RNS Number : 0788L
Grosvenor Place CLO 2015-1 B.V.
16 April 2018
NOTICE FROM ISSUER TO NOTEHOLDERS REGARDING THE PASSING OF EXTRAORDINARY RESOLUTIONS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED
GROSVENOR PLACE CLO 2015-1 B.V.
€202,750,000 Class A-1A Senior Secured Floating Rate Notes due 2029
€5,000,000 Class A-1B Senior Secured Fixed Rate Notes due 2029
€31,750,000 Class A-2A Senior Secured Floating Rate Notes due 2029
€12,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2029
€20,000,000 Class B Senior Secured Deferrable Floating Rate Notes due 2029
€1,350,000 Class M Notes due 2029
We refer to:
(a) the trust deed dated 30 April 2015 as supplemented on 28 April 2017 and made between, amongst others, ourselves, U.S. Bank Trustees Limited as the Trustee, Elavon Financial Services DAC as Principal Paying Agent, Custodian, Account Bank, Information Agent, Collateral Administrator and Calculation Agent, U.K. Bank National Association as U.S Paying Agent, Registrar, Transfer Agent and Exchange Agent and CQS Investment Management Limited as Collateral Manager, as amended, restated and/or supplemented from time to time (the "Trust Deed").
(b) the notice sent by the Issuer to Noteholders dated 28 March 2018 (the "Notice").
Capitalised terms used and not otherwise defined in this notice shall have the meanings given thereto in the Trust Deed (including the Conditions set out therein).
The Issuer hereby notifies each Noteholder (in accordance with paragraph 10 (Effect and Publication of a Resolution) of Schedule 5 (Provisions for Meetings of the Noteholders of each Class) of the Trust Deed that the Class M Noteholders and the Subordinated Noteholders passed an Extraordinary Resolution on 13 April 2018 approving the terms of the proposed Refinancing of all of the Rated Notes pursuant to paragraph (A) of Condition 7(b)(i) (Optional Redemption in Whole - Class M Noteholders and Subordinated Noteholders) (the "Proposed Amendments") to be effected on or about 30 April 2018 (the "Proposed Refinancing"), which are as follows:
(1) the Maturity Date will be the date falling on the Payment Date in 30 April 2030 ;
(2) the Principal Amount Outstanding on the Issue Date, Applicable Margin (or Class A-1B Fixed Rate or Class A-2B Fixed Rate, as applicable) and issue price in respect of each Class of Refinancing Notes will be as set out below:
(3) the Non-Call Period will mean the period from and including the Issue Date up to, but excluding, 30 April 2019;
(4) the Reinvestment Period will mean the period from and including the Issue Date up to and including the earliest of: (i) the end of the Due Period preceding the Payment Date falling in 30 April 2020; (ii) the date of the acceleration of the Notes pursuant to Condition 10(b) (Acceleration) (provided that any related Acceleration Notice has not been rescinded or annulled in accordance with Condition 10(c) (Curing of Default)); and (iii) the date on which the Collateral Manager reasonably believes and notifies the Issuer, the Collateral Administrator, the Rating Agencies and the Trustee that it can no longer reinvest in additional Collateral Obligations in accordance with the Reinvestment Criteria; and
(5) the Weighted Average Life Test will be satisfied on any Measurement Date if the Weighted Average Life as of such date is less than or equal to (i) the number of years from the Issue Date to 30 April 2025 (rounded down to the nearest one hundredth thereof) less (ii) the number of full quarters expressed in years elapsed from the Issue Date to the date of determination (for the avoidance of doubt quarter shall mean 0.25 of a year);
(6) the Reinvestment Overcollateralisation Test, which will apply as of any Measurement Date during the Reinvestment Period only, will be satisfied on such Measurement Date if the Class E Par Value Ratio is at least equal to 104.9 per cent.;
(7) each of the Par Value Tests and Interest Coverage Tests shall be satisfied on each Measurement Date if the corresponding Par Value Ratio or Interest Coverage Ratio (as the case may be) is at least equal to the percentage specified in the table below in relation to that Coverage Test:
(8) at the election of the Collateral Manager, the Issuer will procure that any Trading Gains realised in respect of any Collateral Obligation are deposited into the Interest Account provided that, in each case after taking into account payment of such Trading Gains to the Interest Account; (a) the Aggregate Principal Balance (for which purposes, the Principal Balance of each Defaulted Obligation shall be the lesser of its Moody's Collateral Value and its Fitch Collateral Value) is greater than or equal to €352,000,000; and (b) the Moody's Maximum Weighted Average Rating Factor Test is satisfied at such time.
