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TrainerWorthamCBOIII (IRSH)


Notice of Auction etc
RNS Number : 2903W
Trainer Wortham FirstRepCBOIIILd/Cp
24 January 2013



Corporate Trust Services

9062 Old Annapolis Road

Columbia, MD 21045-1951

MAC: R1204-010







To:       The Parties listed on Schedule I hereto.

Reference is made to that certain Indenture dated as of February 19, 2003 (as amended, modified or supplemented, the "Indenture") among Trainer Wortham First Republic CBO III, Ltd., as Issuer (the "Issuer"), Trainer Wortham First Republic CBO III I, Corp., as Co-Issuer (the "Co-Issuer, and together with the Issuer, the "Co-Issuers"), and Wells Fargo Bank, National Association (formally known as Wells Fargo Bank Minnesota, National Association), as Trustee (the "Trustee")  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

            I.          Notice to Nominees and Custodians.


            If you act as or hold Notes 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 such other representative who is authorized to take actions.  Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.


            II.        Notice of Auction Pursuant to Section 9.5 of the Indenture


            Notice is hereby given that an Auction will be conducted in accordance with Section 9.5 and Schedule F of the Indenture on February 13, 2013 (the "February 2013 Auction Date").  The Trustee shall sell the Collateral Debt Securities on the February 2013  Auction Date only if the sale would result in Sale Proceeds, together with the Balance of all Eligible Investments and Cash in the Accounts, greater than or equal to the Auction Call Redemption Amount; provided that Holders of 100% of the Aggregate Outstanding Amount of any Class of Notes and/or Holders of 100% of the Voting Preference may elect, in connection with any Auction Call Redemption, to receive less than 100% of the portion of the Sale Proceeds from the Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise be payable to the Holders of such Class and/or to the Voting Preference Shareholders, in which case, the Auction Call Redemption Amount shall be reduced accordingly. 

If you are a Holder of Notes or Voting Preference Shares and wish to elect to receive less than less than 100% of the portion of the Sale Proceeds from the Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise be payable to you on the Auction Call Redemption Date following the February 2013 Auction Date, and thereby reduce the Auction Call Redemption Amount, please contact the Trustee at least 5 Business Days prior to the February 2013 Auction Date at:


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn:   CDO Trust Service - Trainer Wortham First Republic CBO III, Ltd.

Fax: 866-359-9244



            You may direct questions and requests for the Auction Solicitation Package containing details of the upcoming Auction to the attention of David Hulse by telephone at 410-884-2186, by e-mail at, by facsimile at 866-359-9244, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: David Hulse, 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 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 generally.


Dated: January 24, 2013                                  



Schedule I


Holders of Notes:* 892881AA1, 892881AB9, 892881AC7, 892881AD5, 892881AE3 G89931102 G89933AA6


The Issuer:

Trainer Wortham First Republic CBO III, Ltd.

c/o Intertrust SPV (Cayman) Limited

P.O. Box 908GT

Walker House, Mary Street

Grand Cayman, Cayman Islands

British West Indies

Attention: Christina McLean


The Co-Issuer:

Trainer Wortham First Republic CBO III, Corp.

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Donald Puglisi, Esq.


The Collateral Manager:

Trainer, Wortham & Company

1230 Avenue of the Americas

Facsimile: (212) 826-2198

Attention: Jon Crowley


Rating Agencies:

Moody's Investors Service

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attn: CBO/CLO Monitoring



Standard & Poor's

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Structured Finance Ratings, Asset-Backed Surveillance Group-CBO/CLO






Fitch Ratings

1 State Street Plaza

New York, New York 10004

Attention: ABS CDO Surveillance



Swap Counterparty and Cap Provider:

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch

245 Park Avenue

New York, New York 10167

Telephone: 212-916-7800

Facsimile: 212-916-7959

Telex No.: 6737247

Answerback: RABO UI

Attention: Swap Desk


Irish Stock Exchange:

The Company Announcements Office

The Irish Stock Exchange

28 Anglesea Street

Dublin 2 Ireland

Email (in Microsoft Word format):






This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.




















*  The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. 

This information is provided by RNS
The company news service from the London Stock Exchange
Data provided by FE. Care has been taken to ensure that the information is correct, but FE neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

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