BALLYROCK CLO LTD. Notice to Holders

Transcription

1 BALLYROCK CLO LTD. Notice to Holders THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS OF THE NOTES REFERRED TO BELOW. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORIZED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORIZED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM). 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. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR BROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY. If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this Notice to the purchaser or transferee or to the broker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS NOTICE MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AND IS BEING PUBLISHED FOR THE PURPOSE OF MAKING PUBLIC SUCH INFORMATION. To: The Holders of the Notes described on the attached Schedule A: Reference is made to the Indenture, dated as of November 18, 2014 (as amended from time to time, the Indenture ), by and among BALLYROCK CLO LTD., as issuer (the Issuer ), BALLYROCK CLO 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 ). Capitalized terms used but not defined herein have the meanings specified in the Indenture. The Issuer hereby gives notice to all Holders of Notes issued by the Co-Issuers or the Issuer ( Notice ), that certain Holders or beneficial owners of Notes have entered into discussions with respect to the potential redemption of all Classes of Rated Notes from the proceeds of an issuance of replacement notes by the Co-Issuers or the Issuer (such proposed transaction, the Redemption Transaction ) and that a Majority of the Subordinated Notes (the Directing Holders ) have directed that all necessary and appropriate action be taken to effect a Redemption Transaction in accordance with, and subject to, the terms and conditions specified in the Indenture on or after January 22, In connection therewith, a notice of redemption is required to be delivered, not later than 15 Business Days prior to the applicable Redemption Date, to each Holder of Notes to be redeemed, with information pertaining thereto as specified in the Indenture. This notice does not constitute the notice of redemption required pursuant to the Indenture. The Directing Holders reserve the right to withdraw their direction with respect to any or all of the Classes of Notes.

2 Nothing in this Notice constitutes an offer to sell, or the solicitation of an offer to purchase, any security in any jurisdiction. This Notice will be governed by and construed in accordance with the law of the State of New York.

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5 SCHEDULE A To the Holders of the Notes 1 described as: Rule 144A CUSIP ISIN Class A-1-R Notes 05873LAJ5 US05873LAJ52 Class A-2-R Notes 05873LAK2 US05873LAK26 Class B-R Notes 05873LAL0 US05873LAL09 Class C-R Notes 05873LAM8 US05873LAM81 Regulation S Common Code CUSIP ISIN Class A-1-R Notes G07170AE6 USG07170AE62 Class A-2-R Notes G07170AF3 USG07170AF38 Class B-R Notes G07170AG1 USG07170AG11 Class C-R Notes G07170AH9 USG07170AH93 Class Rule 144A Reg S Rule 144A Reg S Reg S CUSIP CUSIP ISIN ISIN Common Code Class D Notes 05873MAA2 G0717BAA0 US05873MAA27 USG0717BAA Subordinated Notes 05873MAC8 G0717BAB8 US05873MAC82 USG0717BAB Class Physical Physical ISIN Subordinated Notes 05873M AD6 US05873MAD65 1 No representation is made as to the correctness of the Common Code, 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.