ROCKALL CLO B.V. - Irish Stock Exchange

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Manager and/or its Affiliates manage or advise. Furthermore, Affiliates of the Collateral Manager may make an investment on their own behalf without offering the investment opportunity to, or the Collateral Manager making any investment on behalf of, the Issuer. Affirmative obligations may exist or may arise in the future, whereby Affiliates of the Collateral Manager are obliged to offer certain investments to funds or accounts that such Affiliates manage or advise before or without the Collateral Manager offering those investments to the Issuer. Affiliates of the Collateral Manager have no affirmative obligation to offer any investments to the Issuer or to inform the Issuer of any investments before engaging in any investments for themselves. The Collateral Manager will endeavour to resolve conflicts with respect to investment opportunities in a manner which it deems equitable to the extent possible under the prevailing facts and circumstances. Although the professional staff of the Collateral Manager will devote as much time to the Issuer as the Collateral Manager deems appropriate to perform its duties in accordance with the Collateral Management Agreement, those staff may have conflicts in allocating their time and services among the Issuer and the Collateral Manager's other accounts. On the Initial Closing Date, the Collateral Manager or one or more of its Affiliates intend to purchase approximately €216.75 million of the Initial Issuance Notes. In the event of the termination of the appointment of the Collateral Manager, the Issuer shall appoint any substitute Collateral Manager that satisfies certain tests and is proposed by the Holders of 50 per cent. or more in Principal Amount Outstanding of the Class E Subordinated Notes provided that the Controlling Class Agent (at the direction of the Controlling Class) does not reject the appointment of such substitute Collateral Manager within 30 days of such appointment and provided further that if the Collateral Manager, any of its Affiliates or any funds in respect of which the Collateral Manager or its Affiliates then exercise voting control, hold 50 per cent. or more in Principal Amount Outstanding of the Class E Subordinated Notes, the Controlling Class Agent shall have the right to elect a substitute Collateral Manager of its own choosing. Any Notes held by or on behalf of the Collateral Manager and/or its Affiliates and/or any partners, managing members, advisors, directors, officers or employees of the Collateral Manager or its Affiliates will have voting rights with respect to any vote (or written direction or consent) in connection with the removal of the Collateral Manager and will be deemed to be Outstanding in connection with any such vote. Investors should be aware that Affiliates of the Collateral Manager which hold Notes will have voting rights with respect to any vote (or written direction or consent) in connection with the removal of the Collateral Manager. In the event that any such vote were to occur, the Affiliates of the Collateral Manager may not vote in the same way as a Noteholder which had no such connection with the Collateral Manager, resulting in the Collateral Manager continuing to act in such capacity following such a vote in circumstances where, had the Affiliates not been permitted to vote, it may have been removed. The Collateral Manager, on behalf of the Issuer, may conduct principal trades with itself and its Affiliates, subject to applicable law. The Collateral Manager may also effect client cross transactions where the Collateral Manager causes a transaction to be effected between the Issuer and another account managed by the Collateral Manager or any of its Affiliates. Client cross transactions enable the Collateral Manager to purchase or sell a block of securities for the Issuer at a set price and possibly avoid an unfavourable price movement that may be created through entrance into the market with such purchase or sell order. In addition, without the prior authorisation of the Issuer, the Collateral Manager may enter into agency cross transactions where any of its Affiliates acts as broker for the Issuer and for the other party to the transaction, in which case any such Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities towards both parties to the transaction. Prior to closing, the Issuer acquired approximately €217 million of predominantly senior secured loans from an affiliate of the Collateral Manager. The assets were sold at the bid price provided by Mark-it Partners Limited (formerly LoanX) and the Collateral Manager acted as advisor to both parties. It is expected that the Placement Agent or its Affiliates will have, respectively, underwritten or placed certain of the Issuer Investments at original issuance, will own equity or other securities of obligors under Issuer Investments and will have provided investment banking services, advisory, banking and other services to issuers of Issuer Investments. In addition, the Collateral Manager and/or its Affiliates may own equity or other securities of obligors under Issuer Investments and may have provided investment management and other services to issuers of Issuer Investments. From time to time, the Collateral Manager may, on behalf of the Issuer, purchase or sell Issuer Investments through the Placement Agent or its Affiliates. The Issuer may invest in the securities of companies affiliated with the Placement Agent, the Collateral Manager or their respective Affiliates or companies in which the Placement Agent, the Collateral Manager or their respective Affiliates have an equity or participation interest. The purchase, holding and sale of such investments by the Issuer may enhance the profitability of the Placement Agent's, the Collateral Manager's or their Affiliates' own investments in such companies. In addition, it is expected that the Placement Agent or one or more Affiliates thereof - 35 -
