SOUND POINT CLO III, LTD. SOUND POINT CLO III, INC. NOTICE OF OPTIONAL REDEMPTION

Transcription

1 The Bank of New York Mellon Trust Company, National Association SOUND POINT CLO III, LTD. SOUND POINT CLO III, INC. NOTICE OF OPTIONAL REDEMPTION NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE DEBT. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE DEBT IN A TIMELY MANNER. To: The Holders of the Debts as follows: March 21, 2018 Common Code Class A-1-R Notes 83608HAS3 G82835AJ1 N/A US83608HAS31 USG82835AJ18 N/A Rule 144A Reg S Accredited Rule 144A Reg S Accredited Class A Loans 83608HAQ7 N/A N/A US83608HAQ74 N/A N/A Class B-R Notes 83608HAU8 G82835AK8 N/A US83608HAU86 USG82835AK80 N/A Class C-1-R Notes 83608HAW4 G82835AL6 N/A US83608HAW43 USG82835AL63 N/A Class C-2-R Notes 83608HAY0 G82835AM4 N/A US83608HAY09 USG82835AM47 N/A Class D-R Notes 83608HBA1 G82835AN2 N/A US83608HBA14 USG82835AN20 N/A Class E Notes 83608JAA8 G8283BAA JAB6 US83608JAA88 USG8283BAA73 N/A Class F Notes 83608JAC4 G8283BAB JAD2 US83608JAC45 USG8283BAB56 N/A Subordinated Notes 83608JAE0 G8283BAC JAF7 US83608JAE01 USG8283BAC30 US83608JAF To: Those Additional Addresses listed on Schedule I hereto Reference is hereby made to (i) that certain Indenture and Security Agreement dated as of August 22, 2013 (as amended by the First Supplemental Indenture, dated July 15, 2014, by the Second Supplemental Indenture, dated April 17, 2017 and as further amended, modified or No representation is made as to the correctness of the CUSIP, Common Code or ISIN numbers either as printed on the Debt or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

2 supplemented from time to time, the Indenture ), among Sound Point CLO III, Ltd., as Issuer (the Issuer ), Sound Point CLO III, Inc. as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ), and The Bank of New York Mellon Trust Company, National Association (the Bank ), as Trustee (the Trustee ) and as Collateral Agent (the Collateral Agent ) and (ii) that certain Credit Agreement, dated August 22, 2013 (as amended, modified or supplemented from time to time, the Credit Agreement ), among the Issuer, as Borrower ( Borrower ), Co-Issuer, as Co-Borrower (the Co-Borrower and, together with the Borrower, the Co-Borrowers ), the various financial institutions as Lenders thereto and the Bank, as Loan Agent (the Loan Agent ) and Collateral Agent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. Pursuant to Section 9.1(a) of the Indenture and Section of the Credit Agreement, a Majority of the Subordinated Notes directed the Issuer to redeem or prepay, as applicable, the Class A-1-R Notes, the Class A Loans, the Class B-R Notes, the Class C-1-R Notes, the Class C- 2-R Notes, the Class D-R Notes, the Class E Notes, the Class F Notes, and the Subordinated Notes (the Redeemed Debt ) from sale proceeds and other available funds. In accordance with Section 9.3(a) of the Indenture and at the direction of the Issuer, the Trustee hereby provides notice of the following information relating to the Optional Redemption: The Optional Redemption Date for the Redeemed Debt will be April 16, The Redemption Price of each Class of Redeemed Debt shall be: for the Class A-1-R Notes U.S. $ 182,097, (an amount equal to 100% of the aggregate outstanding principal amount of the Class A-1-R Notes plus accrued and unpaid interest thereon (including any Defaulted Interest and interest thereon) to the Redemption Date); for the Class A Loans U.S. $ 36,690, (an amount equal to 100% of the aggregate outstanding principal amount of the Class A Loans plus accrued and unpaid interest thereon (including any Defaulted Interest and interest thereon) to the Redemption Date); for the Class B-R Notes U.S. $ 64,775, (an amount equal to 100% of the aggregate outstanding principal amount of the Class B-R Notes plus accrued and unpaid interest thereon (including any Defaulted Interest and interest thereon) to the Redemption Date); for the Class C-1-R Notes U.S. $ 25,241, (an amount equal to 100% of the aggregate outstanding principal amount of the Class C-1-R Notes (including any for the Class C-2-R Notes U.S. $ 5,049, (an amount equal to 100% of the aggregate outstanding principal amount of the Class C-2-R Notes (including any 2

