Obbligazione Adams Square Capital II 0% ( USG01009AE21 ) in USD

Adams Square Capital II

100 USD ⇌

Isole Cayman

USG01009AE21 ( in USD )

14/07/2026

Prospetto opuscolo dell'obbligazione Adams Square Funding II USG01009AE21 en USD 0%, scadenza 14/07/2026

Adams Square Capital II è un fondo di private equity focalizzato su investimenti in piccole e medie imprese negli Stati Uniti, con un'attenzione particolare al settore dei servizi e del consumo.

The Obbligazione issued by Adams Square Capital II ( Cayman Islands ) , in USD, with the ISIN code USG01009AE21, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 14/07/2026

ADAMS MILL CLO LTD.
ADAMS MILL CLO LLC

NOTICE OF REFINANCING, WITHDRAWAL OF CLASS D NOTES AND REVISED
SUPPLEMENTAL INDENTURE

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

June 29, 2017

To:
The Holders described as:

Rule 144A
Reg. S.
Class
Reg. S CUSIP*
Reg. S. ISIN*
CUSIP*
Common Code*
Class A-1 Notes
006278 AA3
G01004 AA1
108615788
USG01004AA12
Class A-2 Notes
006278 AC9
G01004 AB9
108615842
USG01004AB94
Class B-1 Notes
006278 AE5
G01004 AC7
108615966
USG01004AC77
Class B-2 Notes
006278 AG0
G01004 AD5
108616083
USG01004AD50
Class C-1 Notes
006278 AJ4
G01004 AE3
108616164
USG01004AE34
Class C-2 Notes
006278 AL9
G01004 AF0
108616270
USG01004AF09
Class D-1 Notes
006278 AN5
G01004 AG8
108616415
USG01004AG81
Class D-2 Notes
006278 AQ8
G01004 AH6
108616571
USG01004AH64
Class E-1 Notes
006280 AC5
G01009 AB8
108616687
USG01009AB81
Class E-2 Notes
006280 AE1
G01009 AC6
108616865
USG01009AC64
Class F Notes
006280 AG6
G01009 AD4
108617004
USG01009AD48
Subordinated
006280 AJ0
G01009 AE2
108688327
USG01009AE21
Notes

Qualified Accredited
Class
Investor CUSIP*
Subordinated Notes
006280 AK7

* No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on
the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

To:
Those Additional Parties Listed on Schedule I hereto:

Reference is hereby made to that certain (i) Indenture dated as of August 12, 2014 (as
supplemented, amended or modified from time to time, the "Indenture"), among ADAMS MILL
CLO LTD., as issuer (the "Issuer"), ADAMS MILL CLO LLC, as co-issuer (the "Co-Issuer",
and together with the Issuer, the "Co-Issuers"), and U.S. BANK NATIONAL ASSOCIATION,
as trustee (the "Trustee") and (ii) Notice of Refinancing and Proposed Supplemental Indenture
and Request for Consent dated as of April 17, 2017 (the "Notice of Proposed Supplemental
Indenture"). Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Indenture.

On April 17, 2017, in accordance with Section 8.1 of the Indenture, in the Notice of
Proposed Supplemental Indenture, the Trustee provided notice of a proposed supplemental
indenture (the "Prior Supplemental Indenture"). The Trustee hereby provides notice of a revised
proposed supplemental indenture (the "Revised Supplemental Indenture"). A copy of the
blackline comparing the Prior Supplemental Indenture and the Revised Supplemental Indenture
is attached hereto as Exhibit A.

The Trustee also hereby provides notice of the withdrawal of the Class D Notes from the
Refinancing. A copy of the notice of withdrawal is attached as Exhibit B.

Pursuant to the Notice of Proposed Supplemental Indenture, the Trustee informed you of
a Collateral Manager proposal to effect a Refinancing with respect to certain Classes of Notes.
The Refinancing has been approved by the requisite percentage of the Holders of Subordinated
Notes. The details of the Refinancing are included herein.

