TELOS CLO , LTD. TELOS CLO , LLC

Transcription

1 TELOS CLO , LTD. TELOS CLO , LLC NOTICE OF OPTIONAL REDEMPTION BY REFINANCING OF THE CLASS A NOTES, THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES AND THE CLASS E NOTES Date of Notice: January 3, 2018 Redemption Date: January 17, 2018 NOTE: 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. To: The Holders of the Notes listed on Schedule I and the Additional Parties listed on Schedule II Reference is made to that certain (i) Indenture dated as of August 6, 2013 (as amended by the First Supplemental Indenture dated as of December 19, 2013, and as further amended by the Second Supplemental Indenture dated as of February 4, 2015 and as may be further amended, restated, supplemented or otherwise modified from time to time, the Indenture ) among Telos CLO , Ltd., as issuer (the Issuer ), Telos 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 ), and (ii) Notice of Proposed Third Supplemental Indenture dated December 14, 2017 (the Notice of Proposed Third Supplemental Indenture ) which among other things, provided notice of a proposed Third Supplemental Indenture (the Third Supplemental Indenture ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. The Issuer notified the Trustee, pursuant to Section 9.2(g) of the Indenture, of (i) a redemption of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (collectively, the Refinanced Notes ) from Refinancing Proceeds pursuant to Section 9.2(a) of the Indenture at the direction of a Majority of the Subordinated Notes, (ii) such Redemption Date, (iii) the applicable Record Date, (iv) the principal amount of the Notes to be redeemed on such Redemption Date and (v) the applicable Redemption Prices. In accordance with Section 9.4 of the Indenture, you are HEREBY NOTIFIED as follows:

2 (a) the applicable Redemption Date shall be January 17, 2018; (b) the Redemption Price * for the Refinanced Notes, is as follows: (i) (ii) (iii) (iv) (v) for the Class A Notes, $210,572,088.86; which is an amount equal to (x) 100% of the Aggregate Outstanding Amount of the Class A Notes, plus (y) accrued and unpaid interest thereon to the Redemption Date, plus (z) any Make Whole Amount payable on the Class A Notes; for the Class B Notes, $46,874,720.72; which is an amount equal to (x) 100% of the Aggregate Outstanding Amount of the Class B Notes, plus (y) accrued and unpaid interest thereon to the Redemption Date; for the Class C Notes, $29,304,102.35; which is an amount equal to (x) 100% of the Aggregate Outstanding Amount of the Class C Notes, plus (y) accrued and unpaid interest thereon (including interest on any accrued and unpaid Deferred Interest) to the Redemption Date; for the Class D Notes, $19,488,756.87; which is an amount equal to (x) 100% of the Aggregate Outstanding Amount of the Class D Notes, plus (y) accrued and unpaid interest thereon (including interest on any accrued and unpaid Deferred Interest) to the Redemption Date; and for the Class E Notes, $16,259,780.60; which is an amount equal to (x) 100% of the Aggregate Outstanding Amount of the Class E Notes, plus (y) accrued and unpaid interest thereon (including interest on any accrued and unpaid Deferred Interest) to the Redemption Date. (c) (d) (e) on the Redemption Date, the Refinanced Notes are being redeemed in full and interest on such Refinanced Notes shall cease to accrue on the Redemption Date; the Subordinated Notes will not be redeemed on such Redemption Date; and the place where any Certificated Secured Notes are to be surrendered for payment of the Redemption Price is: By Hand, Overnight Courier or First Class Registered/Certified Mail (to the Trustee): * provided that, in connection with any Optional Redemption of the Secured Notes in whole, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes, in which case such reduced price will be the Redemption Price for such Note

3 U.S. Bank National Association 111 Fillmore Avenue East St. Paul, MN Attn: Bondholder Services, EP-MN-WS2N Reference: Telos CLO , Ltd. The method and delivery of any Certificated Secured Notes is at the option and risk of the Holders. It is suggested, however, that any Certificated Secured Notes be sent by registered mail, properly insured, or overnight courier to the address stated above. 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. Questions may be directed to the Trustee by contacting Jennifer Vlasuk at U.S. Bank National Association at (617) or jennifer.vlasuk@usbank.com regarding this Notice. The, and Common Code numbers appearing in this notice are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the numbers, or for the accuracy or correctness of numbers printed on the Notes or as indicated in this notice. 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. U.S. BANK NATIONAL ASSOCIATION, as Trustee - 3 -

4 SCHEDULE I The Noteholders described as: Accredited 2 Accredited* Reg S* Reg S* Rule 144A* Rule 144A* Class X Notes 87974H AB7 US87974HAB78 G87494 AA1 USG87494AA H AA9 US87974HAA95 Class A Notes 87974H AD3 US87974HAD35 G87494 AB9 USG87494AB H AC5 US87974HAC51 Class B Notes 87974H AF8 US87974HAF82 G87494 AC7 USG87494AC H AE1 US87974HAE18 Class C Notes 87974H AH4 US87974HAH49 G87494 AD5 USG87494AD H AG6 US87974HAG65 Class D Notes 87974H AK7 US87974HAK77 G87494 AE3 USG87494AE H AJ0 US87974HAJ05 Class E Notes 87974H AM3 US87974HAM34 G87494 AF0 USG87494AF H AL5 US87974HAL50 Subordinated Notes 87974JAB3 US87974JAB35 G8756CAA3 USG8756CAA JAA5 US87974JAA51 No representation is made as to the correctness of the, or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders. [Schedule I]

5 SCHEDULE II Additional Parties Issuer: Telos CLO , Ltd. c/o Estera Trust (Cayman) Limited Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY Cayman Islands Attention: Directors Co-Issuer Telos CLO , LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi Collateral Servicer: Telos Asset Management LLC 780 Third Avenue, 22 nd Floor New York, NY Attention: John McCormick 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 S&P Global Ratings an S&P Global business 55 Water Street, 41st Floor New York, New York Attention: Structured Credit-CDO Surveillance cdo_surveillance@spglobal.com Irish Stock Exchange: The Irish Stock Exchange plc Companies Announcements Office 28 Anglesea Street Dublin 2, Ireland For posting through ISE Direct 17g-5 Website TelosCLO20134@structuredfn.com Collateral Administrator: Virtus Group, LP 5400 Westheimer Court, Suite 760 Houston, Texas Attention: Telos CLO [Schedule II]