Company name Flatiron CLO 2015
Headline Notice of Partial Redemption by Refinancing


RNS Number : 8308N
Flatiron CLO 2015-1 Ltd
11 August 2017
 



 

 

 

                     

The Bank of New York Mellon Trust Company, National Association

 

FLATIRON CLO 2015-1 LTD. FLATIRON CLO 2015-1 LLC

 

NOTICE OF PARTIAL REDEMPTION BY REFINANCING

 

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.


 

August 10, 2017

 

To:       The Holders of the Notes described as follows:


 

 

Notes

*

CUSIP

Rule 144A

*

ISIN

Rule 144A

*

CUSIP

Reg S

*

ISIN

Reg S

*

Common Code

Reg S

Class A Notes

33883E AC6

US33883EAC66

G3554J AB1

USG3554JAB10

120305085

Class B Notes

33883E AE2

US33883EAE23

G3554J AC9

USG3554JAC92

120305140

Class C Notes

33883E AG7

US33883EAG70

G3554J AD7

USG3554JAD75

120305182

Class D Notes

33883E AJ1

US33883EAJ10

G3554J AE5

USG3554JAE58

120305239

Class E Notes

33883F AA7

US33883FAA75

G3554Y AA0

USG3554YAA04

120305280

Class F Notes

33883F AC3

US33883FAC32

G3554Y AB8

USG3554YAB86

120305328

Subordinated Notes

 

33883F AE9

 

 

G3554Y AC6

 

USG3554YAC69

 

120305379

Reinvesting Holder Notes

 

33883F AG4

 

US33883FAG46

 

N/A

 

N/A

 

N/A

 

To:       Those Additional Addressees Listed on Schedule I hereto

 

Reference is hereby made to that certain Indenture dated as of March 25, 2015 (the "Indenture") among Flatiron CLO 2015-1 Ltd., as Issuer (the "Issuer"), Flatiron CLO 2015-1 LLC, as Co-Issuer (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") and The Bank of New York Mellon Trust Company, National Association, as Trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.

 

Pursuant to Section 9.2(a)(ii) of the Indenture, a Majority of the Subordinated Notes, with the approval of the Collateral Manager, directed the Co-Issuers to redeem the Class A Notes, the Class B Notes and the Class C Notes (the "Refinanced Notes") in whole from Refinancing

 

 

*

No representation is made as to the correctness of the CUSIP or ISIN numbers either as printed on the Notes or as

contained in this notice.  Such numbers are included solely for the convenience of the Holders.

 

 

HOU:0023495/01325:1912081v3


Proceeds. The Issuer has provided notice to the Trustee of the Redemption Date, the Record Date, the principal amount of the Refinanced Notes to be redeemed and the applicable Redemption Prices.

 

In accordance with Section 9.4 of the Indenture, the Trustee hereby provides notice of the following information relating to the Partial Redemption by Refinancing:

 

The Redemption Date for the Refinanced Notes shall be August 31, 2017.

 

The Record Date shall be (i) in the case of the Global Notes, August 30, 2017 and (ii) in the case of the Certificated Notes, August 16, 2017.

 

The principal amount of the Refinanced Notes to be refinanced is U.S.$322,000,000.00. The Redemption Price for each Refinanced Note shall be:

for the Class A Notes - U.S. $255,861,775.69 (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. $47,202,899.59 (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); and

 

for the Class C Notes - U.S. $20,112,590.25 (an amount equal to 100% of the Aggregate Outstanding Amount of the Class C Notes plus accrued and unpaid interest thereon (including the interest on any accrued and unpaid Deferred Interest) to the Redemption Date).

 

On the Redemption Date, all of the Refinanced Notes are to be paid in full, and interest on the Refinanced Notes shall cease to accrue on the Redemption Date. The Class D Notes, the Class E Notes, the Class F Notes and the Subordinated Notes will not be redeemed.

 

Notwithstanding anything herein to the contrary, the completion of the Refinancing described herein is subject to the satisfaction of any additional conditions to the Refinancing set forth in the Indenture. With respect to any Refinanced Notes in the form of a Certificated Note, payment on such Refinanced Notes will be made only upon presentation and surrender of such Refinanced Note to the Trustee by one of the following methods:


 

By First Class Registered/Certified mail:

 

The Bank of New York Mellon Trust Company, National Association Global Corporate Trust

P.O. Box 2320

Dallas, Texas 75221-2320

By Express Delivery Only:

 

 

The Bank of New York Mellon Trust Company, National Association

Global Corporate Trust 2001 Bryan Street, 9th Floor Dallas, Texas 75201

By Hand Only:

 

 

The Bank of New York Mellon 101 Barclay Street

New York, New York, 10286 1st Floor East

Corporate Trust Window

 

 

Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, paying agents are required to withhold 28% of gross payments to Holders who are United States persons for U.S. tax purposes and fail to provide a valid taxpayer identification number, or who are not United States persons and fail to provide an appropriate IRS Form W-8, on or before the date upon which Notes are presented for payment. Holders who are United States persons are additionally subject to a penalty of $50 for failure to provide a taxpayer identification number. To avoid this 28% withholding, when presenting Notes for payment, please submit a form W-9 if you are a United States person, or an appropriate Form W-8 if you are not a United States person, or other appropriate IRS form.

 

Should you have any questions, please contact Keisha Gray at (713) 483-6223 or at Keisha.Gray@bnymellon.com.

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee


SCHEDULE I

Additional Addressees

 

 


Issuer:

Flatiron CLO 2015-1 Ltd. c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

George Town, Grand Cayman KY1-1102 Cayman Islands

Attn: Directors - Flatiron CLO 2015-1 Ltd. Fax: (345) 945-7100; (345) 949-8080

cayman@maplesfs.com

 

Co-Issuer:

Flatiron CLO 2015-1 LLC c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711 Attn: Donald J. Puglisi Fax: (302) 738-7210

dpuglisi@puglisiassoc.com

 

Irish Stock Exchange: 
c/o Maples and Calder 
75 St. Stephen's Green 
Dublin 2, Ireland

Fax: 353-1-619-2001

dublindebtlisting@maplesandcalder.com

 

 

 


Collateral Manager: 
NYL Investors LLC 
51 Madison Avenue

New York, New York 10010

Attn: Mark Campellone/John Hendricks 
Fax: (212) 252-8293

mark_campellone@nylim.com 
john_hendricks@nylim.com

 

Information Agent:

FlatironCLO2015-1@bnymellon.com

 

Rating Agencies:

(to notify that information has been posted to 
17g-5 Website)

Moody's Investor Service
cdomonitoring@moodys.com 
Fitch Ratings, Inc.
cdo.surveillance@fitchratings.com

 

DTC, Euroclear & Clearstream (if 
applicable)
:

lensnotices@dtcc.com 
voluntaryreorgannouncements@dtcc.com 
redemptionnotification@dtcc.com 
drit@euroclear.com 
ca_mandatory.events@clearstream.com

 

 

 

 




This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ISEPBMATMBMBBJR