Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
MAC: R1204-010
NOTICE OF OFFER RECEIVED IN RESPECT OF
PEOPLES FIRST CAPITAL TRUST I
SOLOSO CDO 2005-1 LTD.
January 22, 2015
To: Noteholders
Additional parties on Schedule A
Wells Fargo Bank, N.A. (“Wells Fargo”), serves as Trustee (the “Trustee”) pursuant to
that certain Indenture dated as of August 24, 2005 (the “Indenture”), by and among Soloso CDO
2005-1 Ltd., (the “Issuer”), Soloso CDO 2005-1 Corp. and the Trustee. Capitalized terms used
herein without definition shall have the meaning given to such terms in the Indenture.
I.
Notice to Nominees and Custodians.
If you act as or hold Notes or Preferred Shares as a nominee or custodian for or on behalf
of other persons, please transmit this notice immediately to the beneficial owner of such Notes or
Preferred Shares or such other representative who is authorized to take actions. Your failure to
act promptly in compliance with this paragraph may impair the opportunity for the beneficial
owners on whose behalf you act to take any action they deem appropriate concerning the matters
described in this notice.
II.
Peoples First Capital Trust I.
The Issuer currently holds Portfolio Collateral that includes trust preferred securities
issued by Peoples First Capital Trust I (the “Trust”) with a Principal Balance of $5,000,000 (the
“Securities”). Attached hereto as Exhibit A is a letter dated January 14, 2015 (the “Letter”)
from Peoples First Properties, which, among other things, offers to purchase the Securities for
the sum of $175,000. Please refer to the Letter for the terms and conditions associated with such
offer.
On April 24, 2013, the Trustee provided notice that an Event of Default occurred
pursuant to Section 5.1(a)(iii)(A) of the Indenture. On June 7, 2013, the Trustee provided notice
that the Trustee had received a direction from the Requisite Noteholders declaring the Aggregate
Principal Amount of the Notes to be immediately due and payable. Because of the existence of
an Event of Default and the acceleration of the Notes, the Trustee may only sell or liquidate the
Trust Estate or any portion thereof pursuant Article V of the Indenture at the direction of the
Requisite Noteholders.
III.
Completion of Beneficial Holder Information.
To ensure timely receipt of future notices, the Trustee requests that all holders complete
the attached Beneficial Holder Information Form and return to the Trustee as instructed on the
form as soon as possible.
You may direct questions to the attention of Cheryl Bohn by telephone at (410) 8842097, by e-mail at [email protected], by facsimile at (866) 373-0261, , or by mail
addressed to Wells Fargo Bank, N.A., Corporate Trust Services, Attn.: Cheryl Bohn, MAC:
R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045-1951. The Trustee may conclude
that a specific response to particular inquiries from individual Holders is not consistent with
equal and full dissemination of material information to all Holders. Holders of Notes or Preferred
Shares should not rely on the Trustee as their sole source of information. The Trustee makes no
recommendations and gives no investment advice herein or as to the Notes or Preferred Shares
generally. The Trustee expressly reserves all rights under the Indenture
WELLS FARGO BANK,
N.A., as Trustee
SCHEDULE A
The Holders of Notes:* 83437DAA8, 83437DAB6, 83437DAC4, 83437DAD2, 83437DAE0,
83437DAF7, 83437DAG5, 83437DAH3, G8253R209, G82672AA7, and G82672AH2,
83437E207, and 83437E306
Issuer:
Soloso CDO 2005-1 Ltd.
c/o MaplesFS Limited
P.O. Box 1093
Boundary Hall
Cricket Square
Grand Cayman KY1-1102
Cayman Islands
Attention: The Directors
With a copy to:
Maples and Calder
P.O. Box 309 GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
Attention: Mark Matthews
Co-Issuer:
Soloso CDO 2005-1 Corp.
850 Library Avenue, Suite 204
Newark, Delaware 19711
Attention: Donald Puglisi
Paying and Transfer Agent:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Soloso CDO 2005-1 Ltd.
*
* No representation is made as to the correctness of the CUSIP, CINS, ISIN or Common Code numbers either as
printed on the Notes or Preference Shares or as contained in this Notice. Such numbers are included solely for the
convenience of the Holders.
Swap Counterparty:
Sun Trust Bank
303 Peachtree Street NE, 23rd Floor, Center Code 3913
Atlanta, GA 30308
Attention: Financial Risk Management, Operations
Rating Agencies:
Standard & Poor’s Ratings Services
55 Water Street, 41st Floor
New York, New York 10041
Fax: (212) 438-2664
Email: [email protected]
Attention: CBO/CLO Surveillance
Moody’s Investor’s Service
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attn: CBO Monitoring Group
Email: [email protected]
Fax: (212) 553-0355
Fitch Ratings
One State Street Plaza
New York, New York 1004
Attention: Credit Products Group - Surveillance
DTC, Euroclear and Clearstream (if applicable): [email protected]
Irish Paying Agent:
RSM Robson Rhodes
Fitzwilton House, Wilton Place
Dublin 2, Ireland
Beneficial Holder Information Form
Please complete the following and return to:
Cheryl Bohn, Wells Fargo Bank, N.A., Specialized Asset Services, 9062 Old Annapolis
Road, Columbia, MD 21045, Attn: Soloso CDO 2005-1 Ltd.
Fax: (866) 373-0261
Phone: (410) 884-2097
E- mail: [email protected]
Please check one.
___ Beneficial Owner. The undersigned hereby represents and warrants that it is a beneficial
owner of the Certificates, that the undersigned is authorized to provide direction for
their pro rata portion owned and that such power has not been granted nor assigned to
any other party or person.
___ Nominee or Advisor. The undersigned hereby represents and warrants that it is a nominee
or advisor for the beneficial owner, that the undersigned is authorized to provide
direction for their pro rata portion owned and that such power has not been granted nor
assigned to any other party or person.
CLASS: ________________
CUSIP: _______________________ ORIGINAL FACE AMOUNT: $_______________
NOMINEE NAME: __________________________
NOMINEE BANK (DTC Participant # if Applicable): _____________________________
(The following information is important to facilitate conference calls, if needed)
Beneficiary Company Name: ____________________________
Contact Name: ___________________________________
Address: _________________________________
_________________________________
_________________________________
Phone: ___________________________ Facsimile: ________________________________
E-mail: ________________________
Signature: _______________________________________ Date:
EXHIBIT A
[Letter]