In accordance with Section 9.6(e) of the Indenture, the Trustee hereby provides notice of
the following information relating to the Refinancing:
The Refinancing Date shall be July 17, 2017.
The record date shall be July 16, 2017.
The Refinancing Price of each Class of Refinanced Notes shall be:

for the Class A-1 Notes U.S. $232,163,128.07 (an amount equal to the
Aggregate Outstanding Amount, plus accrued and unpaid interest thereon
at the applicable Interest Rate to but excluding the Refinancing Date, if
any);

for the Class A-2 Notes U.S. $105,687,015.12 (an amount equal to the
Aggregate Outstanding Amount, plus accrued and unpaid interest thereon
at the applicable Interest Rate to but excluding the Refinancing Date, if
any);

for the Class B-1 Notes U.S. $46,997,246.28 (an amount equal to the
Aggregate Outstanding Amount, plus accrued and unpaid interest thereon
at the applicable Interest Rate to but excluding the Refinancing Date, if
any);

for the Class B-2 Notes U.S. $25,256,875.00 (an amount equal to the
Aggregate Outstanding Amount, plus accrued and unpaid interest thereon
at the applicable Interest Rate to but excluding the Refinancing Date, if
any);

for the Class C-1 Notes U.S. $17,305,011.36 (an amount equal to the
Aggregate Outstanding Amount, plus accrued and unpaid interest thereon
at the applicable Interest Rate to but excluding the Refinancing Date, if
any); and

for the Class C-2 Notes U.S. $7,092,785.00 (an amount equal to the
Aggregate Outstanding Amount, plus accrued and unpaid interest thereon
at the applicable Interest Rate to but excluding the Refinancing Date, if
any).

The Refinanced Notes are to be refinanced and paid in full and interest on such
Refinanced Notes shall cease to accrue on the Refinancing Date. This Notice of Refinancing may
be withdrawn with respect to any or all Classes of the Refinanced Notes upon the occurrence of
certain conditions, as provided in the Indenture.
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 that are Certificated Notes, payment
on such Certificated Notes will be made only upon presentation and surrender of such
Certificated Notes to the Trustee by one of the following methods:
By First Class
By Express Delivery Only:
By Hand Only:
Registered/Certified mail:

U.S. Bank National
Walkers Ireland
Association
U.S. Bank National Association 17-19 Sir John Rogerson's
Corporate Trust Services
Corporate Trust Services
Quay
111 Fillmore Ave E
111 Fillmore Ave E
Dublin 2
St. Paul, MN 55107
St. Paul, MN 55107
Ireland
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 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 Notes for payment. To avoid this 28%
withholding, please submit a form W-9 or other appropriate IRS form.

PLEASE NOTE THAT THE FOREGOING IS NOT INTENDED AND SHOULD NOT
BE CONSTRUED AS INVESTMENT, ACCOUNTING, FINANCIAL, LEGAL OR TAX
ADVICE BY OR ON BEHALF OF THE TRUSTEE, OR ITS DIRECTORS, OFFICERS,
AFFILIATES, AGENTS, ATTORNEYS OR EMPLOYEES. THE TRUSTEE MAKES NO
RECOMMENDATIONS TO THE HOLDERS OF DEBT AS TO ANY ACTION TO BE
TAKEN OR NOT TO BE TAKEN WITH RESPECT TO THE SUPPLEMENTAL
INDENTURE OR OTHERWISE AND ASSUMES NO RESPONSIBILITY FOR THE
CONTENTS, SUFFICIENCY OR VALIDITY OF THE DESCRIPTION OF THE
SUPPLEMENTAL INDENTURE CONTAINED HEREIN OR ATTACHED HERETO.

Should you have any questions, please contact Meandra James at (312) 332-7488 or at
[email protected].

U.S. BANK NATIONAL

ASSOCIATION, as Trustee

EXHIBIT A

BLACKLINE COMPARING THE PRIOR SUPPLEMENTAL INDENTURE AND THE
REVISED SUPPLEMENTAL INDENTURE

Subject to completion and amendment, draft dated April 17, 2017
EXECUTION VERSION
SUPPLEMENTAL INDENTURE
dated as of [n]July 17, 2017
among
ADAMS MILL CLO LTD.,
as Issuer
and
ADAMS MILL CLO LLC,
as Co-Issuer
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
to
the Indenture, dated as of August 12, 2014,
among the Issuer, the Co-Issuer and the Trustee
SK 25536 0010 7460936 v58

