INTERMEDIATE FINANCE II CLO Offering Memorandum - BLACK ...

More documents

Recommendations

Info

easonable expenses incurred in connection therewith) would be sufficient to discharge in full all amounts due and payable in respect of all Classes of Notes (including, without limitation, Deferred Interest on the Class C Notes and the Class D Notes) and all amounts payable in priority thereto pursuant to the Priorities of Payments (such determination being an “Enforcement Threshold Determination”); or if so directed by the Controlling Class, acting by Extraordinary Resolution. The requirements described above could result in enforcement of such security in circumstances where the proceeds of liquidation thereof would be insufficient to ensure payment in full of all amounts due and payable in respect of the Rated Notes in accordance with the Priorities of Payments and/or at a time when enforcement thereof may be adverse to the interests to certain Classes of Notes. 2.17 Class A-2 Notes The Class A-2 Noteholders will be required to make their Pro Rata Share of each Class A-2 Advance to the Issuer. In the event that any Class A-2 Noteholder (a) has failed to pay its Pro Rata Share of a Class A-2 Advance when requested or (b) has not complied with the terms of the relevant Class A-2 Note Purchase Agreement and has not complied with remedial action in relation thereto (if any), then the Class A-2 Notes of such Noteholder shall be redeemed by the Issuer (or the Investment Manager on its behalf). Such Class A-2 Notes redeemed shall, subject to receipt of Rating Agency Confirmation, be replaced by either (i) new notes to be issued by the Issuer, having obtained Rating Agency Confirmation in respect of such new notes, in an amount up to the Principal Amount Outstanding of such redeemed Notes immediately prior to the redemption thereof and in accordance with Condition 17 (Additional Issuances) or (ii) a multi-currency loan facility to be entered into by the Issuer, the maximum commitment amount of which will be an amount up to the Principal Amount Outstanding of such redeemed Notes immediately prior to the redemption thereof; (i) and (ii) together, the “Replacement Financing”). In the circumstances where the Issuer does not obtain Replacement Financing, there may be a shortfall in the required level of Class A-2 Currency, or Euro as applicable, received by the Issuer, and therefore its ability to purchase Collateral Debt Obligations denominated in a Class A-2 Currency and consequently its interest payment obligations under the Notes may be adversely affected. Class A-2 Noteholders are required to meet required ratings upon entry, but may not be required to maintain ratings or part collateral upon downgrade as specified in the Class A-2 Note Purchase Agreement. 2.18 Ability to issue Further Notes The Issuer’s ability to issue Further Notes will depend upon a number of factors including its ability to satisfy the conditions to issuance as described in Condition 17 (Additional Issuances) and the ability of the Issuer to sell the Further Notes upon issue thereof which will depend upon the condition of the financial markets generally and the market for collateralised loan obligations in particular. The Issuer’s ability to issue Further Issuer Euro Shares will depend upon the ability and willingness of ICG to subscribe for such shares. At the date of issue of any Further Notes the leverage ratio may differ from that prior to the issue of such Further Notes. Such Further Notes may be issued subject to obtaining Rating Agency Confirmation for those Further Notes and also Notes already in existence prior to the issue of such Further Notes. 24
