CITIBANK, N.A. ICE GLOBAL CREDIT CLO LIMITED ICE GLOBAL CREDIT CLO, INC. NOTICE OF REDEMPTION

Transcription

1 CITIBANK, N.A. ICE GLOBAL CREDIT CLO LIMITED ICE GLOBAL CREDIT CLO, INC. NOTICE OF REDEMPTION 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. Notice Date: June 7, 2017 Notice Record Date: June 7, 2017 To: The Holders of the Secured Notes described as: CUSIP ISIN * Common Codes * Class A Notes (144A) 44927TAA2 US44927TAA Class A Notes (Reg S) G47407AA2 USG47407AA Class B Notes (144A) 44927TAD6 US44927TAD Class B Notes (Reg S) G47407AB0 USG47407AB Class C Notes (144A) 44927TAG9 US44927TAG Class C Notes (Reg S) G47407AC8 USG47407AC Class D Notes (144A) 44927TAK0 US44927TAK Class D Notes (Reg S) G47407AD6 USG47407AD Class E Notes (144A) 44927UAA9 US44927UAA Class E Notes (Reg S) G47394AA2 USG47394AA and The Additional Parties Listed on Schedule I hereto Reference is hereby made to the Indenture dated as of April 4, 2012, (as amended, modified or supplemented from time to time, the Indenture ) among ICE GLOBAL CREDIT CLO LIMITED, as Issuer (the Issuer ), ICE GLOBAL CREDIT CLO, INC., as Co-Issuer (the Co-Issuer and together with the Issuer, the Co-Issuers ), and CITIBANK, N.A., as Trustee No representation is made as to the correctness or accuracy of the CUSIP numbers, ISIN numbers or Common Codes either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

2 (the Trustee ). Capitalized terms used, and not otherwise defined, herein shall have the meanings assigned to such terms in the Indenture. Pursuant to Section 9.6 of the Indenture, you are hereby notified that the Trustee has received notice from the Issuer, dated June 7, 2017 (the Issuer Notice ) that the Income Noteholders whose Voting Percentages are equal to 60% or more of all Income Noteholders Voting Percentages have directed the Issuer to effect the optional redemption in whole of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (the Optional Redemption ). A copy of the Issuer Notice is attached hereto as Exhibit A. Please be advised that, with respect to the Optional Redemption: 1. The Redemption Date shall be October 4, 2017; 2. The Record Date shall be September 29, 2017; 3. The principal amount and, as indicated in the Issuer Notice, the Applicable Redemption Price for the Secured Notes to be redeemed are as follows: Notes Principal Amount Applicable Redemption Price Class A Notes $158,210, an amount equal to the Aggregate Principal Amount of the Outstanding Class A Notes, plus any unpaid interest thereon accrued through the Redemption Date Class B Notes $43,000, an amount equal to the Aggregate Principal Amount of the Outstanding Class B Notes, plus any unpaid interest thereon accrued through the Redemption Date Class C Notes $39,000, an amount equal to the Aggregate Principal Amount of the Outstanding Class C Notes, plus any unpaid interest thereon accrued through the Redemption Date Class D Notes $39,000, an amount equal to the Aggregate Principal Amount of the Outstanding Class D Notes, plus any unpaid interest thereon accrued through the Redemption Date Class E Notes $24,000, an amount equal to the Aggregate Principal Amount of the Outstanding Class D Notes, plus any unpaid interest thereon accrued through the Redemption Date 4. All of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are to be redeemed in full and interest on the such Notes shall cease to accrue on the Redemption Date; and 5. The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes must be surrendered to the Paying Agent for payment of the Redemption Price at: Citibank, N.A., 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window - ICE Global Credit CLO Limited PLEASE NOTE THAT

3 HOLDERS OF CERTIFICATED CLASS A NOTES, CERTIFICATED CLASS B NOTES, CERTIFICATED CLASS C NOTES, CERTIFICATED CLASS D NOTES AND CERTIFICATED CLASS E NOTES MUST SURRENDER THEIR NOTES TO THE ABOVE ADDRESS IN ORDER TO RECEIVE PAYMENT OF THE REDEMPTION PRICE. This Notice shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein. CITIBANK, N.A., as Trustee

4 SCHEDULE 1 The Holders of the Income Notes described as: Additional Parties CUSIP ISIN * Common Codes * Income Notes (144A) 44927UAD3 US44927UAD Income Notes (Reg S) G47394AB0 USG47394AB Income Notes (Definitive) 44927UAE1 US44927UAE10 N/A Issuer: Co-Issuer: Collateral Manager: ICE Global Credit CLO Limited c/o Maples Fiduciary Services (Ireland) Limited 32 Molesworth Street, Dublin 2, Ireland Fax: +353 (0) Attention: Directors ICE Global Credit CLO, Inc. c/o Puglisi & Associates 850 Library Avenue, Ste. 204 Newark, Delaware Fax: (302) dpuglisi@puglisiassoc.com Attention: Donald J. Puglisi ICE Canyon LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, California Attention: Nathan Sandler Telephone: (310) Fax: (310) with a copy to: ICE Canyon LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, California No representation is made as to the correctness or accuracy of the CUSIP numbers, ISIN numbers or Common Codes either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

