Attentus CDO I Offering Circular - Irish Stock Exchange

More documents

Recommendations

Info

Notes consent thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid; (iii) either (a) the Collateral Manager certifies that the highest bid(s) would result in the sale of all of the Collateral Debt Securities (or the related subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which, together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the initial principal amount of the Subordinated Notes, minus (B) the aggregate amount of all cash distributions made to the Holders of the Subordinated Notes on or prior to the relevant Auction Date and (2) zero (the “Auction Call Redemption Amount”) or (b) if the highest bid(s) would not result in the sale of all of the Collateral Debt Securities (or the related subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which, together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), would be at least equal to the Auction Call Redemption Amount, (1) Holders of a Majority of the Aggregate Outstanding Principal Amount of the Subordinated Notes and Holders of a Majority of the Aggregate Outstanding Principal Amount of any Class of Senior Notes, if any, that would not be entitled to receive 100% of the applicable Redemption Price as a result of such Auction Call Redemption (or, if the Class A-1 Notes would not be entitled to receive 100% of the applicable Redemption Price as a result of such Auction Call Redemption, Holders of 100% of the Aggregate Outstanding Principal Amount of such Class) consents to the completion of such Auction and (2) the Collateral Manager certifies that the highest bid(s) would result in the sale of all of the Collateral Debt Securities (or the related subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which, together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), will be at least equal to the Total Senior Redemption Amount minus the Aggregate Outstanding Principal Amount of each Class with respect to which a consent has been received by the Issuer in accordance with clause (1) above; and (iv) subject to the proviso in paragraph (ii) above, the highest Qualified Bidder(s) enter(s) into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth above and in the Indenture are satisfied which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each subpool) to purchase all of the Collateral Debt Securities (or the relevant subpool) and provides for payment in full (in cash) of the purchase price to the Trustee on or prior to the sixth Business Day following the relevant Auction Date. Provided that all of the conditions set forth in paragraphs (i) through (iv) have been met, the Collateral Manager will sell and transfer, or will instruct the Trustee to sell and transfer, all of the Collateral Debt Securities (or the related subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee will deposit the purchase price for the Collateral Debt Securities in the Collection Accounts. The Senior Notes and, to the extent funds are available therefor, the Subordinated Notes, shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, the “Auction Call Redemption”) in accordance with the Priority of Payments. If any of the foregoing conditions is not met with respect to any Auction or if the highest bidder (or the highest bidder for any subpool, as the case may be) fails to pay the purchase price before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provided in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default 61
in its payment obligations thereunder, (a) no Auction Call Redemption shall occur on the Distribution Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of the withdrawal, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction, and (d) unless the Senior Notes are redeemed in full prior to the next succeeding Auction Date, the Collateral Manager shall conduct another Auction on the next succeeding Auction Date. Optional Redemption and Tax Redemption Subject to certain conditions set forth in the Indenture and described herein, the Holders of a Majority of the Subordinated Notes may cause the Issuer to redeem the Notes (such redemption, an “Optional Redemption”), at the applicable Redemption Price therefor (exclusive of installments of principal and interest due on or prior to such date, provided payment of which shall have been made or duly provided for, to the Holders of the Notes as provided in the Indenture) on any Distribution Date; provided, that no such Optional Redemption may be effected prior to the Distribution Date occurring in May 2010. Notwithstanding the above, but subject to the following paragraph, no Optional Redemption may be effected unless proceeds from the sale of Collateral, together with all cash and Eligible Investments maturing on or prior to the scheduled Redemption Date credited to the Interest Collection Account, the Principal Collection Account, the Expense Account, the Discretionary Interest Shortfall Reserve Account and the Payment Account on the relevant Distribution Date, equal or exceed the aggregate amount necessary to pay all amounts (including fees and expenses incurred by the Trustee and the Collateral Manager in connection with such sale) due and payable by the Co-Issuers under the Priority of Payments prior to the payment of the Senior Notes (without giving effect to paragraph (2)(c) “Priority of Payments—Interest Proceeds”) to pay any accrued and unpaid amounts (including any termination payments), if any, payable by the Issuer pursuant to the Hedge Agreements, to pay fees and expenses incurred by the Trustee and the Collateral Manager in connection with any sale of the Collateral Debt Securities and to redeem the Senior Notes on the scheduled Redemption Date at the applicable Redemption Price therefor, together with all accrued interest to the date of redemption (such aggregate amount, the “Total Senior Redemption Amount”). Notwithstanding anything contained herein to the contrary, the Holders of a Majority of the Subordinated Notes may cause an Optional Redemption if proceeds from the sale of the Collateral, together with all cash and Eligible Investments maturing on or prior to the scheduled Redemption Date credited to the Interest Collection Account, the Principal Collection Account, the Expense Account, the Discretionary Interest Shortfall Reserve Account and the Payment Account on the relevant Distribution Date are insufficient to redeem the Senior Notes on the scheduled Redemption Date at the applicable Redemption Price therefor, if Holders of a Majority of the Aggregate Outstanding Principal Amount of any Class of Senior Notes that would not be entitled to receive 100% of the applicable Redemption Price as a result of such Optional Redemption (or, if the Class A-1 Notes would not be entitled to receive 100% of the applicable Redemption Price as a result of such Optional Redemption, Holders of 100% of the Aggregate Outstanding Principal Amount of such Class) consents to such Optional Redemption. In addition, upon the occurrence of any Tax Event with respect to which the Tax Materiality Condition is satisfied, the Issuer may redeem the Notes (such redemption, a “Tax Redemption”) on any Distribution Date at the applicable Redemption Price therefore at the written direction of the Holders of a Majority of the Subordinated Notes or a Majority of the most subordinate Class of Senior Notes then outstanding (such Class, the “Affected Class”; provided, that in the event the aggregate amount of funds 62
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 17 and 18:
____________________ NOTICE TO RESI
Page 19 and 20:
____________________ NOTICE TO RESI
Page 21 and 22:
____________________ 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 and 44: nonexempt prohibited transaction un
Page 45 and 46: case of a governmental, foreign or
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: Class C-1 Notes, fifth, the Class C
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?