MMCapS XVII Final Offering Circular - Irish Stock Exchange

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upon United States securities laws. The Issuer will appoint CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its agent for service of process. xiv
SUMMARY The following summary is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Offering Circular and the documents referred to herein. A glossary of certain defined terms used herein (the “Glossary”) appears as Annex A to this Offering Circular, and an index of defined terms used herein appears as Annex B hereto. The Issuer MMCapS Funding XVII, Ltd., a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”). The Issuer has no prior operating history. The Issuer has been established to acquire a portfolio of Bank Capital Securities, Bank Subordinated Notes, Insurance Capital Securities and the Insurance Surplus Note (collectively, the “Collateral Debt Securities”) issued by various issuers that satisfy certain criteria described herein. The activities of the Issuer will be limited to (i) issuance of the Ordinary Shares, (ii) issuance of the Notes, which will be secured by the Collateral Debt Securities, (iii) investing in and disposing of Collateral Debt Securities and Eligible Investments as permitted by the Indenture, (iv) entering into and performing its obligations under the Indenture, the Collateral Management Agreement, the Collateral Administration Agreement and the Hedge Agreements, and (v) other activities incidental to the foregoing and permitted by the Indenture. Cash flow derived from the Collateral Debt Securities securing the Notes and amounts received under the Hedge Agreements will be the only source of funds available to make payments on the Notes. The Issuer has an authorized capital of U.S.$250 consisting of 250 voting ordinary shares, U.S.$1.00 par value per share (the “Ordinary Shares”). By the Closing Date, all of the Ordinary Shares will be issued and outstanding and will be held by Maples Finance Limited on the terms of a declaration of trust. The Co-Issuer Securities Offered MMCapS Funding XVII, Corp., a newly formed Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”). The Co-Issuer will be capitalized only to the extent of its common equity of U.S.$100, will have no assets other than its equity capital and will have no debt other than as Co-Issuer of the Class A Notes, Class B Notes and Class C Notes. The Income Notes will not be obligations of the Co-Issuer. (i) U.S.$162,000,000 in Aggregate Principal Amount of Class A-1 Floating Rate Notes Due 2035 (the “Class A-1 Notes”), (ii) U.S.$19,500,000 in Aggregate Principal Amount of Class A-2 Floating Rate Notes Due 2035 (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes”), (iii) U.S.$33,000,000 in Aggregate Principal Amount of Class B Floating Rate Notes Due 2035 (the “Class B Notes”), (iv) U.S.$35,475,000 in Aggregate Principal Amount of Class C-1 Floating Rate Deferrable Interest Notes Due 2035 (the “Class C-1 Notes”), (v) U.S.$35,475,000 in Aggregate Principal Amount of Class C-2 Fixed Rate Deferrable Interest Notes Due 2035 (the “Class C-2 Notes” and, together with the Class C-1 Notes, the “Class C Notes”) and (vi) U.S.$27,000,000 in Aggregate Principal Amount of Subordinate Income Notes Due 2035 (the “Income Notes” and, together with the Class A Notes, Class B Notes and Class C Notes, the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), dated as of the Closing Date, among the Issuer, the Co-Issuer and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”). The Class A Notes, Class B Notes and Class C Notes will be non-recourse obligations of the Co-Issuers and the Income Notes will be non-recourse obligations of the Issuer only, and 1
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 and 12: OR INDIRECTLY, IN JAPAN OR TO A RES
Page 13: CHINA THROUGH A PUBLIC OFFERING OR
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
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Each Affiliated Depository Institut
Page 83 and 84:
of the Bank Subordinated Note Issue
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Bank Subordinated Note Issuer and s
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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
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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
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Disposition of the Collateral Debt
Page 105 and 106:
adversely affect in any material re
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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
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issuer of Collateral Debt Securitie
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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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