QUALIFIED INSTITUTIONAL BUYERS

Size: px
Start display at page:

Download "QUALIFIED INSTITUTIONAL BUYERS"

Transcription

1 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS ( ELIGIBLE INVESTORS ) THAT ARE EITHER (1)(I)(A) QUALIFIED INSTITUTIONAL BUYERS ( QUALIFIED INSTITUTIONAL BUYERS ) (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) SOLELY IN THE CASE OF OFFERED SECURITIES ISSUED AS CERTIFICATED SECURED NOTES OR CERTIFICATED SUBORDINATED NOTES, (X) INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (ANY SUCH INVESTOR, AN IAI ) OR (Y) OTHER ACCREDITED INVESTORS (AS DEFINED IN RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT) (ANY SUCH INVESTOR, AN AI AND, TOGETHER WITH IAIs, AIs ) THAT ARE ALSO KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER OR ENTITIES OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS ( QUALIFIED PURCHASERS ) (FOR THE PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT) AFFILIATED WITH THE COLLATERAL MANAGER AND/OR KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER, IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II)(A) QUALIFIED PURCHASERS OR (B) SOLELY IN THE CASE OF THE CERTIFICATED SUBORDINATED NOTES OR CERTIFICATED SECURED NOTES, (X) KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER OR (Y) ENTITIES OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS AFFILIATED WITH THE COLLATERAL MANAGER AND/OR BY KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER OR (2) PERSONS THAT ARE NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND THAT ARE OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. IMPORTANT: You must read the following before continuing. The following applies to the offering document (the Offering Circular ) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT, BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION, AND THE CO-ISSUERS REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT. THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

2 Confirmation of your Representation: To be eligible to view this Offering Circular or make an investment decision with respect to the securities described herein, investors must be Eligible Investors (as defined above). This Offering Circular is being sent at your request and by accepting this and accessing this Offering Circular, you shall be deemed to have represented to us that you and any customers you represent are either (1) (I)(A) Qualified Institutional Buyers or (B) solely in the case of Offered Securities that are issued in the form of Certificated Secured Notes or Certificated Subordinated Notes, (x) IAIs or (y) other AIs that are also Knowledgeable Employees with respect to the Issuer or the Collateral Manager or entities owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or Knowledgeable Employees with respect to the Issuer or the Collateral Manager, and (II) (A) Qualified Purchasers or (B) solely in the case of the Certificated Subordinated Notes or Certificated Secured Notes, (x) Knowledgeable Employees with respect to the Issuer or the Collateral Manager or (y) entities owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or by Knowledgeable Employees with respect to the Issuer or the Collateral Manager or (2) non-u.s. persons that are outside the United States and the electronic mail address that you gave us and to which this has been delivered is not located in the United States. By accepting this and accessing this Offering Circular, you consent to delivery of this Offering Circular by electronic transmission. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EFFECTIVE FROM THE DATE OF COMMENCEMENT OF DISCUSSIONS, RECIPIENTS, AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF THE RECIPIENTS, MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. TAX TREATMENT AND TAX STRUCTURE OF THE OFFERING AND ALL MATERIALS OF ANY KIND, INCLUDING OPINIONS OR OTHER TAX ANALYSES, THAT ARE PROVIDED TO THE RECIPIENTS RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by or through a licensed broker or dealer and J.P. Morgan Securities LLC ( JPMorgan ) or any affiliate thereof is a licensed broker or dealer in such jurisdiction, the offering shall be deemed to be made by or through JPMorgan or such affiliate on behalf of the Co-Issuers in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither JPMorgan nor any person who controls JPMorgan nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Circular distributed to you in electronic format and the hard copy version available to you on request from JPMorgan. 2

3 OFFERING CIRCULAR Issued December 17, 2012 ANCHORAGE CAPITAL CLO , LTD. ANCHORAGE CAPITAL CLO , LLC U.S.$311,600,000 Class A-1 Senior Secured Floating Rate Notes due 2025 U.S.$63,000,000 Class A-2 Senior Secured Floating Rate Notes due 2025 U.S.$37,100,000 Class B Senior Secured Deferrable Floating Rate Notes due 2025 U.S.$25,700,000 Class C Senior Secured Deferrable Floating Rate Notes due 2025 U.S.$22,600,000 Class D Secured Deferrable Floating Rate Notes due 2025 U.S.$56,700,000 Subordinated Notes due 2025 The Issuer s investment portfolio consists primarily of bank loans and Participation Interests. The portfolio will be managed by Anchorage Capital Group, L.L.C. See Risk Factors beginning on page 30 for a discussion of certain risks that you should consider in connection with an investment in the Offered Securities. No Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes and Subordinated Notes (collectively, the Offered Securities ) will be issued unless upon issuance (i) the Class A-1 Notes are rated Aaa (sf) by Moody s and AAA (sf) by S&P, (ii) the Class A-2 Notes are rated at least AA (sf) by S&P, (iii) the Class B Notes are rated at least A (sf) by S&P, (iv) the Class C Notes are rated at least BBB (sf) by S&P and (v) the Class D Notes are rated at least BB (sf) by S&P. The Subordinated Notes will not be rated. See Ratings of the Secured Notes beginning on page 94. Application has been made to the Irish Stock Exchange for the Offered Securities to be admitted to the Official List (the Official List ) and trading on its regulated market. This Offering Circular has been approved by the Central Bank of Ireland ( Central Bank ), as competent authority under Directive 2003/71/EC (the Prospectus Directive ). The Central Bank only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to Directive 2003/71/EC. Such approval relates only to the Offered Securities which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area (the EEA ). There can be no assurance that such listing will be approved or maintained. This Offering Circular constitutes a prospectus for the purposes of the Prospectus Directive. The Offered Securities have not been registered under the Securities Act, and neither of the Co-Issuers has been registered under the Investment Company Act. The Offered Securities are being offered only (I) to non-u.s. persons outside the United States in reliance on Regulation S and (II) to, or for the account or benefit of, persons that are both (A) (i) Qualified Institutional Buyers or (ii) solely in the case of Offered Securities issued as Certificated Secured Notes or Certificated Subordinated Notes, (x) Institutional Accredited Investors or (y) other Accredited Investors that are Knowledgeable Employees with respect to the Issuer or the Collateral Manager or entities owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or Knowledgeable Employees with respect to the Issuer or the Collateral Manager and (B) (i) Qualified Purchasers or (ii) solely in the case of the Certificated Subordinated Notes or Certificated Secured Notes, Knowledgeable Employees with respect to the Issuer or the Collateral Manager or entities owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or by Knowledgeable Employees with respect to the Issuer or the Collateral Manager. For a description of certain restrictions on transfer, see Transfer Restrictions beginning on page 156. The Offered Securities will be offered from time to time by the Issuer for sale to investors in negotiated transactions at varying prices to be determined in each case at the time of sale. The Offered Securities are expected to be delivered to investors in book-entry form through The Depository Trust Company (or, in the case of Certificated Secured Notes and Certificated Subordinated Notes, physical form) and its participants and indirect participants, including, without limitation, Euroclear and Clearstream, on or about the Closing Date. JPMorgan will act as placement agent for the Offered Securities on behalf of the Co- Issuers or the Issuer, as applicable, except that any Offered Securities sold to the Collateral Manager or any of its Affiliates, employees or clients or certain other investors will be sold directly by the Issuer in privately negotiated transactions and JPMorgan will not act as placement agent with respect to such sales. JPMorgan December 17, 2012

