK Class D-R Notes 87154E AQ3 G8649Y AL2 US87154EAQ35 USG8649YAL Class E Notes Class F Notes Subordinated Notes 87165KAA1 G86499AA KAB9 G86499AB KAC7 G86499AC KAD5 US87165KAA16 USG86499AA15 US87165KAB98 USG86499AB97 US87165KAC71 USG86499AC70 US87165KAD No representation is made as to the correctness of the CUSIP or ISIN numbers either as printed on the Securities or as contained in this notice. Such numbers are included solely for the convenience of the Holders.