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VALLAURIS II CLO PLC - Irish Stock Exchange

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EXPECTED AVERAGE LIVES OF THE NOTES<br />

The Maturity Date of the Notes of each Class is 26 September 2022; however, the average life<br />

of each Class of the Notes is expected to be shorter than the number of years to their Maturity Date.<br />

Average life refers to the average amount of time that will elapse from the date of issue of each Class<br />

of Notes until each Euro of the principal of such Note will be paid to the holder thereof.<br />

The actual average lives and actual maturities of each Class of the Notes will be determined by<br />

the amount and frequency of principal payments in respect of such Class, which are dependent upon,<br />

among other things, the amount of sinking fund payments and any other payments received at or in<br />

advance of the scheduled maturity of Collateral Debt Obligations (whether through sale, maturity,<br />

redemption, default or other liquidation or disposition). The actual average lives and actual maturities<br />

of each Class of the Notes will be affected by the structure of the Notes and the financial condition<br />

of each of the obligors of the underlying Collateral Debt Obligations and the characteristics of such<br />

Collateral Debt Obligations, including the existence and frequency of exercise of any optional or<br />

mandatory redemption features, the prevailing level of interest rates, the redemption price, the actual<br />

default rate and the actual level of recoveries on any Defaulted Obligations, the frequency of tender<br />

or exchange offers for such Collateral Debt Obligations and any sales of Collateral Debt Obligations,<br />

mandatory prepayments of principal on the Notes upon failure of applicable Coverage Tests, any<br />

sales of Collateral Debt Obligations and the ability of the Collateral Manager, acting on behalf of the<br />

Issuer, to reinvest Sale Proceeds in Substitute Collateral Debt Obligations. Certain of the Collateral<br />

Debt Obligations may be subject to sinking fund or optional redemption by the obligors of such<br />

Collateral Debt Obligations. Any disposition of a Collateral Debt Obligation may change the<br />

composition and characteristics of the Collateral Debt Obligations and the rate of payment thereon,<br />

and, accordingly, may affect the actual average lives of each Class of the Notes. The rate of future<br />

defaults and the amount and timing of any cash realisation from Defaulted Obligations will also<br />

affect the maturity and average lives of each Class of the Notes. The ability of the Collateral<br />

Manager to reinvest Principal Proceeds in the manner described under ‘‘Description of the Portfolio’’<br />

will also affect the average lives of each Class of the Notes.<br />

Based on the portfolio of Collateral Debt Obligations expected to have been purchased and<br />

settled by the Issuer on or about the Closing Date, under a hypothetical scenario in which gross<br />

default rates are 0.0 per cent. per annum and the Collateral Debt Obligations have the longest<br />

possible maturity profile permissible under the Reinvestment Criteria, 10.0 to 30.0 per cent. annual<br />

prepayment and no optional redemptions are made on the Collateral Debt Obligations, the average<br />

life of each Class of the Notes would be expected to be as follows: Class I Senior Notes: 8.9-9.5<br />

years; Class <strong>II</strong> Senior Notes: 10.7-11.6 years; Class <strong>II</strong>I Mezzanine Notes: 11.4-12.3 years and Class IV<br />

Mezzanine Notes: 12.0-12.5. The Subordinated Notes will not have an average life.<br />

The approximations in the preceding paragraph are not predictive; in fact as referred to above,<br />

the average lives of each Class of the Notes will be affected by the financial condition of the obligors<br />

of the underlying Collateral Debt Obligations and the characteristics of such obligations, including the<br />

amount and frequency of prepayments, the existence and frequency of exercise of any optional<br />

redemption, mandatory prepayment or sinking fund features, the prevailing level of interest rates, the<br />

redemption price, the actual default rate and the actual level of recoveries on any Defaulted<br />

Obligations, the frequency of tender or exchange offers for the Collateral Debt Obligations, and any<br />

sales of Collateral Debt Obligations. See ‘‘Description of the Portfolio – Management of the<br />

Portfolio’’.<br />

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