4 IMPORTANT INFORMATION REGARDING THIS OFFERING CIRCULAR AND THE OFFERED SECURITIES In making your investment decision, you should only rely on the information contained in this Offering Circular and the Transaction Documents. No Person has been authorized to give you any information or to make any representation other than those contained in this Offering Circular and the Transaction Documents. If you receive any other information, you should not rely on it. You should not assume that the information contained in this Offering Circular is accurate as of any date other than the date on the front cover of this Offering Circular. The Offered Securities are being offered and sold only in places where offers and sales are permitted. The Co-Issuers and JPMorgan reserve the right, for any reason, to reject any offer to purchase in whole or in part, to allot to you less than the full amount of Offered Securities sought by you or to sell less than the stated initial principal amount of any Class of Offered Securities. The Offered Securities do not represent interests in or obligations of, and are not insured or guaranteed by, JPMorgan, the Collateral Manager, the Trustee, the Collateral Administrator, the Administrator, any Hedge Counterparty or any of their respective affiliates. The Offered Securities are subject to restrictions on resale and transfer as described under Description of the Offered Securities, Plan of Distribution and Transfer Restrictions. By purchasing any Offered Securities, you will be deemed to have made certain acknowledgments, representations and agreements as described in Transfer Restrictions. You may be required to bear the financial risks of investing in the Offered Securities for an indefinite period of time. Unless the context otherwise requires or as otherwise indicated, in this Offering Circular, JPMorgan means J.P. Morgan Securities LLC in its capacity as placement agent for the Secured Notes. The information contained in this Offering Circular has been provided by the Co-Issuers and other sources identified herein. The Co-Issuers accept responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Co-Issuers, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE RSA ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO

5 ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. This Offering Circular is a confidential document that is being provided only to prospective purchasers of the Offered Securities. You should read this Offering Circular and the Transaction Documents before making a decision whether to purchase any Offered Securities. Except as otherwise authorized above, you must not: use this Offering Circular for any other purpose; make copies of any part of this Offering Circular or give a copy of it to any other Person; or disclose any information in this Offering Circular to any other Person. Regardless of the foregoing, however, you (and your employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and tax structure (in each case, within the meaning of Treasury Regulation Section and applicable U.S. state and local law) of the transactions described in this Offering Circular and all materials of any kind related to such tax treatment or tax structure (including opinions or other tax analyses) that are provided to you (or your employees, representative or agents). You are responsible for making your own examination of the Co-Issuers and the Collateral Manager and your own assessment of the merits and risks of investing in the Offered Securities. By purchasing any Offered Securities, you will be deemed to have acknowledged that: you have reviewed this Offering Circular; you have had an opportunity to request any additional information that you need from the Issuer; and none of JPMorgan nor (except in the case of clause (ii) below with respect to the information contained under the headings Risk Factors Relating to the Collateral Manager Past performance of Collateral Manager not indicative, Risk Factors Relating to the Collateral Manager The Issuer will depend on the managerial expertise available to the Collateral Manager and its key personnel, Risk Factors Relating to the Collateral Manager The Collateral Manager has no operating history with cashflow collateralized loan obligation funds, Risk Factors Relating to Certain Conflicts of Interest The Issuer will be subject to various conflicts of interest involving the Collateral Manager and its affiliates, Risk Factors Relating to Certain Conflicts of Interest Compensation, Risk Factors Relating to Certain Conflicts of Interest Warehouse Facility, Risk Factors Relating to Certain Conflicts of Interest Other Investment Vehicles and Investment Advisory Relationships, Risk Factors Relating to Certain Conflicts of Interest Allocation of Opportunities, Risk Factors Relating to Certain Conflicts of Interest Proprietary Trading, Risk Factors Relating to Certain Conflicts of Interest Cross Trades, Risk Factors Relating to Certain Conflicts of Interest Material Non-Public Information, Risk Factors Relating to Certain Conflicts of Interest Diverse Holder Group and The Collateral Manager ) the Collateral Manager, the Trustee or the Collateral Administrator is responsible for, or is making any representation to you concerning, (i) the future performance of the Issuer or (ii) the accuracy or completeness of this Offering Circular. (ii)

6 The Bank of New York Mellon Trust Company, National Association, in each of its capacities including but not limited to Trustee, Calculation Agent, Paying Agent and Collateral Administrator, has not participated in the preparation of this Offering Circular and assumes no responsibility for its contents. None of the Co-Issuers, JPMorgan, the Collateral Manager nor any other party to the transactions contemplated by this Offering Circular is providing you with any legal, business, tax or other advice in this Offering Circular. You should consult with your own advisors as needed to assist you in making an investment decision and to advise you as to whether you are legally permitted to purchase the Offered Securities. JPMorgan, the Collateral Manager, each of their affiliates, and third parties that provide information to the Collateral Manager and the Rating Agencies, do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. JPMorgan, the Collateral Manager, each of their affiliates and third party content providers give no express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Credit ratings are statements of opinions and not statements of facts or recommendations to purchase, hold or sell securities. They do not address the suitability of securities for investment purposes and should not be relied on as investment advice. None of JPMorgan, the Collateral Manager or any of their respective affiliates have any responsibility to update any of the information provided in this summary document. The Trustee has not participated in the preparation of this Offering Circular and assumes no responsibility for its contents. THE OFFERED SECURITIES ARE BEING OFFERED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THESE EXEMPTIONS APPLY TO OFFERS AND SALES OF SECURITIES THAT DO NOT INVOLVE A PUBLIC OFFERING. THE OFFERED SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. APPLICATION HAS BEEN MADE TO LIST THE OFFERED SECURITIES ON THE IRISH STOCK EXCHANGE. HOWEVER, THERE CAN BE NO ASSURANCES THAT THE IRISH STOCK EXCHANGE WILL IN FACT GRANT THE LISTING OF THE OFFERED SECURITIES OR, IF GRANTED, THAT SUCH LISTING WILL BE MAINTAINED. IN THE EVENT THAT TRADING IN HEDGE AGREEMENTS WOULD RESULT IN THE ISSUER S ACTIVITIES FALLING WITHIN THE DEFINITION OF A COMMODITY POOL UNDER THE COMMODITY EXCHANGE ACT, THE COLLATERAL MANAGER EXPECTS TO BE EXEMPT FROM REGISTRATION WITH THE COMMODITY FUTURES TRADING COMMISSION ( CFTC ) AS A COMMODITY POOL OPERATOR ( CPO ) PURSUANT TO CFTC RULE 4.13(a)(3). THEREFORE, UNLIKE A REGISTERED CPO, THE COLLATERAL MANAGER WOULD NOT BE REQUIRED TO DELIVER A CFTC DISCLOSURE DOCUMENT TO PROSPECTIVE INVESTORS, NOR WOULD IT BE REQUIRED TO PROVIDE INVESTORS WITH CERTIFIED ANNUAL REPORTS THAT SATISFY THE REQUIREMENTS OF CFTC RULES APPLICABLE TO REGISTERED CPOs. (iii)

