Untitled - Irish Stock Exchange
Untitled - Irish Stock Exchange
Untitled - Irish Stock Exchange
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General<br />
THE ISSUERS<br />
The Issuer is a limited liability public company formed on August 29, 2006 in the Republic of Ireland<br />
under the <strong>Irish</strong> Companies Acts 1963-2005 with the registered number 425621. The registered office of the Issuer is<br />
at 5 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland. The Issuer has no prior<br />
operating experience. The Issuer is a special purpose company with telephone number +353 1 680-6000.<br />
The Co-Issuer was incorporated on August 14, 2006 in the State of Delaware under the Delaware General<br />
Corporation Law with the registered number 4204977. The registered office of the Co-Issuer is at c/o The<br />
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Co-Issuer has no prior<br />
operating activity. The Co-Issuer is a special purpose company with telephone number (302) 738-6680.<br />
The Issuer and the Co-Issuer have been established as special purpose vehicles for the purpose of issuing<br />
the Notes. The Notes are not obligations of the Trustee, the Investment Manager, the Initial Purchaser, the<br />
Corporate Services Provider, the Share Trustee or any of their respective affiliates or any directors, officers,<br />
shareholders or subscribers of the Issuers.<br />
The authorized share capital of the Issuer consists of 40,000 ordinary shares, par value€1.00 per share,<br />
40,000 of which have been issued (the "Issuer Shares"). The authorized common stock of the Co-Issuer consists of<br />
1,000 shares of common stock, $0.01 par value (the "Co-Issuer Common <strong>Stock</strong>"), all of which shares will be<br />
issued on or prior to the Closing Date. The Issuer Shares are held, and the Co-Issuer Common <strong>Stock</strong> will be held by<br />
Deutsche International Finance (Ireland) Limited, a limited liability company in the Republic of Ireland (the "Share<br />
Trustee"), as trustee of a charitable trust.<br />
Capitalization<br />
With respect to the Notes, the initial proposed capitalization and indebtedness of the Issuer as of the<br />
Closing Date after giving effect to the issuance of the Notes and the Issuer Shares (before deducting expenses of the<br />
Offering) is set forth below:<br />
Amount<br />
Class B Notes U.S.$ 8,600,000<br />
Class C Notes U.S.$ 9,900,000<br />
Class D Notes<br />
U.S.$16,400,000<br />
Class E Notes U.S.$ 5,300,000<br />
Income Notes<br />
U.S.$51,900,000<br />
Total Debt<br />
U.S.$92,100,000<br />
Issuer Shares €40,000<br />
The Co-Issuer will be capitalized only to the extent of its common equity of $10, which consists of 1,000<br />
authorized and issued shares of common stock. The Co-Issuer will have no assets other than its equity capital and<br />
will have no debt other than as Co-Issuer of the Rated Notes. The initial proposed capitalization of the Co-Issuer as<br />
of the Closing Date after giving effect to the issuance of the Rated Notes will be as set forth below:<br />
Amount<br />
Class B Notes U.S.$ 8,600,000<br />
Class C Notes U.S.$ 9,900,000<br />
Class D Notes<br />
U.S.$16,400,000<br />
Class E Notes U.S.$ 5,300,000<br />
Total Debt*<br />
U.S.$40,200,000<br />
Common <strong>Stock</strong> U.S.$ 10<br />
Total Capitalization*<br />
U.S.$40,200,010<br />
________________________<br />
* The capitalization represented by the Class B Notes, the Class C Notes, the Class D Notes and the Class E<br />
Notes is the same as, and is not in addition to, that shown in the capitalization table for the Issuer shown above.<br />
The Co-Issuer does not own any assets; its sole asset is the $10 received from the issuance of its common stock.<br />
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