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RAIT CRE CDO I (IRSH)

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Wednesday 10 July, 2019

RAIT CRE CDO I

RAIT CRE CDO I Notice of Upcoming Auction

RNS Number : 0686F
RAIT CRE CDO I LTD & CRE CDO I LLC
10 July 2019
 

 

NOTICE OF AUCTION TO BE CONDUCTED PURSUANT TO SECTION 9.7 OF THE INDENTURE

AND NOTICE OF POTENTIAL AUCTION CALL REDEMPTION

 

Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951

MAC: R1204-010

 

 

RAIT CRE CDO I, LTD. RAIT CRE CDO I, LLC

 

To:       The Parties listed on Schedule A hereto.

 

Reference is made to that certain Indenture dated as of November 7, 2006 (as amended, modified or supplemented, the "Indenture") among RAIT CRE CDO I, LTD., as Issuer (the "Issuer"), RAIT CRE CDO I, LLC, as Co-Issuer (the "Co Issuer," and together with the Issuer, the "Co-Issuers"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee"), Paying Agent, Calculation Agent, Transfer Agent, Custodian, Backup Advancing Agent and Note Registrar and RAIT PARTNERSHIP, L.P., as advancing agent (the "Advancing Agent"). Capitalized terms used herein without definition shall have the meanings given 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 9.7 of the Indenture.

Notice is hereby given that an Auction will be conducted in accordance with Section 9.7 and Schedule D of the Indenture on or about August 6, 2019 (the "August 2019 Auction Date"). The Collateral Assets will be sold on the August 2019 Auction Date only if (i) the Highest Auction Price would result in a cash purchase price for the Collateral Assets which, together with the balance of all Eligible Investments and Cash in the Accounts (other than the Hedge Counterparty Collateral Account), will at least equal to the Total Senior Redemption Amount,

(ii) the Trustee has received bids for each of the Collateral Assets from at least two Qualified Bidders identified to the Trustee by the Collateral Manager (including the winning Qualified Bidder), (iii) the winning bidder enters into a written agreement with the Issuer for the purchase of the Collateral Assets and (iv) all other requirements in the Indenture are satisfied. Pursuant to Section 9.7(b) of the Indenture, the Collateral Manager, although it may not have been the highest bidder, will have the option to purchase the Collateral Assets (or any subpool) for a purchase price equal to the highest bid therefor.

 

 

 

71786429v.1

 

Page 1 of 2

 

The Auction Solicitation Package, containing details of the Auction, can be obtained by contacting the Collateral Manager by phone at (215) 207-2004, by e-mail at [email protected] and [email protected], and by facsimile at (215) 391-4171.

 

III.       Notice of Potential Auction Call Redemption.

 

In accordance with Section 9.3 of the Indenture, the Issuer has provided notice (the "Issuer's Notice) to the Trustee of a potential Auction Call Redemption. A copy of the Issuer's Notice is attached hereto as Exhibit A.

 

In accordance with Section 9.7 of the Indenture and subject to the satisfaction of the conditions to the consummation of the Auction, the Trustee hereby provides notice of the following information relating to the potential Auction Call Redemption:

 

The Auction Call Redemption Date will be August 20, 2019. The Record Date will be August 5, 2019.

The Redemption Price for the Notes will equal the sum of the Aggregate Outstanding Amount of the Notes being redeemed plus accrued interest thereon (including Defaulted Interest and accrued, unpaid and uncapitalized interest on Defaulted Interest, if any).

 

The principal amount of each Class of Notes to be redeemed is the Aggregate Outstanding Amount.

 

In the event that all conditions to the consummation of the Auction are satisfied, the Trustee will provide an additional notice specifying the place where the Notes and Preference Shares may be surrendered for payment of the Redemption Price.

 

You may direct questions to the attention of Bill Wood by telephone at (410) 884-2042, by e-mail at [email protected], or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Services Department, Attn: Bill Wood, 9062 Old Annapolis Road, Columbia, MD 21045-1951. The Trustee may conclude that a  specific  response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. 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: July 9, 2019

 

 

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee

 

 

71786429v.1

 

Page 2 of 2

 

Schedule A

 

Holders of Notes and Preference Shares:*

751020AA6

751020AK4

G73600AK7

751020AB4

751020AC2

751020AD0

751020AE8

751020AF5

751020AG3

751020AH1

751020AJ7

751020AL2

751020APS

 

 

 

 

 

Issuer:

RAIT CRE CDO I, Ltd.

c/o Intertrust SPV (Cayman) Limited 190 Elgin Avenue

George Town

Grand Cayman KY1-9005 Cayman Islands Attention: The Directors

 

Co-Issuer:

RAIT CRE CDO I, LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

 

Collateral Manager: RAIT Partnership, L.P. Two Logan Square

100 N. 18th Street, 23rd Floor Philadelphia, Pennsylvania 19103

 

Irish Stock Exchange:

Irish Stock Exchange Limited Company Announcements Office 28 Anglesea Street

Dublin 2, Ireland

 

Irish Paying Agent:

Custom House Administration and Corporate Services Limited

25 Eden Quay

Dublin 1 Ireland

 

Rating Agencies:

Standard & Poor's Ratings Services 55 Water Street, 41st Floor

New York, New York 10041-0003

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

E-mail: [email protected]

 

Moody's Investors Service 7 World Trade Center

250 Greenwich Street

New York, New York 10007 Attn: CBO/CLO Monitoring

E-mail: [email protected]

 

 

 

*     The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders.

 

 

71786429v.1

 

 

Exhibit A Issuer's Notice

 

71786429v.1

 

RAIT CRE CDO I, LTD.

c/o Walkers SPY Limited Walker House

87 Mary Street, George Town

Grand Cayman KYl-9002, Cayman Islands June 24, 2019

To Those Parties Identified on Schedule A

 

Re:       RAIT CRE CDO I, Ltd. Notice of Potential Auction Call Redemption

 

Ladies and Gentlemen:

 

Reference is hereby made to that certain Indenture dated as of November 7, 2006 (as amended, modified or supplemented from time to time, the "Inde nture" ) by and among RAIT CRE CDO I, LTD., an exempted company incorporated and existing under the laws of the Cayman Islands (the " Issuer") , RAIT CRE CDO I, LLC, a Delaware limited liability company (the "Co-Issuer", and, together with the Issuer, the "Co-Issuers"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), not in its individual capacity but solely as trustee (together with its successors and assigns, in such capacity, the "Trustee"), paying agent, calculation agent, transfer agent, custodian, backup advancing agent and note registrar, and RAIT PARTNERSHIP, L.P., as advancing agent. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Indenture.

 

Pursuant to Section 9.3 of the Indent ure, the Issuer hereby provides notice of a potential Auction Call Redemption pursuant to Section 9.7 of the Indenture and subject to the satisfaction of the conditions to the consummation of the Auction.

 

The Redemption Date is expected to be August 20, 2019, and the applicable Record Date is expected to be August 5, 2019. Each Class of Notes expected to be redeemed on the Redemption Date is expected to be redeemed in full. The Redemption  Price of each such Class of Notes is expected to be an amount (determined without duplication) equal to (i) the Aggregate Outstanding Amount of such Class being redeemed plus (ii) accrued interest thereon (including any Defaulted Interest Amount and accrued, unpaid and uncapitalized interest on any Defaulted Interest Amount, if any).

 

The Auction Call  Redemption  will  not take  place  if the conditions  to the consummation  of the Auction, including the sale of all Collateral Assets, are not  satisfied.  The  Issuer  hereby directs the Trustee to provide notice of the potential Auction Call  Redemption  to the Noteholders and the Rating Agencies. The  Issuer  hereby  further directs the Trustee  to  provide the Issuer  and the Collateral Manager with notice of any inquiries received by the Trustee from any Noteholder regarding the potential Auction Call Redemption and an opportunity to consult with the Trustee regarding the same.

 

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.

 

 

RAIT CRE CDO I, LTD., as Issuer

 

 

BNy um    ,   <l-----

Tjtle:     Director           ·{

 

 

 

 

 

RAIT CR£ CDO I, Lid. Notice of Potential Auction Call Redemption

 

SCHEDULE A

 

 

T rns tee, Paying Agent, Preference Share Payin g Agent and ' la s A- l B N tc Agent (via Fed Ex) Wells Fargo Bank, National Association

Attention - Corporate Trust Services 9062 Old Annapolis Road Columbia, Maryland 21045-1951 MAC: R1204-010

 

Collateral Manager (via hand de li very) RAIT Partnership, L.P.

Two Logan Square

100 North 18th Street, 23rd Floor Philadelphia, Pennsylvania 19103

 

Ra tin g Agencies ( vi a F d Ex and                                                       mail) S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041-0003

Attn: Structure Finance Ratings, Asset-Backed Securities CBO/CLO Surveillance Email: dosun 1eillanc @s pglobal.com

 

Moody's Investors Service, Inc. 7 World Trade Center

250 Greenwich Street

New York, New York 10007 Attention: CBO/CLO Monitoring Email: cdomonitorin [email protected]mood y .com

 

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Real Estate CDO Surveillance - Additional Reporting Ema il: cdo.surveillance @derivativefitch.com

 

 

 

 

 

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

 


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