Sutton Park CLO: 20 October 2018
The assets securing the notes will consist primarily of a portfolio of Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Blackstone / GSO Debt Funds Management Europe Limited.
Eligibility criteria (includes): it is a Secured Senior Obligation (which may include a PIK Security), a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation (which may include a PIK Security), a Second Lien Loan (which may include a PIK Security) or a High Yield Bond; it is not a Defaulted Obligation, a Credit Risk Obligation or Equity Security, including any obligation convertible into an Equity Security; it is not a Structured Finance Security, a Letter of Credit or a Synthetic Security; it is not a lease; it is not a Zero Coupon Security, Step-Up Coupon Security or Step-Down Coupon Security; it is not a Project Finance Loan; it has a minimum purchase price of 60.0%.
The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Obligations (including the Issue Date BGCF Assets acquired pursuant to the BGCF Participation Deed) representing approximately 70.0% of the Target Par Amount.
The notes are being offered by the issuer through BNP Paribas, London Branch in its capacity as initial purchaser of such notes.
EU Risk Retention: In accordance with the EU Retention Requirements, Blackstone / GSO Corporate Funding, in its capacity as the originator, will undertake that, on the Issue Date, it will acquire and hold on an ongoing basis for so long as any Class of Notes remains outstanding, Subordinated Notes with an original Principal Amount Outstanding multiplied by the issue price at which such Subordinated Notes were purchased by BGCF (such original Principal Amount Outstanding as calculated as of the date of issuance of such Subordinated Notes) which is equal to or greater than 5% of the greater of the Target Par Amount and the Collateral Principal Amount on the relevant date of determination.
US Risk Retention: In the LSTA Decision, the Appellate Court held that regulators lacked Congressional authority to designate the collateral manager of an open-market CLO as the “sponsor” of such a CLO. However, the LSTA Decision did not address whether an entity such as BGCF might be a “sponsor” for purposes of the U.S. Risk Retention Rules by virtue of its sales of loans to the Issuer and other activities with respect to the Offering contemplated by this Offering Circular. Accordingly, it is possible that BGCF, in its capacity as an “originator” with respect to the Issuer, is required to comply with the U.S. Risk Retention Rules in connection with this Offering.