3. RELATING TO THE COLLATERAL 3.1 The Portfolio The decision by any prospective holder of Notes to invest in such Notes should be based among other things (including, without limitation, the identity of the Investment Manager) on the Eligibility Criteria which each Collateral Debt Obligation is required to satisfy, the Percentage Limitations, the Collateral Quality Tests, the Coverage Tests and the Target Par Amount that the Portfolio is required to satisfy as at the Effective Date and thereafter. Although each Collateral Debt Obligation is required to satisfy the Eligibility Criteria (as determined by the Investment Manager in accordance with the Investment Management Agreement) on the date the Issuer enters into a binding commitment to purchase an obligation, this <strong>Offering</strong> <strong>Memorandum</strong> does not contain any information regarding the individual Collateral Debt Obligations on which the Notes will be secured from time to time. Purchasers of any of the Notes will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Investment Manager, acting on behalf of the Issuer and, accordingly, will be dependant upon the judgment and ability of the Investment Manager in acquiring investments for purchase on behalf of the Issuer over time. No assurance can be given that the Investment Manager, acting on behalf of the Issuer, will be successful in obtaining suitable investments or that, if such investments are made, the objectives of the Issuer will be achieved. Neither the Issuer nor the Initial Purchaser has made any investigation into the Obligors of the Collateral Debt Obligations. The value of the Portfolio may fluctuate from time to time (as a result of substitution or otherwise) and none of the Issuer, the Trustee, the Initial Purchaser, the Custodian, the Investment Manager, the Collateral Administrator, any Hedge Counterparty, the Liquidity Facility Provider or any others (the “Transaction Parties”) or any of their Affiliates are under any obligation to maintain the value of the Collateral Debt Obligations at any particular level. None of the Transaction Parties or any of their Affiliates has any liability to the Noteholders as to the amount or value of, or any decrease in the value of, the Collateral Debt Obligations from time to time. 3.2 Nature of the Collateral The Collateral on which the Notes and the claims of the other Secured Parties are secured will be subject to credit, liquidity, interest rate and exchange rate risks, general economic conditions, operational risks, structural risks, the condition of financial markets, political events, developments or trends in any particular industry, changes in prevailing interest rates and periods of adverse performance. All of the Collateral Debt Obligations pledged to secure the Notes will be mezzanine loans of various Obligors have their principal place of business in a Qualifying Country. Substantially all such loans will be rated or assigned an implied rating below investment grade and some of such loans may be denominated in a Non-Euro Currency. Credit Risk: Investment in the Notes of any Class involves a degree of risk arising from fluctuations in the amount and timing of receipt of the principal and interest on the Collateral Debt Obligations by or on behalf of the Issuer and the amounts of the claims of creditors of the Issuer ranking in priority to the holders of each Class of the Notes. In particular, prospective purchasers of such Notes should be aware that the amount and timing of payment of the principal and interest on the Collateral Debt Obligations will depend upon the detailed terms of the documentation relating to each of the Collateral Debt Obligations and on whether or not any obligor thereunder defaults in its obligations. Default and Concentration Risk: The subordination levels of each of the Classes of Notes will be established to withstand certain assumed deficiencies in payment caused by defaults on the related Collateral Debt Obligations. See “Ratings of the Notes”. There is no assurance that actual losses will not exceed such assumed losses. If actual payment deficiencies exceed 25
Page 1 and 2: INTERMEDIATE FINANCE II PLC (a publ
