Katonah III Ltd &Inc IRSH Notice of Optional Redemption

  Katonah III Ltd &Inc (IRSH) - Notice of Optional Redemption

RNS Number : 2625Q
Katonah III Ltd & Katonah III Inc
02 November 2012


                                      



       The Bank of New York Mellon Trust Company, National Association



                              KATONAH III, LTD.

                              KATONAH III, INC.

                                      

         NOTICE OF OPTIONAL REDEMPTION OF NOTES AND PREFERRED SHARES

                                      

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

                                                              November 1, 2012

                                                                             

To: The Holders of the Notes and Preferred Shares described as follows:



     Class        CUSIP*    CUSIP^*     ISIN*

  Designation    Rule 144A   Reg S      Reg S

                                       
Class A Notes    48601PAA4 G52177AA3 USG52177AA32
Class B-1 Notes  48601PAB2 G52177AB1 USG52177AB15
Class B-2 Notes  48601PAC0 G52177AC9 USG52177AC97
Class C-1 Notes  48601PAD8 G52177AD7 USG52177AD70
Class C-2 Notes  48601PAE6 G52177AE5 USG52177AE53
Class D-1 Notes  486018AA2 G52176AA5 USG52176AA58
Class D-2 Notes  486018AB0 G52176AB3 USG52176AB32
Preferred Shares 486018203 G52176206 KYG521762065



To:  Those Additional Addresses listed on Schedule I hereto



 Reference is made to the (i) Indenture, dated as of April 18, 2002
(as amended, modified or supplemented from time to time, the "Indenture"),  by 
and among Katonah III, Ltd., as  issuer (the "Issuer"), Katonah III, Inc.,  as 
co-issuer (the "Co-Issuer", and together with the Issuer, the "Issuers"),  and 
The Bank of New York Mellon Trust Company, National Association (as  successor 
to JPMorgan Chase  Bank), as trustee  (the "Trustee") and  (ii) Fiscal  Agency 
Agreement, dated as of  April 18, 2002 (as  amended, modified or  supplemented 
from time to time,  the "Fiscal Agency Agreement"),  by and among the  Issuer, 
The Bank of New York Mellon Trust Company, National Association (as  successor 
to JPMorgan Chase  Bank), as fiscal  agent (the "Fiscal  Agent") and  Deutsche 
Bank (Cayman) Limited, as share  registrar. Capitalized terms used herein  and 
not defined shall have the meanings assigned to such terms in the Indenture.



Pursuant to Section  9.1 of  the Indenture and  Section 3.4(a)  of the  Fiscal 
Agency Agreement, the Trustee, the Issuer and Sankaty Advisors, LLC have  been 
directed by Holders of at least a  Majority of the Preferred Shares to  redeem 
the Securities  (the  "Optional  Redemption"). In  accordance  with  Sections 
9.2(b) of  the  Indenture,  the  Trustee  provides  notice  of  the  following 
information relating to the redemption:



The Redemption Date for the Securities shall be November 19, 2012.



The Record Date for the Securities shall be November 2, 2012.



The outstanding principal amounts of each Class of Notes to be redeemed on the
Redemption Date are as follows: (i) Class A Notes, $12,284,458.93; (ii)  Class 
B-1 Notes, $17,000,000.00; (iii) Class B- 2 Notes, $23,000,000.00; (iv)  Class 
C-1 Notes, $13,000,000.00;  (v) Class  C-2 Notes, $4,000,000;  (vi) Class  D-1 
Notes, $12,241,794.63; and (vii) Class D-2 Notes, $2,581,843.75.



The Redemption Price with respect to (i)  any Class A Note shall be an  amount 
equal to the outstanding principal amount of such Class A Note to be  redeemed 
plus accrued interest (including Defaulted Interest and interest thereon),  if 
any, (ii) any  Class B-1  Note shall  be an  amount equal  to the  outstanding 
principal amount of such Class B-1  Note to be redeemed plus accrued  interest 
(including Defaulted Interest and Deferred Interest and interest thereon),  if 
any, (iii) any Class  B- 2 Note  shall be an amount  equal to the  outstanding 
principal amount of such Class B-2  Note to be redeemed plus accrued  interest 
(including Defaulted Interest and Deferred Interest and interest thereon),  if 
any, plus the Redemption Premium for such Note (if applicable), (iv) any Class
C-1 Note shall be an amount equal to the outstanding principal amount of  such 
Class C-1  Note to  be  redeemed plus  accrued interest  (including  Defaulted 
Interest and Deferred Interest  and interest thereon), if  any, (v) any  Class 
C-2 Note shall be an amount equal to the outstanding principal amount of  such 
Class C-2  Note to  be  redeemed plus  accrued interest  (including  Defaulted 
Interest and  Deferred  Interest  and  interest thereon),  if  any,  plus  the 
Redemption Premium for  such Note  (if applicable),  (vi) any  Class D-1  Note 
shall be an amount equal to the outstanding principal amount of such Class D-1
Note to be redeemed  plus accrued interest  (including Defaulted Interest  and 
Deferred Interest and interest thereon), if any, and (vii) any Class D-2  Note 
shall be an amount equal to the outstanding principal amount of such Class D-2
Note to be redeemed  plus accrued interest  (including Defaulted Interest  and 
Deferred Interest and interest thereon),  if any, plus the Redemption  Premium 
for such Note (if applicable); after  deducting, in each case, any payment  of 
principal or interest, including Deferred Interest and Defaulted Interest,  if 
any, required to be paid on the Redemption Date in the absence of an  Optional 
Redemption.



