VALLAURIS II CLO PLC - Irish Stock Exchange

More documents

Recommendations

Info

SUMMARY OF TERMS The following is a summary only. It is important that all investors and potential investors in the Notes recognise and understand that the following information is not complete, cannot be read in isolation and is qualified in its entirety by the detailed information appearing elsewhere in this Prospectus and the other documents referred to therein. Potential investors in the Notes should also ensure that they read and consider the risk factors related to an investment in the Notes set out under ‘‘Risk Factors’’ in this Prospectus before investing therein. Capitalised terms not specifically defined in this summary have the meanings set out in Condition 1 (Definitions) under ‘‘Terms and Conditions of the Notes’’ below or are defined elsewhere in this Prospectus. An index of defined terms appears at the back of this Prospectus. References to a ‘‘Condition’’ or ‘‘Conditions’’ are to the specified condition or conditions in the ‘‘Terms and Conditions of the Notes’’ below. The Issuer: The Collateral Managers: Vallauris II CLO PLC, a public company with limited liability incorporated under the laws of Ireland with the principal object of acquiring the Portfolio, issuing the Notes and engaging in certain related transactions. The Issuer has issued 40,000 ordinary shares with a nominal value of A1, all of which are fully paid. Deutsche International Finance (Ireland) Limited holds 39,994 of the issued shares and six nominees hold one issued share each on behalf of Deutsche International Finance (Ireland) Limited which holds its legal and beneficial interest in the share capital on trust for certain charitable purposes. The Issuer will not have any assets other than the Portfolio, the OAT Strips, the Natexis Zero Coupon Notes, the Accounts and certain rights under the Collateral Management Agreement, the Agency Agreement, the Depositary Agreement, each Interest Rate Hedge Agreement, each Currency Swap Agreement and each Collateral Acquisition Document and certain other incidental rights and assets in connection with the Portfolio and/or the Notes. The rights and assets of the Issuer referred to above (other than in respect of the OAT Strips and Natexis Zero Coupon Notes and excluding the Issuer Irish Account) will be charged or assigned by way of Security to the Trustee as security for the Issuer’s obligations under the Notes. See ‘‘Security for the Notes’’. The OAT Strips will be the subject of a Belgian law pledge, for the benefit of the Class V Structured Combination Noteholders only. The Natexis Zero Coupon Notes will be the subject of a Belgian law pledge, for the benefit of the Class VI Structured Combination Noteholders only. Natexis Banques Populaires (together with any of its successors in interest) shall be appointed to act as collateral manager in relation to all investment and management functions with respect to the Collateral (with the exception of the Financial Instruments (as defined below)) and Natexis Asset Management shall be appointed to act as collateral manager in relation to all investment and management functions in respect of Financial Instruments only pursuant to a collateral management agreement dated on or about the Closing Date between Vallauris II CLO PLC as Issuer, Natexis Banques Populaires as Collateral Manager, Natexis Asset Management as Collateral Manager, ABN AMRO Trustees Limited as Trustee and ABN AMRO Bank N.V. (London 1
The Collateral Administrator: Branch) as Custodian and Collateral Administrator (the ‘‘Collateral Management Agreement’’). Accordingly, the term ‘‘Collateral Manager’’ means, as the context requires, Natexis Banques Populaires (other than in respect of Financial Instruments only) or, as the case may be, Natexis Asset Management (in respect of Financial Instruments) and the term ‘‘Collateral Managers’’ refers collectively to both of them. See ‘‘Description of the Collateral Management Agreement’’. ‘‘Financial Instruments’’ means any financial instrument (instrument financier) within the meaning of article L. 211-1 of the French Code Monétaire et Financier including any Mezzanine Obligations held in the form of debt securities, Synthetic Securities (subject as provided herein), Collateral Enhancement Obligations, Structured Finance Securities held in the form of debt securities, Currency Swap Transactions and any Interest Rate Hedge Transactions. The Collateral Managers will receive certain fees for such investment and management functions payable (subject to the Priorities of Payment) on each Payment Date, including, but not limited to, a Senior Collateral Management