Attentus CDO I Offering Circular - Irish Stock Exchange

More documents

Recommendations

Info

Trustee as custodian for, and registered in the name of, DTC (or its nominee) and deposited with or on behalf of DTC initially for the accounts of Euroclear and/or Clearstream, Luxembourg. Interests in the Regulation S Global Subordinated Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its Participants and indirect Participants (including, without limitation, Euroclear and/or Clearstream, Luxembourg). The Regulation S Global Subordinated Notes and the Global Senior Notes are collectively referred to herein as the “Global Notes.” Under certain limited circumstances described herein, definitive registered Subordinated Notes may be issued in exchange for Regulation S Global Subordinated Notes. No Subordinated Notes (or any interest therein) may be transferred to a transferee acquiring an interest in Restricted Subordinated Notes except (a) to a Qualified Purchaser that is also (i) a Qualified Institutional Buyer, purchasing for its own account, to whom notice is given that the resale, pledge or other transfer is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or (ii) an Accredited Investor, purchasing for its own account, to whom notice is given that the transfer is being made in reliance on an exemption from Securities Act registration (subject to the delivery of such certifications, legal opinions or other information as the Issuer may reasonably require to confirm that such transfer of such Notes is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act), (b) (i) to a transferee that is not (A) an “employee benefit plan” as defined in Section 3(3) ERISA, whether or not subject to ERISA, including, without limitation, foreign, church and governmental plans, (B) a “plan” described in Section 4975(e)(1) of the Code, (C) an entity whose underlying assets would be deemed to include “plan assets” by reason of the investment by an employee benefit plan or other plan in the entity within the meaning of 29 C.F.R. Section 2510.3- 101 or otherwise (each of the foregoing a “Benefit Plan Investor”) or (D) the Issuer, the Initial Purchaser, the Collateral Manager or any other person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Issuer or a person who provides investment advice for a fee (direct or indirect) with respect to the assets of the Issuer, or any “affiliate” (as defined in 29 C.F.R. Section 2510.3-101(f)(3)) of any such person (any such person, a “Controlling Person”) or (ii) to a transferee that is a Benefit Plan Investor or Controlling Person, if such transfer will not result in either (A) Benefit Plan Investors owning 25% or more of the Subordinated Notes (including the Subordinated Note Component of any Combination Note and the Regulation S Subordinated Notes acquired on the Closing Date by certain plans (“Permitted Plans”) that obtained the prior written consent of the Issuer) or (B) a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the 19
case of a governmental, foreign or church plan, any substantially similar federal, state, foreign or local law) and (c) if such transfer is made in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. No Subordinated Notes (or any interest therein) may be transferred to a transferee acquiring an interest in Regulation S Subordinated Notes except (a) to a transferee that is acquiring such interest in an offshore transaction (within the meaning of Regulation S) in accordance with Rule 904 of Regulation S, (b) to a transferee that is not a U.S. Person, (c) to a transferee that is not a Benefit Plan Investor or a Controlling Person, (d) if such transfer is made in compliance with the certification, if any, and other requirements set forth in the Issuer Charter and the Indenture and (e) if such transfer is made in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. No Subordinated Notes (or any interest therein) may be transferred, and neither the Trustee nor the Issuer will recognize any such transfer, unless (a) such transfer is made in a manner exempt from registration under the Securities Act, (b) such transfer is made in denominations greater than or equal to the minimum principal amount of Subordinated Notes permitted pursuant to the Indenture, (c) such transfer would not have the effect of requiring the Issuer or the Collateral to register as an investment company under the Investment Company Act, (d) the transferee is able to make all applicable representations, and deliver all applicable certifications, if any, required by the Issuer Charter and the Indenture and (e) the transferee provides to the Trustee all information required pursuant to the terms of the Indenture. See “Description of the Subordinated Notes—Form, Denomination and Registration,” “—Transfer and <strong>Exchange</strong>” and “Transfer Restrictions.” The Indenture provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any beneficial owner of a Subordinated Note (i) is not a person or entity that acquired such interest in a transaction that was made in accordance with the terms of Regulation S and (ii) is not a Qualified Purchaser that is also (A) a Qualified Institutional Buyer or (B) an Accredited Investor, then the Issuer may require, by notice to such Holder, that such Holder sell all of its right, title and interest to such Subordinated Note (or interest therein) to a Person that is a Qualified Purchaser and either a Qualified Institutional Buyer or an Accredited Investor, with such sale to be effected within 30 days after notice of such sale requirement is given; provided, that any such transfer to an Accredited Investor that is not also a Qualified Institutional Buyer shall be subject to the delivery of such certifications, legal opinions or other information as the Issuer may reasonably require to confirm that such transfer of Restricted Subordinated Notes is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If such beneficial 20
Page 1 and 2: OFFERING CIRCULAR Attentus CDO I, L
Page 3 and 4: (other than the Class A-1 Notes) in
Page 5 and 6: DELIVERY OF THIS OFFERING CIRCULAR
Page 7 and 8: UNITED STATES PRIMARILY FOR THE BEN
Page 9 and 10: as defined in Regulation S under th
Page 11 and 12: DOLLAR EQUIVALENT OF AT LEAST A$500
Page 13 and 14: VARY DEPENDING ON THE RELEVANT JURI
Page 15 and 16: ____________________ NOTICE TO RESI
Page 23 and 24: obtained from the Trustee. It is no
Page 25 and 26: TABLE OF CONTENTS (continued) Page
Page 27 and 28: The Class A-1 Notes, the Class A-2
Page 29 and 30: The Issuer will not have any materi
Page 31 and 32: payable on such next succeeding Bus
Page 33 and 34: the Offered Notes.” Additionally,
Page 35 and 36: Mandatory Redemption of Senior Note
Page 37 and 38: “Description of the Offered Notes
Page 39 and 40: Entities for which the primary expe
Page 41 and 42: Form, Registration and Transfer of
Page 43: nonexempt prohibited transaction un
Page 47 and 48: No Combination Note (or any interes
Page 49 and 50: ERISA Matters: See “Certain ERISA
Page 51 and 52: Class and that remain outstanding h
Page 53 and 54: greater than the liquidation value
Page 55 and 56: As a general matter, in the case of
Page 57 and 58: of performing the Coverage Tests, a
Page 59 and 60: Backed Securities” and similar ri
Page 61 and 62: among other things, a substantial r
Page 63 and 64: Indenture intended to ensure that s
Page 65 and 66: Debentures and Trust Preferred Secu
Page 67 and 68: should arise in any manner, the Col
Page 69 and 70: Investment Company Act. None of the
Page 71 and 72: approximately equal to the market p
Page 73 and 74: Interest Rate Risk. The Senior Note
Page 75 and 76: Changes in Tax Law; Withholding on
Page 77 and 78: In January 2003, the Financial Acco
Page 79 and 80: verification purposes, an applicati
Page 81 and 82: Any interest on the Class C-2 Notes
Page 83 and 84: Calculation Agent by reference to r
Page 85 and 86: Class C-1 Notes, fifth, the Class C
Page 87 and 88: in its payment obligations thereund
Page 89 and 90: “Reg Y Institution” means any H
