Tuesday, June 4, 2019
Conditional Notice of Redemption of Cabot Financial (Luxembourg) II S.A.
Senior Secured Floating Rate Notes due 2021
REG S - ISIN XS1117279619, Common Code 111727961
RULE 144A - ISIN XS1117279700, Common Code 111727970
Notice is hereby given in accordance with Sections 3.03 and 3.07 of the indenture dated as of November 11, 2015 (as amended through the date hereof, the "Indenture"), by, amongst others, Cabot Financial (Luxembourg) II S.A., as the Issuer (the "Issuer"), Citibank, N.A., London Branch, as Trustee, Principal Paying Agent and Transfer Agent, Citigroup Global Markets Europe AG (formerly Citigroup Global Markets Deutschland AG), as Registrar and J.P. Morgan Europe Limited, as Security Agent, governing the Issuer’s Senior Secured Floating Rate Notes due 2021 (the "Notes"). The terms not otherwise defined herein shall have the meanings given to them in the Indenture.
Subject to the Condition (as defined below), the Issuer hereby elects to redeem the aggregate principal amount outstanding of the Notes equal to €310,000,000 (such amount being the "Redemption Amount"), and which are outstanding on the Redemption Date (as defined below) pursuant to Section 3.07(a) of the Indenture. The Issuer is redeeming the Notes for cash in an amount equal to the aggregate Redemption Price (as defined below) of the Notes, plus accrued and unpaid interest up to (but excluding) the Redemption Date (as defined below).
The Issuer’s obligation to redeem any of the Notes on the Redemption Date (as defined below) is conditioned (the "Condition") upon its receipt, on or prior to the Redemption Date, of net proceeds in an amount satisfactory to the Issuer from any of: (a) the completion of a new issuance of senior secured notes; and/or (b) another source of funding ((a) through (b) referred to herein as a "New Financing"). In the event that the Condition shall not have been satisfied (or waived by the Issuer in its sole discretion) on or by the Redemption Date, the redemption may not occur and this Conditional Notice of Redemption may be rescinded. Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Condition is satisfied or waived by the Issuer in its sole discretion. If the Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent pursuant to this Conditional Notice of Redemption shall be returned to the Holders thereof. The Issuer will provide written notice to the Trustee and the Paying Agent of any such revocation of this Conditional Notice of Redemption at least one Business Day prior to the Redemption Date.
Subject to the satisfaction or waiver of the Condition, the redemption date for the Notes will be June 14, 2019, or, if the settlement of the New Financing is delayed by the Issuer in its sole discretion, the Business Day after the settlement of the New Financing provided that such date shall not be more than sixty days from the date hereof (the "Redemption Date"). Any Holder of Notes must hold any Notes to be entitled to the Redemption Price on the Business Day immediately prior to the Redemption Date (the "Record Date").
In each case subject to the Issuer’s determination in its sole discretion that the Condition has been satisfied or waived on or before the Redemption Date, the remaining terms and conditions of the redemption are as follows:
If the Condition has not been satisfied or waived on or before the Redemption Date:
(a) the Issuer will announce at least one Business Day prior to the Redemption
Date that the Condition has not been satisfied and, if the Condition remains
unsatisfied, one Business Day prior to the end of the 60 day period, which will
commence on the date hereof; and
(b) the Notes will continue to be outstanding, no Redemption Price will be paid, interest
shall continue to accrue in accordance with the terms of the Indenture and the Notes,
and any Notes previously surrendered to the Paying Agent shall be returned to the
holders of the Notes thereof.
4 June 2019
/s/ Cabot Financial (Luxembourg) II S.A.