This SUPPLEMENTAL INDENTURE dated as of [n]July 17, 2017 (this
"Supplemental Indenture") to the Indenture dated as of August 12, 2014 (as may be amended,
restated, extended, supplemented or otherwise modified in writing from time to time prior to
the date hereof, the "Indenture") is entered into among Adams Mill CLO Ltd., an exempted
company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"),
Adams Mill CLO LLC, a limited liability company organized under the laws of the State of
Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers"), and U.S. Bank
National Association, as trustee under the Indenture (together with its successors in such
capacity, the "Trustee"). Capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Indenture.
WHEREAS, (i) pursuant to Section 8.1(o) of the Indenture, without the consent of any
Holders, and subject to the applicable conditions set forth in Section 8.1 and Section 8.4 of the
Indenture, the Issuers and the Trustee may execute one or more indentures supplemental to the
Indenture for the purpose of making such changes to facilitate a Refinancing solely to the
extent contemplated by Section 9.6 of the Indenture, (ii) pursuant to section 8.1(u), with the
prior written consent of the Majority of the Subordinated Notes, and subject to the applicable
conditions set forth in Section 8.1 and Section 8.4 of the Indenture, the Issuers and the Trustee
may execute one or more indentures supplemental to the Indenture to provide that one or more
classes of Secured Debt are ineligible to be redeemed pursuant to Section 9.6 of the Indenture
and (iii) pursuant to Section 8.1(w) of the Indenture, without the consent of any Holders, and
subject to the applicable conditions set forth in Section 8.1 and Section 8.4 of the Indenture,
the Issuers and the Trustee may execute one or more indentures supplemental to the Indenture
for the purpose of issuing Refinancing Replacement Notes in accordance with Section 9.6 of
the Indenture;
WHEREAS, the Issuers wish to amend the Indenture as set forth in this Supplemental
Indenture and have requested that the Trustee execute and deliver this Supplemental Indenture;
WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to
Section 8.1(o), Section 8.1(u) and Section 8.1(w) of the Indenture have been satisfied;
WHEREAS, the [Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class
B-2 Notes, the Class C-1 Notes, and the Class C-2 Notes, the Class D-1 Notes and the Class
D-2 Notes] issued on August 12, 2014 (the "Refinanced Notes") are being redeemed
simultaneously with the execution of this Supplemental Indenture;
WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of
Replacement Notes (as defined below) will be deemed to have consented to the execution of
this Supplemental Indenture; and
WHEREAS, pursuant to Section 9.6(a) of the Indenture, the Collateral Manager has
proposed a Refinancing of the Refinanced Notes (in whole but not in part) from Refinancing
Proceeds and any other amounts available pursuant to Section 9.6 of the Indenture and a
Majority of the Subordinated Notes have approved the execution of this Supplemental
Indenture;
SK 25536 0010 7460936 v581

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the
parties agree as follows:
Terms of the Replacement Notes.1
I.
Upon satisfaction of the conditions set forth in Section III below, the Issuers will issue
the Replacement Notes (the proceeds of which shall be used to redeem the Refinanced
Notes) which shall have the designations, original principal amounts and other
characteristics as follows:
Principal Terms of the Replacement Notes
Original Principal
Interest Rate
Stated
Amount
Maturity
(Payment
Date)
Class A-1-R Notes
$230,625,000
LIBOR(1) +
July 2026
[n]1.10%
Class A-2-R Notes
$105,000,000
LIBOR(1) +
July 2026
[n]1.10%
Class B-1-R Notes
$46,625,000
LIBOR(1) +
July 2026
[n]1.60%
Class B-2-R Notes
$25,000,000
[n]3.350%
July 2026
Class C-1-R Notes
$17,125,000
LIBOR(1) +
July 2026
[n]2.35%
Class C-2-R Notes
$7,000,000
[n]4.114%
July 2026
Class D-1-R Notes
$30,375,000
LIBOR(1) + [n]%
July 2026
Class D-2-R Notes
$2,000,000
LIBOR(1) + [n]%
July 2026
1
[Three-month LIBOR calculated as set forth in the definition of "LIBOR"][LIBOR is calculated in accordance with
the definition of "LIBOR" (except that solely with respect to the Replacement Notes and the period from the Refinancing
Date to the first Payment Date after the Refinancing Date, LIBOR will be determined by interpolating linearly between the
rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for
which rates are available)] ..
II.
Amendments to the Indenture.
Effective as of the date hereof, upon satisfaction of the conditions set forth in Section
III below, the Indenture shall be amended as follows:
(i)
The definition of "Class A-1 Notes" is deleted in its entirety and replaced
with the following:
1 The modifications set forth in this draft Supplemental Indenture may be revised, in form acceptable to the
Issuers, and the Trustee prior to its execution. By consenting to this form of Supplemental Indenture, the
Majority of the Subordinated Notes is consenting to some Classes or all Classes of the Replacement Notes being
refinanced and this Supplemental Indenture, as it may be revised prior to its execution.
SK 25536 0010 7460936 v58
2

