MMCapS XVII Final Offering Circular - Irish Stock Exchange

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OF SECURITIES ACQUIRED UNDER A SECTION 106C OR SECTION 106D EXEMPTION IS SUBJECT TO THE PROVISIONS OF SECTION 106E OF THE COMPANIES ACT. 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 SINGAPORE IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE SINGAPOREAN INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF SPAIN THIS OFFERING CIRCULAR HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE COMISION NACIONAL DEL MERCADO DE VALORES OF SPAIN AND MAY NOT BE DISTRIBUTED IN SPAIN IN CONNECTION WITH THE OFFERING AND SALE OF THE NOTES WITHOUT COMPLYING WITH ALL LEGAL AND REGULATORY REQUIREMENTS IN RELATION THERETO. 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 SPAIN IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE SPANISH INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF SWEDEN THIS OFFERING CIRCULAR IS FOR THE RECIPIENT ONLY AND MAY NOT IN ANY WAY BE FORWARDED TO ANY OTHER PERSON OR TO THE PUBLIC IN SWEDEN. THE OFFERING OF THE NOTES IS INTENDED TO BE A PRIVATE PLACEMENT, AND A MINIMUM INVESTMENT OF SEK300,000 IN THE NOTES IS REQUIRED. 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 SWEDEN IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE SWEDISH INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF SWITZERLAND THE CO-ISSUERS HAVE NOT BEEN AUTHORIZED BY THE SWISS FEDERAL BANKING COMMISSION AS A FOREIGN INVESTMENT FUND UNDER ARTICLE 45 OF THE SWISS FEDERAL LAW ON INVESTMENT FUNDS OF 18 MARCH 1994. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED OR DISTRIBUTED ON A PROFESSIONAL BASIS IN OR FROM SWITZERLAND, AND NEITHER THIS OFFERING CIRCULAR NOR ANY OTHER OFFERING MATERIALS RELATING TO THE NOTES MAY BE DISTRIBUTED IN CONNECTION WITH ANY SUCH OFFERING OR DISTRIBUTION. THE NOTES MAY, HOWEVER, BE OFFERED AND THIS OFFERING CIRCULAR MAY BE DISTRIBUTED IN SWITZERLAND ON A PROFESSIONAL BASIS TO A LIMITED NUMBER OF PROFESSIONAL INVESTORS IN CIRCUMSTANCES SUCH THAT THERE IS NO PUBLIC OFFER. 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 SWITZERLAND IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE SWISS INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF TAIWAN AND CHINA THE OFFER OF THE NOTES HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND FUTURES COMMISSION OF TAIWAN OR WITH THE RELEVANT REGULATORY AUTHORITIES IN THE REPUBLIC OF CHINA PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS AND MAY NOT BE OFFERED OR SOLD WITHIN TAIWAN OR THE REPUBLIC OF xii
CHINA THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF TAIWAN OR WITHIN THE MEANING OF RELEVANT SECURITIES LAWS AND REGULATIONS IN THE REPUBLIC OF CHINA THAT REQUIRE A REGISTRATION OR APPROVAL OF THE SECURITIES AND FUTURES COMMISSION OF TAIWAN OR THE RELEVANT SECURITIES REGULATORY AUTHORITIES IN CHINA. 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 TAIWAN AND CHINA IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE TAIWANESE AND CHINESE INVESTORS ON ANY ASPECT OF THIS OFFER. NOTICE TO RESIDENTS OF THE UNITED KINGDOM THE NOTES MAY NOT BE OFFERED OR SOLD AND, PRIOR TO THE EXPIRY OF THE PERIOD OF SIX MONTHS FROM THE CLOSING DATE, WILL NOT BE OFFERED OR SOLD TO PERSONS IN THE UNITED KINGDOM EXCEPT TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSE OF THEIR BUSINESS OR OTHERWISE IN CIRCUMSTANCES THAT HAVE NOT RESULTED AND WILL NOT RESULT IN AN OFFER TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE PROSPECTUS REGULATIONS 2005. THIS OFFERING CIRCULAR AND ANY OTHER DOCUMENT IN CONNECTION WITH THE OFFERING AND ISSUANCE OF THE NOTES MAY ONLY BE ISSUED OR PASSED ON TO A PERSON OF A KIND DESCRIBED IN ARTICLE 49(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR IS A PERSON TO WHOM THIS OFFERING CIRCULAR OR ANY OTHER SUCH DOCUMENT MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 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 UNITED KINGDOM IN CONNECTION WITH THIS OFFER. SANDLER O’NEILL & PARTNERS, L.P. IS UNABLE TO ADVISE UNITED KINGDOM INVESTORS ON ANY ASPECT OF THIS OFFER. AVAILABLE INFORMATION To permit compliance with Rule 144A under the Securities Act for resales of the Notes, the Co-Issuers will make available upon request to Holders and prospective purchasers designated by any Holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Co-Issuers are not reporting companies under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or exempt from reporting requirements pursuant to Rule 12g3-2(b) under the Exchange Act. CERTAIN CONSIDERATIONS RELATING TO THE CAYMAN ISLANDS The Issuer is an exempted company with limited liability incorporated under the laws of the Cayman Islands. As a result, it may not be possible for investors to effect service of process upon the Issuer within the United States or to enforce against the Issuer in United States courts judgments predicated upon the civil liability provisions of the securities laws of the United States. The Issuer has been informed by Maples and Calder, its legal advisor in the Cayman Islands, that the United States and the Cayman Islands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters and that a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon United States securities laws, would, therefore, not be automatically enforceable in the Cayman Islands and there is doubt as to the enforceability in the Cayman Islands, in original actions or in actions for the enforcement of judgments of the United States courts, of liabilities predicated solely xiii
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 and 10: NOTICE TO RESIDENTS OF FINLAND THE
Page 11: OR INDIRECTLY, IN JAPAN OR TO A RES
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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