Page 3 and 4: information is in accordance with t
Page 5 and 6: GENERAL NOTICE EACH PURCHASER OF TH
Page 7 and 8: IRISH STOCK EXCHANGE (THE “OFFERI
Page 9 and 10: THIS OFFERING MEMORANDUM IS INTENDE
Page 11 and 12: VOM APRIL 2005 IN DER BUNDESREPUBLI
Page 13 and 14: NOTES UPON THE REQUEST OF SUCH INVE
Page 15 and 16: TABLE OF CONTENTS SUMMARY..........
Page 17 and 18: SUMMARY The following summary does
Page 19 and 20: Class A-2 Notes The Class A-2 Notes
Page 21 and 22: (a) in the case of non-payment of i
Page 23 and 24: Commitment Fee, Break Costs and unp
Page 25 and 26: Purchase of Collateral Debt Obligat
Page 27 and 28: Collateral Debt Obligations denomin
Page 29 and 30: egistered form, without interest co
Page 31 and 32: of Condition 17 (Additional Issuanc
Page 33 and 34: Notes will develop or, if a seconda
Page 35 and 36: circumstances could be adverse to t
Page 37 and 38: Liquidation of the Collateral at su
Page 39: aggregate Principal Amount Outstand
Page 43 and 44: which may be greater or less than t
Page 45 and 46: Increased Risks for Mezzanine Oblig
Page 47 and 48: directly from the Obligor all payme
Page 49 and 50: The Investment Manager will be requ
Page 51 and 52: any Further Issuer Euro Shares (and
Page 53 and 54: Obligations and Eligible Investment
Page 55 and 56: Obligations from a Selling Institut
Page 57 and 58: the Related Entities. As referred t
Page 59 and 60: 7. TAXATION OF THE ISSUER The Direc
Page 61 and 62: court based procedure) by appointin
Page 63 and 64: have any liability whatsoever in re
Page 65 and 66: manager appointed pursuant to the t
Page 67 and 68: (and, for the purposes of this defi
Page 69 and 70: “Balance” means on any date, wi
Page 71 and 72: (b) where the Class A Notes are to
Page 73 and 74: “Class A-1 Noteholders” means t
Page 75 and 76: “Class A-2 Noteholder Collateral
Page 77 and 78: contingent liabilities or obligatio
Page 79 and 80: “Credit Improved Obligation” me
Page 81 and 82: (b) in respect of which any bankrup
Page 83 and 84: “Due Period” means, with respec
Page 85 and 86: 91 days, the issuer thereof must al
Page 87 and 88: “Expected Net Proceeds” means t
Page 89 and 90: determined by the Collateral Admini
Page 91 and 92:
Transaction which is replacing an I
Page 93 and 94:
(d) each Determination Date; (e) th
Page 95 and 96:
“Obligor” means, in respect of
Page 97 and 98:
“PIK Fixed Obligation” means a
Page 99 and 100:
default under any applicable Underl
Page 101 and 102:
“Rating Agencies” means Moody
Page 103 and 104:
“Reinvestment Period” means the
Page 105 and 106:
(b) in the case of any Asset Swap O
Page 107 and 108:
“Spot Rate of Exchange” means t
Page 109 and 110:
“Total Class A-2 Outstandings”
Page 111 and 112:
holdings of Notes. Each Definitive
Page 113 and 114:
applicable in the Priorities of Pay
Page 115 and 116:
(y) the Class A-2 Notes, subject to
Page 117 and 118:
into the Collateral Enhancement Acc
Page 119 and 120:
The calculation of any Coverage Tes
Page 121 and 122:
ise to a Class A-2 Currency Funding
Page 123 and 124:
the Collateral Enhancement Account;
Page 125 and 126:
eceived by the Issuer under any Ass
Page 127 and 128:
acquisition of any Synthetic Securi
Page 129 and 130:
Obligation has been repaid in full
Page 131 and 132:
(for the purposes of which determin
Page 133 and 134:
Principal Subaccount, subject to th
Page 135 and 136:
elation to a Delayed Drawdown Oblig
Page 137 and 138:
(J) all Class A-2 Currency Issue Pr
Page 139 and 140:
(B) all amendment and waiver fees,
Page 141 and 142:
(x) each Coverage Test is satisfied
Page 143 and 144:
standing to the credit of the relev
Page 145 and 146:
the applicable Hedge Counterparty i
Page 147 and 148:
over the Synthetic Collateral Accou
Page 149 and 150:
(C) to any Class A-2 Noteholder ove
Page 151 and 152:
indulgence, time or notification, m
Page 153 and 154:
also a Payment Date deposits in the
Page 155 and 156:
Class A-2 Notes to an amount equal
