MMCapS XVII Final Offering Circular - Irish Stock Exchange

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“ITA”) FOR GERMAN TAX PURPOSES. IN THIS REGARD, PROSPECTIVE INVESTORS MUST REVIEW “RISK FACTORS— CERTAIN MATTERS WITH RESPECT TO GERMAN INVESTORS.” ALL PROSPECTIVE GERMAN INVESTORS ARE URGED TO SEEK INDEPENDENT TAX ADVICE. NONE OF THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE COLLATERAL MANAGER GIVE TAX ADVICE. SANDLER O’NEILL & PARTNERS, L.P. IS NOT LICENSED OR AUTHORIZED TO PROVIDE INVESTMENT SERVICES (INCLUDING BUT NOT LIMITED TO PROVIDING INVESTMENT ADVICE), IN OR FROM GERMANY IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE GERMAN INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF THE SPECIAL ADMINISTRATIVE REGION OF HONG KONG NO PERSON MAY OFFER OR SELL ANY NOTES IN HONG KONG BY MEANS OF THIS OFFERING CIRCULAR OR ANY OTHER DOCUMENT OTHERWISE THAN TO PERSONS WHOSE ORDINARY BUSINESS IT IS TO BUY OR SELL SECURITIES (WHETHER AS PRINCIPAL OR AGENT) OR IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CHAPTER 32 OF THE LAWS OF HONG KONG). UNLESS IT IS A PERSON WHO IS PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG, NO PERSON MAY ISSUE, OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, THIS OFFERING CIRCULAR OR ANY OTHER ADVERTISEMENT, INVITATION OR DOCUMENT WHICH CONTAINS AN INVITATION TO THE PUBLIC TO ENTER INTO OR OFFER TO ENTER INTO AN AGREEMENT TO ACQUIRE, DISPOSE OF, SUBSCRIBE FOR OR UNDERWRITE THE NOTES OTHER THAN IN RESPECT OF NOTES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO PERSONS WHO ARE “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER. SANDLER O’NEILL & PARTNERS, L.P. IS NOT LICENSED OR AUTHORIZED TO PROVIDE INVESTMENT SERVICES (INCLUDING BUT NOT LIMITED TO PROVIDING INVESTMENT ADVICE), IN OR FROM HONG KONG IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE HONG KONG INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF ITALY THIS OFFERING CIRCULAR MAY NOT BE DISTRIBUTED TO MEMBERS OF THE PUBLIC IN ITALY. THE ITALIAN COMMISSIONE NAZIONALE PER LA SOCIETA E LA BORSA HAS NOT AUTHORIZED ANY OFFERING OF THE SUBSCRIPTION OF THE NOTES. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED OR SOLD IN ITALY OR TO RESIDENTS THEREOF EXCEPT AS PERMITTED BY ITALIAN LAW. SANDLER O’NEILL & PARTNERS, L.P. IS NOT LICENSED OR AUTHORIZED TO PROVIDE INVESTMENT SERVICES (INCLUDING BUT NOT LIMITED TO PROVIDING INVESTMENT ADVICE), IN OR FROM ITALY IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE ITALIAN INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF JAPAN THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF JAPAN. NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO OR FOR THE ACCOUNT OF ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN), OR TO OTHERS FOR RE-OFFERING OR SALE, DIRECTLY x
OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW AND ANY OTHER APPLICABLE LAW, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. SANDLER O’NEILL & PARTNERS, L.P. IS NOT LICENSED OR AUTHORIZED TO PROVIDE INVESTMENT SERVICES (INCLUDING BUT NOT LIMITED TO PROVIDING INVESTMENT ADVICE), IN OR FROM JAPAN IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE JAPANESE INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF KOREA NONE OF THE ISSUER, THE CO-ISSUER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE COLLATERAL MANAGER ARE MAKING ANY REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALIFICATION OF THE RECIPIENTS OF THIS OFFERING CIRCULAR FOR THE PURPOSE