Black Diamond CLO 2019-1 Designated Activity Co: 03 August 2019
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 Black Diamond CLO 2019-1 Adviser, L.L.C, an investment management Affiliate of Black Diamond Capital Management L.L.C.
The Collateral Manager, the Retention Holder and the Originator are each Affiliates of BDCM. BDCM is a privately held, alternative asset management firm with approximately $8.4 billion in assets under management as of 30 September 2018.
Eligibility criteria (includes): it is a Secured Senior Obligation, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond, in each case; it is not a Defaulted Obligation or a Credit Risk Obligation (unless such Defaulted Obligation is being acquired in an Exchange Transaction); it is not a lease; it is not a Structured Finance Security or a Synthetic Security; it is not a Step-Down Coupon Security; it does not constitute real property or an interest in real property; it is not a Zero Coupon Security; it is not a debt obligation which pays interest only and does not require the repayment of principal; it is not an obligation of an Obligor or Obligors Domiciled in a country with a Moody’s local currency country risk ceiling below “A3”; it has a minimum purchase price of 60.0% of the Principal Balance of such Collateral Obligation.
The Issuer anticipates that, by the Issue Date, it, or the Collateral Manager on its behalf, will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to approximately 71.0% of the Target Par Amount.
The Notes (other than the Retention Notes) are being offered by the Issuer through each of NATIXIS in its capacities as initial purchaser and a co-placement agent of the offering of such Notes and SMBC Nikko Capital Markets Limited in its capacity as a co-placement agent in respect of a portion of the Class A-1 Notes only, subject to prior sale, when, as and if delivered to and accepted by the Initial Purchaser, and subject to certain conditions. The Retention Notes to be held by the Retention Holder shall be purchased by the Retention Holder directly from the Issuer on the Issue Date.
EU Risk Retention: Black Diamond Commercial Finance, L.L.C., an Affiliate of the Collateral Manager, in its capacity as Originator, will undertake, amongst other matters, to retain a material net economic interest of not less than 5% of the nominal value of the securitised exposures as determined in accordance with Article 6 of the Regulation (EU) 2017/2402 by subscribing for and holding, on an ongoing basis, and for so long as any Notes are Outstanding (i) Class M-1 Subordinated Notes with a Principal Amount Outstanding as of the Issue Date equal to not less than 5% of the Collateral Principal Amount consisting of Collateral Obligations and Balances in each case denominated in currencies other than USD; and (ii) Class M-2 Subordinated Notes with a Principal Amount Outstanding as of the Issue Date equal to not less than 5% of the Collateral Principal Amount consisting of USD Collateral Obligations and Balances denominated in USD (such Class M1 Subordinated Notes and Class M-2 Subordinated Notes being the “Retention Notes”).
US Risk Retention: Black Diamond Commercial Finance, L.L.C, a “majority-owned affiliate” (as defined in the U.S. Risk Retention Rules) of the Collateral Manager and in its capacity as the Retention Holder, intends to purchase the Retention Interest on the Issue Date for the purposes of satisfying the credit risk retention requirements of Section 941 of the Dodd Frank Act.