ROCKALL CLO B.V. - Irish Stock Exchange

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VF-1 Senior Secured Variable Funding Notes Types and Ranks of Indebtedness Intercreditor Arrangements obligor and industry concentration levels of such assets comprising Issuer Investments, as determined in accordance with the Market Valuation Manual. In addition, the Class A Notes will have additional credit enhancement in the form of the subordination of the Class B Notes, the Class C Notes, the Class D Notes and the Class E Subordinated Notes while the Class B Notes will have additional credit enhancement in the form of the subordination of the Class C Notes, the Class D Notes and the Class E Subordinated Notes, the Class C Notes will have additional credit enhancement in the form of the subordination of Class D Notes and the Class E Subordinated Notes, the Class D Notes will have additional credit enhancement in the form of the subordination of the Class E Subordinated Notes. There can be no assurance that the subordination mentioned in this paragraph will remain unchanged during the life of the Notes, nor that the credit enhancement in the form of over-collateralisation mentioned above will not be removed in the future following a decline in the Market Value of the Issuer’s investments. (See the section of this Offering Circular headed “Risk Factors – Removal of Credit Enhancement"). The Issuer will also fund itself through the issue of variable funding notes (the "VF-1 Notes") in accordance with the Master Trust Deed and a trust instrument supplemental thereto constituting the VF-1 Notes (the Master Trust Deed and such supplemental trust instrument being, together, the "VF-1 Instrument"). Pursuant to the VF-1 Instrument, each VF-1 Noteholder will commit to advance funds (each such advance, a "COF Advance" or an "Interbank Advance", and each an "Advance"), as set out in the VF-1 Instrument, to the Issuer in Euro or an Optional Currency (as defined in the section of this Offering Circular headed "Description of the Terms and Conditions of the VF-1 Notes"), in an aggregate principal amount of up to the equivalent of €408,250,000. Each Advance under the VF-1 Notes will be applied by the Issuer (or the Collateral Manager on the Issuer's behalf), in the acquisition of Issuer Investments or in order to pay any interest outstanding on the Notes or to pay Additional Interest. The VF-1 Noteholders must also satisfy certain ratings criteria. If any VF-1 Noteholder fails to satisfy the rating requirements set out in the VF-1 Instrument or otherwise defaults on its obligation to provide Advances under the VF-1 Instrument, the relevant VF-1 Noteholder shall use commercially reasonable efforts to transfer all of its rights and obligations in respect of the VF-1 Notes held by it to an entity that meets such ratings requirement (by requiring the replaced Holder to transfer all of its rights and obligations in respect of the VF-1 Note to the transferee entity). (See the section of this Offering Circular headed "Description of the Terms and Conditions of the VF-1 Notes"). Under the Transaction Documents the Issuer may, subject to the restrictions and conditions contained therein, incur Issuer Indebtedness with effect from the Initial Closing Date. Issuer Indebtedness may comprise Senior Indebtedness, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Subordinated Notes. All such Indebtedness will be subject to the terms of and, after the Initial Closing Date, may only be issued in accordance with, the Security and Intercreditor Deed. The Issuer Indebtedness which the Issuer intends to issue and enter into on the Initial Closing Date will be (x) the VF-1 Notes and (y) the Class A-1 Notes, the Class B-1 Notes, the Class C-1 Notes, the Class D-1 Notes and the Class E Subordinated Notes. After the Initial Closing Date the Issuer may incur further Issuer Indebtedness in the form of Notes (see Condition 17 (Further Issues) and the section of this Offering Circular headed "Description of the Master Trust Deed Note Issuance Procedure"). The Security Documents will contain certain intercreditor arrangements pursuant to which the rights of Noteholders and Secured Hedging Counterparties from time to time will be established. Pursuant to these arrangements the Class A Notes will rank pari passu with the rights of the VF Notes and any Secured Hedging Counterparties in priority to the Class B Notes that will in turn rank in priority to the Class C Notes that will in turn rank in priority to the Class D Notes and that will in turn rank in priority to the Class E Subordinated Notes. Upon enforcement of the security created pursuant to the Security Documents the liquidation proceeds will be applied in accordance with the Intercreditor Priority of - 5 -
