NOTICE OF OPTIONAL REDEMPTION BY REFINANCING MIDOCEAN CREDIT CLO IV MIDOCEAN CREDIT CLO IV 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. MIDOCEAN CREDIT CLO IV MIDOCEAN CREDIT CLO IV LLC April 3, 2018 Ladies and Gentlemen: Reference is made to that certain Indenture dated as of March 12, 2015 (as amended, modified or supplemented from time to time, the Indenture ) among MIDOCEAN CREDIT CLO IV, as Issuer (the Issuer ), MIDOCEAN CREDIT CLO IV LLC, as Co-Issuer (the Co- Issuer, and together with the Issuer, the Co-Issuers ), 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 Income Notes directed the Applicable Issuers to redeem the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (the Refinanced Notes ), in whole but not in part, from Refinancing Proceeds. 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 F Notes and the Income Notes will not be redeemed on the Redemption Date. 1 of 5

2 The Redemption Date will be April 16, The Trustee has been informed by the Issuer that the Redemption Date may be delayed to facilitate compliance by the Portfolio Manager with the Risk Retention Requirements. The Redemption Price of the Refinanced Notes shall be: for the Class A Notes U.S. $253,556, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class A Notes, plus accrued and unpaid interest thereon, to the Redemption Date); for the Class B Notes U.S. $49,005, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class B Notes, plus accrued and unpaid interest thereon, to the Redemption Date); for the Class C Notes U.S. $30,119, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class C Notes, plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Note Deferred Interest), to the Redemption Date); for the Class D Notes U.S. $21,041, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class D Notes, plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Note Deferred Interest), to the Redemption Date); and for the Class E Notes U.S. $18,320, (which is an amount equal to 100% of the Aggregate Outstanding Amount of the Class E Notes, plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Note Deferred 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 IMPORTANT INFORMATION REGARDING TAX CERTIFICATION AND POTENTIAL WITHHOLDING: Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service ("IRS") to Wells Fargo Bank, N.A. Corporate Trust Services to ensure payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by Wells Fargo Bank, N.A. Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely 2 of 5

3 provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you. THE CO-ISSUERS RESERVE THEIR RIGHT TO WITHDRAW THIS NOTICE OF OPTIONAL REDEMPTION BY REFINANCING AS CONTEMPLATED UNDER SECTION 9.4 OF THE INDENTURE. All questions should be directed to the attention of Lynette Thompson by telephone at (713) , by at lynette.thompson@wellsfargo.com, by facsimile at (866) , or by mail addressed to Wells Fargo Bank, National Association, Collateralized Debt Obligations, Attn.: Lynette Thompson, Northwest Freeway, 5th Floor, Houston, Texas 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 Schedule I Addressees Holders of Notes: CUSIP* (Rule 144A) ISIN* (Reg S) CUSIP* (IAI) Class A Notes 59801QAA7 USG6108HAA17 N/A Class B Notes 59801QAC3 USG6108HAB99 N/A Class C Notes 59801QAE9 USG6108HAC72 N/A Class D Notes 59801QAG4 USG6108HAD55 N/A Class E Notes 59801PAA9 USG6107TAA63 N/A Class F Notes 59801PAE1 USG6107TAC20 N/A Income Notes 59801PAC5 USG6107TAB PAD3 Issuer: Midocean Credit CLO IV c/o MaplesFS Limited PO Box 1093 Boundary Hall, Cricket Square Grand Cayman KY Cayman Islands Attention: Directors Co-Issuer: Midocean Credit CLO IV LLC c/o Maples Fiduciary Services (Delaware) Inc Kennett Pike, Suite 302 Wilmington, Delaware Attention: Edward Truitt Portfolio Manager: MidOcean Credit Fund Management LP 320 Park Avenue, 16th Floor New York, New York Attention: Michael Apfel, Damion Brown, Jim Wiant 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 Agency: Standard & Poors: Collateral Administrator/Information Agent Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland Irish Stock Exchange c/o Maples and Calder 75 St. Stephen's Green Dublin 2, Ireland 5 of 5