ISE - The Irish Stock Exchange plc

08/09/2019 | Press release | Distributed by Public on 08/09/2019 10:53

RCF II - Notice of Upcoming Auction

Corporate Trust Services

9062 Old Annapolis Road

Columbia, MD 21045-1951

MAC: R1204-010




To: Holders of Notes and Preference Shares

Additional parties on Schedule A

WELLS FARGO BANK, NATIONAL ASSOCIATION ('Wells Fargo'), serves as trustee (the 'Trustee') and securities intermediary pursuant to that certain Indenture dated as of March 3, 2005 (as modified, amended and supplemented from time to time, the 'Indenture') among RFC CDO II LTD. (the 'Issuer'), RFC CDO II CORP. (the 'Co-Issuer', together with the Issuer, the 'Co-Issuers') and the Trustee. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Indenture.

I. Notice to Nominees and Custodians.

If you act as or hold Notes or Preference Shares as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or Preference Shares or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.

II. Notice of Auction to be Conducted Pursuant to Section 9.3 of the Indenture.

Notice is hereby given that an Auction will be conducted in accordance with Sections 9.3 and Schedule G of the Indenture on August 30, 2019(the 'August 2019 Auction Date'). The Trustee shall sell the Collateral Debt Securities on the December 2018 Auction Date only if the sale would result in Sale Proceeds, together with the Balance of all Eligible Investments and Cash in the Accounts, greater than or equal to the Redemption Amount; provided that the holders of one hundred percent (100%) of the Aggregate Outstanding Amount of a Class of Notes may elect, in connection with any Auction Call Redemption, to receive less than one hundred percent (100%) of the Redemption Price that would otherwise be payable to holders of such Class, in which case, the Redemption Amount shall be reduced accordingly.

If you are a Holder of Notes and wish to elect to receive less than one hundred percent (100%) of the Redemption Price that would otherwise be payableon the Redemption Date following the June 2019 Auction Date, and thereby reduce the Redemption Amount, pleasecontact the Trustee at least 5 Business Days prior to the June 2019 Auction Date at:

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: CDO Trust Service - RFC CDO II Ltd.

Fax: 866-523-5038, Attn: Karen Taylor

Email: [email protected]

You may direct questions and requests for the Auction Solicitation Package containing details of the upcoming Auction to the attention of Karen Taylor by telephone at (410) 884-2149, by e-mail at [email protected], by facsimile at 866-523-5038 or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Karen Taylor, MAC R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045-1951.

The Trustee may conclude that a specific response to particular inquiries from individual holders of Notes or Preference Shares is not consistent with equal and full dissemination of material information to all holders of Notes or Preference Shares. Holders of Notes or Preference Shares should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes or Preference Shares generally.

Dated: August 9, 2019


Schedule A

Holders of Notes and Preference Shares:*74955AAA5, 74955AAC1, 74955AAP2, G7550UAA3, G7550UAC9, G7550UAD7, G7550UAE5, G7550UAF2, 74955AAR8, 74955C202



c/o Maples FS Limited

P.O. Box 1093GT

Queensgate House, South Church Street

George Town, Grand Cayman

Cayman Islands

Attention: The Directors

with a copy to:

Maples and Calder

P.O. Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

Attention: Mark Rawlins



c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Donald Puglisi, Esq.

Rating Agencies:

Standard & Poor's

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Structured Finance Ratings, Asset-Backed Securities CBO/CLO Surveillance

E-mail: [email protected]

Fitch Ratings

1 State Street Plaza

New York, New York 10004

Attention: Credit Products Surveillance

E-mail: [email protected]

Collateral Manager:

Castle Peak Capital Advisors, LLC

12 South Sixth Street, Suite 950

Minneapolis, MN 55402

Preference Share Paying Agent:

HSBC Financial Services (Cayman) Limited

Strathvale House, North Church Street

P O Box 1109GT

George Town, Grand Cayman

Cayman Islands

with a copy to:

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CDO Trust Services - RFC CDO II Ltd., Xuan Du

Hedge Counterparty:

Deutsche Bank AG, Head Office

Taunusanlage 12

60262 Frankfurt


Attention: Legal Department

Irish Stock Exchange:

The Company Announcements Office

The Irish Stock Exchange

28 Anglesea Street

Dublin 2 Ireland

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.