Payments (see the section of this Offering Circular headed "Description of the Security and Intercreditor Deed" below). Prepayment Amounts The Portfolio Issuer Investments Ongoing Acquisition and Disposal of Issuer Investments Senior Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods) (see the section of this Summary headed "Blockage Periods") if, at any time, any Senior Indebtedness is required to be prepaid, (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) with respect to, the Class B Notes, Class C Notes or Class D Notes and (y) no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made (see Condition 3(i) (Prepayment Amounts)). Class B Notes Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods) (see the section of this Summary headed "Blockage Periods") if, at any time, any Senior Indebtedness or Class B Notes are required to be prepaid, (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) with respect to, the Class C Notes or Class D Notes and (y) no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made (see Condition 3(i) (Prepayment Amounts)). Class C Notes Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods) (see the section of this Summary headed "Blockage Periods") if, at any time, any Senior Indebtedness, Class B Notes or Class C Notes are required to be prepaid, (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) with respect to the Class D Notes and (y) no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made (see Condition 3(i) (Prepayment Amounts)). Class D Notes Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods) (see the section of this Summary headed "Blockage Periods") if, at any time, any Senior Indebtedness, Class B Notes, Class C Notes or Class D Notes are required to be prepaid, no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made (see Condition 3(i) (Prepayment Amounts)). The portfolio of Collateral that the Issuer may acquire from time to time may consist primarily of loans and to a lesser extent high yield securities and special opportunity investments such as distressed debt. Other than the certain restrictions on the characteristics that Issuer Investments must have when the Issuer (or Collateral Manager on its behalf) enters into a binding commitment to acquire them ("Acquisition Criteria") (see the section of this Offering Circular headed "Description of the Portfolio and Market Valuation Methodology – Acquisition Criteria for Issuer Investments"), the Collateral Management Agreement does not prescribe specific eligibility criteria with which Issuer Investments must comply, however the Market Valuation Manual includes certain limitations on the concentrations of Issuer Investments that will be taken into account for the purpose of computing compliance with the Over-Collateralisation Tests (see the section of this Summary headed "Portfolio Excesses" below). For the purpose of the Market Valuation Manual, Issuer Investments may include Cash, Cash Equivalents, Government Securities, Loans, Securities, and Hedging and Short-Sale Transactions (each as defined in the Market Valuation Manual). Pursuant to the Collateral Management Agreement and the Trust Deed, the Collateral Manager (on behalf of the Issuer) is at liberty (subject to the Acquisition Criteria) to acquire and dispose of investments constituting Issuer Investments on a rolling basis throughout the life of the VF Notes and the Notes. Whether such Issuer Investments will be taken into account in determining compliance with the Over-Collateralisation Tests established pursuant to the Market Valuation Manual (see the section of this Summary headed "The Market Valuation Manual" below) will depend on the same not - 6 -
Page 1 and 2: ROCKALL CLO B.V. (a private limited
Page 3 and 4: OFFER/INVITATION/DISTRIBUTION RESTR
Page 5 and 6: Each purchaser of VF Notes and Note
Page 7 and 8: NOTES AND NOTES HAVE NOT BEEN OFFER
Page 9 and 10: CONTENTS Page SUMMARY..............