Page 91 and 92: Payments Payments in respect of pri
Page 93 and 94: (5) to the payment of accrued and u
Page 95 and 96:
Notes has been paid in full; provid
Page 97 and 98:
On the first Distribution Date, if
Page 99 and 100:
new security or package of securiti
Page 101 and 102:
that if any such date would otherwi
Page 103 and 104:
to be equal to 50% of the outstandi
Page 105 and 106:
“Tangible Net Worth Test” means
Page 107 and 108:
The Class D Overcollateralization T
Page 109 and 110:
If the calculation of the Class A/B
Page 111 and 112:
Notes and the registration of trans
Page 113 and 114:
DTC notifies the Issuer that it is
Page 115 and 116:
Plan Investors owning 25% or more o
Page 117 and 118:
(iii) In addition, no Reg Y Institu
Page 119 and 120:
(x) DTC has advised the Co-Issuers
Page 121 and 122:
or clause (ii) above under “Event
Page 123 and 124:
obligations under any instrument in
Page 125 and 126:
Counterparty that such Hedge Counte
Page 127 and 128:
trust executed in connection with t
Page 129 and 130:
Until such time as a Holder of a Co
Page 131 and 132:
confirmation, together with any con
Page 133 and 134:
Maples Finance Limited will act as
Page 135 and 136:
of withdrawal to the Company Announ
Page 137 and 138:
(iii) (iv) (v) (vi) (vii) (viii) (i
Page 139 and 140:
The Portfolio It is expected that o
Page 141 and 142:
Prior to the termination of any Ext
Page 143 and 144:
amount equal to the aggregate Princ
Page 145 and 146:
following such merger, consolidatio
Page 147 and 148:
securities) initially issued after
Page 149 and 150:
Certain Covenants If (i) there has
Page 151 and 152:
Because the Issuer may own less tha
Page 153 and 154:
maturity of any Senior Indebtedness
Page 155 and 156:
The Collateral Manager shall prompt
Page 157 and 158:
(iii) establishing recovery floors
Page 159 and 160:
Moody's Rating Moody's Rating Facto
Page 161 and 162:
Weighted Average Life Test. “Weig
Page 163 and 164:
“B3”; (3) has received a long-t
Page 165 and 166:
(xvi) if such Additional Collateral
Page 167 and 168:
non-public or otherwise might prohi
Page 169 and 170:
February 24, 2006 among, inter alia
Page 171 and 172:
(or shall not have a long-term or s
Page 173 and 174:
The obligations of the Issuer under
Page 175 and 176:
in its capacity as a banking instit
Page 177 and 178:
Account prior to the release of the
Page 179 and 180:
Institutions Group at Morgan Stanle
Page 181 and 182:
expense of the Co-Issuers under the
Page 183 and 184:
The Collateral Manager may resign u
Page 185 and 186:
Conflicts of Interest The Collatera
Page 187 and 188:
equal to the shortfall will be defe
Page 189 and 190:
purposes, and if the entity has tax
Page 191 and 192:
U.S. Holder and stating that the No
Page 193 and 194:
eporting requirement which may appl
Page 195 and 196:
persons or the fiduciaries of the B
Page 197 and 198:
LIMITATION, FOREIGN AND GOVERNMENTA
Page 199 and 200:
CLOSING DATE BY PERMITTED PLANS) (D
Page 201 and 202:
that the Initial Purchaser reasonab
Page 203 and 204:
clauses (i)-(iii) above. In certain
Page 205 and 206:
(ii) a transferee acquiring an inte
Page 207 and 208:
of Regulation S Class E Notes (othe
Page 209 and 210:
INTEREST HEREIN WAS IN BREACH, AT T
Page 211 and 212:
PROVIDE WRITTEN NOTICE OF THE TRANS
Page 213 and 214:
Securities and Exchange Commission
Page 215 and 216:
investment is consistent with any a
Page 217 and 218:
BUYER OR (2) AN ACCREDITED INVESTOR
Page 219 and 220:
CODE (OR, IN THE CASE OF A GOVERNME
Page 221 and 222:
The initial purchaser of Subordinat
Page 223 and 224:
VOID AB INITIO, AND WILL NOT OPERAT
Page 225 and 226:
LISTING AND GENERAL INFORMATION 1.
Page 227 and 228:
LEGAL MATTERS Certain United States
Page 229 and 230:
Class C-1 Deferred Interest........
Page 231 and 232:
Global Senior Notes................
Page 233 and 234:
Real Estate Entities ..............
Page 235 and 236:
Trust Preferred Securities Issuer..
show all

Attentus CDO I Offering Circular - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?