Attentus CDO I Offering Circular - Irish Stock Exchange

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Neither the Collateral Manager nor any of its affiliates makes any representation or warranty as to, or has independently verified or assumes any responsibility for, the accuracy and completeness of the information contained herein other than the information appearing in the sections entitled “The Collateral Manager” or “Risk Factors—Conflicts of Interest Involving the Collateral Manager.” The Collateral Manager disclaims any obligation to update such information and does not intend to do so. Neither the Hedge Counterparties nor any of their respective affiliates makes any representation or warranty as to, has independently verified or assumes any responsibility for, the accuracy and completeness of the information contained herein. Each Hedge Counterparty disclaims any obligation to update any information herein and does not intend to do so. Nothing contained in this Offering Circular is or should be relied upon as a promise or representation as to future results or events. The Trustee has not participated in the preparation of this Offering Circular and assumes no responsibility for its contents. This Offering Circular contains summaries of certain documents and of the terms of the Collateral Debt Securities. The summaries do not purport to be complete, contain generalizations and are qualified in their entirety by reference to such documents, copies of which will be made available to offerees upon request. Requests and inquiries regarding this Offering Circular or such documents should be directed to Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, Attention: The CDO Group. The Co-Issuers will make available to any offeree of the Offered Notes, prior to the issuance thereof, the opportunity to ask questions of and to receive answers from the Co-Issuers or a person acting on their behalf concerning the terms and conditions of the Offering, the Co-Issuers or any other relevant matters and to obtain any additional information to the extent the Co-Issuers possess such information or can obtain it without unreasonable expense. Each purchaser of an Offered Note offered or sold in the United States or to a U.S. Person will be required (or, in certain circumstances relating to the offer and a sale of a Senior Note, deemed) to represent to the Issuer, the Co-Issuer (in the case of a Senior Note other than a Class E Note), the Trustee and the Initial Purchaser that it is a “qualified purchaser,” as such term is defined for purposes of Section 3(c)(7) of the Investment Company Act (each, a “Qualified Purchaser”) that is either (a) a qualified institutional buyer, as defined in Rule 144A under the Securities Act (each, 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 (b) in the case of an initial purchaser of a Senior Note, an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (each, an “Institutional Accredited Investor”) or in the case of a purchaser of a Subordinated Note, an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act (each, an “Accredited Investor”). Each purchaser of an Offered Note offered and sold in reliance on Regulation S will be required (or, in certain circumstances be deemed) to represent to the Issuer, the Co-Issuer (in the case of a Senior Note other than a Class E Note), the Trustee and the Initial Purchaser that it is not a U.S. Person, as such term is defined in Regulation S (a “U.S. Person”), and is acquiring the Offered Note in an offshore transaction in accordance with Regulation S, for its own account and not for the account or benefit of a U.S. Person. Each purchaser of an Offered Note will also be required (or, in certain circumstances, be deemed) to acknowledge that the Offered Notes have not been and will not be registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (a) to (i) a Qualified Purchaser that the transferor reasonably believes is (1) 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 Securities Act registration provided by Rule 144A, or, in the case of the Subordinated Notes, (2) 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 the registration requirements of the Securities Act (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), or (ii) a person that is not a “U.S. person” viii
as defined in Regulation S under the Securities Act, and is acquiring the Offered Notes in reliance on the exemption from registration provided by Regulation S thereunder, (b) in compliance with the certification, if any, and other requirements set forth in the Indenture and (c) in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. For a description of these and certain other restrictions on offers and sales of the Offered Notes and distribution of this Offering Circular, see “Transfer Restrictions.” Although the Initial Purchaser may from time to time make a market in any Class of Notes, the Initial Purchaser is under no obligation to do so. In the event that the Initial Purchaser commences any marketmaking, the Initial Purchaser may discontinue such market-making at any time. There can be no assurance that a secondary market for any Class of Notes will develop, or if a secondary market does develop, that it will provide the Holders of such Class of Notes with liquidity of investment or that it will continue for the life of such Class of Notes. ____________________ THIS OFFERING CIRCULAR IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON ALONE AS THE BASIS FOR AN INVESTMENT DECISION. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CO-ISSUERS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED AND MUST NOT RELY UPON INFORMATION PROVIDED BY OR STATEMENTS MADE BY THE INITIAL PURCHASER, THE COLLATERAL MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN OFFERED NOTES FOR AN INDEFINITE PERIOD OF TIME. NONE OF THE ISSUER, THE CO-ISSUER, THE COLLATERAL MANAGER, THE INITIAL PURCHASER OR THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF OFFERED NOTES REGARDING THE LEGALITY OF INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS OR REGULATIONS OR THE PROPER CLASSIFICATION OF SUCH AN INVESTMENT THEREUNDER. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL, ACCOUNTING, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, ACCOUNTANT, BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL, ACCOUNTING, BUSINESS AND TAX ADVICE. ____________________ In this Offering Circular, references to “U.S. Dollars,” “Dollars” and “U.S.$” are to United States dollars. ____________________ This Offering Circular constitutes a prospectus (the “Prospectus”) for the purposes of Directive 2003/71/EC (the “Prospectus Directive”). References throughout this document to the “Offering Circular” shall be taken to read “Prospectus” for such purpose. Application has been made to the Irish Financial Services Regulatory Authority (the “Financial Regulator in Ireland”), as competent authority under the Prospectus Directive, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Offered Notes to be admitted to the Official List and to trading on its regulated market. There can be no assurance that such admission will be granted. No application will be made to list the Notes on any other stock exchange. ix
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: UNITED STATES PRIMARILY FOR THE BEN
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 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 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
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(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..
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Attentus CDO I Offering Circular - Irish Stock Exchange

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