Page 11 and 12: 6 Holders of the Class E-1b Subordi
Page 13: Principal Payments on the Notes Red
Page 17 and 18: for each calendar week and (y) to t
Page 19 and 20: the Security Trustee shall, if dire
Page 21 and 22: with the Over-Collateralisation Tes
Page 23 and 24: ERISA Considerations Limited Recour
Page 25 and 26: 1.7 Removal of Credit Enhancement T
Page 27 and 28: made until payment in full of all o
Page 29 and 30: inter-company guarantees such a pro
Page 31 and 32: orrower. A Selling Institution voti
Page 33 and 34: may have an associated Secured Hedg
Page 35 and 36: will be to enable the Custodian, on
Page 37 and 38: 2.25 Disclosure of Portfolio The Is
Page 39 and 40: Investments to properly plan for ex
Page 41 and 42: 3.12 Volatility of the Class E Subo
Page 43 and 44: sections of these Risk Factors head
Page 45 and 46: may also act as counterparty with r
Page 47 and 48: "Account-Holding Bank" means (a) in
Page 49 and 50: "Class C Notes" means the Initial I
Page 51 and 52: (c) (d) (e) (f) Noteholders represe
Page 53 and 54: "Exchange Date" means a day falling
Page 55 and 56: "Ledger" means the ledger maintaine
Page 57 and 58: "Permitted Short-Sale Exposure" mea
Page 59 and 60: the ratio of (i) the number of days
Page 61 and 62: accounts so as to effect payment of
Page 63 and 64: (b) "Unused Class D Notes Commitmen
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and, as the case may be, the Truste
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(c) (d) (iii) Ledger If: (xx) (yy)
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(ii) (iii) Class B Notes Blockage U
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4. Security made with respect to th
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entitled at any time to institute a
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interest rate hedging transactions
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paragraph (a)(vii) of Condition 10
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interest payable in respect of each
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Intercreditor Arrangements shall be
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Redemption Date") provided that Cla
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until all outstanding Senior Indebt
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on the Noteholders. Upon the expiry
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otherwise be due but for the imposi
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(b) (xii) (xiii) (xiv) Final judgme
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(c) (d) 12. Prescription Notes and
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Resolution represents of the aggreg
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(x) (xi) (xii) (xiii) (xiv) (xv) to
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management or operation of the Coll
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20. Specific Conditions Specific Co
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DESCRIPTION OF THE PORTFOLIO AND MA
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(Definitions)) or (2) the Issuer ha
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"Market Value Price" "Advance Rate"
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espect to which Rating Agency Confi
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"Class B Notes Advance Amount" "Cla
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“Dutch Ineligible Securities” "
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"Excluded Issuer Investments" (xi)
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“High Yield Security” “Intere
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“Net Accrual Amount” (vi) (vii)
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Over-Collateralisation Test, the Cl
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of “Caa1” for the purposes of c
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instrumentality thereof. “Pound S
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Purchase Contracts, Short-Sale Cont
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elated Permitted Short-Sale Obligat
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Collateral Manager on its behalf) r
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Asset Category S&P Senior Advance R
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Asset Category Less than or equal t
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Asset Category Less than or equal t
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FORM OF THE VF NOTES AND THE NOTES
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five years (in the case of interest
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2. Book-Entry Ownership (a) (b) DTC
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Closing Date will be required, by v
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RATINGS OF THE NOTES It is a condit
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Mrs Maria Chr. van der Sluijs Plant
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There may be circumstances where de
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International Business from Northea
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DESCRIPTION OF THE COLLATERAL ADMIN
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DESCRIPTION OF THE COLLATERAL MANAG
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Automatic Termination of the Collat
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DESCRIPTION OF THE TERMS AND CONDIT
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Replacement of VF-1 Noteholders In
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"Interbank Rate Advance" means an A
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DESCRIPTION OF THE SECURITY AND INT
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Senior Indebtedness or Class B Note
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dealings (including in the case of
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"Minor Trade" means a sale or other
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Specified Notes The conditions cons
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any), provided that in relation to
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TAX CONSIDERATIONS General For purp
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the marketing of the Specified Note
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non-contingent principal payments o
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discussion below assumes that the I
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CERTAIN ERISA CONSIDERATIONS The U.
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meets all relevant legal requiremen
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This Offering Circular has been pre
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TRANSFER RESTRICTIONS Because of th
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in a Regulation S Global Note, the
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eliminates United States federal in
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(4) It acknowledges that the Issuer
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GENERAL INFORMATION 1. Clearing Sys
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GLOSSARY € ......................
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Initial Issuance Class B Notes ....
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Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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