NOTICE OF OPTIONAL REDEMPTION BY REFINANCING NXT CAPITAL CLO , LLC

Transcription

1 Corporate Trust Services 9062 Old Annapolis Road Columbia, MD MAC: R To: NOTICE OF OPTIONAL REDEMPTION BY REFINANCING The Parties Listed on Schedule I hereto. NXT CAPITAL CLO , LLC July 11, 2017 Ladies and Gentlemen: Reference is made to that certain Indenture dated as of May 8, 2014 (as amended, modified or supplemented, the Indenture ) between NXT CAPITAL CLO , LLC, as Issuer (the Issuer ) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the Trustee ). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture. I. Notice to Nominees and Custodians. If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Optional Redemption by Refinancing. Pursuant to Section 9.2(a) of the Indenture, a Majority of the Interests directed the Co- Issuer to redeem the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes (the Refinanced Notes ), in whole but not in part, from Refinancing Proceeds. Pursuant to Section 9.2(g) of the Indenture, the Issuer has notified the Trustee of the Redemption Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the applicable Redemption Prices. In accordance with Section 9.4 of the Indenture and at the direction of the Issuer, the Trustee hereby provides notice of the following information relating to the Optional Redemption by Refinancing: All of the Refinanced Notes will be redeemed in full, and interest on such Refinanced Notes shall cease to accrue on the Redemption Date. The Class E Notes and the Subordinated Notes will not be redeemed on the Redemption Date. The Redemption Date will be July 24, The Redemption Price of the Refinanced Notes shall be:

2 for the Class A Notes U.S. $190,135, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class A Notes, plus without duplication, accrued and unpaid interest thereon, to the Redemption Date); for the Class B-1 Notes U.S. $24,221, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class B-1 Notes, plus without duplication, accrued and unpaid interest thereon, to the Redemption Date); for the Class B-2 Notes U.S. $5,059, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class B-2 Notes, plus without duplication, accrued and unpaid interest thereon, to the Redemption Date); and for the Class C Notes U.S. $37,688, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class C Notes, plus without duplication, accrued and unpaid interest thereon (including Deferred Interest, interest on any accrued and unpaid Deferred Interest and defaulted interest), to the Redemption Date); and for the Class D Notes U.S. $16,208, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class D Notes, plus without duplication, accrued and unpaid interest thereon (including Deferred Interest, interest on any accrued and unpaid Deferred Interest and defaulted interest), to the Redemption Date). Payment of the Redemption Price on the Refinanced Notes to be redeemed will be made only upon presentation and surrender of such Notes at the offices of the Trustee. To surrender Notes, please present and surrender the Notes to one of the following places by one of the following methods: By Mail or Courier Service: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N South Fourth Street Minneapolis, MN By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N P.O. Box 1517 Minneapolis, MN Under the provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended in 1992, 2001 and most recently, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the Act ), the Paying Agent making payment of interest or principal on securities may be obligated to withhold a percentage of the principal of a holder who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding under the Act. Holders of the Notes who wish to avoid the application of these provisions should submit either a completed IRS (Internal Revenue Service) form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the Notes for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, W-8 forms and W-9 forms and instructions are available through the IRS via their web site at 2 of 5

3 All questions should be directed to the attention of Stephanie Smith by telephone at (410) , by at by facsimile at (866) , or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Stephanis Smith, MAC R , 9062 Old Annapolis, Columbia, MD The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee does not make recommendations or give investment advice herein or as to the Notes generally. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3 of 5

4 Holders of Notes: Schedule I Addressees CUSIP* (Rule 144A) CUSIP* (Reg S) CUSIP* (Accredited Investor) Class A Notes 67091CAA0 U67038AA CAB8 Class B-1 Notes 67091CAC6 U67038AB CAD4 Class B-2 Notes 67091CAN2 U67038AG CAP7 Class C Notes 67091CAE2 U67038AC CAF9 Class D Notes 67091CAG7 U67038AD CAH5 Class E Notes 67091CAJ1 N/A 67091CAK8 Issuer: NXT Capital CLO , LLC Attn: Geoffrey Elter and Thomas J. Bax geoffrey.elter@nxtcapital.com; tom.bax@nxtcapital.com With a copy to: Attn: James Anderson james.anderson@nxtcapital.com Collateral Manager: NXT Capital CLO , LLC Attn: Geoffrey Elter and Thomas J. Bax geoffrey.elter@nxtcapital.com; tom.bax@nxtcapital.com The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. 4 of 5

5 Rating Agencies: S&P Global Ratings: Moody s: Collateral Administrator/Information Agent: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland Attn: CDO Trust Services, NXT CAPITAL CLO Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Irish Listing Agent: Walkers Listing & Support Services Limited Sir John Rogerson s Quay Dublin 2, Ireland 5 of 5