Gresham Capital CLO IV B.V. - Irish Stock Exchange
Gresham Capital CLO IV B.V. - Irish Stock Exchange
Gresham Capital CLO IV B.V. - Irish Stock Exchange
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
DESCRIPTION OF THE HEDGE ARRANGEMENTS<br />
The following is a summary of the principal terms of the hedging arrangements entered into by the Issuer<br />
on the Issue Date. The following is a summary only and should not be relied upon as an exhaustive description<br />
of the detailed provisions of such documents (copies of which are available from the specified offices of the<br />
<strong>Irish</strong> Listing Agent and any Transfer Agent).<br />
Hedge Agreements<br />
On or about the Issue Date, the Issuer entered into Sterling call options (the “Initial Hedge Agreement”<br />
and together with any subsequent hedge agreements being a “Hedge Agreement”)) with the Initial Hedge<br />
Counterparty. Subsequent hedging transactions may be entered into with any other person (each, including the<br />
Initial Hedge Counterparty, a “Hedge Counterparty”), provided that any Hedge Counterparty has the<br />
regulatory capacity to enter into derivatives transactions with Dutch residents. Each Hedge Counterparty (a<br />
guarantor of its obligations) will have to have a short term debt rating of “F1” by Fitch and “A-1+” by S&P and<br />
a long term debt rating of “A+” by Fitch.<br />
The Initial Hedge Agreement is documented under a 1992 Master Agreement (Multicurrency—Cross<br />
Border) in the form published by the International Swaps and Derivatives Association, Inc. (“ISDA”).<br />
Transactions entered into under a Hedge Agreement are documented in confirmations to such Hedge<br />
Agreement. Each transaction will be evidenced by a confirmation entered into pursuant to a Hedge Agreement<br />
(each a “Hedge Transactions”).<br />
The Initial Hedge Agreement is governed by English law.<br />
Initial Hedge Transactions<br />
On the Issue Date, the Issuer acquired Sterling call options. The Issuer may from time to time enter into<br />
interest rate or currency swap transactions, in each case subject to the Issuer having obtained prior Rating<br />
Agency Confirmation unless such transactions are Form-Approved Hedges.<br />
Upon the exercise by the Collateral Manager of all or part of the Sterling call options as set out in the<br />
Collateral Management Agreement, the Collateral Manager shall use the Sterling amounts received, either (a) to<br />
repay Sterling Drawings as set out in the Class A1A Note Purchase Agreement; or (b) as part of the Sterling<br />
Interest Proceeds or Sterling Principal Proceeds to be applied in accordance with the Priorities of Payment on a<br />
Payment Date.<br />
Asset Swap Transactions<br />
The Issuer may enter into Asset Swap Transactions to hedge payments to be received pursuant to Non-Euro<br />
Collateral Debt Security and the Issuer shall be required to obtain Rating Agency Confirmation with respect to<br />
each new Asset Swap Transaction unless such Asset Swap Transaction is a Form-Approved Hedge.<br />
Standard Terms of Hedge Agreements<br />
Each Hedge Agreement shall contain the standard terms required by the Rating Agencies for the type of<br />
transaction described in this Prospectus including limited recourse and non-petition language and provisions in<br />
the event of a downgrade of the Hedge Counterparties. Each new Hedge Agreement shall, unless it is a Form-<br />
Approved Hedge, be the subject of Rating Agency Confirmation at the time it is entered into by the Issuer.<br />
189