 The  amount payable  in  respect of  the  redeemed Notes  will  be 
limited to the applicable Redemption Prices.



The Sub-Adviser has advised the Trustee that certain items of Collateral  will 
not be  sold  prior  to the  Redemption  Date.  In light  of  the  foregoing, 
additional amounts  may  become  available  for  distribution  to  Holders  of 
Preferred Shares after the Redemption Date. Accordingly, the Preferred Shares
should not be surrendered  prior to the Redemption  Date. The Trustee  and/or 
the Paying Agent will send written  notice to the Holders of Preferred  Shares 
regarding surrender of the Preferred Shares at a later date.



Notwithstanding anything  herein  to  the  contrary,  the  completion  of  the 
Optional Redemption described  herein is  subject to the  satisfaction of  any 
additional conditions  set  forth  in  the Indenture  and  the  Fiscal  Agency 
Agreement, as applicable. Payment  of the Redemption  Price on the  Redemption 
Date will only be  made upon presentation  and surrender of  the Notes to  the 
Trustee at the places set forth below on or prior to the Redemption Date.



By First Class Registered/Certified By Express Delivery     By Hand Only:
mail:                               Only:
                                                            
                                   
                                                            
The Bank of New York Mellon Trust   
Company,                                                    The Bank of New
                                    The Bank of New York    York Mellon
National Association                Mellon Trust Company,
                                                            101 Barclay Street
Global Corporate Trust              National Association
                                                            New York, New
P.O. Box 2320                       Global Corporate Trust  York, 10286

Dallas, Texas 75221-2320            2001 Bryan Street, 9^th 1^st Floor East
                                    Floor
                                                            Corporate Trust
                                    Dallas, TX 75201        Window



The method  of delivery  is at  the option  and risk  of the  Holder. On  the 
Redemption Date, the Redemption Price will become due and payable.



Under current United States federal income  tax law, a trustee making  payment 
of interest  or principal  on  securities may  be  obligated to  apply  backup 
withholding to payments of the interest  or principal payable to a holder  who 
(i) has failed  to furnish the  trustee with a  valid taxpayer  identification 
number and certifications that the holder is not subject to backup withholding
under the Internal Revenue Code of 1986, as amended (the "Code") and that  the 
holder is a United States person (including a U.S. resident alien) as  defined 
by the  Code  or (ii)  has  failed  to provide  appropriate  certification  to 
establish that the holder is not a United States person. Holders of Notes who
are United  States  persons  and  wish  to  avoid  the  application  of  these 
provisions should submit a  completed IRS Form W-9  when presenting the  Notes 
for payment. Holders of Notes who are non-United States persons should submit
an appropriate IRS Form W-8.



Please contact Fernando Tapia  at The Bank of  New York Mellon Trust  Company, 
National Association at  (412) 234-8307  or nestor.f.tapia@bnymellon.com  with 
questions.





THE BANK OF NEW YORK MELLON TRUST COMPANY, National Association,

as Trustee and Fiscal Agent



                                  Schedule I





Issuer

Katonah III, Ltd.

c/o Deutsche Bank (Cayman) Limited

P.O. Box 1984 GT

Boundary Hall, Cricket Square

171 Elgin Avenue, Grand Cayman,
Cayman Islands
KY1-1104
Attn: Directors
Telecopy: (345) 949-5223

with a copy to:

Maples and Calder

P.O. Box 309 GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

British West Indies

Attn: Mark Matthews

Telecopy: (345) 949-8080



Co-Issuer

Katonah III, Inc.

850 Library Avenue, Suite 204

Newark, DE 19711

Attn: Donald Puglisi



Investment Manager

Katonah Capital, L.L.C.

230 Park Avenue

Suite 1625

New York, NY 10169

Attention: Chris Lacovara



Sub-Adviser

Sankaty Advisors, LLC

John Hancock Tower

200 Clarendon Street

Boston, MA 02116





Rating Agencies

Standard & Poor's

55 Water Street, 41st Floor

New York, NY 10041

Fax: (212) 438-2664

Attn: CDO Surveillance

with an electronic copy to:

cdo_surveillance@sandp.com

Stephen_anderberg@sandp.com



Moody's Investors Service

7 World Trade Center

250 Greenwich Street

New York, NY 10007

Fax: (212) 553-0355

Attention CBO/CLO Monitoring

with an electronic copy to:

cdomonitoring@moodys.com



Initial Purchaser

Credit Suisse First Boston International

One Cabot Square

London E14 4QJ

England



Irish Stock Exchange Announcement Office:

Company Announcement Office

The Irish Stock Exchange Limited

28 Anglesea Street

Dublin 2, Ireland

Email (in Microsoft Word format): announcements@ise.ie



DTC, Euroclear and Clearstream:

lensnotices@dtcc.com

voluntaryreorgannouncements@dtcc.com

RedemptionNotification@dtcc.com

drit@euroclear.com

ca_mandatory.events@clearstream.com



                                      







 This announcement has been issued through the Companies Announcement Service
                                      of

                          the Irish Stock Exchange.

                                      

                                      





                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


ISEEAKFAEANAFFF -0- Nov/02/2012 16:31 GMT
 
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