Fee, a Subordinated Collateral Management Fee and, if applicable, an Incentive Collateral Management Fee. The distribution of such fees between the Collateral Managers is specified in the Collateral Management Agreement. See ‘‘Description of the Collateral Management Agreement’’. Certain administrative functions with respect to the Collateral, including the calculation of the Collateral Quality Tests, the Portfolio Profile Tests and Coverage Tests and the preparation of Reports in respect of the Collateral will be performed by ABN AMRO Bank N.V. (London Branch) (in such capacity, the ‘‘Collateral Administrator’’). The Trustee: Pursuant to the Trust Deed, ABN AMRO Trustees Limited (in such capacity, the ‘‘Trustee’’) will hold the Collateral on trust for the Secured Parties and will hold the Issuer’s payment and other covenants and obligations under the Trust Deed on trust for the Secured Parties. Under the Trust Deed, the Trustee may resign at any time on giving not less than 90 days’ prior written notice to the Issuer without giving any reason. The holders of the Controlling Class of Notes may by Extraordinary Resolution remove the Trustee on not less than 90 days’ written notice. The Issuer undertakes in the Trust Deed that in the event of the Trustee giving notice of resignation or being removed by Extraordinary Resolution of the holders of the Controlling Class of Notes it will use its best endeavours to procure that a new trustee is appointed as soon as reasonably practicable thereafter. The retirement or removal of any such Trustee shall not become effective until a successor trustee approved by an Extraordinary Resolution of the holders of the Controlling Class is appointed. Securities: A187,800,000 Class I Senior Floating Rate Notes due 2022 A52,300,000 Class II Senior Floating Rate Notes due 2022 A25,400,000 Class III Mezzanine Deferrable Interest Floating Rate Notes due 2022 A8,900,000 Class IV Mezzanine Deferrable Interest Floating Rate Notes due 2022 2
Page 1 and 2: Prospectus dated 26 July 2006 VALLA
Page 3 and 4: information is in accordance with t
Page 5 and 6: AVAILABLE INFORMATION To permit com
Page 7: Page 4. Final Effective Date ......
Page 11 and 12: Class VI Structured Combination Not
Page 13 and 14: Use of Proceeds: Priorities of Paym
Page 15 and 16: Collateral Quality Tests Overcollat
Page 17 and 18: Principal Repayments: Reinvestment
Page 19 and 20: Redemption upon an Effective Date R
Page 21 and 22: Purchase of Collateral Debt Obligat
Page 23 and 24: their respective functions under th
Page 25 and 26: Treatment of Interest Proceeds: Acc
Page 27 and 28: Authorised Denominations: Form, Reg
Page 29 and 30: The Depositary: Additional Issuance
Page 31 and 32: Component. In addition, Class VI St
Page 33 and 34: the obligor group. Second Lien Loan
Page 35 and 36: eferred to herein as ‘‘Particip
Page 37 and 38: Collateral Debt Obligation is enter
Page 39 and 40: Collateral Manager. The need to sat
Page 41 and 42: subject the Notes to an additional
Page 43 and 44: that Collateral Debt Obligations is
Page 45 and 46: 3.4 Subordination of Structured Com
Page 47 and 48: 3.9 Mandatory Redemption of the Not
Page 49 and 50: compensate for such withholding tax
Page 51 and 52: Condition 14(b) (Modification and W
Page 53 and 54: investment decisions for the Issuer
Page 55 and 56: In relation to the disposal of asse
Page 57 and 58: Investment Tax Act (the ‘‘Inves
Page 59 and 60:
another member state, except that A
Page 61 and 62:
payments, distributions, votes or c
Page 63 and 64:
in each case, including any value a
Page 65 and 66:
‘‘Class IV Interest Coverage Ra
Page 67 and 68:
‘‘Credit Improved Obligation’
Page 69 and 70:
Balance of all Collateral Debt Obli
Page 71 and 72:
‘‘Effective Date Requirements
Page 73 and 74:
next following Payment Date, an amo
Page 75 and 76:
‘‘Interest Determination Date
Page 77 and 78:
(a) a secured mezzanine loan or oth
Page 79 and 80:
such obligation to purchase or othe
Page 81 and 82:
(e) the Principal Balance of any Co
Page 83 and 84:
(b) any Subordinated Note to be red
Page 85 and 86:
(d) the retention of such Retained
Page 87 and 88:
‘‘Securities Act’’ means th
Page 89 and 90:
(a) such Synthetic Security will no
Page 91 and 92:
2. Form and Denomination, Title, Tr
Page 93 and 94:
more bids from one or more brokers
Page 95 and 96:
(2) any Interest Rate Hedge Termina
Page 97 and 98:
(X) (Y) (Z) at the option of the Co
Page 99 and 100:
III Mezzanine Notes, in whole or in
Page 101 and 102:
Failure to Appoint a Replacement Co
Page 103 and 104:
Obligation (save in the case of (i)
Page 105 and 106:
the avoidance of doubt, any schedul
Page 107 and 108:
(BB) termination of the Interest Ra