7 THE COLLATERAL MANAGER WOULD QUALIFY FOR THE EXEMPTION ON THE BASIS THAT, AMONG OTHER THINGS (I) EACH INVESTOR IS EITHER (A) A NATURAL PERSON WHO IS A QUALIFIED ELIGIBLE PERSON AS DEFINED IN CFTC RULE 4.7(a)(2) OR (B) A NON-NATURAL PERSON THAT IS EITHER AN ACCREDITED INVESTOR AS DEFINED UNDER SECURITIES AND EXCHANGE COMMISSION RULES OR A QUALIFIED ELIGIBLE PERSON AS DEFINED UNDER CFTC RULE 4.7(a)(2) (II) EACH INVESTOR IS AN ACCREDITED INVESTOR AS DEFINED UNDER RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT OF 1933; (III) THE SECURITIES ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ARE OFFERED AND SOLD WITHOUT MARKETING TO THE PUBLIC IN THE UNITED STATES AND (IV) AT ALL TIMES EITHER (A) THE AGGREGATE INITIAL MARGIN AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS WILL NOT EXCEED FIVE PERCENT OF THE LIQUIDATION VALUE OF THE ISSUER S PORTFOLIO; OR (B) THE AGGREGATE NET NOTIONAL VALUE OF COMMODITY INTEREST POSITIONS WILL NOT EXCEED ONE HUNDRED PERCENT OF THE LIQUIDATION VALUE OF THE ISSUER S PORTFOLIO. You must comply with all laws that apply to you in any place where you buy, offer or sell any Offered Securities or possess this Offering Circular. You must also obtain any consents or approvals that you need in order to purchase any Offered Securities. None of the Co-Issuers, JPMorgan, the Collateral Manager nor any other party to the transactions contemplated by this Offering Circular is responsible for your compliance with these legal requirements. You are hereby notified that a seller of the Offered Securities may rely on an exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A, by Regulation S or by Section 4(a)(2) of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. IMPORTANT INFORMATION REGARDING OFFERS AND SALES OF THE OFFERED SECURITIES The securities referred to in this Offering Circular, and the assets backing them, are subject to modification or revision and are offered on a when, as and if issued basis. You understand that, when you are considering the purchase of the securities, a binding contract of sale will not exist prior to the time that the relevant class has been priced and JPMorgan has confirmed the allocation of such securities to be made to you; prior to that time any indications of interest expressed by you, and any soft circles generated by JPMorgan will not create binding contractual obligations for you or JPMorgan and may be withdrawn at any time. You may commit to purchase one or more classes of securities that have characteristics that may change, and you are advised that all or a portion of the securities may not be issued with the characteristics described in this Offering Circular. JPMorgan s obligation to sell or place such securities to you is conditioned on the securities having the characteristics described in this Offering Circular. If JPMorgan determines that condition is not satisfied in any material respect, you will be notified, and none of the Issuer, the Co-Issuer or JPMorgan will have any obligation to you to deliver any portion of the securities that you have committed to purchase, and there will be no liability among the Issuer, the Co- Issuer, their affiliates, JPMorgan and you as a consequence of the non-delivery. (iv)

8 The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of contract of sale. No invitation may be made to the public in the Cayman Islands by or on behalf of the Issuer to subscribe for Offered Securities and no such invitation is made hereby. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, (I) ANY SECURITIES OTHER THAN THE OFFERED SECURITIES OR (II) ANY OFFERED SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS OFFERING CIRCULAR AND THE OFFER OR SALE OF THE NOTES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS OFFERING CIRCULAR OR ANY OF THE NOTES COME ARE REQUIRED BY THE CO-ISSUERS AND THE PLACEMENT AGENT TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. NOTICE TO FLORIDA RESIDENTS The Offered Securities are offered pursuant to a claim of exemption under section of the Florida securities act and have not been registered under said act in the state of Florida. All Florida residents who are not institutional investors described in section (7) of the Florida securities act have the right to void their purchase of the Offered Securities, without penalty, within three days after the first tender of consideration. NOTICE TO GEORGIA RESIDENTS The Offered Securities will be issued or sold in reliance on paragraph (13) of code section of the Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such act or pursuant to an effective registration under such act. NOTICE TO RESIDENTS OF THE UNITED KINGDOM THE OFFERED SECURITIES MUST NOT BE OFFERED OR SOLD AND THE DISTRIBUTION OF THIS OFFERING CIRCULAR AND ANY OTHER DOCUMENT IN CONNECTION WITH THE OFFERING AND ISSUANCE OF THE OFFERED SECURITIES MUST NOT BE ISSUED OR PASSED ON TO PERSONS IN THE UNITED KINGDOM EXCEPT TO PERSONS WHO: (i) ARE OUTSIDE OF THE UNITED KINGDOM; OR (ii) WHO ARE IN THE UNITED KINGDOM AND (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS; OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ( FSMA ) (FINANCIAL PROMOTION) ORDER 2005 OR ARE PERSONS 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 OFFERING CIRCULAR RELATES (v)

9 IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. RELEVANT PERSONS SHOULD NOTE THAT ALL, OR MOST, OF THE PROTECTIONS OFFERED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED SECURITIES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. FORWARD-LOOKING STATEMENTS This Offering Circular contains forward-looking statements, which can be identified by words like anticipate, believe, plan, hope, goal, initiative, expect, future, intend, will, could, and should and by similar expressions. Other information contained herein, including any estimated, targeted or assumed information, may also be deemed to be, or to contain, forward-looking statements. Prospective investors should not place undue reliance on forward-looking statements. Actual results could differ materially from those referred to in forward-looking statements for many reasons, including the risks described in Risk Factors. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Without limiting the generality of the foregoing, the inclusion of forward-looking statements herein should not be regarded as a representation by any of the Co-Issuers, the Collateral Manager, JPMorgan, the Trustee, the Collateral Administrator or any of their respective affiliates or any other person of the results that will actually be achieved by the Co-Issuers or the Offered Securities. None of the foregoing persons has any obligation to update or otherwise revise any forward-looking statements, including any revision to reflect changes in any circumstances arising after the date hereof relating to any assumptions or otherwise. CERTAIN DEFINITIONS AND RELATED MATTERS Unless otherwise indicated, (i) references in this Offering Circular to U.S. Dollars, Dollars and U.S.$ will be to United States dollars and (ii) references to U.S. and United States will be to the United States of America, its territories and its possessions. The language of this Offering Circular is English. Any foreign language text that is included with or within this document has been included for convenience purposes only and does not form part of the prospectus. SUMMARIES OF DOCUMENTS This Offering Circular summarizes certain provisions of the Offered Securities, the Indenture, the Collateral Management Agreement and other transactions and documents. The summaries do not purport to be complete and (whether or not so stated in this Offering Circular) are subject to, are qualified in their entirety by reference to, and incorporate by reference, the provisions of the actual documents (including definitions of terms). However, no documents incorporated by reference are part of this Offering Circular (vi)

10 for purposes of the approval of this Offering Circular as a prospectus under the Prospectus Directive and for purposes of the admission of the Offered Securities to trading on the regulated market of the Irish Stock Exchange. AVAILABLE INFORMATION To permit compliance with Rule 144A in connection with the sale of the Offered Securities, the Issuer (and, solely in the case of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, the Co-Issuer) under the Indenture referred to under Description of the Offered Securities will be required to furnish upon request of a holder of an Offered Security to such holder and a prospective purchaser designated by such 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 Exchange Act, or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. Such information may be obtained directly from the Issuer. (vii)

11 TABLE OF CONTENTS IMPORTANT INFORMATION REGARDING THIS OFFERING CIRCULAR AND THE OFFERED SECURITIES... i OVERVIEW... 1 RISK FACTORS General Commercial Risks Relating to the Offered Securities Relating to the Collateral Obligations Relating to the Collateral Manager Relating to Certain Conflicts of Interest DESCRIPTION OF THE OFFERED SECURITIES The Indenture and the Secured Notes Status and Security Interest Principal Optional Redemption Mandatory Redemption Special Redemption Re-Pricing Compulsory Sales Cancellation Entitlement to Payments Priority of Payments The Indenture Form, Denomination and Registration of the Offered Securities The Subordinated Notes No Gross-Up Tax Characterization RATINGS OF THE SECURED NOTES The Secured Notes SECURITY FOR THE SECURED NOTES Collateral Obligations The Concentration Limitations The Collateral Quality Test Collateral Assumptions The Coverage Tests Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria The Collection Account and Payment Account The Ramp-Up Account The Custodial Account The Revolver Funding Account The Hedge Counterparty Collateral Accounts The Expense Reserve Account The Excluded Collateral Obligation Reserve Account The Reserve Account Page (viii)

