ARES XXXIX CLO LTD. ARES XXXIX CLO LLC NOTICE OF REDEMPTION BY REFINANCING

Transcription

1 ARES XXXIX CLO LTD. ARES XXXIX CLO LLC NOTICE OF REDEMPTION BY REFINANCING THIS TRANSMITTAL 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 THE BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. Date of Notice: April 12, 2019 Redemption Record Date: April 17, 2019 To: The Holders of the Secured Notes and the Subordinated Notes (collectively, the Notes ) described as follows: Class of Notes Rule 144A Regulation S CUSIP * ISIN * CUSIP * ISIN * Common Code * Class X Notes 04015WAA2 US04015WAA27 G33111AA6 USG33111AA Class A Notes 04015WAC8 US04015WAC82 G33111AB4 USG33111AB Class B Notes 04015WAE4 US04015WAE49 G33111AC2 USG33111AC Class C Notes 04015WAJ3 US04015WAJ36 G33111AE8 USG33111AE Class D Notes 04015WAL8 US04015WAL81 G33111AF5 USG33111AF Class E Notes 04016BAA7 US04016BAA70 G33106AA6 USG33106AA Subordinated Notes 04016BAC3 US04016BAC37 G33106AB4 USG33106AB * No representation is made as to the correctness of the Common Codes, 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 To: Those Additional Addressees listed on Schedule I hereto Reference is hereby made to the Indenture dated as of July 27, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Indenture ), among Ares XXXIX CLO, LTD., as Issuer (the Issuer ), Ares XXXIX CLO LLC, as Co-Issuer (the Co- Issuer, and together with the Issuer, the Issuers ) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (in such capacity, the Trustee ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. Pursuant to Section 9.1(c) of the Indenture, a Majority of the Subordinated Notes has directed the redemption of the Class X Notes, the Class A Notes, Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (the Refinanced Notes ), in whole but not in part, from Refinancing Proceeds at their Redemption Prices through the issuance by the Issuer (and the Co-Issuer, as applicable) of Replacement Notes (the Refinancing ). In accordance with Section 9.3 of the Indenture, on behalf of and at the expense of the Issuers, the Trustee hereby provides notice of the following information concerning the Refinancing: (i) The Redemption Date shall be April 18, (ii) The Redemption Record Date shall be April 17, (iii) The Redemption Price for each Class of Notes is as follows: a. for the Class X Notes, $2,693,202.09, an amount equal to the outstanding principal amount of the Class X Notes plus accrued interest thereon (including b. for the Class A Notes, $328,502,126.88, an amount equal to the outstanding principal amount of the Class A Notes plus accrued interest thereon (including c. for the Class B Notes, $55,657,292.63, an amount equal to the outstanding principal amount of the Class B Notes plus accrued interest thereon (including d. for the Class C Notes, $27,271,913.35, an amount equal to the outstanding principal amount of the Class C Notes plus accrued interest thereon (including any Deferred Interest (and any interest thereon)) to the Redemption Date; e. for the Class D Notes, $28,597,391.78, an amount equal to the outstanding principal amount of the Class D Notes plus accrued interest thereon (including any Deferred Interest (and any interest thereon)) to the Redemption Date; and f. for the Class E Notes, $25,626,894.38, an amount equal to the outstanding principal amount of the Class E Notes plus accrued interest thereon (including any Deferred Interest (and any interest thereon)) to the Redemption Date.

3 Subject to satisfaction of the applicable conditions set forth in the Indenture to a Refinancing, all of the Class X Notes, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes will be redeemed in full and interest on such Refinanced Notes shall cease to accrue on the Redemption Date. The Issuers may withdraw a notice of Refinancing on or prior to the Business Day prior to the Redemption Date, subject to the conditions set forth in the Indenture. Payment of the amounts due and payable on the Notes being redeemed on the Redemption Date will be made only upon presentation and surrender of the Notes to the Trustee on or prior to the Redemption Date. Accordingly, HOLDERS OF CERTIFICATED NOTES ARE HEREBY INSTRUCTED TO DELIVER THEIR CERTIFICATED NOTES BY OR BEFORE THE REDEMPTION DATE TO THE TRUSTEE AT THE FOLLOWING ADDRESS: By Hand, Overnight Courier or First Class Registered/Certified Mail (to the Collateral Agent): U.S. Bank National Association Attn: Bondholder Services-EP-WS2N 111 Fillmore Avenue East St. Paul, MN The method of delivery is at the option and risk of the Holder. 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. Please contact Natalia Gutierrez, Vice President at U.S. Bank National Association at (617) or natalia.gutierrez@usbank.com with questions. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. Under the Indenture the Trustee is required only to recognize and treat the person in whose name a Note is registered on the registration books maintained by the Trustee as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is

4 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

5 Schedule I Additional Addressees Issuer: Ares XXXIX CLO Ltd. c/o Estera Trust (Cayman) Limited Clifton House, 75 Fort Street PO Box 1350 Grand Cayman KY Cayman Islands Attention: The Directors sf@estera.com Co-Issuer: Ares XXXIX CLO LLC c/o CICS, LLC 225 West Washington Street, Suite 2200 Chicago, Illinois Attention: Melissa Stark melissa@cics-llc.com Asset Manager: Ares CLO Management II LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, California Attention: Daniel Hall dhall@aresmgmt.com Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attention: CBO/CLO Monitoring CDOmonitoring@moodys.com Fitch Ratings, Inc. 33 Whitehall Street New York, New York Attention: CBO/CLO Surveillance CDO_cdo.surveillance@fitchratings.com Irish Stock Exchange: The Irish Stock Exchange plc (trading as Euronext Dublin) Company Announcement Office 28 Anglesea Street Dublin 2, Ireland Electronic copy to be uploaded to website provided by ISE Irish Listing Agent: McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson s Quay Dublin 2, Ireland tony.spratt@mcannfitzgerald.ie