Page 157 and 158:
(A) “Gross-Up Tax Amounts” mean
Page 159 and 160:
(d) Redemption for Tax Reasons The
Page 161 and 162:
(i) No other Redemption The Issuer
Page 163 and 164:
arrangements entered into between t
Page 165 and 166:
(i) the Issuer has paid or deposite
Page 167 and 168:
(d) Purchase of Collateral by Noteh
Page 169 and 170:
(iv) Written Resolutions Any Writte
Page 171 and 172:
the opinion of the Trustee, is of a
Page 173 and 174:
directions of the holders of the Co
Page 175 and 176:
which interest will accrue) of such
Page 177 and 178:
applicable at the Multi-Currency Ex
Page 179 and 180:
(g) Procedures with Respect to Rati
Page 181 and 182:
USE OF PROCEEDS The estimated net p
Page 183 and 184:
Outstanding under the Liquidity Fac
Page 185 and 186:
takes delivery in the form of an in
Page 187 and 188:
“Exchange Date” means a day fal
Page 189 and 190:
BOOK-ENTRY CLEARANCE PROCEDURES The
Page 191 and 192:
the Notes initially will settle bey
Page 193 and 194:
espect thereto will not differ from
Page 195 and 196:
Business The Issuer has been establ
Page 197 and 198:
Intermediate Capital Managers Limit
Page 199 and 200:
western Europe. ICG had pre-tax pro
Page 201 and 202:
DESCRIPTION OF THE PORTFOLIO Capita
Page 203 and 204:
(d) it is not, at the time of enter
Page 205 and 206:
or the Investment Manager (on behal
Page 207 and 208:
Collateral Quality Tests The Collat
Page 209 and 210:
Minimum Weighted Average Timely Spr
Page 211 and 212:
(e) the applicable row and column f
Page 213 and 214:
The S&P Minimum Weighted Average Re
Page 215 and 216:
Aggregate Industry Equivalent Unit
Page 217 and 218:
y reference to a fixed rate of inte
Page 219 and 220:
the S&P Rating of such Collateral D
Page 221 and 222:
provided however that (A) where suc
Page 223 and 224:
Collateral Debt Obligations which a
Page 225 and 226:
may only be sold in the circumstanc
Page 227 and 228:
Investment Manager had no discretio
Page 229 and 230:
Designation for Reinvestment The In
Page 231 and 232:
All monies payable by the Issuer to
Page 233 and 234:
Synthetic Collateral As part of the
Page 235 and 236:
(b) the percentage of the Aggregate
Page 237 and 238:
The Incentive Investment Management
Page 239 and 240:
Delegation by Investment Manager Th
Page 241 and 242:
DESCRIPTION OF THE COLLATERAL ADMIN
Page 243 and 244:
1. MONTHLY REPORTS DESCRIPTION OF T
Page 245 and 246:
2. NOTE VALUATION REPORT The Collat
Page 247 and 248:
Each Report and any reports under t
Page 249 and 250:
an Asset Swap Obligation shall be i
Page 251 and 252:
(a) where the Issuer, following con
Page 253 and 254:
If the Liquidity Facility Provider
Page 255 and 256:
General TAX CONSIDERATIONS Purchase
Page 257 and 258:
in respect of interest or other sim
Page 259 and 260:
materially affect the yield of the
Page 261 and 262:
Notes will be included in the state
Page 263 and 264:
premium on a constant yield method
Page 265 and 266:
In certain circumstances, U.S. Hold
Page 267 and 268:
A German resident Noteholder or a n
Page 269 and 270:
the assets were acquired prior to J
Page 271 and 272:
whose underlying assets include “
Page 273 and 274:
PLAN OF DISTRIBUTION The Royal Bank
Page 275 and 276:
The Initial Purchaser has also agre
Page 277 and 278:
Initial Purchaser) accepts any resp
Page 279 and 280:
y, registered or filed with, or not
Page 281 and 282:
4. In connection with the purchase
Page 283 and 284:
ACCOUNT OF A QUALIFIED INSTITUTIONA
Page 285 and 286:
8. The purchaser will not, at any t
Page 287 and 288:
THIS NOTE MAY ASCERTAIN ITS CURRENT
Page 289 and 290:
1. CLEARING SYSTEMS GENERAL INFORMA
Page 291 and 292:
9. IRISH TRANSFER AND PAYING AGENT
Page 293 and 294:
Class B-1 Noteholders .............
Page 295 and 296:
Moody’s Maximum Weighted Average
Page 297 and 298:
U.S. Dollars.......................
show all

INTERMEDIATE FINANCE II CLO Offering Memorandum - BLACK ...

Create successful ePaper yourself

Delete template?

Save as template?