NEWMARK CAPITAL FUNDING CLO LTD. NEWMARK CAPITAL FUNDING CLO LLC

Transcription

1 NEWMARK CAPITAL FUNDING CLO LTD. NEWMARK CAPITAL FUNDING CLO LLC NOTICE OF PROPOSED ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT AND REQUEST FOR CONSENT OF CONTROLLING CLASS AND INCOME NOTES 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. February 6, 2018 To: The Holders described as: Class Designation Class A-1-R Notes Class A-2A- R Notes Class A-2B- R Notes Class A-F-R Notes Class A-X-R Notes Income Notes CUSIP Rule 144A ISIN* Rule 144A CUSIP* Reg. S. ISIN* Reg. S. Common Code* Reg. S CUSIP* AI ISIN* AI 65157QAU0 US65157QAU04 G64657AK8 USG64657AK QAV8 US65157QAV QAW6 US65157QAW69 G64657AL6 USG64657AL QAX4 US65157QAX QAY2 US65157QAY26 G64657AM4 USG64657AM QAZ9 US65157QAZ QBA3 US65157QBA31 G64657AN2 USG64657AN QBB1 US65157QBB QBC9 US65157QBC96 G64657AP7 USG64657AP QBD7 US65157QBD RAC8 US65157RAC88 G64660AB2 USG64660AB RAD6 US65157RAD61 To: Those Additional Parties Listed on Schedule I hereto Reference is hereby made to that certain (i) Indenture dated as of June 30, 2014 (the Original Indenture ), among NEWMARK CAPITAL FUNDING CLO LTD., as issuer (the Issuer ), NEWMARK CAPITAL FUNDING 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 ), as amended by the First Supplemental Indenture No representation is made as to the correctness of the CUSIP, ISIN 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 Noteholders.

2 dated as of August 25, 2016 (the First Supplemental Indenture ), as further amended by the Second Supplemental Indenture dated as of March 16, 2017 (the Second Supplemental Indenture ) and as further amended by the Third Supplemental Indenture dated as of March 30, 2017 (the Third Supplemental Indenture and, together with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture ) and (ii) Collateral Management Agreement dated as of June 30, 2014 (as supplemented, amended or modified from time to time, the Collateral Management Agreement ) between the Issuer and NEWMARK CAPITAL LLC, as Collateral Manager (the Collateral Manager ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Collateral Management Agreement, as applicable. At the direction of the Collateral Manager, attached hereto as Exhibit A please find the Collateral Manager s letter (the Manager Letter ) requesting consent to the proposed assignment of the Collateral Manager s rights and obligations under the Collateral Management Agreement to Pretium Credit Management, LLC ( Successor Collateral Manager ) pursuant to a master sale agreement (the Assignment ). Pursuant to Section 13 of the Collateral Management Agreement, any purported assignment by the Collateral Manager of its rights or duties under the Collateral Management Agreement to any Person, in whole or in part, shall not be permitted unless (i) such assignment is consented to in writing by the Issuer, a Majority of the Controlling Class (as defined below) and a Majority of the Income Notes, (ii) the Rating Condition is satisfied and (iii) the locations and actions of such Person do not, solely as a result of the locations or actions of such Person, cause the Issuer to be subject to tax in a jurisdiction other than the Issuer s jurisdiction of formation. The Collateral Manager is requesting that Holders of the Class A-1-R Notes, the Class A- 2A-R Notes, the Class A-2B-R Notes, the Class A-F-R Notes and the Class A-X-R Notes (collectively, the Controlling Class ) and Holders of the Income Notes provide affirmative consent to the proposed Assignment. Holders of the Controlling Class and Holders of the Income Notes are requested to complete a consent in the form attached as Exhibit B hereto (the Consent ) and return the same to the Trustee by 5:00 pm (EST) on March 23, 2018, at the address set forth in the Consent. If no response by the requisite Holders of the Controlling Class is received within 45 days of the date hereof, then the Controlling Class shall be deemed to have consented to the Assignment. Affirmative consents in favor of the assignment are irrevocable upon receipt. Upon the execution and delivery of the attached Consent, the Consent may be relied upon by the Trustee and the Collateral Manager. PLEASE NOTE THAT THE FOREGOING IS NOT INTENDED AND SHOULD NOT BE CONSTRUED AS INVESTMENT, ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE BY OR ON BEHALF OF THE TRUSTEE, OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, ATTORNEYS OR EMPLOYEES. THE TRUSTEE MAKES NO RECOMMENDATIONS TO THE HOLDERS OF NOTES AS TO ANY ACTION TO BE TAKEN OR NOT TO BE TAKEN WITH RESPECT TO THE PROPOSED ASSIGNMENT OF THE COLLATERAL MANAGEMENT AGREEMENT OR OTHERWISE AND ASSUMES NO RESPONSIBILITY FOR THE CONTENTS, SUFFICIENCY OR VALIDITY OF THE 2

