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AMR FAQ

Learn AMR basics in our
Frequently Asked Questions list

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Important facts for
Debt investors

Applicable Margin Reset (AMR) is a process that refinances CLO debt tranches through a
modified Dutch auction. It replaces primary issuance with a secondary auction and provides
online multi-dealer syndication to determine spreads on CLO liabilities. Original CUSIPS
remain in place. 
No new securities are issued.

Submit bids through eligible dealers:

Alliance Global Partners, Bank of America Securities, BNP Paribas, Brean Capital LLC,
Brownstone Investment Group, Deutsche Bank Securities, GreensLedge Capital Markets, Janney
Montgomery Scott, Jefferies LLC, MUFG Securities, Nomura Securities, Odeon Capital Group,
RBC Capital Markets, Robert W. Baird and Seaport Global Securities.

An AMR Cap Margin is a rate set by the initiator of the auction that specifies the highest margin
acceptable in an AMR auction. Any bids higher than the AMR Cap Margin are
immediately rejected by the platform.

Cap Margin functions as a public reserve price. If any given tranche has enough demand at or
below Cap Margin, securities are guaranteed to trade. There is no ability for manager or equity
holders to DNT (“do not trade”/decline) the auction.

Yes. Tranches can be refinanced separately, in a cost efficient manner. There is no additional fee
for refinancing on separate dates.

On auction day, bidding opens at 8:00 AM EST. At 10:00 AM EST, the bidding window
closes and the system no longer accepts bids or changes.

There are no multiple rounds. AMR auctions are a closed-bid, best foot forward auction.
No feedback is given during the auction.

Time (EST)
Action
8:00 AM
Bidding opens
10:00 AM
Bidding opens
1:00 PM (or earlier)
Results are disseminated to broker-dealers
4:30 PM
Results are posted on the KopenTech Website

Key questions for
Broker-Dealers

If any user from the Broker-Dealer submits or edits bids, the changes will be reflected in the
Broker-Dealer’s other users’ accounts. Users from the same Broker-Dealer will overwrite one
another’s submissions by editing bids. Please exercise caution and coordinate internally to avoid
any mistakes.

If a user tries to submit bids in a tranche where bids were already submitted by another user
from the same Broker-Dealer, the system will alert the user attempting to submit with a request
to refresh the bids table.

If you submitted bids previously, you can delete the bids by going to each row and selecting the
red trash bin icon on the far left side of the row. You will receive a confirmation notice after every
deleted bid. Once all bids are deleted, you must click submit for the empty table. A confirmation
email will be sent to all users showing no bids are being submitted.

No, it is a blind auction. You will only see your bids.

Trustee, AMR Agent, Collateral Manager, Majority Equity Investor, KopenTech Admin.

  • 1. The margin value is zero or greater than the Cap Margin.
  • 2. The margin value is identical to that of a previously submitted bid from the same Broker-Dealer.
  • 3. The margin value is left empty.
  • 4. The bid amount is less than the Minimum Bid Amount listed on the platform.
  • 5. The bid amount is not an integral multiple of the Amount Step listed on the platform.
  • 6. The bid amount is left empty.

Auction participants will receive an email containing the results and will be notified
on the platform after allocations are determined. Results will be made public on the
KopenTech website at the end of the day.

Questions for Equity Investors

The Majority Equity Holder(s) or Collateral Manager have the right to initiate an AMR refinancing.

Provided that CLO indenture allows for AMR refinancing, AMR can be initiated prior to the end of the
non-call period; however, settlement cannot occur until after the non-call period ends.

From initiation to settlement, AMR can take as few as 10 business days. This is substantially shorter
than a traditional refinancing which can take up to 2 months.

The AMR Pricing Date (the day of the auction) is a minimum of 4 business days after the AMR is
initiated. The number of days may differ based on a CLO indenture.

The AMR Settlement Date is a minimum of 5 business days after the AMR Pricing Date.

Yes, tranches can be refinanced separately. Multiple tranches can be refinanced on the same day,
over a period of time, or not at all.

The AMR process is dependent on the CLO Indenture. Some transactions may only allow an AMR
auction to be held on a payment date, while others on any business day. Review Indenture
language to determine which case applies.

The Trustee and the Collateral Manager are responsible for ensuring the deal has sufficient funds
to conduct an AMR.

The Initiator (the Majority Equity Holder(s) or the Collateral Manager) can cancel the AMR.

KopenTech hosts all deal documents for auction participants on the KopenTech AMR platform.

Yes, the Trustee is responsible for delivering a Pricing Supplement specifying the new margins.

Yes. Contact KopenTech directly to learn how we can tailor deals for your unique situation.

We estimate the cost of the first AMR refinancing is 75% lower than the cost traditional one. An added
benefit is the ability to conduct multiple AMRs economically, resulting in further savings.

No, KopenTech only charges for successful auctions. There is no charge for auctions that DNT (did
not trade).

No, AMR refinancing does not require the re-rating of tranches.

Yes, the Collateral Manager is be able to see live bids submitted by broker-dealers. The Collateral
Manager will not see individual investor names, but aggregate bids at each margin. Bidding
transparency allows the Collateral Manager to understand the demand function for its debt at various
margin rates.

General FAQ

The Non-AMR period functions like a non-call period; it is a time during which an AMR auction cannot
be held. This is an optional feature which is set in the beginning of the AMR process with respect to
each AMR Class (tranche). Most CLOs will have this parameter set in the Election Notice by the Majority
Equity Holder or Collateral Manager. Some older AMR deals might have this period hard coded in the
Indenture with no flexibility to change.

An AMR Cap Margin is a rate determined by the initiator of the auction, subject to certain restriction in
the related indenture. It specifies the highest margin accepted in an AMR auction. Any bids higher than
the AMR Cap Margin will immediately be rejected by the KopenTech AMR platform.

The AMR Pricing Date is the day of the auction when new margins are determined.

AMR auctions are open from 8:00 AM EST to 10:00 AM EST. At 10:00 am EST, the bidding closes and
the platform does not accept any bids.

KopenTech maintains a database of member Broker-Dealers who receive notification of an upcoming
auction. Membership on the platform does not, however, require broker-dealers to participate in any
specific auction.

No, notes will be redistributed via Mandatory Tender Without the Right to Retain, not reissuance.
Trustees will instruct DTC to call bonds from the current former debt holders and redistribute them to
the new debt holders.

DTC notifies the existing holder’s custodian that their securities will be transferred on the established
Settlement Date. Contractually, these securities must be surrendered in accordance with the indenture.
Current debt holders receive par plus accrued interest and any make-whole amounts specified in the
indenture.
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