Untitled - Irish Stock Exchange

BLACKROCK SENIOR INCOME SERIES III (OFFSHORE) LTD.
U.S. $49,900,000 Subordinated Notes
BlackRock Senior Income Series III (Offshore) Ltd., a Cayman Islands exempted company with limited liability (the "Issuer"), will issue
U.S. $49,900,000 Subordinated Notes due September 12, 2016 (the "Notes"). The Notes will be issued pursuant to an Indenture dated as
of September 19, 2006 (the "Indenture") between the Issuer and JPMorgan Chase Bank, National Association, a national banking
association (including any organization or entity succeeding to all or substantially all of the corporate trust business of JPMorgan Chase
Bank, National Association), as trustee (the "Trustee"). The Issuer will, pursuant to a subscription agreement (the "Income Notes
Subscription Agreement") between the Issuer and BlackRock Senior Income Series III plc, a limited liability public company
incorporated under the laws of Ireland (the "Income Notes Issuer"), commit to acquire U.S. $49,900,000 aggregate outstanding amount
of Income Notes (the "Underlying Income Notes") to be issued by the Income Notes Issuer. The date of the issuance of the Underlying
Income Notes to the Issuer is expected to occur on or about September 19, 2006 (the "Closing Date"). The Issuer will use the proceeds
of the Notes to fund the Issuer's acquisition of the Underlying Income Notes. The Notes will be secured primarily by the Underlying
Income Notes.
Subject to prior payment of certain other amounts as described herein under "Description of the Notes—General," payments on the Notes
will be made on the date one Business Day after any amounts are received on the Underlying Income Notes (each such date, a
"Distribution Date"). The Notes are subject to full mandatory redemption under the circumstances described herein under "Description
of the Notes—Mandatory Redemption." The Notes will not be rated.
Application will be made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC (the
"Prospectus Directive"), for this Offering Circular to be approved as a prospectus thereunder. This Offering Circular will constitute a
"Prospectus" for purposes of the Prospectus Directive. Such approval relates to the Notes which are to be admitted to trading on the
regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be
offered to the public in any Member State of the European Economic Area. Application will be made to the Irish Stock Exchange (the
"Irish Stock Exchange") for the Notes to be admitted to the Daily Official List (as defined herein) and trading on its regulated market.
No assurances can be given that the listing of the Notes on the Irish Stock Exchange will be obtained or, if obtained, maintained for the
entire period that the Notes are outstanding.
INITIAL OFFERING PRICE OF NOTES: 100%
See "Risk Factors" beginning on page 7 in this Offering Circular and "Risk Factors" beginning on page 22 in the Income Notes Offering
Circular (as defined herein) for a description of certain factors that should be considered in connection with an investment in the Notes.
The Underlying Income Notes are the sole source of payments on the Notes. Accordingly, holders of the Notes must rely solely on
amounts payable under or in respect of the Underlying Income Notes as a source for the payment on the Notes. The Issuer was
established solely to issue the Notes being offered pursuant to this Offering Circular and has no material assets other than the Underlying
Income Notes. The Notes do not represent an interest in or obligations of, and are not insured or guaranteed by, the Trustee, the Income
Notes Issuer, the Investment Manager, the Placement Agents, the Administrator or any of their respective affiliates or any other person or
entity.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND THE ISSUER HAS NOT BEEN AND
WILL BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"). THE NOTES ARE BEING OFFERED IN THE UNITED STATES TO PERSONS AND
OUTSIDE THE UNITED STATES TO U.S. PERSONS, IN EACH CASE, IN RELIANCE ON AN EXEMPTION PROVIDED BY
RULE 144A UNDER THE SECURITIES ACT, OR ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT, THAT, IN EACH CASE, ARE BOTH (A) "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR INSTITUTIONAL ACCREDITED INVESTORS MEETING THE
REQUIREMENTS OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND (B)
"QUALIFIED PURCHASERS" FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE LAW. THE NOTES ALSO ARE BEING OFFERED OUTSIDE THE UNITED
STATES TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THE NOTES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. SEE "TRANSFER AND OWNERSHIP
RESTRICTIONS."
The Notes are offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates and BlackRock Investments, Inc., an
affiliate of the Investment Manager (as defined herein) (collectively, the "Placement Agents"), subject to prior sale, when, as and if
issued. The Placement Agents reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is
expected that the Notes will be delivered, in the case of the Global Notes (each, a "Global Note"), through the facilities of The
Depository Trust Company ("DTC") and, in the case of the Certificated Notes (each, a "Certificated Note"), in the offices of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, against payment therefore in immediately available funds. It is a condition to the issuance
of the Notes that an equivalent amount of Underlying Income Notes be issued to the Issuer concurrently therewith.
Merrill Lynch & Co.
The date of this Offering Circular is September 19, 2006.