Untitled - Irish Stock Exchange

BlackRock Senior Income Series III plc
BlackRock Senior Income Series III Corp.
U.S.$8,600,000 Class B Second Senior Secured Notes due September 12, 2016
U.S.$9,900,000 Class C Senior Subordinated Secured Notes due September 12, 2016
U.S.$16,400,000 Class D Subordinated Secured Notes due September 12, 2016
U.S.$5,300,000 Class E Junior Subordinated Secured Notes due September 12, 2016
U.S.$51,900,000 Income Notes due September 12, 2016
BlackRock Senior Income Series III plc, a limited liability public company organized and existing under the laws of the Republic of Ireland
(the "Issuer") and BlackRock Senior Income Series III Corp., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the
"Issuers") will issue $8.6 million of Class B Second Senior Secured Floating Rate Notes due September 12, 2016 (the "Class B Notes"), $9.9
million of Class C Senior Subordinated Secured Floating Rate Notes due September 12, 2016 (the "Class C Notes"), $16.4 million of Class D
Subordinated Secured Floating Rate Notes due September 12, 2016 (the "Class D Notes") and $5.3 million of Class E Junior Subordinated
Secured Floating Rate Notes due September 12, 2016 (the "Class E Notes" and, together with the Class B Notes, the Class C Notes and the
Class D Notes, the "Rated Notes"). The Issuer will also issue $51.9 million of Income Notes due September 12, 2016 (the "Income Notes"
and, together with the Rated Notes, the "Subordinated Indebtedness" or the "Notes"). The Notes will be issued pursuant to an Indenture (the
"Indenture") to be dated on or about September 19, 2006 (the "Closing Date"), among the Issuers 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").
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 only to the Rated Notes and the Income Notes which are to be
admitted to trading on the regulated market of the Irish Stock Exchange Limited (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 for the Rated Notes and the Income 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 Rated Notes or the Income Notes on the
Irish Stock Exchange will be obtained or, if obtained, maintained for the entire period that the Rated Notes and the Income Notes are
outstanding.
See "Risk Factors" beginning on page 22 herein for a discussion of certain factors that should be considered in evaluating an
investment in the Notes.
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 NEITHER OF THE ISSUERS HAS BEEN OR
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, SOLELY IN THE CASE OF INCOME NOTES, 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, SOLELY IN THE CASE OF INCOME NOTES, 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. FOR A
DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFERS OF THE NOTES, SEE "PLAN OF DISTRIBUTION" AND
"TRANSFER RESTRICTIONS." PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES
MAY BE RELYING ON THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A OR
SECTION 4(2) OR REGULATION S. EACH PURCHASER OF NOTES OFFERED HEREBY IN MAKING ITS PURCHASE WILL BE
DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH UNDER
"TRANSFER RESTRICTIONS." IN ADDITION, THE NOTES ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFERABILITY AS DESCRIBED HEREIN. SEE "TRANSFER RESTRICTIONS."
The Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are offered by Merrill Lynch, Pierce, Fenner & Smith
Incorporated and its affiliates (in such capacity, together with such affiliates, the "Initial Purchaser"), from time to time in individually
negotiated transactions at varying prices to be determined at the time of sale, subject to prior sale, when, as and if issued. Sales of the Rated
Notes to purchasers in the United States will be made through Merrill Lynch, Pierce, Fenner & Smith Incorporated. The Initial Purchaser
reserves the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. The Income Notes are sold directly by the
Issuer to the purchasers thereof, subject to prior sale, when, as and if delivered, and subject to certain other conditions. The Issuer reserves 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 on or
about the Closing Date, in the case of the Rated Notes, through the facilities of The Depository Trust Company ("DTC") and, in the case of the
Income Notes, in the offices of Merrill Lynch, Pierce, Fenner & Smith Incorporated, against payment therefor in immediately available funds.
Merrill Lynch & Co.
The date of this Offering Circular is September 19, 2006.