3 DESCRIPTION OF THE PROPOSED ASSIGNMENT OF THE COLLATERAL MANAGEMENT AGREEMENT CONTAINED HEREIN OR ATTACHED HERETO. CONSENTS TO THE EXECUTION OF THE PROPOSED ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT AND REQUEST FOR CONSENT MAY NOT BE REVOKED AFTER BEING RECEIVED BY THE TRUSTEE. TO THE EXTENT ALL CONSENTS AND CONDITIONS PRECEDENT TO THE ASSIGNMENT ARE RECEIVED OR SATISFIED, AS APPLICABLE, PRIOR TO THE DEADLINE, THE ASSIGNMENT MAY BE ENTERED INTO PRIOR TO THE DEADLINE. Should you have any questions, please contact Yvette Haynes at (713) or at U.S. BANK NATIONAL ASSOCIATION, as Trustee 3

4 Exhibit A Manager Letter

5 NewMark Capital LLC February 6, 2018 TO: FROM: RE: NewMark Capital Funding CLO Ltd. ( NewMark CLO ), the Holders of Notes and US Bank National Association, as Trustee Mark Gold, Managing Partner NewMark Capital LLC ( NewMark ), Collateral Manager to NewMark CLO Assignment of Collateral Management Agreement ( CMA ) for NewMark CLO NewMark intends to assign the CMA for NewMark CLO and the CMA for NewMark Capital Funding CLO Ltd. to Pretium Credit Management, LLC, an affiliate of Pretium Partners, LLC ( Pretium ), on or promptly following the date on which the conditions for such assignments are satisfied. Pretium has provided NewMark with the following information regarding Pretium. Pretium is a specialized alternative asset management firm focused on residential real estate, mortgage finance and credit. Founded in 2012, Pretium is led by Don Mullen, former head of Goldman Sachs Securities Division s Global Credit and Mortgage business, a member of Goldman Sachs Management Committee and member of Goldman Sachs Firmwide Risk Committee. Following the assignment of the NewMark collateral management agreements, Pretium and its affiliates will have over $9.5 billion of total assets under management. In addition to fee-paying capital, Pretium has raised growth capital and has extensive plans to expand its business, including its capabilities in corporate credit. Pretium acquired Valcour Capital Management LLC (now called Pretium Credit Management, LLC) in August 2017, as an initial step in building a corporate credit platform. Pretium s platform includes over 650 employees focusing on its residential real estate strategies and an additional 100 employees supporting its mortgage and corporate credit strategies. Pretium offers the prospect of long-term financial stability, access to a wide range of institutional investors, and investment management infrastructure resources and personnel. The contemplated transaction will constitute an assignment of each CMA for purposes of the United States Investment Advisers Act of 1940, as amended. Therefore, pursuant to Section 13 of the CMA, we are hereby requesting the consent to such assignments from at least a Majority of the Controlling Class and at least a Majority of the Income Notes to such assignment. NewMark hereby directs the Trustee to forward this letter to the Holders of Notes and to request the consent of the Controlling Class and the Income Notes. If you have any questions please contact Mark Gold at mark.gold@newmarkcapital.com. NewMark Capital LLC 1 Penn Plaza, Suite 4501 New York, NY mark.gold@newmarkcapital.com Error! Unknown document property name.

