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

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Save as provided below with respect to the Class A1A Notes, Regulation S Notes of each Class are each represented on issue by beneficial interests in one or more global certificates of such Class (each a “Regulation S Global Note”) in fully registered form, without interest coupons or principal receipts, which were deposited on or about the Issue Date with Euroclear Bank N.V./S.A. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Save as provided below with respect to the Class A1A Notes, Rule 144A Notes of each Class are represented on issue by beneficial interests in one or more global certificates of such Class (each a “Rule 144A Global Note”), in fully registered form, without interest coupons or principal receipts, which were deposited on or about the Issue Date with a custodian for, and registered in the name of, The Depository Trust Company (“DTC”) or its nominee. Ownership interests in the Regulation S Global Notes and the Rule 144A Global Notes (together, the “Global Notes”) are shown on, and transfers thereof will only be effected through, records maintained by Euroclear, Clearstream, Luxembourg and DTC and their respective participants. Until and including the 40th day after the later of the commencement of the offering and the closing of the offering of the Notes (the “Distribution Compliance Period”), beneficial interests in a Regulation S Global Note may be held only through Euroclear or Clearstream, Luxembourg. Notes in definitive certificated form will be issued only in limited circumstances. See “Form of the Notes” and “Book Entry Clearance Procedures” below. The Class A1A Notes are represented by one or more registered notes in definitive form issued pursuant to, and in the circumstances specified in, the Class A1A Note Purchase Agreement and sold in reliance on Regulation S or Rule 144A, and substantially in the form as set out in the Trust Deed in the applicable Minimum Denominations and integral multiples in excess of the applicable Authorised Denomination. Except for the information contained in this Prospectus in the section headed “Description of the Collateral Manager”, the Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Collateral Manager accepts responsibility for the information contained in this Prospectus in the section headed “Description of the Collateral Manager” to the extent that it is correct to the best of its knowledge as at the Issue Date. To the best of the knowledge and belief of the Collateral Manager (the Collateral Manager having taken all reasonable care to ensure that such is the case), the information in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Collateral Manager does not accept any responsibility for the accuracy and completeness of any other information contained in this Prospectus nor otherwise for the structuring and operation of any arrangements relating to the Notes (save in its capacity as the Collateral Manager) referred to herein. Save, in the case of the Collateral Manager, for the section described immediately above in respect of the Collateral Manager, none of Dresdner Bank AG London Branch, in its capacity as arranger (the “Arranger”) and as initial purchaser of the Notes (the “Initial Purchaser”), the Trustee, the Collateral Manager, The Bank of New York (the “Initial Hedge Counterparty”), the Collateral Administrator, the Capital Commitment Registrar, the Liquidity Facility Provider, the Custodian, the Account Bank, the Paying Agents, the Registrar, the Transfer Agents, any Class A1A Noteholders or any Affiliate of any of them has separately verified the information contained in this Prospectus and accordingly none of the Arranger, the Initial Purchaser, the Trustee, the Collateral Manager, the Initial Hedge Counterparty, the Collateral Administrator, the Capital Commitment Registrar, the Liquidity Facility Provider, the Custodian, the Account Bank, the Paying Agents, the Registrar, the Transfer Agents, any Class A1A Noteholder or any Affiliate of any of them makes any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in this Prospectus or in any further information, notice or other document which may at any time be supplied in connection with the Notes or their distribution or accepts any responsibility or liability therefor. Each person receiving this Prospectus acknowledges that such person has not relied on the Arranger, the Initial Purchaser, the Trustee, the Collateral Manager, the Initial Hedge Counterparty, the Collateral Administrator, the Capital Commitment Registrar, the Liquidity Facility Provider, the Custodian, the Account Bank, the Paying Agents, the Registrar, the Transfer Agents, any Class A1A Noteholder or any Affiliate of any of them in connection with its investigation of the accuracy of such information or its investment decision. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Issuer and its own determination of the suitability of any such investment, 3
with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Initial Purchaser, or any Affiliate of the Initial Purchaser to subscribe for or purchase, any of the Notes in any jurisdiction to any person to whom it is unlawful to make such an offer or invitation in such jurisdiction. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. For a description of certain restrictions on offers and sales of Notes and the distribution and issue of this Prospectus and other documents, see “Plan of Distribution and Transfer Restrictions” below. In connection with the issue and sale of the Notes, no person is authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Initial Purchaser or Affiliates of the Initial Purchaser. The delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time subsequent to its date. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE NOTES CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, SEE “PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS”. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER NEW HAMPSHIRE REVISED STATUTES ANNOTATED, CHAPTER 421-B (“RSA 421-B”), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA-421 B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO UNITED KINGDOM INVESTORS WITHIN THE UNITED KINGDOM, THIS PROSPECTUS IS DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY EITHER AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5), OR AS HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, PARTNERSHIPS OR TRUSTEES IN ACCORDANCE WITH ARTICLE 49(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (TOGETHER, “EXEMPT PERSONS”). IT MAY NOT BE PASSED ON EXCEPT TO EXEMPT PERSONS OR OTHER PERSONS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 DOES NOT APPLY 4
Page 1: Gresham Capital CLO IV B.V. (a priv
Page 5 and 6: AUTHORITY (BUNDESANSTALT FÜR FINAN
Page 7 and 8: AVAILABLE INFORMATION To permit com
Page 9 and 10: SUMMARY This summary does not inclu
Page 11 and 12: e paid in accordance with the Prior
Page 13 and 14: Commitment Fee ....................