OF INVESTING IN THE NOTES UNDER THE LAWS OF KOREA, INCLUDING AND WITHOUT LIMITATION THE FOREIGN EXCHANGE MANAGEMENT LAW AND REGULATIONS THEREUNDER. THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF KOREA AND NONE OF THE NOTES MAY BE OFFERED OR SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA. SANDLER O’NEILL & PARTNERS, L.P. IS NOT LICENSED OR AUTHORIZED TO PROVIDE INVESTMENT SERVICES (INCLUDING BUT NOT LIMITED TO PROVIDING INVESTMENT ADVICE), IN OR FROM KOREA IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE KOREAN INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF THE NETHERLANDS THE NOTES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, WHETHER DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY IN THE NETHERLANDS OTHER THAN TO INDIVIDUALS WHO, OR LEGAL ENTITIES WHICH, IN THE COURSE OF THEIR OCCUPATION OR BUSINESS, DEAL OR INVEST IN SECURITIES (AS SET OUT IN SECTION 1 OF THE REGULATION OF 9 OCTOBER 1990 IN IMPLEMENTATION OF SECTION 14 OF THE ACT ON THE SUPERVISION OF INVESTMENT INSTITUTIONS). SANDLER O’NEILL & PARTNERS, L.P. IS NOT LICENSED OR AUTHORIZED TO PROVIDE INVESTMENT SERVICES (INCLUDING BUT NOT LIMITED TO PROVIDING INVESTMENT ADVICE), IN OR FROM NETHERLANDS IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE NETHERLANDS INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF SINGAPORE THIS OFFERING CIRCULAR WILL, PRIOR TO ANY SALE OF SECURITIES PURSUANT TO THE PROVISIONS OF SECTION 106D OF THE COMPANIES ACT (CAP. 50), BE LODGED, PURSUANT TO SAID SECTION 106D, WITH THE REGISTRAR OF COMPANIES IN SINGAPORE, WHICH TAKES NO RESPONSIBILITY FOR ITS CONTENTS, BUT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE REGISTRAR OF COMPANIES IN SINGAPORE. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED, AND NEITHER THIS OFFERING CIRCULAR NOR ANY OTHER OFFERING DOCUMENT OR MATERIAL RELATING TO THE NOTES MAY BE CIRCULATED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO THE PUBLIC OR ANY MEMBER OF THE PUBLIC IN SINGAPORE OTHER THAN TO INSTITUTIONAL INVESTORS OR OTHER PERSONS OF THE KIND SPECIFIED IN SECTION 106C AND SECTION 106D OF THE COMPANIES ACT OR ANY OTHER APPLICABLE EXEMPTION INVOKED UNDER DIVISION 5A OF PART IV OF THE COMPANIES ACT. THE FIRST SALE xi
Page 1 and 2: OFFERING CIRCULAR U.S.$162,000,000
Page 3 and 4: _____________________ This Offering
Page 5 and 6: THE CO-ISSUERS HAVE TAKEN REASONABL
Page 7 and 8: PERSON MAY NOT (A) MAKE, OFFER OR I
Page 9: NOTICE TO RESIDENTS OF FINLAND THE
Page 13 and 14: CHINA THROUGH A PUBLIC OFFERING OR
Page 15 and 16: SUMMARY The following summary is qu
Page 17 and 18: institutional buyers” (as defined
Page 19 and 20: accordance with the Priority of Pay
Page 21 and 22: on the Class C-1 Notes (based on th
Page 23 and 24: Redemption will be made, based on t
Page 25 and 26: A-1 Notes is reduced to zero, then
Page 27 and 28: Placement Agents. In each case, the
Page 29 and 30: “Security for the Notes— Descri
Page 31 and 32: Expense Reserve Account The Trustee
Page 33 and 34: RISK FACTORS Prospective Noteholder
Page 35 and 36: 4. Nature of the Bank Subordinated
Page 37 and 38: company’s surplus. In addition, c
Page 39 and 40: or the Collateral Manager makes any
Page 41 and 42: to deliver a certificate to the Tru
Page 43 and 44: termination date, the Issuer may be
Page 45 and 46: of any such Collateral Debt Securit
Page 47 and 48: connection with such transactions,
Page 49 and 50: The FASB has also issued Statement
Page 51 and 52: ules and regulations to implement i
