VALLAURIS II CLO PLC - Irish Stock Exchange

Authorised Denominations:
Form, Registration and Transfer of
the Notes:
and ‘‘AA’’ from S&P; Class III Mezzanine Notes: ‘‘Baa2’’ from
Moody’s and ‘‘BBB’’ from S&P and Class IV Mezzanine Notes:
‘‘Ba2’’ from Moody’s and ‘‘BB’’ from S&P. It is expected that the
Class V Structured Combination Notes will receive a rating of
‘‘AAA’’ from S&P.
The Issuer will request that each Rating Agency confirms its ratings
assigned to each of the Class I Senior Notes, the Class II Senior
Notes, the Class III Mezzanine Notes and the Class IV Mezzanine
Notes on the Closing Date within 30 days after each of the Initial
Effective Date and the Final Effective Date. The Subordinated
Notes and the Class VI Structured Combination Notes will not be
rated. See ‘‘Ratings of the Notes’’.
The Regulation S Notes of each Class (including the Structured
Combination Notes) will be issued in minimum denominations of
A50,000 and integral multiples of A10,000 in excess thereof. The
Rule 144A Notes of each Class (including the Structured
Combination Notes) will be issued in minimum denominations of
A250,000 and integral multiples of A10,000 in excess thereof.
The Notes of any Class sold in off-shore transactions to non-U.S.
Persons in compliance with Regulation S under the Securities Act
will be represented by one or more permanent notes of each Class,
in bearer form, without interest coupons or principal receipts
attached (each, a ‘‘Regulation S Global Note’’), deposited with
LaSalle Bank National Association as book-entry depositary (in
such capacity, the ‘‘Depositary’’) pursuant to a depositary
agreement (the ‘‘Depositary Agreement’’) expected to be dated the
Closing Date between the Issuer, the Depositary and the Trustee
and, on the basis of the depositary arrangements described below,
will be treated as being issued in registered form for U.S. federal
income tax purposes. See ‘‘Book-Entry Clearance Procedures and
Certain Relevant Provisions of the Depositary Agreement’’.
Neither U.S. Persons (as defined in Regulation S under the
Securities Act) nor U.S. residents (as determined for the purposes
of the Investment Company Act) may hold Regulation S Notes at
any time.
The Notes of any Class sold to persons who are qualified
institutional buyers (‘‘QIBs’’) and Qualified Purchasers in reliance
on Rule 144A under the Securities Act of 1933, as amended, will be
represented by one or more permanent notes of each Class, in
bearer form, without interest coupons or principal proceeds
attached (each, a ‘‘Rule 144A Global Note’’), which will be
deposited on or about the Closing Date with the Depositary and,
on the basis of the depositary arrangements described below, will be
treated as being issued in registered form for U.S. federal income
tax purposes. See ‘‘Book-Entry Clearance Procedures and Certain
Relevant Provisions of the Depositary Agreement’’.
It is anticipated that the Depositary will (i) issue a certificated
depositary interest (each, a ‘‘CDI’’) in respect of each Regulation S
Global Note to HSBC Bank plc as common depositary (the
‘‘Common Depositary’’) for Euroclear Bank S.A./N.V., as operator
of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking,
société anonyme (‘‘Clearstream, Luxembourg’’) and their respective
participants and (ii) issue a CDI in respect of each Rule 144A
Global Note to HSBC Bank plc as Common Depositary for
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