EX-99.1 9 f10k2022ex99-1_phenixfin.htm NOTICE OF REDEMPTION TO THE HOLDERS OF THE 6.125% SENIOR NOTES DUE 2023, DATED DECEMBER 15, 2022

Exhibit 99.1

 

December 15, 2022

 

U.S. Bank Trust Company, National Association, as trustee
One Federal Street, Third Floor
Boston, MA 02210

Attention:Corporate Trust Administration
Reference:PhenixFIN Corporation Ladies and Gentlemen:

 

PhenixFIN Corporation, a Delaware corporation (the “Company”), hereby provides notice, pursuant to the Indenture, dated as of February 7, 2012 (the “Base Indenture”), by and between the Company and you (as successor to U.S. Bank National Association), as trustee, as supplemented by the Second Supplemental Indenture, dated as of March 18, 2013 (the “Second Supplemental Indenture,”) (together with the Base Indenture, the “Indenture”), relating to the Company’s 6.125% Notes due 2023 (CUSIP No. 71742W 202) (the “Notes”), that the Company is electing to exercise its option pursuant to Section 101(h)(i) of the Second Supplemental Indenture to redeem issued and outstanding Notes having an aggregate principal amount of $22,521,800.00, comprising all issued and outstanding Notes (the “Redeemed Notes”), on January 17, 2023 (the “Redemption Date”) at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest thereon from December 30, 2022, through, but excluding, January 17, 2023. The Record Date for such Redemption Date will be January 3, 2023.

 

Pursuant to Section 1104 of the Base Indenture, the Company hereby instructs U.S. Bank Trust Company, National Association, as trustee, to deliver (or cause to be delivered) on the Company’s behalf the notice attached hereto as Exhibit A to each Holder of Redeemed Notes at such Holder’s address appearing on the Security Register.

 

The Trustee acknowledges and confirms that the shorter notice period of 30 calendar days is satisfactory pursuant to Section 1102 of the Base Indenture.

 

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

 

[Signature Page Follows]

 

 

 

This letter has been executed as of the date and year first written above.

 

  Very truly yours,
   
  PhenixFIN Corporation
   
  By: /s/ Ellida McMillan
    Name:  Ellida McMillan
    Title: Chief Financial Officer

 

Acknowledged and agreed:

 

U.S. Bank Trust Company National Association, as trustee

 

By:  
  Name:   
  Title:  

 

[Signature Page for Notice to Trustee re: Redemption of 6.125% Notes]

 

 

 

EXHIBIT A

 

Form of Notice of Redemption

 

 

 

NOTICE OF REDEMPTION TO THE HOLDERS OF THE

6.125% Senior Notes due 2023

of PhenixFIN Corporation

(CUSIP No. 71742W 202)*

 

Redemption Date: January 17, 2023

Record Date: January 3, 2023

 

 

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture dated as of February 7, 2012 (the “Base Indenture”), between PhenixFIN Corporation (formerly known as Medley Capital Corporation), a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee (the “Trustee), and Section 101(h) of the Second Supplemental Indenture dated as of March 18, 2013 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem an aggregate principal amount of $22,521,800.00 of the Company’s issued and outstanding 6.125% Notes due 2023 (the “Notes”), comprising all issued and outstanding Notes, on January 17, 2023 (the “Redemption Date”). The redemption price for the Notes selected for redemption (the “Redeemed Notes”) equals $25 in principal amount per Note being redeemed, plus the accrued and unpaid interest thereon from December 30, 2022, through, but excluding, the Redemption Date (the “Redemption Price”). The aggregate accrued interest on the Redeemed Notes payable on the Redemption Date will be approximately $65,141.18 (or approximately $0.0723090) on each $25 principal amount of the Redeemed Notes). The Record Date for the Redemption shall be January 3, 2023.

 

On the Redemption Date, the Redemption Price will become due and payable to the Holders of the Redeemed Notes. Interest on the Redeemed Notes will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price with respect to the Redeemed Notes, the only remaining right of the Holders of Redeemed Notes with respect to the Redeemed Notes will be to receive payment of the Redemption Price upon presentation and surrender of the Redeemed Notes to the Trustee in its capacity as Paying Agent. Redeemed Notes held in book-entry form will be redeemed and the Redemption Price with respect to such Redeemed Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

 

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

 

 

 

Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes in the following manner:

 

  If by Mail, Hand or Overnight Mail:
   
  U.S. Bank Trust Company, National Association
   
  Corporate Trust Services
   
  111 Fillmore Avenue E.
   
  St. Paul, MN 55107

 

*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.

 

NOTICE

 

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) (backup withholding) of any Redemption Price payable to a Holder of a Redeemed Note if such Holder fails to provide a taxpayer identification number, the Internal Revenue Service (“IRS”) notifies the withholding agent that the furnished taxpayer identification number is incorrect, the IRS notifies the withholding agent that the Holder failed to properly report certain dividend and interest income to the IRS or the Holder fails to provide other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentation and surrender of the Redeemed Notes, including through the facilities of DTC by book-entry or electronic means in accordance with its procedures. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

 

For a list of other redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Services” link.

 

Dated: December 15, 2022 PhenixFIN Corporation
   
  By: U.S. Bank Trust Company, National Association, as Trustee and Paying Agent

 

[Signature page follows.]

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Notice of Redemption as of this 15th day of December 2022.

 

  By: /s/ David Lorber
    Name: David Lorber
    Title: Chief Executive Officer
       
  By: /s/ Ellida McMillan
    Name:  Ellida McMillan
    Title: Chief Financial Officer

 

[Signature Page to Notice of Redemption to Holders]