5 Attention: Jonathan Kaplan Telephone (310) Fax (310) Hedge Counterparty: Collateral Administrator: Rating Agencies: Listing Agent: The Bank of New York Mellon Global Risk Management Services Global Markets Division 32 Old Slip, 15th Floor New York, New York Virtus Group, LP 1301 Fannin Street, 17th Floor Houston, Texas Attention: Ice Global Credit CLO, Ltd. Fax: (866) Standard & Poor s Rating Services CDO_Surveillance@sandp.com Maples and Calder (for posting with the Companies Announcement Office of the Irish Stock Exchange) 75 St. Stephen s Green Dublin 2, Ireland Attention: Ice Global Credit CLO Limited dublindebtlisting@maplesandcalder.com

6 EXHIBIT A Issuer Notice

7 ISSUER ORDER AND NOTICE OF REDEMPTION ICE GLOBAL CREDIT CLO LIMITED Date: June 7, 2017 Citibank, N.A., as Trustee 388 Greenwich Street New York, NY Attention: Agency and Trust ICE Global Credit CLO Limited ICE Canyon LLC, as Collateral Manager 2000 Avenue of the Stars, 11th Floor Los Angeles, CA Attention: Nathan Sandler Telephone: (310) Fax: (310) with a copy to: ICE Canyon LLC 2000 Avenue of the Stars, 11 th Floor Los Angeles, California Attention: Jonathan Kaplan Telephone (310) Fax (310) Maples and Calder 75 St. Stephen s Green Dublin 2, Ireland The Bank of New York Mellon, as Hedge Counterparty Global Risk Management Services Global Markets Division 32 Old Slip, 15 th Floor New York, New York Standard & Poor s Rating Services 55 Water Street, 41st Floor New York, New York Fax: (212) Attention: Structured Finance Ratings, Asset-Backed Securities CBO/CLO Surveillance, and CDO Surveillance@standardandpoors.com US-DOCS\

8 Re: Optional Redemption Ladies and Gentlemen: Reference is made to that certain Indenture dated as of April 4, 2012 (as amended, modified or supplemented from time to time, the Indenture ) by and among ICE Global Credit CLO Limited, as Issuer (the Issuer ), ICE Global Credit CLO, Inc., as Co-Issuer (the Co-Issuer and together with the Issuer, the Issuers ) and Citibank, N.A., as Trustee (the Trustee ). Capitalized terms not defined herein shall have the meanings given to them in the Indenture. Pursuant to Section 9.4(a)(i) of the Indenture, the Issuers have received a direction from Income Noteholders whose aggregate Voting Percentages are equal to 60% or more of all Income Noteholders Voting Percentages to effect the optional redemption in whole of the Secured Notes on the Payment Date occurring in October The Issuers hereby elect to redeem the Secured Notes in whole pursuant to Sections 9.4(a)(i) of the Indenture (the Optional Redemption ) and provide this Issuer Order and Notice of Redemption pursuant to Sections 9.4(f) and 9.5 of the Indenture. In accordance with Sections 9.4(f) and 9.5 of the Indenture and subject to Section 9.6 of the Indenture, the Issuers hereby notify the Trustee, the Collateral Manager, the Listing Agent, the Hedge Counterparty and the Rating Agency of the following information relating to such redemption: The Redemption Date shall be October 4, The Record Date shall be September 29, The Applicable Redemption Price shall be: (i) (ii) (iii) (iv) (v) for the Class A Notes, an amount equal to the Aggregate Principal Amount of the Outstanding Class A Notes, plus any unpaid interest thereon accrued through the Redemption Date; for the Class B Notes, an amount equal to the Aggregate Principal Amount of the Outstanding Class B Notes, plus any unpaid interest thereon accrued through the Redemption Date; for the Class C Notes, an amount equal to the Aggregate Principal Amount of the Outstanding Class C Notes, plus any unpaid interest thereon accrued through the Redemption Date; for the Class D Notes, an amount equal to the Aggregate Principal Amount of the Outstanding Class D Notes, plus any unpaid interest thereon accrued through the Redemption Date; and for the Class E Notes, an amount equal to the Aggregate Principal Amount of the Outstanding Class D Notes, plus any unpaid interest thereon accrued through the Redemption Date. US-DOCS\

9 In accordance with Section 9.4(c) of the Indenture, the Issuers hereby direct the Trustee to terminate each Hedge Agreement (or a portion thereof) in accordance with the instructions of the Collateral Manager and to make the payment to the Paying Agent of the amounts required for redemption of all of the Secured Notes to be redeemed on the Redemption Date from funds in the Payment Account in accordance with the Indenture. In accordance with Section 9.6 of the Indenture, the Issuer hereby directs the Trustee to deliver notice of the Optional Redemption, in the name and at the expense of the Issuer, by first class mail, postage prepaid, not later than 10 Business Days prior to the Redemption Date, to each Noteholder of Notes to be redeemed at its address in the Note Register, with a copy to the Rating Agency, the Collateral Manager, the Hedge Counterparty and the Company Announcements Office of the Irish Stock Exchange and Listing Agent (if any Class of Notes to be redeemed is listed on the Irish Stock Exchange). [SIGNATURE PAGE FOLLOWS] US-DOCS\

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11 ICE GLOBAL CREDIT CLO LIMITED, as Issuer By: Name: Title: ICE GLOBAL CREDIT CLO, INC., as Co-Issuer ~. ~~~-e_: D Joµ.~=a=;..~=-=J=. =-P-u_g_l_i_s_i Title: President [Issuer Order and Notice of Redemption]