12 Account Requirements Hedge Agreements USE OF PROCEEDS General Effective Date THE COLLATERAL MANAGER THE COLLATERAL MANAGEMENT AGREEMENT THE CO-ISSUERS General Capitalization of the Issuer Business of the Co-Issuers U.S. FEDERAL INCOME TAX CONSIDERATIONS In General U.S. Taxation U.S. Taxation of the Issuer Characterization of the Notes Taxation of Interest Income Taxation of Original Issue Discount Sale, Exchange, Redemption or Repayment of the Secured Notes Tax Treatment of U.S. Holders of Subordinated Notes Investment in a Passive Foreign Investment Company Investment in a Controlled Foreign Corporation Distributions on the Subordinated Notes Eligibility for Reduced Rate of Taxation Dividend Disposition of the Subordinated Notes Reportable Transaction Reporting Reporting Requirements Tax Treatment of Non-U.S. Holders of Notes Information Reporting and Backup Withholding Tax FATCA Withholding CAYMAN ISLANDS TAX CONSIDERATIONS CERTAIN ERISA AND RELATED CONSIDERATIONS ANTI-MONEY LAUNDERING AND ANTI-TERRORISM REQUIREMENTS AND DISCLOSURES PLAN OF DISTRIBUTION TRANSFER RESTRICTIONS Global Secured Notes and Regulation S Global Subordinated Notes Certificated Secured Notes Certificated Subordinated Notes Additional restrictions Legends Non-Permitted Holder/Non-Permitted ERISA Holder Cayman Islands placement provisions LISTING AND GENERAL INFORMATION LEGAL MATTERS GLOSSARY OF THE DEFINED TERMS (ix)

13 INDEX OF DEFINED TERMS Annex A-1 Form of subscription agreement for Certificated Subordinated Notes...A-1-1 Annex A-2 Form of Subordinated Note ERISA certificate... A-2-1 Annex A-3 Form of purchaser representation letter for Certificated Secured Notes... A-3-1 Annex B Moody s Rating definitions... B-1 Annex C S&P Rating Definition and Recovery Rate Tables... C-1 (x)

14 OVERVIEW The following summary does not purport to be complete and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Offering Circular (the Offering Circular ) and related documents referred to herein. An index of defined terms appears at the back of this Offering Circular. Principal terms of the Offered Securities Designation Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Senior Secured Senior Secured Senior Secured Senior Secured Deferrable Deferrable Secured Deferrable Floating Rate Floating Rate Floating Rate Floating Rate Floating Rate Subordinated Notes Type... Subordinated Issuer(s)... Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Initial Principal Amount (U.S.$)... $311,600,000 $63,000,000 $37,100,000 $25,700,000 $22,600,000 $56,700,000 Expected Moody s Initial Rating... Aaa (sf) N/A N/A N/A N/A N/A Expected S&P Initial Rating... AAA (sf) AA (sf) A (sf) BBB (sf) BB (sf) N/A Interest Rate... LIBOR % LIBOR % LIBOR % LIBOR % LIBOR % N/A Interest Deferrable... No No Yes Yes Yes N/A Stated Maturity... January 13, 2025 January 13, 2025 January 13, 2025 January 13, 2025 January 13, 2025 January 13, 2025 Minimum Denominations (U.S.$) (Integral Multiples)... $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $200,000 ($1.00) Priority Classes... None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C A-1, A-2, B, C, D Pari Passu Classes... None None None None None None Junior Classes... A-2, B, C, D, Subordinated Notes B, C, D, Subordinated Notes C, D, Subordinated Notes D, Subordinated Notes Subordinated Notes None 1

15 Issuer: Co-Issuer: Collateral Manager: Trustee: Collateral Administrator: Placement Agent: Administrator: Accountants: Eligible Purchasers: Anchorage Capital CLO , Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands. Anchorage Capital CLO , LLC, a Delaware limited liability company. Anchorage Capital Group, L.L.C., a Delaware limited liability company. The Bank of New York Mellon Trust Company, National Association, as trustee. The Bank of New York Mellon Trust Company, National Association, as collateral administrator. J.P. Morgan Securities LLC. Intertrust SPV (Cayman) Limited. Ernst & Young. The Offered Securities are being offered only (I) to non-u.s. persons outside the United States in reliance on Regulation S and (II) to, or for the account or benefit of, persons that are both (A) (i) Qualified Institutional Buyers or (ii) solely in the case of Offered Securities issued as Certificated Secured Notes or Certificated Subordinated Notes, (x) Institutional Accredited Investors or (y) other Accredited Investors that are Knowledgeable Employees with respect to the Issuer or the Collateral Manager or entities owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or Knowledgeable Employees with respect to the Issuer or the Collateral Manager and are also (B) (i) Qualified Purchasers or (ii) solely in the case of the Certificated Subordinated Notes or Certificated Secured Notes, Knowledgeable Employees with respect to the Issuer or the Collateral Manager or entities owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or by Knowledgeable Employees with respect to the Issuer or the Collateral Manager. See Description of the Offered Securities Form, Denomination and Registration of the Offered Securities and Transfer restrictions. Payments on the Notes: Payment Dates... The 13th day of January, April, July and October of each year (or, if such day is not a Business Day, then the next succeeding Business Day) commencing in July 2013, except that the final Payment Date (subject to any earlier redemption or payment of the Notes) shall be the Stated Maturity (or if such day is not a Business Day, the next succeeding Business Day). Stated Note Interest... Interest on the Secured Notes is payable quarterly in arrears on each Payment Date in accordance with the Priority of Payments 2

16 described herein. Deferral of Interest... So long as any more senior Class of Secured Notes is Outstanding, to the extent interest is not paid on the Class B Notes, the Class C Notes or the Class D Notes on any Payment Date, such amounts will be deferred and added to the principal balance of the applicable Class of Secured Notes and will bear interest at the Interest Rate applicable to such Secured Notes, and the failure to pay such amounts prior to the maturity of the Notes will not be an Event of Default under the Indenture. See Description of the Offered Securities Interest. Distributions on Subordinated Notes... The Subordinated Notes will not bear a stated rate of interest but will be entitled to receive distributions on each Payment Date if and to the extent funds are available for such purpose. Such payments will be made on the Subordinated Notes only pursuant to the Priority of Payments. See Priority of Payments and Description of the Offered Securities The Subordinated Notes Distributions on the Subordinated Notes. Reinvestment Period: The Reinvestment Period will be the period from and including the Closing Date to and including the earliest of (i) the Payment Date in January 2017, (ii) the date of the acceleration of the maturity of any Class of Secured Notes pursuant to the Indenture, (iii) the Special Redemption Date relating to the occurrence of a Reinvestment Special Redemption and (iv) the date that the Collateral Manager (or if the Collateral Manager has been replaced by an Affiliate thereof, such Affiliate) is removed as Collateral Manager by action of a Majority of the Controlling Class pursuant to the terms of the Collateral Management Agreement; provided that in the case of clause (iii), the Collateral Manager notifies the Issuer, the Trustee (who shall notify the holders of Notes) and the Collateral Administrator thereof in writing at least one Business Day prior to such date. Optional Redemption: Non-Call Period... During the period from the Closing Date to but excluding the Payment Date in January 2015 (such period, the Non-Call Period ), the Secured Notes and the Subordinated Notes are not subject to Optional Redemption but are subject to Special Redemption and Tax Redemption. See Description of the Offered Securities Optional Redemption. Redemption After Non-Call Period... If directed in writing by a Majority of the Subordinated Notes the Co-Issuers or the Issuer, as applicable, will (i) redeem the Secured Notes in whole (with respect to all Classes of Secured Notes) but not in part on any Payment Date after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds or (ii) redeem the Secured Notes in part by Class from Refinancing Proceeds (so long as the Notes of any Class of Secured Notes to be redeemed represent not less than the entire Class of such Secured 3

