Notice to Holders of CIFC Funding 2014-II Investor, Ltd., Class CUSIP AA1/G2202HAA5/125475AB9

Transcription

1 Global Corporate Trust Services 190 South LaSalle Street Chicago, Illinois Notice to Holders of CIFC Funding 2014-II Investor, Ltd., Class CUSIP 1 Income Notes AA1/G2202HAA5/125475AB9 and notice to the parties listed on Schedule A attached hereto. NOTICE OF OPTIONAL REDEMPTION BY LIQUIDATION PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to (i) that certain Indenture, dated as of May 2, 2014 (as amended by the First Supplemental Indenture dated as of February 24, 2017 and as may be further amended, modified or supplemented from time to time, the Indenture ), among CIFC Funding 2014-II, Ltd. (the Issuer ), CIFC Funding 2014-II, LLC (the Co-Issuer ) and U.S. Bank National Association, as trustee (in such capacity, the Trustee ), and (ii) that certain Income Note Paying Agency Agreement, dated as of May 2, 2014 (as amended, modified or supplemented from time to time, the Income Note Paying Agency Agreement ), among CIFC Funding 2014-II Investor, Ltd., as income note issuer, and U.S. Bank National Association, as income note paying agent (the Income Note Paying Agent ) and as income note registrar. Capitalized terms used but not defined herein which are defined in the Income Note Paying Agency Agreement shall have the meaning given thereto in the Income Note Paying Agency Agreement. On May 3, 2018, the Income Note Paying Agent received a notice (the Notice ) from the Trustee regarding an Optional Redemption by Liquidation as described in further detail in the Notice. The Income Note Paying Agent hereby provides a copy of the Notice to Holders, which is attached hereto as Exhibit A. The proposed Redemption Date is May 24, For the avoidance of doubt, the Income Notes are not being redeemed on the Redemption Date. Recipients of this notice are cautioned that this notice is not evidence that the Income Note Paying Agent will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Income Note Paying Agent may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Income Note Paying Agent as their sole source of information. 1 The CUSIP numbers appearing herein are included solely for the convenience of the Holders. The Income Note Paying Agent is not responsible for the selection or use of CUSIP numbers, or for the accuracy or correctness of CUSIP numbers printed on any Notes or as indicated in this notice.

2 The Income Note Paying Agent does not express any view on the merits of, and does not make any recommendation (either for or against) with respect to, the proposed Optional Redemption by Liquidation and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder s particular circumstances. The Income Note Paying Agent expressly reserves all rights under the Income Note Paying Agency Agreement, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Income Note Paying Agent in performing its duties, indemnities owing or to become owing to the Income Note Paying Agent, compensation for Income Note Paying Agent time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Income Note Paying Agency Agreement and its right, prior to exercising any rights or powers vested in it by the Income Note Paying Agency Agreement, as applicable, at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise. Holders with questions regarding this notice should direct their inquiries, in writing, to: Malia Baynes, U.S. Bank National Association, Global Corporate Trust Services, 190 South LaSalle Street, Chicago, Illinois 60603, telephone (312) , or via at malia.baynes@usbank.com. U.S. BANK NATIONAL ASSOCIATION, May 3, 2018 as Income Note Paying Agent 2

