TIDMBGLF
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
MSCLLFVRFFLFIIA
(END) Dow Jones Newswires
December 02, 2019 11:36 ET (16:36 GMT)
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