Page 109 and 110:
(b) (c) (d) at any time in repaymen
Page 111 and 112:
(I) (J) (K) (L) The Retained Portio
Page 113 and 114:
pursuant thereto provided that such
Page 115 and 116:
amount being referred to herein as
Page 117 and 118:
(b) (viii) pay its debts generally
Page 119 and 120:
Notes in accordance with Condition
Page 121 and 122:
nearest one hundred-thousandth of a
Page 123 and 124:
the Class II Senior Notes the Class
Page 125 and 126:
(A) (B) (C) in respect of each Coll
Page 127 and 128:
immediately prior to the related Pa
Page 129 and 130:
(C) (D) the Collateral Administrato
Page 131 and 132:
(b) (c) on the Register at the clos
Page 133 and 134:
(d) as a result of presentation for
Page 135 and 136:
(d) (e) (i) (ii) If an Event of Def
Page 137 and 138:
12. Prescription (a) Note represent
Page 139 and 140:
necessary to facilitate the adminis
Page 141 and 142:
Except where expressly provided oth
Page 143 and 144:
Combination Notes, in the proportio
Page 145 and 146:
FORM OF THE NOTES References below
Page 147 and 148:
interests in the Exchanged Global N
Page 149 and 150:
BOOK-ENTRY CLEARANCE PROCEDURES AND
Page 151 and 152:
Book-Entry Interests owned through
Page 153 and 154:
A person acquiring a Book-Entry Int
Page 155 and 156:
RATINGS OF THE NOTES It is a condit
Page 157 and 158:
EXPECTED AVERAGE LIVES OF THE NOTES
Page 159 and 160:
Deutsche International Finance (Ire
Page 161 and 162:
DESCRIPTION OF THE COLLATERAL MANAG
Page 163 and 164:
A three-dimensional organization -
Page 165 and 166:
Contribution to revenues (consolida
Page 167 and 168:
Directors’ work is prepared and o
Page 169 and 170:
Jean-Luc Simon - CDO Director Jean-
Page 171 and 172:
on behalf of, the Issuer of Synthet
Page 173 and 174:
the Interest Account and/or to the
Page 175 and 176:
to a non-default rate or an improve
Page 177 and 178:
connection with any such sale or re
Page 179 and 180:
in Sections 7.3 (Sale of Credit Imp
Page 181 and 182:
7.6 Unscheduled Principal Proceeds
Page 183 and 184:
(b) in the case of proceeds resulti
Page 185 and 186:
Obligation. For the avoidance of do
Page 187 and 188:
Institution, having a credit rating
Page 189 and 190:
the Defaulted Obligation at the fai
Page 191 and 192:
(a) where the Issuer, following con
Page 193 and 194:
In the event that the Issuer receiv
Page 195 and 196:
(C) at its own cost, (i) in the cas
Page 197 and 198:
Upon the occurrence of any Event of
Page 199 and 200:
For purposes of calculating the Div
Page 201 and 202:
Aggregate Industry Equivalent Unit
Page 203 and 204:
(3) shall be two subcategories abov
Page 205 and 206:
(i) (ii) (iii) if such Collateral D
Page 207 and 208:
Moody’s Recovery Rate Table Oblig
Page 209 and 210:
Reinvestment Period, with the appli
Page 211 and 212:
11.10 S&P CDO Evaluator Test The
Page 213 and 214:
DESCRIPTION OF THE COLLATERAL MANAG
Page 215 and 216:
Collateral Management Agreement (Ap
Page 217 and 218:
DESCRIPTION OF THE COLLATERAL ADMIN
Page 219 and 220:
DESCRIPTION OF THE REPORTS 1. Month
Page 221 and 222:
(P) (Q) which consist of Participat
Page 223 and 224:
Class I Senior Notes, Class II Seni
Page 225 and 226:
In certain circumstances, Irish tax
Page 227 and 228:
amount of interest paid, but also o
Page 229 and 230:
General The following summary descr
Page 231 and 232:
‘‘grossed up’’ for any mate
Page 233 and 234:
maturity of such Notes will be the
Page 235 and 236:
extent thereof), with payments attr
Page 237 and 238:
PREFERRED EQUITY CERTIFICATES AND T
Page 239 and 240:
or more (measured by vote or value)
Page 241 and 242:
values at the time of purchase. A s
Page 243 and 244:
associated territories. These apply
Page 245 and 246:
The Class IV Mezzanine Notes, the S
Page 247 and 248:
Any Plan fiduciary that proposes to
Page 249 and 250:
For the avoidance of doubt, all ref
Page 251 and 252:
(h) (i) (j) (k) (l) (m) any company
Page 253 and 254:
means of sufficient information on
Page 255 and 256:
(c) (d) (e) restrictions described
Page 257 and 258:
(g) representations and warranties.
Page 259 and 260:
PLAN AS DEFINED IN SECTION 3(3) OF
Page 261 and 262:
THE TERMS OF THE TRUST DEED. EACH T
Page 263 and 264:
GENERAL INFORMATION 1. Clearing Sys
Page 265 and 266:
11. Expenses The total expenses rel
Page 267 and 268:
CDO Liabilities....................
Page 269 and 270:
Currency Swap Counterparty.........
Page 271 and 272:
Initial Ratings ...................
Page 273 and 274:
OAT Strips Pledge Agreement .......
Page 275 and 276:
Registered Notes ..................
Page 277 and 278:
Synthetic Counterparty Default ....
Page 279:
imprima de bussy — C94339
show all

VALLAURIS II CLO PLC - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?