REG - Nob Hill CLO II, Ltd - Notice of Optional Redemption

RNS Number : 0162E

Nob Hill CLO II, Limited

24 May 2012

 

 

The Bank of New York Mellon Trust Company, National Association

 

nob hill clo ii, limited

nob hill clo ii, corp.

 

NOTICE OF optional REDEMPTION

 

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. 

May 23, 2012

To:       The Holders as of May 15, 2012 (the "Redemption Record Date") of the following:

Class Designation	CUSIP Reg S	CUSIP         144A*
Class A-1 Notes	G65456AA6	65488QAA4
Class A-2 Notes	G65456AB4	65488QAB2
Class B Notes	G65456AC2	65488QAC0
Class C Notes	G65456AD0	65488QAD8
Class D Notes	G65456AE8	65488QAE6
Class E Notes	G65454AA1	65488NAA1
Type I Combination Securities	G65454AC7	65488NAD5
Type II Combination Securities	G65454AD5	65488NAF0
Subordinated Securities	G65454AB9	65488NAB9

 

To:       Those Additional Parties Listed on Schedule I hereto

 

Re:       Notice of Optional Redemption

 

 

            Reference is made to that certain Indenture dated as of June 6, 2007 (as supplemented, amended or modified from time to time, the "Indenture"), among NOB HILL CLO II, LIMITED, as Issuer (the "Issuer"), NOB HILL CLO II, CORP., as Co-Issuer (the "Co-Issuer", together with the Issuer, the "Issuers") and The Bank of New York Mellon TRUST COMPANY, NATIONAL ASSOCIATION (f/k/a The Bank of New York Trust Company, National Association), as trustee (the "Trustee").  Capitalized terms used herein and not defined herein have the respective meanings given to them in the Indenture. 

 

            Pursuant to Section 9.1(a)(ii) of the Indenture, a Majority of the Subordinated Securities, as the Redemption Control Class, has directed the Issuer in writing to redeem the Securities in whole.

           

            The Subordinated Securities are being redeemed simultaneously on the Redemption Date with all other Classes of Securities; however, as described herein, the Subordinated Securities may receive an additional distribution or distributions after the redemption in full of the Secured Notes.

 

             In accordance with Section 9.4 of the Indenture, the Trustee hereby provides notice of the following information relating to the optional redemption: 

 

            The Redemption Date shall be June 12, 2012.

            The Redemption Record Date is May 15, 2012.

            The Secured Note Redemption Price, with respect to (i) the Secured Notes (other than the Class X Notes), is an amount equal to the Aggregate Outstanding Amount thereof on a Redemption Date (plus, with respect to the Class A-1 Notes, any applicable Redemption Premium) and (ii) the Class X Notes, zero.

 

            With respect to the Offered Secured Notes, the accrued and unpaid interest for each Class of Offered Secured Notes is:

Offered Secured Notes	Accrued & Unpaid Interest
Class A-1 Notes:	$ 406,596.36
Class A-2 Notes:	$ 56,990.90
Class B Notes:	$ 45,835.14
Class C Notes:	$ 65,646.08
Class D Notes:	$ 106,751.95
Class E Notes:	$173,125.30

 

 

           

 

 

            With respect to the Class X Notes, the unpaid Class X Payment Amount is $85,909.14.

            All of the Secured Notes are being paid in full on the Redemption Date and interest on all of the Secured Notes shall cease to accrue on the Redemption Date.

            The Collateral Manager has advised the Trustee that a portion of the sale proceeds from the sale of the Collateral that has been or will be traded will not be received on or prior to the June 12, 2012 Redemption Date.

 

            In light of the foregoing, the Subordinated Securities are expected to continue to be entitled to their shares of residual payments, subject to the Priority of Payments, after the Redemption Date.  Accordingly, it is expected that June 12, 2012 will not be the final date for distributions on the Subordinated Securities. Subordinated Securities should not be surrendered prior to the June 12, 2012 Redemption Date.  The Trustee reserves the right to send further written notices to the Subordinated Securities relating to procedures to be followed, including, if applicable, a notice requiring surrender to receive distributions on one or more subsequent distribution dates after the Redemption Date.

            Notwithstanding anything herein to the contrary, the completion of the redemption described herein is subject to the satisfaction of any additional conditions to the redemption set forth in the Indenture.  Payment of the redemption price on the Secured Notes will be made only upon presentation and surrender of the Secured Notes 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, TX 75201

By Hand Only:     The Bank of New York Mellon 101 Barclay Street New York, New York, 10286 1st Floor East Corporate Trust Window

 

            The Issuers shall have the option to withdraw this Notice of Optional Redemption on or prior to the sixth Business Day prior to the proposed Redemption Date by written notice to the Trustee, the Holders of the Subordinated Securities or the Controlling Class, as applicable, requesting or consenting to such optional redemption and the Collateral Manager, if (i) the Collateral Manager shall be unable to deliver the sale agreement or agreements or certificates, as the case may be, in the form required under Section 9.1(c) of the Indenture or (ii) the Redemption Control Class directs such notice be withdrawn; provided, however, that the Redemption Control Class may not direct such notice be withdrawn if the conditions set forth in Section 9.1(c) of the Indenture have been satisfied.

Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, paying agents are required to withhold 28% of gross payments to Holders who fail to provide a valid taxpayer identification number on or before the date upon which Secured Notes are presented for payment.  Holders are additionally subject to a penalty of $50 for failure to provide such number.  Please provide a taxpayer identification number when presenting Secured Notes for payment.  To avoid this 28% withholding, please submit, with your Secured Notes, a form W‑9 or other appropriate IRS form.         

Should you have any questions, please contact Sarah Prucha at (713) 483-6106 or at  sarah.prucha@bnymellon.com.

 

The Bank of New York mellon trust company, national association, as Trustee

SCHEDULE I

Additional Parties

 

Issuer:

Nob Hill CLO II, Limited

c/o MaplesFS Limited

P. O. Box 1093

Boundary Hall

Grand Cayman KY1-1102

Cayman Islands

Attn:  The  Directors

Fax:  (345) 945-7100

 

Co-Issuer:

Nob Hill CLO II, Corp.

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Fax: (302) 738-7210

 

Collateral Manager:

Newfleet Asset Management LLC

909 Montgomery Street, Suite 500

San Francisco, CA, 94133

Fax: (415) 391-0642

Attn: Fixed Income Group - Nob Hill CLO II, Limited

 

Rating Agencies:

Moody's Investors Service

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attn: CBO/CLO Monitoring

Fax: (212) 553-0355

E-mail: cdomonitoring@moodys.com

 

Standard and Poor's Ratings Services,

a Standard & Poor's Financial Services LLC business

55 Water Street

New York, New York 10041

Fax:  (212) 438-2664

E-mail: cdo_surveillance@standardandpoors.com

 

Irish Listing Agent:

Arthur Cox Listing Services Limited

Earls Fort Center, Earls Fort Terrace

Dublin 2, Ireland

Fax: +353 1 618 0618

Attn: Helen Berrill,

Email: helen.berrill@arthurcox.com

 

Irish Stock Exchange:

Company Announcement Office

The Irish Stock Exchange Limited

28 Anglesea Street

Dublin 2, Ireland

Attn:  James Ferguson

Fax:  353 1 677 6045

E-mail (in Microsoft Word format): announcements@ise.ie

 

DTC, Euroclear and Clearstream (if applicable):

lensnotices@dtcc.com

voluntaryreorgannouncements@dtcc.com

drit@euroclear.com

CA_BOND@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

 

 

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