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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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e paid in accordance with the Priorities of Payment and may rank<br />

senior to payments in respect of the other Classes of Notes on a<br />

Payment Date.<br />

See “Summary of Terms—Priorities of Payment” and “Description<br />

of the Accounts—Collateral Enhancement Account” below.<br />

Ratings: ...................................................<br />

It was a condition of the issuance of the Notes that the respective<br />

Classes of Notes be assigned at least the following ratings:<br />

Senior Notes: “AAA” by Fitch and “AAA” by S&P.<br />

Class B Notes: “AA” by Fitch and “AA” by S&P.<br />

Class C Notes: “A” by Fitch and “A” by S&P.<br />

Class D Notes: “BBB” by Fitch and “BBB” by S&P.<br />

Class E Notes: “BB” by Fitch and “BB” by S&P.<br />

The Collateral Manager will request that Fitch and S&P each<br />

confirms its rating of the Senior Notes and each other Class of the<br />

Rated Notes within 30 days after the Target Date.<br />

Use of Proceeds: ......................................<br />

The net proceeds of the issue and offering of the Notes were<br />

applied by the Issuer as follows:<br />

(a) to fund or make provision for certain fees and expenses of the<br />

Issuer up to a maximum of €7,370,000;<br />

(b) to pay an up-front fee of €2,631,065 and any applicable VAT<br />

with respect thereto to the Collateral Manager on the Issue<br />

Date;<br />

(c) to pay the premium in respect of the Issuer entering into the<br />

Initial Hedge Agreement; and<br />

(d) any proceeds remaining were deposited by the Issuer into the<br />

Initial Proceeds Account for the purchase, together with any<br />

Drawing made under the Class A1A Note Purchase<br />

Agreement, of Collateral Debt Securities during the Ramp-Up<br />

Period subject to the conditions set out herein. See “Use of<br />

Proceeds” below.<br />

Class A1A Note Purchase Agreement: .....<br />

Drawings made under the Class A1A Note Purchase Agreement<br />

shall be used by the Issuer in the acquisition of Collateral Debt<br />

Securities during the Ramp-Up Period and the Reinvestment<br />

Period. Euro Drawings shall be used to purchase additional Euro<br />

Collateral Debt Securities and Non-Euro Collateral Debt Securities<br />

during the Ramp-Up Period and the Reinvestment Period and<br />

Sterling Drawings shall be used to purchase Sterling Collateral<br />

Debt Securities during the Ramp-Up Period and the Reinvestment<br />

Period.<br />

The maximum aggregate principal amount of the Note Purchase<br />

Facility is €75,000,000 or its Sterling equivalent converted at the<br />

Issue Date Spot Rate in the case of any amounts drawn in Sterling<br />

(the “Total Commitments”).<br />

Drawings made under the Class A1A Note Purchase Agreement<br />

may be repaid on dates other than Payment Dates. Any Break<br />

Costs which will be calculated pursuant to the Class A1A Note<br />

12

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