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RNS Number : 3941V

Blackstone / GSO Loan Financing Ltd

02 December 2019

Blackstone / GSO Loan Financing Limited

2 December 2019

Notification of Establishment and Capitalisation of New Manager Entity

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.

This announcement is not an offer of securities for sale or subscription in the United States of America, Canada, Japan, Australia, South Africa or any other jurisdiction.

Blackstone / GSO Loan Financing Limited ("BGLF" or the "Company")

Following the rollback of the U.S. risk retention rules for open market CLOs in 2018, as explained in the Company's RNS dated 12 February 2018, BGLF, through its investment in Blackstone / GSO Corporate Funding Designated Activity Company ("BGCF"), has continued its strategy of seeking to own majority economic equity positions in U.S. collateralized loan obligation transactions ("U.S. CLOs") by investing directly into U.S. CLOs instead of making these investments through Blackstone / GSO US Corporate Funding, Ltd. (the "U.S. MOA"). Blackstone / Debt Funds Management Europe Limited ("DFME"), as Adviser to BGLF, and GSO / Blackstone Debt Funds Management LLC ("DFM"; together with DFME, the "Adviser"), its U.S. affiliate, have informed the Company's board of the establishment of a new manager entity designed to facilitate the opportunistic investment by BGCF in certain U.S. CLOs that are expected to be structured in a manner intended to comply with the European risk retention regulation.

The Adviser believes that this new manager entity will benefit the Company and its portfolio of U.S. CLOs. As these CLOs will now seek to be compliant with the European risk retention regulation, they will be able to be marketed to a broader investor base, including European institutional investors, who have expressed potential demand for U.S. exposure and diversification within their investment portfolios. This additional demand may potentially result in lower CLO liability costs, which could help support the Company's performance through improved net interest margins of its U.S. CLO investments.

On 13 August 2019, the Board of BGCF approved the establishment and capitalisation of a new manager entity, Blackstone / GSO CLO Management LLC (the "NME" or the "New Manager Entity"), in the amount of up to $428 million. To the extent necessary to comply with the European risk retention regulation, the NME expects to serve the multiple functions of acting as collateral manager to the U.S. CLOs and warehouses, acting as "originator" for a portion of the U.S. CLO assets at closing, retaining a portion of CLO equity, and providing funding for U.S. CLO warehouse first loss positions.

To assist it in fulfilling its contemplated roles as manager-originator, the NME has entered into a shared services agreement (the "Shared Services Agreement") with DFM (the "Shared Services Provider") pursuant to which the Shared Services Provider has agreed to share certain professionals with the NME, undertake the credit review of the loans for which it intends to be the "originator" for purposes of satisfying the European risk retention regulation and provide certain other related services.

The changes referred to herein are consistent with BGLF's investment objective and policy, which seeks to gain exposure to floating rate senior secured loans and bonds directly and indirectly through companies or entities established from time to time ("Underlying Companies"). BGLF's investment objective and policy remains unchanged.

IMPORTANT INFORMATION

This document has been issued by the Company, and should not be taken as an inducement to engage in any investment activity and is for the purpose of providing information about the Company. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any share in the Company or securities in any other entity, in any jurisdiction, including the United States, Canada, Japan or South Africa nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.

This document, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, Canada, Japan, South Africa or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Japan or South Africa. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.

The shares issued and to be issued by the Company (the "Shares") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act). No public offering of the Shares is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors may be required to bear the financial risks of their investment in the Shares for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this document, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this document and nothing in this document is or should be relied on as a promise or representation as to the future.

Unless otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date. Recipients of this document are encouraged to contact the Company's representatives to discuss the procedures and methodologies used to make the projections and other information provided herein.

All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. All investments to be held by the Company involve a substantial degree of risk, including the risk of total loss. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. You should always seek expert legal, financial, tax and other professional advice before making any investment decision.

Blackstone / GSO Loan Financing Limited is a self-managed Jersey registered alternative investment fund, and is regulated by the Jersey Financial Services Commission. The Jersey Financial Services Commission does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made or expressed in this document.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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(END) Dow Jones Newswires

December 02, 2019 11:36 ET (16:36 GMT)

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