Attentus CDO I Offering Circular - Irish Stock Exchange

the Holders of equity interests in a Noteholder. In addition, this summary is generally limited to investors
that will hold the Notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue
Code of 1986, as amended (the “Code”). Investors should consult their own tax advisors to determine the
United States federal, state, local and other tax consequences of the purchase, ownership and disposition
of the Securities.
As used herein, “U.S. Holder” or “Holder” means a beneficial Holder of a Note that is an
individual citizen or resident of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States (except, in the case of a partnership, to the extent
provided in the regulations) or an estate or trust treated as a “United States Person” within the meaning of
Section 7701(a)(30)(D) and (E) of the Code, respectively. “Non-U.S. Holder” means any Holder that is
not a U.S. Holder.
U.S. Federal Income Tax Consequences to the Issuer
Upon the issuance of the Notes, Thacher Proffitt & Wood LLP, special U.S. tax counsel to the
Issuer, will deliver an opinion generally to the effect that under current law, and assuming compliance
with the Indenture (and certain other documents) and based on certain factual representations made by the
Issuer and the Initial Purchaser, although the matter is not free from doubt, the Issuer’s contemplated
activities will not cause it to be engaged in the conduct of a trade or business in the United States.
Accordingly, the Issuer does not expect to be subject to net income taxation in the United States.
Prospective investors should be aware that opinions of counsel are not binding on the IRS and there can
be no absolute assurance that the IRS will not seek to treat the Issuer as engaged in a U.S. trade or
business. If the IRS were to successfully characterize the Issuer as engaged in such a business, among
other consequences, the Issuer would be subject to net income taxation in the United States (as well as the
branch profits tax) on its income. The levying of such taxes would materially affect the Issuer’s financial
ability to pay principal and interest on the Notes.
The Issuer intends to acquire Collateral Debt Securities the interest on which, and any gain from
the sale or disposition thereof (other than with respect to a Senior Secured Loan that is subject to
foreclosure and transferred to a subsidiary, if any, as described below), is expected not to be subject to
withholding tax (or net income tax) imposed by the United States or other countries (unless subject to
being “grossed up”). The Issuer will not, however, make any independent investigation of the
circumstances surrounding the issuance of the individual assets comprising the Collateral Debt Securities
and thus there can be no absolute assurance that in every case payments will be received free of taxes
imposed by the United States or other countries.
It is not expected that the Issuer will derive material amounts of any other items of income that
would be subject to United States withholding taxes.
In the event that a Senior Secured Loan becomes 30 days delinquent and such Senior Secured
Loan is, as evidenced by an Opinion of Counsel, a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code, the Issuer shall make a REMIC election with respect to such Real Estate Loan, as
set forth in the Indenture. In addition, to the extent that any Senior Secured Loan (with respect to which a
REMIC election has not been made) (i) becomes subject to foreclosure and is not sold pursuant to the
provisions described in “Security for the Senior Notes—Disposition of Collateral Debt Securities,” and
(ii) the foreclosure upon which will result in the Issuer taking possession of real property located in the
United States, such Senior Secured Loan will be deposited by the Issuer into a newly formed, wholly
owned subsidiary and the equity interests in such entity will be held by the Issuer as a Collateral Debt
Security. In the event of such a transfer and the receipt of property by such entity, it is possible that such
entity could be treated as engaged in a trade or business in the United States for federal income tax
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