"Class A-1 Notes": Prior to the First Refinancing Date, the Class
A-1 Senior Floating Rate Notes having the applicable Interest
Rate and Stated Maturity as set forth in Section 2.3 and, on and
after the First Refinancing Date, the Class A-1-R Notes.
(ii)
The definition of "Class A-2 Notes" is deleted in its entirety and replaced
with the following:
"Class A-2 Notes": Prior to the First Refinancing Date, the Class
A-2 Senior Floating Rate Notes having the applicable Interest
Rate and Stated Maturity as set forth in Section 2.3 and, on and
after the First Refinancing Date, the Class A-2-R Notes.
(iii)
The definition of "Class B-1 Notes" is deleted in its entirety and replaced
with the following:
"Class B-1 Notes": Prior to the First Refinancing Date, the Class
B-1 Senior Floating Rate Notes having the applicable Interest
Rate and Stated Maturity as set forth in Section 2.3, and on and
after the First Refinancing Date, the Class B-1-R Notes.
(iv)
The definition of "Class B-2 Notes" is deleted in its entirety and replaced
with the following:
"Class B-2 Notes": Prior to the First Refinancing Date, the Class B-2
Senior Fixed Rate Notes having the applicable Interest Rate and Stated
Maturity as set forth in Section 2.3 and, on and after the First
Refinancing Date, the Class B-2-R Notes.
(v)
The definition of "Class C-1 Notes" is deleted in its entirety and replaced
with the following:
"Class C-1 Notes": Prior to the First Refinancing Date, the Class
C-1 Deferrable Mezzanine Floating Rate Notes having the
applicable Interest Rate and Stated Maturity as set forth in
Section 2.3, and on and after the First Refinancing Date, the
Class C-1-R Notes.
(vi)
The definition of "Class C-2 Notes" is deleted in its entirety and replaced
with the following:
"Class C-2 Notes": Prior to the First Refinancing Date, the Class
C-2 Deferrable Mezzanine Fixed Rate Notes having the applicable
Interest Rate and Stated Maturity as set forth in Section 2.3, and
on and after the First Refinancing Date, the Class C-2-R Notes.
SK 25536 0010 7460936 v58
3

(vii) The definition of "Class D-1 Notes" is deleted in its entirety and replaced
with the following:
"Class D-1 Notes": Prior to the First Refinancing Date, the Class
D-1 Deferrable Mezzanine Floating Rate Notes having the
applicable Interest Rate and Stated Maturity as set forth in
Section 2.3, and on and after the First Refinancing Date, the
Class D-1-R Notes.
(viii) The definition of "Class D-2 Notes" is deleted in its entirety and replaced
with the following:
"Class D-2 Notes": Prior to the First Refinancing Date, the Class
D-2 Deferrable Mezzanine Floating Rate Notes having the
applicable Interest Rate and Stated Maturity as set forth in
Section 2.3 and on and after the First Refinancing Date, the Class
D-2-R Notes.
(vii)
(ix) The definition of " Offering Memorandum" is deleted in its entirety
and replaced with the following:
"Offering Memorandum": The final Offering Memorandum, dated
August 5, 2014, regarding the issuance and incurrence of the
Debt or, with respect to the Replacement Notes, the final
Offering Memorandum relating to the Replacement Notes dated
[]June 28, 2017.
(viii)
(x) The definition of "Placement Agent" is deleted in its entirety and
replaced with the following:
"Placement Agent" Nomura Securities International, Inc., in its
capacity as Placement Agent under the Placement Agency
Agreement, and on and after the First Refinancing Date, as
Refinancing Placement Agent with respect to the Replacement
Notes.
(ix)
(xi) The following new definitions, as set forth below, are added to
Section 1.1 of the Indenture in alphabetical order:
"Class A-1-R Notes": The Class A-1-R Senior Floating Rate
Notes issued on the First Refinancing Date and having the
characteristics specified in Section 2.3.
"Class A-2-R Notes": The Class A-2-R Senior Floating Rate Notes
issued on the First Refinancing Date and having the characteristics
specified in Section 2.3.
SK 25536 0010 7460936 v58
4

Document Outline

#1">ADAMS MILL CLO LTD.
#1">ADAMS MILL CLO LLC
#1">Notice of refinancing, withdrawal of class d notes and revised supplemental indenture
#1">note: this notice contains important information that is of interest to the registered and beneficial owners of the subject NOTES. if applicable, all depositories, custodians, and other intermediaries receiving this notice are requested to expedite re...