ACIS CLO LTD. ACIS CLO LLC NOTICE TO HOLDERS
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1 ACIS CLO LTD. ACIS CLO LLC NOTICE TO HOLDERS 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 described as: June 7, 2018 Class Rule 144A Rule 144A CUSIP * Rule 144A ISIN* Common Code* Reg. S CUSIP* Reg. S ISIN* Reg. S. Common Code* Accredited Investor CUSIP* Accredited Investor ISIN* Class A-1A Notes 00100FAA3 US00100FAA G00734AA4 USG00734AA FAB1 US00100FAB13 Class A-1F Notes 00100FAC9 US00100FAC G00734AB2 USG00734AB FAD7 US00100FAD78 Class A-2A Notes 00100FAE5 US00100FAE G00734AC0 USG00734AC FAF2 US00100FAF27 Class A-2B Notes 00100FAG0 US00100FAG G00734AD8 USG00734AD FAH8 US00100FAH82 Class A-X Notes 00100FAJ4 US00100FAJ G00734AE6 USG00734AE FAK1 US00100FAK12 Class B Notes 00100FAL9 US00100FAL G00734AF3 USG00734AF FAM7 US00100FAM77 Class C Notes 00100FAN5 US00100FAN G00734AG1 USG00734AG FAP0 US00100FAP09 Class D Notes 00100FAQ8 US00100FAQ G00734AH9 USG00734AH FAR6 US00100FAR64 Class E Notes 00100GAA1 US00100GAA G00733AA6 USG00733AA GAB9 US00100GAB95 Class F Notes 00100GAC7 US00100GAC G00733AB4 USG00733AB GAD5 US00100GAD51 Sub. Notes 00100GAE3 US00100GAE G00733AC2 USG00733AC GAF0 US00100GAF00 To: Those Additional Parties Listed on Schedule I hereto Reference is hereby made to that certain: (i) Indenture dated as of February 25, 2014 (as supplemented, amended or modified from time to time, the Indenture ), among ACIS CLO LTD., as issuer (the Issuer ), ACIS 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) Portfolio Management Agreement dated as of February 25, 2014 (as supplemented, amended or modified from time to time, the PMA ) between the Issuer and ACIS CAPITAL MANAGEMENT, L.P., as portfolio manager (the Portfolio Manager ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the 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 Holders.
2 At the request of the Chapter 11 trustee for the Portfolio Manager, the Trustee provides a copy of the letter attached hereto as Exhibit A. 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 NOTICE OF THE PORTFOLIO MANAGER OR OTHERWISE AND ASSUMES NO RESPONSIBILITY FOR THE CONTENTS, SUFFICIENCY OR VALIDITY OF THE DESCRIPTIONS OF THE PORTFOLIO MANAGER S NOTICE CONTAINED HEREIN OR THE DESCRIPTIONS CONTAINED IN THE PORTFOLIO MANAGER S NOTICE. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. U.S. BANK NATIONAL ASSOCIATION, as Trustee With a copy to: Acis Capital Management, L.P. c/o Robin Phelan, Chapter 11 Trustee 4214 Woodfin Drive Dallas, Texas robin@phelanlaw.org
3 EXHIBIT A NOTICE
4 Robin Phelan Phelan Law 4214 Woodfin Drive Dallas, Texas June 7, 2018 Acis CLO Ltd. c/o Maples FS Limited P. O. Box 1093 Boundary Hall, Cricket Square Grand Cayman KY , Cayman Islands Acis CLO LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi Facsimile: Standard & Poor s 55 Water Street, 41st Floor New York, New York Facsimile: Attention: Asset Backed-CBO/CLO Surveillance CDO_ Surveillance@sandp.com U.S. Bank National Association 190 South LaSalle Street, 8th Floor Chicago, IL Attn: Corporate Trust Services - Acis CLO Ltd. Facsimile 1: Facsimile 2: Re: Acis CLO Ltd. and Acis CLO 2014~3 LLC Dear Sir or Madam: Reference is hereby made to (i) that certain Indenture, dated as of February 25, 2014 (as amended, modified or supplemented from time to time, the Indenture ), among Acis CLO Ltd. (the Issuer ), Acis CLO LLC (the Co-Issuer ) and U.S. Bank National Association (the Trustee ), and (ii) that certain Portfolio Management Agreement, dated as of February 25, 2014 (as amended, modified or supplemented from time to time, the PMA ), by and between the Issuer and Acis Capital Management, L.P. (the Portfolio Manager or Acis LP ). Reference is also made to the letter, dated May 8, 2018, to the addressees listed above from Diane G. Reed, Chapter 7 Trustee for the Portfolio Manager and Acis Capital Management
5 GP, LLC ("Acis GP") (the "May 8 Letter"). Capitalized tenns used but not defined herein shall have the meanings set forth in the Indenture or the PMA, as applicable. As previously described in the May 8 Letter, on April 13, 2018, the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division (the "Bankruptcy Court"), entered orders for relief commencing the Chapter 7 cases of Acis LP (case no ) and Acis GP (case no ). Subsequent to such orders, Diane G. Reed was appointed interim Chapter 7 trustee for the Acis LP and Acis GP bankruptcy estates, and the cases were ordered to be jointly administered under case no In accordance with Sections 14.3 and 14.4 ofthe Indenture and Sections 15 and 18 ofthe PMA, the undersigned hereby notifies the Issuer, the Co-Issuer, each Rating Agency, each Holder of Notes, and the Trustee that on May 11, 2018, the Bankruptcy Court entered the Order Granting Trustee's Expedited Motion to Convert Cases to Chapter 11, which had the effect of converting the jointly administered cases of Acis LP (case no ) and Acis GP (case no ) to Chapter 11 cases. On May 11, 2018, the Bankruptcy Court also entered the Order Granting the Emergency Motion for an Order Appointing a Trustee for the Chapter 11 Estates of Acis Capital Management, L.P. and Acis Capital Management GP, LLC Pursuant to Bankruptcy Code Section 1104(a). The undersigned was thereafter appointed Chapter 11 trustee for the Acis LP and Acis GP bankruptcy estates. Robin Phelan, C apter 11 Trustee For Acis Capital Management, L.P., and Acis Capital Management GP, LLC Debtors v /6/2018 2
6 SCHEDULE I Additional Addressees Issuer: Acis CLO Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman KY Cayman Islands Phone: +1 (345) Facsimile: +1 (345) Co-Issuer: Acis CLO LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi Facsimile: Rating Agencies: Standard & Poor s 55 Water Street, 41 st Floor New York, New York Facsimile: (212) Attention: Asset Backed-CBO/CLO Surveillance CDO_Surveillance@sandp.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: 17g5informationprovider@usbank.com SK v2
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