RCS - Henley CLO XI DAC - Warehouse Notice of Termination - Senior Notes

Jefferies FinancialAnnouncement

24/03/2025 14:45

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RNS Number : 9149B  Henley CLO XI Designated ActivityCo  24 March 2025

NOTICE FROM THE BORROWER TO THE HOLDERS OF THE SENIOR NOTES BY ELECTRONIC
TRANSMISSION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF
HOLDERS 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 (IF THEY ARE
LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED
INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED
KINGDOM).

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE SENIOR NOTES. IF APPLICABLE, ALL
DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE SENIOR
NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE SENIOR NOTES ARE IN ANY
DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR
STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014 OR SUCH REGULATION AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

If you have recently sold or otherwise transferred your entire holding(s) of
Senior Notes referred to below, you should immediately forward this Notice to
the purchaser or transferee or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for transmission to the purchaser or
transferee.

-1-

HENLEY CLO XI DESIGNATED ACTIVITY COMPANY
(a designated activity company limited by shares incorporated under the laws
of Ireland with

registered number 760702 and having its registered office at 1-2 Victoria
Buildings,

Haddington Road, Dublin 4, Ireland )
(the "Borrower")

NOTICE TO THE HOLDERS OF

Up to €360,000,000 Class A Senior Notes

(being up to €360,000,000)
(ISIN: XS2810263132)

(the "Class A Senior Notes")

Up to €360,000,000 Class B Senior Notes

(being up to €360,000,000)
(ISIN: XS2810263215)

(the "Class B Senior Notes")

Up to €360,000,000 Class C Senior Notes

(being up to €360,000,000)
(ISIN: XS2810263306)

(the "Class C Senior Notes")

Up to €360,000,000 Class D Senior Notes

(being up to €360,000,000)
(ISIN: XS2810263488)

(the "Class D Senior Notes")

Up to €360,000,000 Class E Senior Notes

(being up to €360,000,000)
(ISIN: XS2810263561)

(the "Class E Senior Notes")

Up to €10,000,000 Subordinated Notes

(being up to €10,000,000)
(ISIN: XS2810263645)

(the "Subordinated Notes")

We refer to the warehouse deed dated 9 May 2024, as amended pursuant to the
terms of a deed of amendment dated 13 June 2024 (the "Warehouse Deed") made
between, amongst others, the Borrower, Jefferies International Limited (as
"Arranger", a "Senior Note Purchaser" and a "Subordinated Note Purchaser"),
Napier Park Global Capital Ltd (as "Portfolio Manager") the "Retention
Holder", a "Senior Note Purchaser" and a "Subordinated Note Purchaser") and
The Law Debenture Trust Corporation P.L.C (as "Security Trustee").

Capitalised terms used herein and not specifically defined will bear the same
meanings as in the Warehouse Deed.

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Payments through the Clearing Systems in accordance with the Warehouse Deed

We hereby give you notice that on 27 March 2025 (the "CLO Closing Date"), the
Borrower shall redeem the Class A Senior Notes at the redemption prices
specified below plus all accrued and unpaid interest in respect thereof:

1.         Class A Senior Notes: 100 per cent. of the drawn principal
amount outstanding, such drawn principal amount outstanding being
€297,900,000 (and the payment of principal hereunder being of
€297,900,000);

2.         Class B Senior Notes: 100 per cent. of the drawn principal
amount outstanding, such drawn principal amount outstanding being €0 (and
the payment of principal hereunder being of €0);

3.         Class C Senior Notes: 100 per cent. of the drawn principal
amount outstanding, such drawn principal amount outstanding being €0 (and
the payment of principal hereunder being of €0);

4.         Class D Senior Notes: 100 per cent. of the drawn principal
amount outstanding, such drawn principal amount outstanding being €0 (and
the payment of principal hereunder being of €0);

5.         Class E Senior Notes: 100 per cent. of the drawn principal
amount outstanding, such drawn principal amount outstanding being €0 (and
the payment of principal hereunder being of €0); and

6.         Subordinated Notes: 100 per cent. of the drawn principal
amount outstanding, such drawn principal amount outstanding being €4,965,000
(and the payment of principal hereunder being of €4,965,000),

such payment of principal and interest hereunder, the "Cleared Closing Date
Payment".