3 CIFC Funding 2014-II Investor, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY Cayman Islands SCHEDULE A

4 EXHIBIT A [Notice]

5 Global Corporate Trust Services 190 South LaSalle Street Chicago, Illinois Notice to Holders of Notes issued by CIFC FUNDING 2014-II, LTD., and, as applicable, CIFC FUNDING 2014-II, LLC CUSIP ISIN CUSIP ISIN CUSIP ISIN Reg S 1 Reg S * Rule 144A * Rule 144A * Certificated Certificated Class A-1R-L Notes G2203CAF4 USG2203CAF CAF4 US12548CAF41 N/A N/A Class A-2R-L Notes G2203CAG2 USG2203CAG CAH0 US12548CAH07 N/A N/A Class A-2R-F Notes G2203CAH0 USG2203CAH CAK3 US12548CAK36 N/A N/A Class A-3R-L Notes G2203CAJ6 USG2203CAJ CAM9 US12548CAM91 N/A N/A Class B-1L Notes G2203CAE7 USG2203CAE CAE7 US12548CAE75 N/A N/A Class B-2L Notes G22021AA0 USG22021AA DAA3 US12548DAA DAC9 US12548DAC92 Subordinated Notes N/A N/A 12548DAD7 US12548DAD DAD7 US12548DAD75 and notice on the parties listed on Schedule A attached hereto. NOTICE OF OPTIONAL REDEMPTION BY LIQUIDATION PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to that certain Indenture, dated as of May 2, 2014 (as amended by the First Supplemental Indenture dated as of February 24, 2017 and as may be further amended, modified or supplemented from time to time, the Indenture ), among CIFC Funding 2014-II, Ltd., as issuer (the Issuer ), CIFC Funding 2014-II, LLC, as co-issuer (together with the Issuer, the Co-Issuers ), and U.S. Bank National Association, as trustee (in such capacity, the Trustee ). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. The Trustee hereby provides notice that the Trustee received an Issuer Order from the Issuer, pursuant to direction from the Required Directing Persons, regarding an Optional Redemption by Liquidation of the Secured Notes in whole from the Sale Proceeds and funds credited to the Accounts. At the direction of the Issuer, the Trustee * The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice.

6 hereby provides notice pursuant to Section 9.3(a) of the Indenture of an Optional Redemption by Liquidation of the Secured Notes as follows: (i) (ii) The Redemption Date will be May 24, 2018 (the Redemption Date ). The Redemption Prices of the Notes to be redeemed are as follows: Notes Redemption Prices Class A-1R-L Notes $507,828, Class A-2R-L Notes $73,818, Class A-2R-F Notes $10,085, Class A-3R-L Notes $69,497, Class B-1L Notes $40,526, Class B-2L Notes $42,257, (iii) (iv) On the Redemption Date, each of the Secured Notes will be redeemed in full and interest on such Secured Notes shall cease to accrue on the Redemption Date. Notes to be redeemed are to be surrendered for payment of the Redemption Price at the following address (or, so long as Notes are listed on the Irish Stock Exchange, to the Irish Listing Agent): If By Mail: (Registered Bonds) U.S. Bank National Association P.O. Box St. Paul, MN Attention: Corporate Trust Services - CIFC Funding 2014-II, Ltd. If By Hand & Overnight Mail U.S. Bank National Association 111 Fillmore Avenue East St. Paul, MN Attention: Bondholder Services EP-MN-WS2N CIFC - Funding 2014-II, Ltd. For the avoidance of doubt, the Subordinated Notes are not being redeemed on the Redemption Date. Please note that this notice of redemption may be withdrawn by the Issuer (including at the direction of the Collateral Manager or a Majority of the Subordinated Notes) in accordance with Section 9.3(b) of the Indenture. In addition, please note that the completion of the Optional Redemption by Liquidation is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions 2

7 set forth in Article 9 of the Indenture. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against), representations or assurances with respect to the Optional Redemption by Liquidation and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder s particular circumstances. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder 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. The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise. Holders with questions regarding this notice should direct their inquiries, in writing, to: Meghan McCollough, U.S. Bank National Association, Global Corporate Trust Services, 190 S. LaSalle St., Chicago, IL 60603, telephone (312) , or via at meghan.mccollough@usbank.com. U.S. BANK NATIONAL ASSOCIATION, May 3, 2018 as Trustee 3

8 SCHEDULE I Additional Parties Co-Issuers: CIFC Funding 2014-II, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Attention: The Directors Facsimile: +1 (345) cayman@maplesfs.com CIFC Funding 2014-II, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Manager Facsimile: (302) dpuglisi@puglisiassoc.com Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center New York, New York Attention: CBO/CLO Monitoring cdomonitoring@moodys.com S&P Global Ratings 55 Water Street, 41st Floor New York, New York cdo_surveillance@spglobal.com Irish Listing Agent: Irish Stock Exchange c/o Maples and Calder 75 St. Stephens Green Dublin 2 Ireland Irish Stock Exchange 28 Anglesea Street Dublin 2 Ireland announcements@ise.ie ISE Service Portal: Collateral Manager: CIFC Asset Management LLC 250 Park Avenue, 4 th Floor New York, New York Attention: General Counsel s Office Head of Portfolio Operations Facsimile: (212) PortfolioControl@cifc.com