17 Notes). Upon receipt of notice of any such redemption of the Secured Notes, the Collateral Manager shall in its sole discretion direct the sale (and the manner thereof) of Assets to the extent necessary to make payments as described under Description of the Offered Securities Optional Redemption. The Issuer may redeem the Subordinated Notes, in whole but not in part, on any Payment Date on or after the Optional Redemption or repayment of the Secured Notes in full, at the joint direction of (x) a Majority of the Subordinated Notes and (y) so long as Anchorage Capital Group, L.L.C. or any affiliate thereof is the Collateral Manager, the Collateral Manager. There are certain other restrictions on the ability of the Co-Issuers to effect an Optional Redemption. See Description of the Offered Securities Optional Redemption. Redemption by Refinancing... In addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible Investments to provide for an Optional Redemption as described in Description of the Offered Securities Optional Redemption, the Co-Issuers or the Issuer, as applicable, may redeem the Secured Notes in whole but not in part from Refinancing Proceeds and Sale Proceeds, or in part by Class from Refinancing Proceeds, by obtaining a loan or an issuance of replacement securities, whose terms in each case will be negotiated by the Collateral Manager on behalf of the Issuer, from one or more financial institutions or purchasers described herein. Prior to effecting any Refinancing, the Issuer shall satisfy certain conditions. See Description of the Offered Securities Optional Redemption. Additional Issuance... At any time during the Reinvestment Period (or, in the case of an issuance of Subordinated Notes only, during and after the Reinvestment Period), the Co-Issuers or the Issuer, as applicable, may issue and sell additional Notes of any one or more Classes and/or additional notes of one or more new classes that are subordinated to the existing Secured Notes and use the net proceeds (net of expenses for the additional issuance) to purchase additional Collateral Obligations (during the Reinvestment Period only) or for other purposes permitted under the Indenture (including, with respect to the issuance of Subordinated Notes after the Reinvestment Period, to apply the proceeds of such issuance as Principal Proceeds) if the conditions for such additional issuance described under Description of the Offered Securities The Indenture Modification of Indenture and Description of the Offered Securities The Indenture Additional issuance are met. Tax Redemption... The Notes shall be redeemed in whole but not in part at the written direction (delivered to the Trustee) of (x) a Majority of any Class of Secured Notes that, as a result of the occurrence of such Tax Event, has not received 100% of the aggregate amount of principal and 4

18 interest that would otherwise be due and payable to such Class on any Payment Date (each such Class, an Affected Class ) or (y) the Holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Subordinated Notes, in either case following the occurrence and continuation of a Tax Event, provided that if the Tax Event that has occurred is with respect to any tax arising under or as a result of FATCA, then Holders that have not provided the Issuer (or an authorized agent acting on behalf of the Issuer) with the Holder FATCA Information (to the extent that the failure to provide the Holder FATCA Information was a cause of the Tax Event) shall not be considered in determining whether a Majority of an Affected Class, under (x), or at least 66-2/3% of the Aggregate Outstanding Amount of the Subordinated Notes, under (y), has directed a redemption of the Notes. Redemption Prices... The Redemption Price of each Secured Note to be redeemed (or repriced) will be (a) 100% of the Aggregate Outstanding Amount of such Secured Note plus (b) accrued and unpaid interest thereon (including, in the case of a Class B Note, a Class C Note or a Class D Note, interest on any accrued and unpaid Deferred Interest with respect to such Class B Note, Class C Note or Class D Note) to the Redemption Date (in each case exclusive of accrued and unpaid interest and any other amounts, the payment of which shall have been duly provided for as provided in the Indenture); provided that, in connection with any Tax Redemption, holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes by notifying the Trustee in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the holders of such Class of Secured Notes. Special Redemption: Redemption during the Reinvestment Period... The Redemption Price for each Subordinated Note will be its proportional share (based on the outstanding principal amount of Subordinated Notes) of the amount of the proceeds of the Assets remaining after giving effect to the Optional Redemption or Tax Redemption, as applicable, of the Secured Notes in whole or after all of the Secured Notes have been repaid in full and all expenses of the Co-Issuers have been paid in full and/or a reserve for such expenses (including all Collateral Management Fees and Administrative Expenses) has been created. The Secured Notes will be subject to redemption in part by the Co- Issuers or the Issuer, as applicable, in accordance with the priorities described in Priority of Payments Application of Principal Proceeds on any Payment Date occurring during the Reinvestment Period if the Collateral Manager in its sole discretion notifies the Trustee that it has been unable, for a period of at least 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would meet the criteria for reinvestment described under Security for the Secured Notes 5

19 Redemption after the Effective Date... Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations. Upon the occurrence of a Reinvestment Special Redemption, the Reinvestment Period shall terminate. See Description of the Offered Securities Special Redemption. The amount payable in connection with a Class of Notes subject to such Reinvestment Special Redemption will be equal to the amount in the Collection Account representing Principal Proceeds, which is payable to such Class in accordance with the Note Payment Sequence. See Priority of Payments and Description of the Offered Securities Special Redemption. After the Effective Date, the Co-Issuers or the Issuer, as applicable, may redeem the Secured Notes in part if the Collateral Manager notifies the Trustee that a redemption is required in order to obtain from each Rating Agency its written confirmation of its initial ratings of the Secured Notes (provided such confirmation from Moody s shall only be required if any Class A-1 Notes are then Outstanding). See Description of the Offered Securities Special Redemption. The Co-Issuers must satisfy certain other conditions to effect an Effective Date Special Redemption. See Description of the Offered Securities Special Redemption. The amount payable in connection with such an Effective Date Special Redemption in respect of each Class of Secured Notes subject to such Effective Date Special Redemption will be equal to the amount in the Collection Account representing Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date up to the amount required such that the Issuer obtains confirmation from each of the Rating Agencies of the initial ratings of the Secured Notes (provided such confirmation from Moody s shall only be required if any Class A-1 Notes are then Outstanding). See Priority of Payments and Description of the Offered Securities Special Redemption. Re-Pricing: As more fully described in the section Description of the Offered Securities Re-Pricing, on any Payment Date on or after the Non- Call Period, at the direction of a Majority of the Subordinated Notes, the Issuer will reduce the spread over LIBOR applicable with respect to any Class of Secured Notes (other than the Class A Notes), subject to certain conditions (including the consent of certain Holders of such Class and the sale of the applicable Secured Notes held by any non-consenting Holder of such Class at the Redemption Price thereof). 6

OCTAGON INVESTMENT PARTNERS VIII, LTD. OCTAGON INVESTMENT PARTNERS VIII, LLC

OCTAGON INVESTMENT PARTNERS VIII, LTD. OCTAGON INVESTMENT PARTNERS VIII, LLC PROSPECTUS OCTAGON INVESTMENT PARTNERS VIII, LTD. OCTAGON INVESTMENT PARTNERS VIII, LLC U.S. $318,000,000 CLASS A-1 SENIOR SECURED FLOATING RATE NOTES DUE 2017 U.S. $25,000,000 CLASS A-2 REVOLVING SENIOR

More information

Securities, LLC. Deutsche Bank Securities

Securities, LLC. Deutsche Bank Securities OFFERING CIRCULAR ALESCO Preferred Funding XVII, Ltd. ALESCO Preferred Funding XVII, LLC U.S.$236,000,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2038 U.S.$16,000,000 Class A-2

More information

LANDMARK VIII CLO LTD. LANDMARK VIII CLO, INC. ALADDIN CAPITAL MANAGEMENT LLC

LANDMARK VIII CLO LTD. LANDMARK VIII CLO, INC. ALADDIN CAPITAL MANAGEMENT LLC OFFERING CIRCULAR LANDMARK VIII CLO LTD. LANDMARK VIII CLO, INC. U.S.$ 317,875,000 CLASS A-1 SENIOR SECURED FLOATING RATE NOTES DUE 2020 U.S.$ 35,500,000 CLASS A-2 SENIOR SECURED FLOATING RATE NOTES DUE

