MMCapS XVII Final Offering Circular - Irish Stock Exchange

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Prepayments” and, together with the Class A/B Coverage Prepayments, “Coverage Prepayments”), in each case, without payment of any make-whole amount or redemption premium. See “Description of the Notes— Coverage Tests and Prepayments.” Class C Interest Coverage Test Class C Principal Coverage Test Security for the Notes On any Calculation Date, a test that is satisfied if the ratio of (x) to (y) equals or exceeds 105%, where (x) is the Interest Coverage Amount and (y) is an amount equal to the sum of (a) the Periodic Interest Amount for the Class A Notes for the related Payment Date, (b) the Periodic Interest Amount for the Class B Notes for the related Payment Date and (c) the Periodic Interest Amount for the Class C Notes for the related Payment Date. On any Calculation Date, a test which is satisfied if the ratio of (x) to (y) equals or exceeds 102.1%, where (x) is the Principal Coverage Amount and (y) is the sum of (a) the Aggregate Principal Amount of the Class A Notes then Outstanding (after giving effect to any Coverage Prepayments to be made on the Class A Notes on the related Payment Date as a result of the application of the Class A/B Coverage Tests), (b) the Aggregate Principal Amount of the Class B Notes then Outstanding (after giving effect to any Coverage Prepayments to be made on the Class B Notes on the related Payment Date as a result of the application of the Class A/B Coverage Tests) and (c) the Aggregate Principal Amount of the Class C Notes then Outstanding. The Notes will be secured by the Trust Estate. The Trust Estate will generally consist of all money, instruments and other property and rights subject to the lien of the Indenture and all proceeds thereof, including the Collateral Debt Securities, the Guarantees, the Eligible Investments, the Class A/B Reserve Account, the Expense Reserve Account, the Interest Collection Account, the Principal Collection Account, the Semiannual Receipts Account, each Hedge Counterparty Collateral Account and the Issuer’s rights under each Hedge Agreement and the Collateral Management Agreement. Payments received by the Issuer in respect of the Collateral Debt Securities and the Hedge Agreements will be the only source of payments on the Notes. “Collateral Debt Securities” consist of (i) capital securities (the “Bank Capital Securities”) issued by wholly owned trust subsidiaries (each, a “Bank Capital Securities Issuer”) of bank holding companies, thrift holding companies or holding companies of other depository institutions (each, an “Affiliated Depository Institution”), (ii) subordinated notes (the “Bank Subordinated Notes”) issued by banks, thrifts or other depository institutions or holding companies of banks, thrifts or other depository institutions (each, a “Bank Subordinated Note Issuer”), (iii) capital securities (the “Insurance Capital Securities” and, together with the Bank Capital Securities, the “Capital Securities”) issued by wholly owned trust subsidiaries (each, an “Insurance Capital Securities Issuer” and, together with the Bank Capital Securities Issuers, the “Capital Securities Issuers”) of an insurance holding company and an insurance related company (each, an “Affiliated Insurance Institution”) and (iv) a surplus note (the “Insurance Surplus Note”) issued by an insurance company (the “Insurance Surplus Note Issuer”). See “Security for the Notes.” The Collateral Debt Securities will each have different coupon rates, accrual periods, call dates and prices, events permitting redemption, maturity dates and other terms. On the Closing Date, the Issuer will purchase Collateral Debt Securities with a Principal Balance of U.S.$300,000,000 from Greenwich Capital Financial Products, Inc., an Affiliate of Greenwich Capital Markets, Inc. (in such capacity, the “Warehouse Provider”), one of the Initial Purchasers and Placement Agents. In each case, the Warehouse Provider will have purchased 12
Placement Agents. In each case, the Warehouse Provider will have purchased the Collateral Debt Securities in transactions in which Sandler O’Neill & Partners, L.P. was acting as placement agent in primary market transactions or as broker or dealer in secondary market transactions, and may have earned a fee or commission in connection with such transactions. See “Risk Factors— Potential Conflicts of Interest— Conflicts of Interest Involving the Initial Purchasers and Placement Agents” and “—Purchase of Collateral Debt Securities; Warehouse Arrangements.” No Collateral Debt Securities will be acquired by the Issuer after the Closing Date. The proceeds from any sales of Collateral Debt Securities (and other Collections received with respect to the Collateral Debt Securities) will be reinvested in Eligible Investments maturing on or prior to the Payment Date following receipt thereof and are required to be distributed on such following Payment Date in accordance with the Priority of Payments. The Capital Securities The Capital Securities will have the characteristics and will meet the criteria described under the heading “Security for the Notes— Portfolio Limitations.” Each Capital Securities Issuer has used or will use the proceeds of the sale of its Capital Securities to purchase junior subordinated debt securities (in each case, the “Corresponding Debentures”) issued by its Affiliated Depository Institution or Affiliated Insurance Institution, as the case may be. Each Capital Securities Issuer’s only source of cash to make payments on the Capital Securities will be payments it receives from the Corresponding Debentures it holds. Payments on each Capital Securities Issuer’s Capital Securities are guaranteed by its Affiliated Depository Institution or Affiliated Insurance Institution, as the case may be, to the extent described herein. See “Security for the Notes— Description of the Bank Capital Securities— Terms of the Guarantees” and “Security for the Notes— Description of the Insurance Capital Securities— Terms of the Guarantees.” Distributions on the Capital Securities are payable quarterly or semiannually in arrears on their respective payment dates in each year. Upon the occurrence of certain events, distributions