Page 53 and 54: Shareholder’s equity: The Co-Issu
Page 55 and 56: Amounts payable on Certificated Not
Page 57 and 58: (ii) If, on any LIBOR Determination
Page 59 and 60: Collateral Debt Securities) may not
Page 61 and 62:
If any SPV Trustee Expenses remain
Page 63 and 64:
deposited into the Class A/B Reserv
Page 65 and 66:
An Optional Notes Redemption will c
Page 67 and 68:
Form, Denomination and Registration
Page 69 and 70:
SECURITY FOR THE NOTES General The
Page 71 and 72:
The Bank Subordinated Note Issuers
Page 73 and 74:
Description of the Bank Capital Sec
Page 75 and 76:
Redemption and Prepayments Each Cap
Page 77 and 78:
espect to any dilution of the holde
Page 79 and 80:
such case, its parent Affiliated De
Page 81 and 82:
Each Affiliated Depository Institut
Page 83 and 84:
of the Bank Subordinated Note Issue
Page 85 and 86:
Bank Subordinated Note Issuer and s
Page 87 and 88:
Distributions Distributions on the
Page 89 and 90:
Capital Securities Issuer Securitie
Page 91 and 92:
Corresponding Debentures will be su
Page 93 and 94:
such Affiliated Insurance Instituti
Page 95 and 96:
obligations and corporate expenses,
Page 97 and 98:
amount of interest payable for any
Page 99 and 100:
Events of Default, Waiver of Notice
Page 101 and 102:
The weighted average spread over LI
Page 103 and 104:
Disposition of the Collateral Debt
Page 105 and 106:
adversely affect in any material re
Page 107 and 108:
SECOND: to pay to the Collateral Ma
Page 109 and 110:
Notes are rated by such Rating Agen
Page 111 and 112:
? The Aggregate Principal Amount of
Page 113 and 114:
of the Swap Notional Amount with re
Page 115 and 116:
General Information Sandler O’Nei
Page 117 and 118:
Issuer or the Trustee in following
Page 119 and 120:
avoid termination of the Collateral
Page 121 and 122:
to the Priority of Payments, and in
Page 123 and 124:
the Trustee, the Collateral Adminis
Page 125 and 126:
IN RELIANCE ON EXCEPTIONS FROM THE
Page 127 and 128:
COMPANY” PROVIDED BY SECTION 3(c)
Page 129 and 130:
Global Note, (a) is neither a “U.
Page 131 and 132:
INVESTMENT COMPANY ACT OF 1940, AS
Page 133 and 134:
SATISFY THE REQUIREMENTS FOR RELIEF
Page 135 and 136:
Global Notes and Physical Notes Eac
Page 137 and 138:
only if (i) the Issuer has received
Page 139 and 140:
U.S. holders should consult with th
Page 141 and 142:
Sale, Redemption or other Dispositi
Page 143 and 144:
gains derived from the sale of Note
Page 145 and 146:
entity, 25% or more of the value of
Page 147 and 148:
their own legal advisors in determi
Page 149 and 150:
“FSMA”)) received by it in conn
Page 151 and 152:
LISTING AND GENERAL INFORMATION 1.
Page 153 and 154:
ANNEX A GLOSSARY OF CERTAIN DEFINED
Page 155 and 156:
“Applicable Regulator”: With re
Page 157 and 158:
adequacy guidelines of the Federal
Page 159 and 160:
issuer of Collateral Debt Securitie
Page 161 and 162:
Account, exceeds (y) the sum of (wi
Page 163 and 164:
“Indenture”: The Indenture date
Page 165 and 166:
“Liquidation Distribution”: Upo
Page 167 and 168:
“Par Special Redemption Price”:
Page 169 and 170:
“Rating Condition”: Written con
Page 171 and 172:
outstanding that such obligations a
Page 173 and 174:
“United States Alien Holder”: A
Page 175 and 176:
Coverage Tests ....................
Page 177 and 178:
Upfront Payment ...................
Page 179:
MMCAPS FUNDING XVII, LTD. MMCAPS FU
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MMCapS XVII Final Offering Circular - Irish Stock Exchange

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