More information

Hewett's Island CLO III, Ltd. Hewett's Island CLO III Corporation

Hewett's Island CLO III, Ltd. Hewett's Island CLO III Corporation Hewett's Island CLO III, Ltd. Hewett's Island CLO III Corporation U.S.$321,500,000 Class A-1 Senior Secured Notes Due August, 2017 U.S.$14,800,000 Class A-2 Senior Secured Notes Due August, 2017 U.S.$12,700,000

More information

22, 2038 U.S.$42,200,000

22, 2038 U.S.$42,200,000 OFFERING CIRCULAR U.S.$332,300,000 Floating Rate Class A-1 Senior Notes Due March 22, 2038 U.S.$84,600,000 Floating Rate Class A-2 Senior Notes Due March 22, 2038 U.S.$75,500,000 Floating Rate Class B

More information

BACCHUS plc (a public company with limited liability incorporated under the laws of Ireland, with a registered number of )

BACCHUS plc (a public company with limited liability incorporated under the laws of Ireland, with a registered number of ) BACCHUS 2008-2 plc (a public company with limited liability incorporated under the laws of Ireland, with a registered number of 461074) 404,000,000 Class A Senior Secured Floating Rate Notes due 2038 49,500,000

More information

BlackRock European CLO III Designated Activity Company

BlackRock European CLO III Designated Activity Company BlackRock European CLO III Designated Activity Company (a designated activity company limited by shares incorporated under the laws of Ireland with registered number 592507 and having its registered office

More information

NOTICE. You must read the following disclaimer before continuing

NOTICE. You must read the following disclaimer before continuing NOTICE You must read the following disclaimer before continuing THIS DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR,

More information

See the section entitled Risk Factors herein for a discussion of certain factors to be considered in connection with an investment in the Notes.

See the section entitled Risk Factors herein for a discussion of certain factors to be considered in connection with an investment in the Notes. BLACK DIAMOND CLO 2015-1 DESIGNATED ACTIVITY COMPANY (a private company with limited liability incorporated under the laws of Ireland, under company number 549425) 176,300,000 Class A-1 Senior Secured

More information

Bosphorus CLO III Designated Activity Company

Bosphorus CLO III Designated Activity Company Bosphorus CLO III Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with registered number 595357) 219,400,000 Class A Secured Floating Rate Notes due 2027

More information

Adagio IV CLO Limited (a private limited company incorporated under the laws of Ireland, under company number )

Adagio IV CLO Limited (a private limited company incorporated under the laws of Ireland, under company number ) Adagio IV CLO Limited (a private limited company incorporated under the laws of Ireland, under company number 560032) 200,500,000 Class A-1 Senior Secured Floating Rate Notes due 2029 5,000,000 Class A-2

More information

NOT FOR DISTRIBUTION TO ANY U.S.S. IMPORTANT

NOT FOR DISTRIBUTION TO ANY U.S.S. IMPORTANT IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must

More information

N-Star Real Estate CDO IX, Ltd.

N-Star Real Estate CDO IX, Ltd. OFFERING CIRCULAR N-Star Real Estate CDO IX, Ltd. Class Principal Amount Interest Rate Ratings (Moody's/Fitch/ S&P) Stated Maturity Date Class A-1... U.S.$512,000,000 Floating Aaa/AAA/AAA August 7, 2052

More information

Aircraft Lease Securitisation II Limited

Aircraft Lease Securitisation II Limited LISTING PARTICULARS Aircraft Lease Securitisation II Limited Investing in the Initial Class A Notes involves risks. See "Risk Factors" beginning on page 33. Aircraft Lease Securitisation II Limited ("ALS"),

More information

See the section entitled Risk Factors herein for a discussion of certain factors to be considered in connection with an investment in the Notes.

See the section entitled Risk Factors herein for a discussion of certain factors to be considered in connection with an investment in the Notes. ARMADA EURO CLO I DESIGNATED ACTIVITY COMPANY (a designated activity company incorporated under the laws of Ireland with registered number 582068 and having its registered office in Ireland) 211,000,000

More information

$529,761,000 Extendible PIK Step-Up Notes

$529,761,000 Extendible PIK Step-Up Notes $529,761,000 Extendible PIK Step-Up Notes Carrington Holding Company, LLC, a limited liability company organized and existing under the laws of the state of Delaware, the United States of America with

More information

OFFERING MEMORANDUM $1,091,000,000 Airspeed Limited

OFFERING MEMORANDUM $1,091,000,000 Airspeed Limited OFFERING MEMORANDUM $1,091,000,000 Airspeed Limited $626,400,000 Class G-1 Floating Rate Asset Backed Notes Series 2007-1 $417,600,000 Class G-2 Floating Rate Asset Backed Notes Series 2007-1 $ 47,000,000

More information

SILVERSTONE MASTER ISSUER PLC

SILVERSTONE MASTER ISSUER PLC Base prospectus SILVERSTONE MASTER ISSUER PLC (incorporated in England and Wales with limited liability, registered number 6612744) 20,000,000,000 Residential Mortgage Backed Note Programme Under the residential

More information

Avoca CLO XIV Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with company number )

Avoca CLO XIV Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with company number ) Avoca CLO XIV Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with company number 556919) 3,000,000 Class X Senior Secured Floating Rate Notes due 2031

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED BELOW. IMPORTANT: You must read the following before

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Offering

More information

Avoca CLO XIII Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with company number )

Avoca CLO XIII Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with company number ) Avoca CLO XIII Designated Activity Company (a designated activity company incorporated under the laws of Ireland, with company number 549776) 2,000,000 Class X Senior Secured Floating Rate Notes due 2030

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus attached

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the offering

More information

See "Risk Factors" beginning on page 42 for a discussion of certain factors to be considered in connection with an investment in the Notes.

See Risk Factors beginning on page 42 for a discussion of certain factors to be considered in connection with an investment in the Notes. ADAGIO III CLO P.L.C. (a public company with limited liability incorporated under the laws of Ireland) 153,000,000 Class A1A Senior Floating Rate Notes due 2022 38,300,000 Class A1B Senior Floating Rate

More information

ADAGIO II CLO PLC. - i -

ADAGIO II CLO PLC. - i - ADAGIO II CLO PLC (a public company with limited liability incorporated under the laws of Ireland) 158,250,000 Class A-1 Senior Floating Rate Notes due 2021 70,000,000 Class A-2A Senior Floating Rate Notes

More information

$230,500,000 Automobile Receivables-Backed Notes CarFinance Capital Auto Trust CFC Asset Securities LLC. CFC Funding LLC

$230,500,000 Automobile Receivables-Backed Notes CarFinance Capital Auto Trust CFC Asset Securities LLC. CFC Funding LLC This Preliminary Offering Memorandum Supplement, the accompanying base Offering Memorandum and the information contained herein and therein are subject to completion and amendment. Neither this Preliminary

More information

Jubilee CLO 2017-XIX B.V.

Jubilee CLO 2017-XIX B.V. Jubilee CLO 2017-XIX B.V. (a private company with limited liability incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam) 2,250,000 Class X Senior Secured Floating Rate

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Offering Circular

More information

BASE PROSPECTUS LANARK MASTER ISSUER PLC. (incorporated in England and Wales with limited liability under registered number )

BASE PROSPECTUS LANARK MASTER ISSUER PLC. (incorporated in England and Wales with limited liability under registered number ) BASE PROSPECTUS LANARK MASTER ISSUER PLC (incorporated in England and Wales with limited liability under registered number 6302751) 20 billion Residential Mortgage Backed Note Programme (ultimately backed

More information

INFORMATION STATEMENT

INFORMATION STATEMENT INFORMATION STATEMENT DATED March 10, 2010 HSBC BANK CANADA DOW JONES INDUSTRIAL AVERAGE SM - LINKED DEPOSIT NOTES, SERIES 1 DUE MARCH 19, 2015 PRICE: US $100.00 per Note MINIMUM SUBSCRIPTION: US $5,000.00

More information

REPUBLIC OF FINLAND EUR 20,000,000,000. Euro Medium Term Note Programme

REPUBLIC OF FINLAND EUR 20,000,000,000. Euro Medium Term Note Programme OFFERING CIRCULAR REPUBLIC OF FINLAND EUR 20,000,000,000 Euro Medium Term Note Programme This Offering Circular comprises neither a prospectus for the purposes of Part VI of the United Kingdom Financial

More information

Globaldrive Auto Receivables 2016-A B.V. (incorporated under the laws of The Netherlands with its corporate seat in Amsterdam)

Globaldrive Auto Receivables 2016-A B.V. (incorporated under the laws of The Netherlands with its corporate seat in Amsterdam) Before you purchase any notes, be sure you understand the structure and the risks. You should consider carefully the risk factors beginning on page 13 of this prospectus. The notes will be obligations

More information

IMPORTANT NOTICE PROSPECTUS NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE PROSPECTUS NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE PROSPECTUS NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus

More information

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK The information in this supplement is not complete and may be changed. These securities may not be sold nor an offer to buy these securities be accepted until this supplement is delivered in final form.

