VALLAURIS II CLO PLC - Irish Stock Exchange

General
The following summary describes the principal U.S. federal income tax consequences of the
purchase, ownership and disposition of the Notes to investors that acquire the Notes at original
issuance for an amount equal to the ‘‘Issue Price’’ of the relevant Class of Notes (for purposes of this
section, with respect to each such Class of Notes, the first price at which a substantial amount of
Notes of such Class are sold to the public (excluding bond houses, brokers, underwriters, placement
agents, and wholesalers) is referred to herein as the ‘‘Issue Price’’. This summary does not purport to
be a comprehensive description of all the tax considerations that may be relevant to a particular
investor’s decision to purchase the Notes. In addition, this summary does not describe any tax
consequences arising under the laws of any state, locality or taxing jurisdiction other than the United
States federal income tax laws. In general, the summary assumes that a holder holds a Note as a
capital asset and not as part of a hedge, straddle, or conversion transaction, within the meaning of
Section 1258 of the Code.
This summary is based on the U.S. tax laws, regulations (final, temporary and proposed),
administrative rulings and practice and judicial decisions in effect or available on the date of this
Prospectus. All of the foregoing is subject to change or differing interpretation at any time, which
change or interpretation may apply retroactively and could affect the continued validity of this
summary.
This summary is included herein for general information only, and there can be no assurance
that the U.S. Internal Revenue Service (the ‘‘IRS’’) will take a similar view of the U.S. federal
income tax consequences of an investment in the Notes as described herein. ACCORDINGLY,
POTENTIAL PURCHASERS OF THE NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE NOTES, AND THE POSSIBLE APPLICATION OF
STATE, LOCAL, FOREIGN OR OTHER TAX LAWS. IN PARTICULAR, NO
REPRESENTATION IS MADE AS TO THE MANNER IN WHICH PAYMENTS UNDER THE
NOTES WOULD BE CHARACTERIZED BY ANY RELEVANT TAXING AUTHORITY.
As used in this section, the term ‘‘U.S. Holder’’ includes a beneficial owner of a Note that is,
for U.S. federal income tax purposes, a citizen or individual resident of the United States of America,
an entity treated for United States federal income tax purposes as a corporation or a partnership
created or organized in or under the laws of the United States of America or any state thereof or the
District of Columbia, an estate the income of which is includable in gross income for U.S. federal
income tax purposes regardless of its source, or a trust if, in general, a court within the United States
of America is able to exercise primary supervision over its administration and one or more U.S.
persons (as defined in the Code) have the authority to control all substantial decisions of such trust,
and certain eligible trusts that have elected to be treated as United States persons. This summary
assumes that a U.S. Holder has a U.S. Dollar functional currency and the Issuer has a non-U.S.
Dollar functional currency. This summary also does not address the rules applicable to certain types
of investors that are subject to special U.S. federal income tax rules, including but not limited to,
dealers in securities or currencies, traders in securities, financial institutions, U.S. expatriates, persons
subject to alternative minimum tax, tax-exempt entities (except with respect to specific issues discussed
herein), charitable remainder trusts and their beneficiaries, insurance companies, persons or their
qualified business units (‘‘QBUs’’) whose functional currency is not the U.S. Dollar, persons that own
(directly or indirectly) equity interests in holders of Notes and subsequent purchasers of the Notes.
In this summary, a Structured Combination Note will be treated as its respective Components
rather than a single unit. Therefore, in the following discussions, any reference in the summary
applicable to the Subordinated Notes also applies to the corresponding Component of the Structured
Combination Notes. U.S. Holders of the Class V Structured Combination Notes should consult their
own advisors as to the U.S. federal income tax consequences of the purchase, ownership and
disposition of the OAT Strips. U.S. Holders of the Class VI Structured Combination Notes should
consult their own advisors as to the U.S. federal income tax consequences of the purchase, ownership,
and disposition of Natexis Zero Coupon Notes.
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