For the avoidance of doubt, the Class B Senior Notes, the Class C Senior
Notes, the Class D Senior Notes and the Class E Senior Notes are not
considered outstanding under the terms of the Warehouse Deed as they have not
been drawn. The Class B Senior Notes, the Class C Senior Notes, the Class D
Senior Notes and the Class E Senior Notes shall therefore also be fully and
finally redeemed on the CLO Closing Date without the need for any payment to
be made in respect thereof.

Cancellation of the Senior Notes

In connection with and following the occurrence of the redemptions referred to
above, the Borrower shall instruct the Note Paying Agent to liaise with the
Common Depositary, who will in turn co-ordinate with the Clearing Systems
accordingly to cancel all undrawn amounts in respect of the Senior Notes
which, for the avoidance of doubt, are set out below:

Class A Senior Notes: €62,100,000 Class B Senior Notes: €10,000,000 Class
C Senior Notes: €1,000,000

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Class D Senior Notes: €1,000,000

Class E Senior Notes: €1,000,000

Cancellation of the Subordinated Notes

In connection with and following the occurrence of the redemptions referred to
above, the Borrower shall instruct the Note Paying Agent to liaise with the
Common Depositary, who will in turn co-ordinate with the Clearing Systems
accordingly to cancel all undrawn amounts in respect of the Subordinated Notes
which, for the avoidance of doubt, are set out below:

Subordinated Notes: €5,035,000

For the avoidance of doubt all principal and interest paid in respect of the
Cleared Closing Date Payment hereunder shall be paid only in respect of the
Class A Senior Notes and Subordinated Notes (as applicable) with a drawn
principal amount outstanding and no amounts shall be paid through the Clearing
Systems (whether on a pro rata basis or otherwise) in respect of any undrawn
amounts which are to be cancelled on each other Class of Senior Notes or
Subordinated Notes (as applicable).

Each of clauses 38 (Governing Law and Jurisdiction) and 39 (Limited Recourse
and Non-petition) of the Warehouse Deed are incorporated in this letter as if
set out in full herein.

No person has been authorised to give information, or to make any
representation in connection therewith, other than contained herein. The
delivery of this Notice at any time does not imply that the information
contained within it is correct as at any time subsequent to its date.

-4-

This Notice is issued by:

HENLEY CLO XI DESIGNATED ACTIVITY COMPANY as the Borrower

Dated 20 March 2025

Contact details:

 To the Borrower:            Henley CLO XI Designated Activity Company

 To the Portfolio Manager:   2nd Floor, 1-2 Victoria Buildings

                             Haddington Road

                             Dublin 4, D04 XN32

                             Ireland

                             Attention:          The Directors

                             Email:                IESPV@intertrustgroup.com
                             (mailto:IESPV@intertrustgroup.com)

                             Napier Park Global Capital Limited

                             5 Hanover Square

                             5th Floor

                             London W1S 1HE

                             United Kingdom

 

Attention: Julia He, Diarmuid Curran, Zoltan Szucs

Email: julia.he@napierparkglobal.com; diarmuid.curran@napierparkglobal.com
(mailto:diarmuid.curran@napierparkglobal.com) ;
zoltan.szucs@napierparkglobal.com (mailto:zoltan.szucs@napierparkglobal.com) ;
and HenleyOps@napierparkglobal.com (mailto:HenleyOps@napierparkglobal.com)

To the Arranger and a Senior Jefferies International Limited

Note Purchaser:                          100
Bishopsgate

London EC2N 4JL

United Kingdom

Attention:          Luis Leon Carsi / Hugh Upcott Gill

Email:               jeff.eurclo@jefferies.com
(mailto:jeff.eurclo@jefferies.com) jeff.eurclosupport@Jefferies.com
(mailto:jeff.eurclosupport@Jefferies.com)

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