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to this Offering Circular,

More information

Open Joint Stock Company Gazprom

Open Joint Stock Company Gazprom Level: 4 From: 4 Tuesday, September 24, 2013 07:57 mark 4558 Intro Open Joint Stock Company Gazprom 500,000,000 5.338 per cent. Loan Participation Notes due 2020 issued by, but with limited recourse to,

More information

IRIDA PLC. 261,100,000 Class A Asset Backed Floating Rate Notes due ,700,000 Class B Asset Backed Floating Rate Notes due 2039

IRIDA PLC. 261,100,000 Class A Asset Backed Floating Rate Notes due ,700,000 Class B Asset Backed Floating Rate Notes due 2039 IRIDA PLC (a company incorporated with limited liability under the laws of England and Wales with registered number 7050748) 261,100,000 Class A Asset Backed Floating Rate Notes due 2039 213,700,000 Class

More information

Deutsche Bank Luxembourg S.A. EUR10,000,000,000 Fiduciary Note Programme

Deutsche Bank Luxembourg S.A. EUR10,000,000,000 Fiduciary Note Programme BASE PROSPECTUS Deutsche Bank Luxembourg S.A. (a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, boulevard

More information

PizzaExpress Financing 2 plc

PizzaExpress Financing 2 plc Listing Particulars Not for general distribution in the United States PizzaExpress Financing 2 plc 55,000,000 6.625% Senior Secured Notes due 2021 PizzaExpress Financing 2 plc (formerly Twinkle Pizza plc),

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT:

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. NOT FOR DISTRIBUTION TO ANY PERSON THAT IS NOT A QUALIFIED INVESTOR WITHIN THE MEANING OF THE

More information

The Goldman Sachs Group, Inc. Callable Fixed Rate Notes due 2033

The Goldman Sachs Group, Inc. Callable Fixed Rate Notes due 2033 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-219206 The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is

More information

IMPORTANT NOTICE (FOR ELECTRONIC DELIVERY)

IMPORTANT NOTICE (FOR ELECTRONIC DELIVERY) IMPORTANT NOTICE (FOR ELECTRONIC DELIVERY) THE OFFERING IS AVAILABLE ONLY (1) IN THE UNITED STATES TO INVESTORS WHO ARE QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Information Memorandum

More information

DBS GROUP HOLDINGS LTD. Issue of U.S.$750,000, per cent. Subordinated Notes due 2028 (the Notes)

DBS GROUP HOLDINGS LTD. Issue of U.S.$750,000, per cent. Subordinated Notes due 2028 (the Notes) IMPORTANT NOTICE THIS OFFERING IS AVAILABLE IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL INVESTORS WITHIN THE MEANING OF RULE 144A ( RULE 144A ) UNDER THE U.S. SECURITIES ACT OF 1933 (THE SECURITIES

More information

Prospectus Supplement (To Prospectus dated September 1, 2005)

Prospectus Supplement (To Prospectus dated September 1, 2005) Prospectus Supplement (To Prospectus dated September 1, 2005) JPMorgan Chase Capital XXIII $750,000,000 Floating Rate Capital Securities, Series W (Liquidation amount $1,000 per capital security) Fully

More information

MOTOR 2012 PLC. (incorporated with limited liability in England and Wales under registered number ) Relevant Margin N/A

MOTOR 2012 PLC. (incorporated with limited liability in England and Wales under registered number ) Relevant Margin N/A MOTOR 2012 PLC (incorporated with limited liability in England and Wales under registered number 7802209) Notes Initial Principal Amount Issue Price Interest Rate Relevant Margin Redemption Profile Legal

More information

IMPORTANT NOTICE. This offering is available only to investors ( Eligible Investors ) that are

IMPORTANT NOTICE. This offering is available only to investors ( Eligible Investors ) that are IMPORTANT NOTICE This offering is available only to investors ( Eligible Investors ) that are (1) both Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as

More information

PROGRAMME MEMORANDUM SUPERDRIVE INVESTMENTS (PROPRIETARY) LIMITED (RF)

PROGRAMME MEMORANDUM SUPERDRIVE INVESTMENTS (PROPRIETARY) LIMITED (RF) PROGRAMME MEMORANDUM SUPERDRIVE INVESTMENTS (PROPRIETARY) LIMITED (RF) (incorporated in the Republic of South Africa with limited liability) (registration number 2011/000895/07) ZAR10 000 000 000 ASSET

More information

ODER CAPITAL LIMITED (Incorporated with limited liability in Jersey) US$10,000,000,000 Certificate programme

ODER CAPITAL LIMITED (Incorporated with limited liability in Jersey) US$10,000,000,000 Certificate programme BASE PROSPECTUS Dated 12 February 2014 ODER CAPITAL LIMITED (Incorporated with limited liability in Jersey) US$10,000,000,000 Certificate programme This Base Prospectus describes the US$10,000,000,000

More information

650,500, Globaldrive Auto Receivables 2017-A B.V. (incorporated under the laws of The Netherlands with its corporate seat in Amsterdam)

650,500, Globaldrive Auto Receivables 2017-A B.V. (incorporated under the laws of The Netherlands with its corporate seat in Amsterdam) Before you purchase any notes, be sure you understand the structure and the risks. You should consider carefully the risk factors beginning on page 13 of this prospectus. The notes will be obligations

More information

Abbey National Treasury Services plc. Santander UK plc

Abbey National Treasury Services plc. Santander UK plc BASE PROSPECTUS DATED 14 DECEMBER 2016 Abbey National Treasury Services plc (incorporated under the laws of England and Wales) Santander UK plc (incorporated under the laws of England and Wales) Programme

More information

MORGAN STANLEY ACES SPC

MORGAN STANLEY ACES SPC Private Placement Memorandum Dated April 26, 2007 MORGAN STANLEY ACES SPC (a segregated portfolio company incorporated under the laws of the Cayman Islands) NOTE ISSUANCE PROGRAM Morgan Stanley ACES SPC

More information

SOCIÉTÉ GÉNÉRALE COMMODITY-LINKED NOTES PRODUCT SUPPLEMENT

SOCIÉTÉ GÉNÉRALE COMMODITY-LINKED NOTES PRODUCT SUPPLEMENT SOCIÉTÉ GÉNÉRALE COMMODITY-LINKED NOTES PRODUCT SUPPLEMENT (To the Offering Memorandum dated March 30, 2017) Payment or delivery of all amounts due and payable or deliverable under the Commodity-Linked

More information

DEVA FINANCING PLC (Incorporated in England and Wales with limited liability, registered number )

DEVA FINANCING PLC (Incorporated in England and Wales with limited liability, registered number ) DEVA FINANCING PLC (Incorporated in England and Wales with limited liability, registered number 6691601) Sub-class of Notes Principal Amount Issue Price Interest rate Ratings S&P/Fitch Final Maturity Date