on the Capital Securities may be deferred for up to five consecutive annual periods or equivalent semiannual or quarterly periods, after which all distributions become due and payable. See “Security for the Notes— Description of the Bank Capital Securities— Terms of the Bank Capital Securities— Distributions” and “Security for the Notes— Description of the Insurance Capital Securities— Terms of the Insurance Capital Securities— Distributions.” The Capital Securities issued by each Capital Securities Issuer will be redeemed when the Corresponding Debentures issued by its Affiliated Depository Institution or Affiliated Insurance Institution, as the case may be, are paid on their respective maturity dates or upon earlier dates of redemption of such Corresponding Debentures. Generally, the Corresponding Debentures may be redeemed, at the option of the applicable Affiliated Depository Institution or Affiliated Insurance Institution, as the case may be, (a) in whole or in part at the Optional Redemption Price on or after their respective initial optional redemption dates or (b) in whole within 90 days following the occurrence of a Bank Capital Securities Special Event or an Insurance Capital Securities Special Event, as applicable, at the Special Redemption Price, plus, in the case of both clause (a) and clause (b), accrued and unpaid interest to the redemption date. The right of an Affiliated Depository Institution to redeem its Corresponding Debentures is subject to receipt of prior approval from the Applicable Regulator, if then required under applicable regulatory capital guidelines or policies of the Applicable Regulator. See “Security for the Notes— Description of the Bank Capital Securities— Terms of the Bank Capital Securities— Redemption and Prepayments” and “Security for the 13
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 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: A-1 Notes is reduced to zero, then
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
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of the Bank Subordinated Note Issue
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Bank Subordinated Note Issuer and s
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Distributions Distributions on the
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Capital Securities Issuer Securitie
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Corresponding Debentures will be su
Page 93 and 94:
such Affiliated Insurance Instituti
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obligations and corporate expenses,
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amount of interest payable for any
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Events of Default, Waiver of Notice
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The weighted average spread over LI
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Disposition of the Collateral Debt
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adversely affect in any material re
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SECOND: to pay to the Collateral Ma
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Notes are rated by such Rating Agen
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? The Aggregate Principal Amount of
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of the Swap Notional Amount with re
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General Information Sandler O’Nei
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Issuer or the Trustee in following
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avoid termination of the Collateral
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to the Priority of Payments, and in
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the Trustee, the Collateral Adminis
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IN RELIANCE ON EXCEPTIONS FROM THE
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COMPANY” PROVIDED BY SECTION 3(c)
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Global Note, (a) is neither a “U.
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INVESTMENT COMPANY ACT OF 1940, AS
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SATISFY THE REQUIREMENTS FOR RELIEF
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Global Notes and Physical Notes Eac
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only if (i) the Issuer has received
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U.S. holders should consult with th
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Sale, Redemption or other Dispositi
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gains derived from the sale of Note
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entity, 25% or more of the value of
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their own legal advisors in determi
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“FSMA”)) received by it in conn
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LISTING AND GENERAL INFORMATION 1.
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ANNEX A GLOSSARY OF CERTAIN DEFINED
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“Applicable Regulator”: With re
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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
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“Indenture”: The Indenture date
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“Liquidation Distribution”: Upo
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“Par Special Redemption Price”:
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“Rating Condition”: Written con
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outstanding that such obligations a
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“United States Alien Holder”: A
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Coverage Tests ....................
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Upfront Payment ...................
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MMCAPS FUNDING XVII, LTD. MMCAPS FU
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MMCapS XVII Final Offering Circular - Irish Stock Exchange

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