The Class M Noteholders and the Subordinated Noteholders further resolved that:
(9) any consequential amendments to any of the Transaction Documents (including the Conditions) to effect the terms of the Proposed Refinancing (A) as set out in the Preliminary Offering Circular and supplemented as described in sub-paragraph (i) above, and (B) subject to such further amendments that the Trustee may see fit to approve in its sole discretion;
(10) any amendments to the Transaction Documents (i) as are necessary or desirable in order for the Issuer, the Collateral Manager, the Trustee or the Agents, their respective affiliates and any directors, officers, or employees of any of the foregoing (each, a "Relevant Party") (together, the "Relevant Parties") to comply with applicable law or regulation (including, without limitation, the Dodd-Frank Act, FATCA, MiFID II and AML Requirements (as such terms are defined in the Preliminary Offering Circular)), (ii) to update references to legislation or regulation that has been superseded, replaced, supplemented or amended, (iii) to conform certain provisions in the Transaction Documents to the equivalent provisions in the equivalent transaction documents entered into by Grosvenor Place CLO 2015-1 B.V. in respect of notes issued by it and (iv) as may be required by the Rating Agencies;
(11) that for the purpose of Condition 7(b)(iv) (Optional Redemption effected in whole or in part through Refinancing), Goldman Sachs International be and is approved as the initial purchaser of the Refinancing Notes in its capacity as placement agent;
(12) that the Trustee is authorised, empowered, requested and directed to waive the application of paragraph (5) of Condition 7(b)(iv)(B) (Refinancing in relation to a Redemption in Whole) which requires that all Refinancing Proceeds and all Sale Proceeds, if any, from the sale of Collateral Obligations and Eligible Investments are received by (or on behalf of) the Issuer prior to the applicable Redemption Date;
(13) that each of the Issuer and the Trustee is authorised, empowered, requested and directed to execute any documentation it sees fit to effect the Proposed Refinancing and Proposed Amendments (including, for the avoidance of doubt, any waivers granted by the Trustee to the Issuer in respect thereof and to the Collateral Manager in connection with its obligation to confirm the satisfaction of the conditions to the Refinancing where such conditions are waived by the Trustee) and to do all such deeds, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to such Extraordinary Resolution; and
The Issuer hereby notifies each Noteholder (in accordance with Condition 14(c) (Modification and Waiver)) that the Trustee has agreed to the following waivers in connection with the Proposed Refinancing in addition to that set out in paragraph (12) above pursuant to Clause 26.1 (Waiver, Authorisation and Determination) of the Trust Deed and in reliance on the direction of the Class M Noteholders and the Subordinated Noteholders referred to in paragraph (13) above:
(a) the notice requirements set out in Clauses 11.11 (Notice of Redemption), 11.15 (Approval of Notices) and 26.1 (Waiver, Authorisation and Determination) of the Trust Deed in connection with various notices required to be given by the Issuer to the Trustee; and
(b) the requirement set out in Clause 14.4 (Optional Redemption) of the Collateral Management and Administration Agreement on the Collateral Administrator to give notice of various calculations in connection with the Proposed Refinancing to various Transaction Parties;
(c) the requirement of Condition 7(b)(iv)(B) (Refinancing in relation to a Redemption in Whole) for the Collateral Manager to provide a confirmation to the Issuer and the Trustee that the condition to Refinancing set out in paragraph (5) therein has been satisfied.
Notice is further given that following the pricing on 13 April 2018, the margins applicable to each Class of Notes, the Class A-1B Fixed Rate and the Class A-2B Fixed Rate did not exceed those approved by the Class M Noteholders and the Subordinated Noteholders and the Issue Price for each Class of the Rated Notes was no lower than that approved by the Class M Noteholders and the Subordinated Noteholders.
The Issuer further notifies each Noteholder (in accordance with paragraph 10 (Effect and Publication of a Resolution) of Schedule 5 (Provisions for Meetings of the Noteholders of each Class) of the Trust Deed that, pursuant to an Extraordinary Resolution of the Class M Noteholders (by way of Written Resolution) on 13 April 2018, the Class M Note Payment Amount will be reduced from an amount equal to 0.1188 per cent. per annum of the Collateral Principal Amount as at the first day of the Due Period (or, if such day is not a Business Day, the next day which is a Business Day) immediately preceding a Payment Date to an amount equal to 0.06 per cent. per annum of the Collateral Principal Amount as at the first day of the Due Period (or, if such day is not a Business Day, the next day which is a Business Day) immediately preceding a Payment Date.
This notice and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law.
GROSVENOR PLACE CLO 2015-1 B.V.
16 April 2018
Grosvenor Place CLO 2015-1 B.V.
Address: Herikerbergweg 238
1101 CM Amsterdam
Attention: The Managing Directors
Telephone: +31 (0)20 575 5600
Fax: +31 (0)20 673 0016
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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