6 Exhibit B Consent PLEASE RETURN THIS CONSENT AND DIRECTION BY BY 5:00 PM (EASTERN STANDARD TIME) ON MARCH 23, 2018 TO U.S. BANK NATIONAL ASSOCIATION AT yvette.haynes@usbank.com. Reference is hereby made to that certain (i) Indenture dated as of June 30, 2014 (as supplemented, amended or modified from time to time, the Indenture ), among NEWMARK CAPITAL FUNDING CLO LTD., as issuer (the Issuer ), NEWMARK CAPITAL FUNDING 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 ), (ii) Collateral Management Agreement dated as of June 30, 2014 (as supplemented, amended or modified from time to time, the Collateral Management Agreement ) between the Issuer and NEWMARK CAPITAL LLC, as Collateral Manager (the Collateral Manager ) and (iii) Notice of Proposed Assignment of Collateral Management Agreement and Request for Consent of Controlling Class and Income Notes (the Notice ) dated as of February 6, 2018 pursuant to which the Trustee forwarded to the Controlling Class and the Income Notes a copy of the Collateral Manager s letter (the Manager Letter ) requesting consent to the proposed assignment of the Collateral Manager s rights and obligations under the Collateral Management Agreement to Pretium Credit Management, LLC (the Assignment ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture, the Collateral Management Agreement or the Notice, as applicable. Pursuant to Section 13 of the Collateral Management Agreement, the consent of the Issuer, a Majority of the Controlling Class and a Majority of the Income Notes to the Assignment is required for the Assignment to become effective. PLEASE CHECK ONE: ( ) The undersigned Holder hereby consents to the Assignment. ( ) The undersigned Holder hereby elects to withhold its consent to the Assignment. This is to certify that the Person identified below on Addendum 1 was a Holder as of February 6, 2018, of the principal amount of the Notes specified below. IN ADDITION TO COMPLETING THIS CONSENT PLEASE COMPLETE AND SIGN THE PROOF OF OWNERSHIP FORM ATTACHED HERETO AS ADDENDUM 1.

7 Addendum 1 to Exhibit B NEWMARK CAPITAL FUNDING CLO LTD. NEWMARK CAPITAL FUNDING CLO LLC Registered Holder * : PROOF OF OWNERSHIP (Reg. S, Rule 144A, and Certificated Notes) Signature of Registered Holder * : Registered Holder * contact name: Registered Holder * contact number: Registered Holder * Address: Underlying Beneficial owner: (if held by Custodian or Nominee) Beneficial owner contact name: Beneficial owner contact number: Beneficial owner Address: DTC Participant Number (if applicable): Class of Notes: CUSIP/ISIN: Current Principal Amount: Date: * For DTC positions, Registered Holder refers to DTC Participant, Custodian, or Nominee

8 SCHEDULE I Additional Addressees Issuer: NewMark Capital Funding CLO Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY Cayman Islands Attention: The Directors Co-Issuer: NewMark Capital Funding CLO LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Collateral Manager: NewMark Capital LLC 1 Penn Plaza, Suite 4501 New York, New York Attention: Mark L. Gold mark.gold@hillmarkcapital.com Rating Agencies: S&P Global Ratings 55 Water Street New York, New York cdo_surveillance@spglobal.com Irish Stock Exchange: Electronic copy to be uploaded to the Irish Stock Exchange website via DTC, Euroclear and Clearstream (as applicable): legalandtaxnotices@dtcc.com lensnotices@dtcc.com consentannouncements@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com 17g5: newmark17g5@usbank.com SK v3