Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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Credit Suisse International Introduction Credit Suisse International (“CSI”) was incorporated in England and Wales under the Companies Act 1985, on 9 May 1990, with registered No. 2500199 and was re-registered as an unlimited liability company under the name “Credit Suisse Financial Products” on 6 July 1990, and was renamed Credit Suisse First Boston International on 27 March, 2000. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ, telephone number +44 (0)20 7888 8888. CSI is an English bank and is regulated as an EU credit institution by The Financial Services Authority (“FSA”) under the Financial Services and Markets Act 2000. The FSA has issued a scope of permission notice authorising CSI to carry out specified regulated investment activities. With effect from 16 January 2006, Credit Suisse First Boston International was renamed “Credit Suisse International”. CSI is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of CSI in the event of its liquidation. The joint, several and unlimited liability of the shareholders of CSI to meet any insufficiency in the assets of CSI will only apply upon liquidation of CSI. Therefore, prior to any liquidation of CSI, creditors may only have recourse to the assets of CSI and not to those of its shareholders. CSI commenced business on 16 July 1990. Its principal business is banking, including the trading of derivative products linked to interest rates, equities, foreign exchange, commodities and credit. The primary objective of CSI is to provide comprehensive treasury and risk management derivative product services worldwide. CSI has established a significant presence in global derivative markets through offering a full range of derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets. Effective 1 January, 2006, CSI is managed as a part of the Investment Banking division of Credit Suisse in the <strong>Europe</strong>, Middle East and Africa region, and prior to that time was managed as a part of the Credit Suisse First Boston division of Credit Suisse. The newly integrated Credit Suisse is one bank and is structured along three lines of business. Private banking includes international and Swiss wealth management as well as services for private clients and corporate clients including pension funds in Switzerland. Investment banking includes the products and services provided to corporate and investment banking clients. Asset management includes asset management products and services. Shareholders Credit Suisse owns 56 per cent., Credit Suisse (International) Holding AG (formerly known as Credit Suisse First Boston (International) Holding AG), a wholly owned subsidiary of Credit Suisse, owns 24 per cent. and Credit Suisse Group owns 20 per cent. of CSI’s ordinary voting shares. Credit Suisse and Credit Suisse (International) Holding AG have entered into a voting agreement relating to the election of directors. With respect to CSI’s participating non-voting shares (other than an issue of “Class A” participating non-voting shares) Credit Suisse owns 4.9 per cent., Credit Suisse Investments (UK), (formerly known as Credit Suisse First Boston (UK) Investments) a wholly owned subsidiary of Credit Suisse, owns 75.1 per cent. and Credit Suisse Group owns 20 per cent. In addition, Credit Suisse and Credit Suisse Investments (UK) each own half of CSI’s “Class A” participating non-voting shares and Credit Suisse Investments (UK) owns 80 per cent. and Credit Suisse Group owns 20 per cent. of CSI perpetual non-cumulative “Class A” preference shares. Credit Suisse (International) Holding AG owns 100 per cent. of the Issuer’s non-cumulative “Class B” preference shares. Credit Suisse (International) Holding AG owns 42.2857 per cent. and Credit Suisse Investments (UK) owns 57.143 per cent. of the Issuer’s non-cumulative “Class C” preference shares. Credit Suisse (International) Holding AG owns 100 per cent. of CSI’s non-cumulative “Class D” preference shares. On 15 March, 2006 the total authorised share capital of CSI increased from US$3,300,000,000 to US$4,000,000,000 by the creation of a new class of shares being 700,000,000 “Class E” preference shares of US$1 each, of which US$535,000,000 was issued to Credit Suisse (International) Holding AG. Credit Suisse (International) Holding AG owns 100 per cent. of CSI’s non-cumulative “Class E” preference shares. A summary organisational chart, showing the ownership of the voting interests in CSI, is set out below. 116
Credit Suisse Group 100% Credit Suisse 56% 100% 20% Credit Suisse International Holding AG 24% Credit Suisse International Credit Ratings CSI has been assigned a senior unsecured debt rating of “AA- (stable outlook)” by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, a senior debt rating of “Aa2 (stable outlook)” by Moody’s Investors Service and a long-term rating of “AA- (stable outlook)” by Fitch Ratings <strong>Limited</strong>. 117
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OFFERING CIRCULAR £638,100,000 Tit
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NOTICE TO INVESTORS The Notes of ea
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TRUE, COMPLETE AND NOT MISLEADING.
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(a) to legal entities which are aut
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all materials of any kind (includin
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EXECUTIVE SUMMARY This Executive Su
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STRUCTURE CHART The diagram below i
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Special Servicer ..................
