MMCapS XVII Final Offering Circular - Irish Stock Exchange

and the Income Notes will be non-recourse obligations of the Issuer only, and
all amounts payable in respect of the Notes will be paid solely from and to the
extent of the available proceeds from the Trust Estate.
Collateral Manager
Use of Proceeds
Denominations
Form, Registration and
Transfer of the Notes
Sandler O’Neill Advisors, L.P., a Delaware limited partnership (the “Collateral
Manager”), which is an Affiliate of Sandler O’Neill & Partners, L.P., one of
the Initial Purchasers and Placement Agents, will serve as the collateral
manager under a Collateral Management Agreement (the “Collateral
Management Agreement”), dated as of the Closing Date, between the Issuer
and the Collateral Manager. Pursuant to the Collateral Management
Agreement and consistent with the terms of the Indenture, the Collateral
Manager will advise the Issuer with respect to the selection and acquisition of
(i) the Collateral Debt Securities to be acquired by the Issuer on the Closing
Date and (ii) the Eligible Investments to be acquired by the Issuer from time to
time, in each case, based on the restrictions set forth in the Indenture (including
the portfolio limitations described in “Security for the Notes— Portfolio
Limitations” herein). The Collateral Manager will also advise the Issuer with
respect to the disposition of the Collateral Debt Securities and Eligible
Investments (including exercising rights and remedies associated with the
Collateral Debt Securities and Eligible Investments). The Collateral Manager
will also advise the Issuer with respect to entering into, assigning, transferring,
terminating and reducing the notional amount of Hedge Agreements. For a
summary of the provisions of the Collateral Management Agreement and
certain other information concerning the Collateral Manager, see “The
Collateral Manager” and “The Collateral Management Agreement.”
A portion of the gross proceeds received from the issuance and sale of the
Notes and the upfront payment from the initial Hedge Counterparty to the
Issuer under the related Hedge Agreement (the “Upfront Payment”) will be
applied by the Issuer to pay the organizational expenses of the Co-Issuers
(including, without limitation, the legal fees and expenses of counsel to the Co-
Issuers, the Initial Purchasers, the Placement Agents and the Collateral
Manager), to pay expenses relating to the acquisition of the Collateral Debt
Securities and any other Administrative Expenses incurred by the Issuer on or
prior to, or in connection with, the Closing Date, and to pay the expenses of
offering the Notes (including placement agency fees payable in connection
with the placement of the Income Notes). The net proceeds received from the
issuance and sale of the Notes and the Upfront Payment, after payment of the
foregoing expenses, will be used by the Issuer to purchase a portfolio of
Collateral Debt Securities with an aggregate Principal Balance of
U.S.$300,000,000 as of the Closing Date.
The Class A Notes, Class B Notes and Class C Notes will be issued in
minimum denominations of U.S.$250,000 and integral multiples of U.S.$1,000
in excess thereof. The Income Notes will be issued in minimum
denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess
thereof. No Notes will be issued in bearer form. The Notes are subject to
certain restrictions on transfer as described herein. See “Transfer
Restrictions.”
The Class A Notes, Class B Notes and Class C Notes initially sold in the
United States or to U.S. Persons in reliance on Rule 144A under the Securities
Act (“Rule 144A”) will be represented by one or more permanent global notes
in definitive, fully registered form without interest coupons (each, a “Rule
144A Global Note”) deposited with the Trustee as custodian for, and registered
in the name of, a nominee of The Depository Trust Company (“DTC”). Rule
144A Global Notes may be sold only to purchasers that are “qualified
institutional buyers” (as defined in Rule 144A) (“Qualified Institutional
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