3 for the Class D-R Notes U.S. $ 28,608, (an amount equal to 100% of the aggregate outstanding principal amount of the Class D-R Notes (including any for the Class E Notes U.S. $ 23,109, (an amount equal to 100% of the aggregate outstanding principal amount of the Class E Notes (including any for the Class F Notes U.S. $ 10,940, (an amount equal to 100% of the aggregate outstanding principal amount of the Class F Notes (including any and for each Subordinated Note an amount equal to its pro rata share of all excess Principal Proceeds payable to the Subordinated Notes pursuant to the Priorities of Payment. All of the Redeemed Debt is to be redeemed or prepaid, as applicable, in full, and interest on the Secured Debt shall cease to accrue on the Optional Redemption Date. The Optional Redemption may be cancelled subject to certain conditions, as set forth in the Indenture. The Subordinated Notes will be redeemed on the Optional Redemption Date. Notwithstanding anything herein to the contrary, the completion of the Optional Redemption described herein is subject to the satisfaction of any additional conditions to the Redemption set forth in the Indenture. With respect to any Redeemed Debt in the form of Certificates, payment on such Redeemed Debt will be made only upon presentation and surrender of such Redeemed Debt to the Trustee by one of the following methods: By First Class Registered/Certified mail: The Bank of New York Mellon Trust Company, National Association Global Corporate Trust P.O. Box 2320 Dallas, Texas By Express Delivery Only: The Bank of New York Mellon Trust Company, National Association Global Corporate Trust 2001 Bryan Street, 9 th Floor Dallas, Texas By Hand Only: The Bank of New York Mellon 101 Barclay Street New York, New York, st Floor East Corporate Trust Window Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, paying agents are required to withhold 28% of gross payments to Holders who are United States persons for U.S. tax purposes and fail to provide a valid taxpayer identification number, or who are not United 3

4 States persons and fail to provide an appropriate IRS Form W-8, on or before the date upon which Notes are presented for payment. Holders who are United States persons are additionally subject to a penalty of $50 for failure to provide a taxpayer identification number. To avoid this 28% withholding, when presenting Notes for payment, please submit a form W-9 if you are a United States person, or an appropriate Form W-8 if you are not a United States person, or other appropriate IRS form. Should you have any questions, please contact Jack Hung at (713) or at jack.hung@bnymellon.com. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Collateral Agent and Loan Agent 4

5 SCHEDULE I Additional Addressees Issuer: Sound Point CLO III, Ltd. c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, George Town Grand Cayman KY Cayman Islands Fax: (345) Attn: The Directors with a copy to: Maples and Calder P.O. Box 309, Ugland House South Church Street, George Town Grand Cayman KY1-1104, Cayman Islands Re: Sound Point CLO III, Ltd. Co-Issuer: Sound Point CLO III, Inc. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attn: Donald J. Puglisi Irish Listing Agent: Maples and Calder 75 St. Stephen s Green Dublin 2, Ireland Collateral Manager: Sound Point Capital Management, LP 375 Park Avenue, 33rd Floor New York, New York Attn: Renée Gallizzo 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 Fitch Ratings, Inc. One State Street Plaza New York, New York cdo.surveillance@fitchratings.com 17g-5 Information Agent: soundpointcloiii@bnymellon.com DTC, Euroclear & Clearstream (if applicable): legalandtaxnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Class A Lenders: On file with the Loan Agent 5