Trust Company, National Association VENTURE VI CDO LIMITED VENTURE VI CDO CORP. NOTICE OF OPTIONAL REDEMPTION OF NOTES AND PREFERENCE SHARES NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER. January 20, 2017 To: The Holders of the Notes and Preference Shares (collectively, the Securities ) described as follows: CUSIP * Rule 144A CUSIP* Reg S ISIN* Reg S Accredited Investors* Class A-1 Notes 92328FAA6 G9338FAA1 USG9338FAA15 N/A Class A-1-S Notes 9238FAJ7 G9338FAE3 USG9338FAE37 N/A Class A-1-J Notes 92328FAL2 G9337JAC0 USG9337JAC02 N/A Class A-2 Notes 92328FAB4 G9338FAB9 USG9338FAB97 N/A Class B Notes 92328FAC2 G9338FAC7 USG9338FAC70 N/A Class C Notes 92328FAD0 G9338FAD5 USG9338FAD53 N/A Preference Shares 92327P206 G93381104 N/A 92327P305 To: Those Additional Addressees listed on Schedule I hereto Reference is made to that certain (i) Indenture, dated as of August 3, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, the Indenture ), among Venture VI CDO Limited, as Issuer (the Issuer ), Venture VI CDO Corp., as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ), and Trust Company, National Association ( BNYM ) (as successor in trust to JPMorgan Chase Bank, National Association), as Trustee (the Trustee ) and (ii) Preference Shares Paying Agency Agreement dated as of August 3, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, the Preference Shares Paying Agency Agreement ) between the Issuer and BNYM, as Preference Shares Paying Agent (the Preference Shares Paying Agent ). Capitalized terms used herein but not defined herein have the meanings * No representation is made as to the correctness of the CUSIP numbers either as printed on the Securities or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
assigned thereto in the Indenture or the Preference Shares Paying Agency Agreement, as applicable. Pursuant to Section 9.2 of the Indenture, a Majority of the Preference Shares has directed the Issuer to redeem the Notes (the Optional Redemption of the Notes ). Pursuant to Section 3 of the Preference Shares Paying Agency Agreement, at least 66 2/3 % of the Preference Shares Outstanding have directed the Issuer to redeem the Preference Shares (the Optional Redemption of the Preference Shares and collectively with the Optional Redemption of the Notes, the Optional Redemption ). In accordance with Section 9.3 of the Indenture and Section 3 of the Preference Shares Paying Agency Agreement, at the request of the Issuer, the Trustee and the Preference Shares Paying Agent hereby provide notice of the following information relating to the Optional Redemption: The Redemption Date for the Notes and the Preference Shares shall be February 3, 2017. The Redemption Price of the Notes and the Preference Shares to be redeemed on the Redemption Date is as follows: a. Class A-1 Notes, $125,261,067.46; which is an amount equal to 100% of b. Class A-1-S Notes, $23,610,938.83; which is an amount equal to 100% of c. Class A-1-J Notes, $5,617,329.90; which is an amount equal to 100% of d. Class A-2 Notes, $17,053,477.50; which is an amount equal to 100% of e. Class B Notes, $21,081,623.78; which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon (including interest on Deferred Interest with respect to such Notes) to the Redemption Date; f. Class C Notes, $19,114,636.75; which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon (including interest on Deferred Interest with respect to such Notes) to the Redemption Date; and 2
g. Any Preference Share, its proportional share (based on the number of Preference Shares Outstanding) of the amount of the proceeds of the Assets (including proceeds created when the lien of the Indenture is released) remaining after giving effect to the redemption of the Notes and payment in full of (and/or creation of a reserve for) all expenses of the Co- Issuers. All of the Notes are being redeemed in full and interest on the Notes shall cease to accrue on the Redemption Date. Distribution of the Redemption Price by way of redemption of the Preference Shares is also subject to compliance with Section 2(c) of the Preference Shares Paying Agency Agreement, which requires the Issuer to make a determination that it is solvent under Cayman Islands law on the Redemption Date, in accordance with the terms set forth therein, and, if the Issuer determines that such condition is not satisfied with respect to any portion of such Redemption Price, to instruct the Preference Shares Paying Agent no later than one (1) Business Day prior to such Redemption Date that such portion should not be distributed. The Portfolio Manager has advised the Trustee and the Preference Shares Paying Agent that certain items of Collateral Obligations may not be sold and settled prior to the Redemption Date. In light of the foregoing, additional amounts may become available for distribution to the Holders of Preference Shares after the Redemption Date and the distribution of such amounts (if any) may be made on dates other than Payment Dates. Accordingly, the Preference Shares should not be surrendered at this time. The Trustee and the Preference Shares Paying Agent will send written notice to the Holders of Preference Shares regarding surrender of the Preference Shares at a later date. Notwithstanding anything herein to the contrary, the completion of the Optional Redemption described herein is subject to the satisfaction of any additional conditions set forth in the Indenture and the Preference Shares Paying Agency Agreement, as applicable. Payment of the Redemption Price on the Redemption Date will only be made upon presentation and surrender of the Notes to the Trustee at the places set forth below on or prior to the Redemption Date. By First Class Registered/Certified mail: By Express Delivery Only: By Hand Only: Trust Company, National Association Global Corporate Trust P.O. Box 2320 Dallas, Texas 75221-2320 Trust Company, National Association Global Corporate Trust 2001 Bryan Street, 9 th Floor Dallas, TX 75201 The method of delivery is at the option and risk of the Holder. On the Redemption Date, the Redemption Price will become due and payable. 3 101 Barclay Street New York, New York, 10286 1 st Floor East Corporate Trust Window
Under current United States federal income tax law, a trustee making payment of interest or principal on securities may be obligated to apply backup withholding to payments of the interest or principal payable to a holder who (i) has failed to furnish the trustee with a valid taxpayer identification number and certifications that the holder is not subject to backup withholding under the Internal Revenue Code of 1986, as amended (the Code ) and that the holder is a United States person (including a U.S. resident alien) as defined by the Code or (ii) has failed to provide appropriate certification to establish that the holder is not a United States person. Holders of Notes and Preference Shares who are United States persons and wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting the Notes for payment. Holders of Notes and Preference Shares who are non-united States persons should submit an appropriate IRS Form W-8. Please contact Navid Rastegar at Trust Company, National Association at (713) 483-6762 or navid.rastegar@bnymellon.com with questions. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Preference Shares Paying Agent 4
Schedule I Additional Addressees Issuer Venture VI CDO Limited c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: The Directors Facsimile: + (345) 945-7100 with a copy to +1 (345) 949-8080 Email: cayman@maplesfs.com Co-Issuer Venture VI CDO Corp. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: The Directors Facsimile: (302) 738-7210 Email: dpuglisi@puglisiassoc.com Rating Agencies Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: CBO/CLO Monitoring E-mail: cdomonitoring@moodys.com Facsimile: (212) 553-0355 S&P Global Ratings, an S&P Global Business 55 Water Street, 41st Floor New York, New York 10041 Facsimile: (212) 438-2664 Attention: CBO/CLO Surveillance Email: cdo_surveillance@spglobal.com Portfolio Manager MJX Asset Management LLC 12 E 49th Street, 29th Fl New York, NY 10017 Facsimile: (212) 705-5390 Irish Stock Exchange The Irish Stock Exchange plc Company Announcement Office 28 Anglesea Street Dublin 2, Ireland Electronic copy to be uploaded to website provided by ISE DTC, Euroclear and Clearstream (if applicable) lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com