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• relate to a particular Payment
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(b) charges over accounts into whic
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Period (such amounts, collectively,
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espect of the timing or manner of e
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Principal and interest on the Class
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interest determined by reference to
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The Class V Notes will be subject t
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Prospectus to be approved. Applicat
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(b) NAI Amounts have been allocated
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(xvii) seventeenth, to pay to the A
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1984, as amended. If your investmen
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The terms of the leases might affec
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Changes in Medical Practice: The me
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law fixed charges. The security ove
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Tenant Operator Group (1) Southern
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contained in the Security Agreement
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(b) serving a notice of default (in
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• in connection with its acquisit
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Under the terms of the Credit Agree
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Properties. However, there can be n
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until the premises are again render
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Pursuant to the Guarantee and Subor
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The enforcement of security in Scot
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The Notes and interest thereon will
Page 65 and 66: however, there is a conflict betwee
Page 67 and 68: profits or losses could arise in th
Page 69 and 70: including financing relationships,
Page 71 and 72: THE PARTIES Issuer Titan Europe 200
Page 73 and 74: THE LIBRA LOAN AND PROPERTIES Gener
Page 75 and 76: which (whether alone or in combinat
Page 77 and 78: (v) projected net rental income pay
Page 79 and 80: (d) any right or remedy of a Financ
Page 81 and 82: Care Standards Act 2000 (for Proper
Page 83 and 84: Properties located in Northern Irel
Page 85 and 86: Borrower Group Structure Chart (1)
Page 87 and 88: amount of: (i) £216,000 as an upfr
Page 89 and 90: subject to matters disclosed in the
Page 91 and 92: (b) first fixed charges over its in
Page 93 and 94: Loan Name Principal Amount Libra Lo
Page 95 and 96: there will be nothing to prevent th
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Page 99 and 100: Insurance: The landlord is to insur
Page 101 and 102: Properties by Country Country Numbe
Page 103 and 104: (l) Subject as set out in paragraph
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Page 107 and 108: (C) any payment made by the Loan Ar
Page 109 and 110: Moneyline/Telerate Page 3937 or on
Page 111 and 112: (xv) fifteenth, to pay all principa
Page 113 and 114: DESCRIPTION OF THE NOTE TRUST DEED
Page 115: Each Swap Transaction and Basis Swa
Page 119 and 120: (f) except with respect to matters
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Page 123 and 124: (h) any action to bring a Property
Page 125 and 126: “Assumed Scheduled Payment” mea
Page 127 and 128: (b) in the event the related Proper
Page 129 and 130: Rights of PIK Facility Lenders” a
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Page 137 and 138: CASH MANAGEMENT Cash Manager Pursua
Page 139 and 140: The Cash Manager will be permitted
Page 141 and 142: ESTIMATED AVERAGE LIVES OF THE NOTE
Page 143 and 144: available to an investor in such No
Page 145 and 146: Class D Payment Date Scenario 1 Sce
Page 147 and 148: Loan Capital £ Class A Commercial
Page 149 and 150: 2. Notes to the financial informati
Page 151 and 152: Rule 144A Global Note directly thro
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Page 159 and 160: provided that paragraphs (A) to (E)
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Page 163 and 164: 5. Interest the Special Servicer, a
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outstanding is redeemed in full pur
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cent. of the aggregate Principal Am
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Outstanding and Note Factor), and e
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elevant authorities for the amount
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other person as it may think fit to
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(e) The enforcement of the security
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Noteholders and/or the Class D Note
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senior class of Notes then outstand
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17. Privity of Contract The Notes d
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OFFERING EXPENSES Fees and expenses
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Floating Charge. A lender will typi
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Enforcement of Security in England
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Under Section 6 of the Law of Distr
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the same priority in respect of any
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The bankrupt’s estate is comprise
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incorporated overseas. As regards s
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Right of redemption. Under Section
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Floating Charge. Under Northern Iri
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shares. The right to the former is
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The effect of a declaration of dés
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IRISH TAXATION The following is a s
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There can be no assurance that the
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individual resident in another Memb
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y the purchaser in respect of the C
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A Note will be considered issued wi
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which will not be treated as intere
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included in income. Any gain from t
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PTCE 96-23, which exempts certain t
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SUBSCRIPTION AND SALE Credit Suisse
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TRANSFER RESTRICTIONS Because of th
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GENERAL INFORMATION 1. The issue of
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APPENDIX 1 INDEX OF DEFINED TERMS
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Financial Regulator in Ireland ....
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Prospectus Directive...............
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APPENDIX 2 FORM OF STATEMENT TO NOT
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Titan Europe 2007-1 (NHP) Limited C
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APPENDIX 4 THE BORROWER A. Informat
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REGISTERED AND HEAD OFFICE OF THE I
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