may also act as counterparty with respect to one or more Synthetic Securities or Participations or act as Secured Hedging Counterparty with respect to one or more Secured Hedging Transactions. It is also possible that one or more Affiliates of the Collateral Manager may also act as counterparty with respect to one or more Synthetic Securities, Participations or Secured Hedging Transactions. This may result in a conflict of interest between the Collateral Manager in its role as such and any Affiliate thereof acting as a counterparty under one or more such instruments as a result of the Collateral Manager's position as manager on behalf of the Issuer in respect of such instruments and the authority delegated to it to take action on the Issuer's behalf in respect of such instruments. There is no limitation or restriction on the Collateral Manager, the Placement Agent or any of their respective Affiliates with regard to acting as Collateral Manager (or in a similar role) to other parties or persons. This and other future activities of the Collateral Manager, the Placement Agent and/or their Affiliates may give rise to additional conflicts of interest. 5. INVESTMENT COMPANY ACT The Issuer has not registered with the United States Securities and <strong>Exchange</strong> Commission (the "SEC") as an investment company pursuant to the Investment Company Act, in reliance on an exemption under Section 3(c)(7) under the Investment Company Act for investment companies (a) whose outstanding securities are beneficially owned only by "qualified purchasers" (within the meaning given to such term in the Investment Company Act and the regulations of the SEC thereunder) and certain transferees thereof identified in Rule 3(c)(6) under the Investment Company Act and (b) which do not make a public offering of their securities in the United States. If the SEC or a court of competent jurisdiction were to find that the Issuer is required, but in violation of the Investment Company Act had failed, to register as an investment company, possible consequences include, but are not limited to, the following: (i) the SEC could apply to a district court to enjoin the violation, (ii) investors in the Issuer could sue the Issuer and seek recovery of any damages caused by the violation and (iii) any contract to which the Issuer is party that is made in, or whose performance involves a, violation of the Investment Company Act would be unenforceable in the United States by any party to the contract unless a court in the United States were to find that under the circumstances enforcement would produce a more equitable result than non-enforcement and would not be inconsistent with the purposes of the Investment Company Act. Should the Issuer be subjected to any or all of the foregoing, the Issuer could be materially and adversely affected. Each initial purchaser of an interest in a Rule 144A Note and each transferee of an interest in a Rule 144A Note will be deemed to represent at the time of purchase that, amongst other things, the purchaser is a QIB/Qualifying Purchaser. The Trust Deed provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any holder of an interest in a Rule 144A Note is a U.S. Person that is not a QIB/Qualifying Purchaser at the time it acquires an interest in a Rule 144A Note (any such person, a “Non-Permitted Holder”), the Issuer shall, promptly after discovery that such person is a Non-Permitted Holder by the Issuer or the Trustee (and notice by the Trustee to the Issuer, if the Trustee makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest to a person that is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Holder fails to effect the transfer required within such 30-day period, (a) upon direction from the Issuer or the Collateral Manager on its behalf, such Non-Permitted Holder, at the expense of the Issuer, shall cause such beneficial interest to be transferred in a commercially reasonable sale to a person or entity that certifies to the Trustee and the Issuer, in connection with such transfer, that such person or entity either is not a U.S. Person or is a QIB/Qualifying Purchaser and (b) pending such transfer, no further payments will be made in respect of such beneficial interest. - 36 -
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 and 14: Principal Payments on the Notes Red
Page 15 and 16: Payments (see the section of this O
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: sections of these Risk Factors head
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
Page 65 and 66: and, as the case may be, the Truste
Page 67 and 68: (c) (d) (iii) Ledger If: (xx) (yy)
Page 69 and 70: (ii) (iii) Class B Notes Blockage U
Page 71 and 72: 4. Security made with respect to th
Page 73 and 74: entitled at any time to institute a
Page 75 and 76: interest rate hedging transactions
Page 77 and 78: paragraph (a)(vii) of Condition 10
Page 79 and 80: interest payable in respect of each
Page 81 and 82: Intercreditor Arrangements shall be
Page 83 and 84: Redemption Date") provided that Cla
Page 85 and 86: until all outstanding Senior Indebt
Page 87 and 88: on the Noteholders. Upon the expiry
Page 89 and 90: otherwise be due but for the imposi
Page 91 and 92: (b) (xii) (xiii) (xiv) Final judgme
Page 93 and 94: (c) (d) 12. Prescription Notes and
Page 95 and 96:
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
Page 125 and 126:
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
Page 181 and 182:
the marketing of the Specified Note
Page 183 and 184:
non-contingent principal payments o
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discussion below assumes that the I
Page 187 and 188:
CERTAIN ERISA CONSIDERATIONS The U.
Page 189 and 190:
meets all relevant legal requiremen
Page 191 and 192:
This Offering Circular has been pre
Page 193 and 194:
TRANSFER RESTRICTIONS Because of th
Page 195 and 196:
in a Regulation S Global Note, the
Page 197 and 198:
eliminates United States federal in
Page 199 and 200:
(4) It acknowledges that the Issuer
Page 201 and 202:
GENERAL INFORMATION 1. Clearing Sys
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GLOSSARY € ......................
Page 205 and 206:
Initial Issuance Class B Notes ....
Page 207 and 208:
Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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