Page 15 and 16: provided that the Issuer has obtain
Page 17 and 18: Security for the Notes: ...........
Page 19 and 20: Overcollateralisation Ratio Test; (
Page 21 and 22: Liquidation of Collateral Debt Secu
Page 23 and 24: Class A1A Regulation S Notes and Cl
Page 25 and 26: The Trust Deed provides that the Is
Page 27 and 28: (a) take any corporate action or ot
Page 29 and 30: Notes will be made until principal
Page 31 and 32: the Issuer entered into the commitm
Page 33 and 34: elative to the high yield bond mark
Page 35 and 36: While the Issuer expects that the r
Page 37 and 38: Investment and Repayment of Payment
Page 39 and 40: In its capacity as Collateral Manag
Page 41 and 42: Termination Amount. The payment of
Page 43 and 44: available to them on subsequent pay
Page 45 and 46: Liability to Stamp Taxation and Oth
Page 47 and 48: the Issuer is party that is made in
Page 49 and 50: CONDITIONS OF THE NOTES The followi
Page 51 and 52: Account and the Sterling Principal
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Eligibility Criteria, an interest i
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of deposits in Sterling (for the av
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equire, a specific number thereof a
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“Class C Rule 144A Definitive Not
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“Class E Rule 144A Global Note”
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“Collection Accounts” means the
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Debt Security; provided always (I)
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(ii) if any Collateral Debt Securit
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acquisition thereof by the Issuer a
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prior to the Payment Date immediate
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Manager acting on behalf of the Iss
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including for the avoidance of doub
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Maturity Date and a security in res
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“Note Interest Rate” means, in
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(a) is a Business Day; (b) is or fa
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(c) in the case of a Hedge Counterp
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“Relevant Amount” in respect of
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counterparty has the regulatory cap
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“Sterling Interest Account” mea
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(h) any scheduled principal payment
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of the related Reference Obligation
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e represented by a Class A1A Rule 1
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(Application of Interest Proceeds b
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(W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
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(D) (E) (F) (G) (H) (I) (J) (K) (L)
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(AA) (BB) after taking account of t
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the extent of any Sterling payments
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contractual rights) or any of them
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the Management Agreement; (D) the I
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shall be deferred and shall, with e
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“Euro zone” means the region co
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(ii) shall be paid to the Class A1A
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(A) (B) (C) (D) (E) Senior Notes: I
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meet the Eligibility Criteria or, t
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E Note (other than any Class E Defe
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the sole Issuer Event of Default is
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(J) (K) (L) (M) (N) (O) (P) (Q) (R)
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each a “Basic Terms Modification
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any jurisdiction of a judgment alre
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(v) the Trustee has been fully inde
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USE OF PROCEEDS The net proceeds fr
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Meetings: The holder of each Global
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BOOK ENTRY CLEARANCE PROCEDURES The
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persons or entities that do not par
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RATING OF THE RATED NOTES It was a
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DESCRIPTION OF THE ISSUER General T
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Date between, inter alia, the Found
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practice, all members of the IPF an
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DESCRIPTION OF THE PORTFOLIO 1. Int
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estrictions as set out in the Colla
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(B) in the case of a Synthetic Secu
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(ix) no Collateral Debt Security wh
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Industry Categories Business Servic
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(ii) all Additional Collateral Debt
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(h) Unscheduled Principal Proceeds
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(ii) the aggregate Principal Balanc
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(B) Unscheduled Principal Proceeds
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In addition, for any date of determ
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all Euro Collateral Debt Securities
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specified benchmark rating level ba
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(g) Reinvestment OC Test The “Rei
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Affiliates of the Collateral Manage
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amount permitted from all Selling I
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Key Persons being convicted for fra
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Liquidity Facility Agreement DESCRI
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Sterling by the Issuer shall not ex
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Coverage Tests, Reinvestment OC Tes
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Portfolio (a) the information requi
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DESCRIPTION OF THE CLASS A1A NOTE P
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provide Drawings under the Class A1
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Investments having a maturity date
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The Issuer shall procure that on an
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TAX CONSIDERATIONS General The foll
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This summary is based on interpreta
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A U.S. Holder of a Senior Note will
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the first taxable year for which it
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any distributions in excess of such
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oker has been in existence) is deri
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Capital gains made on the sale or p
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Holders who may be liable to taxati
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ERISA CONSIDERATIONS The U.S. Emplo
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DEED, REQUIRED TO CERTIFY) WITH RES
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United States The Initial Purchaser
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or any other governmental authority
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to its purchase of Notes, to ask qu
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PLAN, UNLESS INVESTMENT DECISIONS A
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GENERAL INFORMATION 1. Clearing Sys
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INDEX OF DEFINED TERMS £ £.......
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Cumulative Sterling Realised Recove
Page 231 and 232:
Presentation Date..................
Page 233:
REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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