More information

BOADILLA PROJECT FINANCE CLO (2008-1) LIMITED (Incorporated in Ireland with limited liability under Registered Number )

BOADILLA PROJECT FINANCE CLO (2008-1) LIMITED (Incorporated in Ireland with limited liability under Registered Number ) Class Initial Principal Amount (EUR) BOADILLA PROJECT FINANCE CLO (2008-1) LIMITED (Incorporated in Ireland with limited liability under Registered Number 461152) EUR 250,000 Class A Asset-Backed Credit

More information

Page 1 of 117 424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) File Nos. 333-135006 and 333-135006-01 Title of Each Class of Securities Offered Maximum Aggregate Offering

More information

IMPORTANT NOTICE v

IMPORTANT NOTICE v IMPORTANT NOTICE THE ATTACHED BASE PROSPECTUS IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER: (1) QIBs (AS DEFINED BELOW) THAT ARE ALSO QPs (AS DEFINED BELOW); OR (2) NOT U.S. PERSONS (AS DEFINED IN REGULATION

More information

CHAPTER 8 SPECIALIST DEBT SECURITIES

CHAPTER 8 SPECIALIST DEBT SECURITIES CHAPTER 8 SPECIALIST DEBT SECURITIES Contents This chapter sets out the conditions for listing and the information which is required to be included in the listing document for specialist debt securities

More information

IMPORTANT NOTICE IMPORTANT:

IMPORTANT NOTICE IMPORTANT: IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Drawdown Prospectus following this page (the Drawdown Prospectus ), and you are therefore advised

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON IN THE UNITED STATES OR ADDRESS IN THE UNITED STATES.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON IN THE UNITED STATES OR ADDRESS IN THE UNITED STATES. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON IN THE UNITED STATES OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies

More information

For the risk factors, please see the section Certain Investment Considerations on page

For the risk factors, please see the section Certain Investment Considerations on page Information Memorandum ASIF II (Incorporated with limited liability in the Cayman Islands) ASIF III (JERSEY) LIMITED (Incorporated with limited liability under the laws of Jersey) U.S.$25,000,000,000 Note

More information

U.S.$30,000,000,000 CBA Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by

U.S.$30,000,000,000 CBA Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by Commonwealth Bank of Australia (incorporated with limited liability in the Commonwealth of Australia and having Australian Business Number 48 123 123 124) as Issuer U.S.$30,000,000,000 CBA Covered Bond

More information

Union Bank, N.A. Market-Linked Certificates of Deposit, due June 28, 2018 (MLCD No. 283) Quarterly Capped Return Linked to the S&P 500 Index

Union Bank, N.A. Market-Linked Certificates of Deposit, due June 28, 2018 (MLCD No. 283) Quarterly Capped Return Linked to the S&P 500 Index FINAL DISCLOSURE SUPPLEMENT Dated June 25, 2013 To the Disclosure Statement dated January 30, 2013 Union Bank, N.A. Market-Linked Certificates of Deposit, due June 28, 2018 (MLCD No. 283) Quarterly Capped

More information

BASE PROSPECTUS DATED 8 AUGUST Santander UK plc. (incorporated under the laws of England and Wales) Structured Note and Certificate Programme

BASE PROSPECTUS DATED 8 AUGUST Santander UK plc. (incorporated under the laws of England and Wales) Structured Note and Certificate Programme BASE PROSPECTUS DATED 8 AUGUST 2017 Santander UK plc (incorporated under the laws of England and Wales) Structured Note and Certificate Programme Santander UK plc (the "Issuer") may from time to time issue

More information

you consent to delivery of this Tender Offer Memorandum by electronic transmission.

you consent to delivery of this Tender Offer Memorandum by electronic transmission. IMPORTANT NOTICE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER

More information

ZOO ABS 4 PLC. Secured mainly by a Portfolio consisting primarily of Collateral Debt Securities managed by P&G SGR S.p.A. (the Collateral Manager ).

ZOO ABS 4 PLC. Secured mainly by a Portfolio consisting primarily of Collateral Debt Securities managed by P&G SGR S.p.A. (the Collateral Manager ). ZOO ABS 4 PLC (a public limited company incorporated under the laws of Ireland) 100,000,000 Class A-1R Senior Secured Revolving Floating Rate Notes due 2096 1 150,000,000 Class A-1A Senior Secured Floating

More information

v

v IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the "Prospectus")

More information

7.89% Notes, Series BANCO DO BRASIL S.A., as the Originator of Diversified Payment Rights and as the Servicer

7.89% Notes, Series BANCO DO BRASIL S.A., as the Originator of Diversified Payment Rights and as the Servicer OFFERING CIRCULAR US$450,000,000 DOLLAR DIVERSIFIED PAYMENT RIGHTS FINANCE COMPANY 7.89% Notes, Series 2001-1 BANCO DO BRASIL S.A., as the Originator of Diversified Payment Rights and as the Servicer Each

More information

108,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 8.20% Non-Cumulative Preferred Stock, Series H

108,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 8.20% Non-Cumulative Preferred Stock, Series H 108,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 8.20% Non-Cumulative Preferred Stock, Series H Bank of America Corporation is offering 108,000,000 depositary shares,

More information

BrightHouse Group plc ( BrightHouse or the Company ): Exchange Offer and Consent Solicitation

BrightHouse Group plc ( BrightHouse or the Company ): Exchange Offer and Consent Solicitation 5 Hercules Way Leavesden Park Watford Hertfordshire WD25 7GS Tel 01923 488200 19 December 2017 BrightHouse Group plc ( BrightHouse or the Company ): Exchange Offer and Consent Solicitation This Announcement

More information

$2,000,000, Year Fixed Rate Notes, Due 2021

$2,000,000, Year Fixed Rate Notes, Due 2021 EXECUTION VERSION $2,000,000,000 10-Year Fixed Rate Notes, Due 2021 Terms used in this Pricing Supplement are described or defined in the attached Product Supplement. The Notes will have terms described

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IF YOU ARE A RETAIL INVESTOR, DO NOT CONTINUE IMPORTANT: You must read the following before continuing.

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT:

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED BELOW). IMPORTANT: You must read the following before

More information

IMPORTANT NOTICE base prospectus SECURITIES ACT QIB relevant persons

IMPORTANT NOTICE base prospectus SECURITIES ACT QIB relevant persons IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the base prospectus following this page (the "base prospectus"), and you are therefore advised to read

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the "Prospectus")

More information

Offering memorandum. $956,200,000 Student Loan Asset Backed Notes, Series Higher Education Loan Authority of the State of Missouri

Offering memorandum. $956,200,000 Student Loan Asset Backed Notes, Series Higher Education Loan Authority of the State of Missouri Offering memorandum $956,200,000 Student Loan Asset Backed Notes, Series 2013-1 (LIBOR Floating Rate Notes) Higher Education Loan Authority of the State of Missouri Issuer The Higher Education Loan Authority

More information

PROSPECTUS SUPPLEMENT (To prospectus dated July 31, 2014)

PROSPECTUS SUPPLEMENT (To prospectus dated July 31, 2014) PROSPECTUS SUPPLEMENT (To prospectus dated July 31, 2014) HSBC HOLDINGS PLC $1,500,000,000 5.625% Perpetual Subordinated Contingent Convertible Securities (Callable January 2020 and Every Five Years Thereafter)

More information

VESPUCCI STRUCTURED FINANCIAL PRODUCTS

VESPUCCI STRUCTURED FINANCIAL PRODUCTS Base Prospectus VESPUCCI STRUCTURED FINANCIAL PRODUCTS p.l.c. (incorporated as a public limited company in Ireland with registered number 426220) 40,000,000,000 Programme for the issue of Notes It is intended

More information

(a company incorporated with limited liability under the laws of Jersey) Series 104

(a company incorporated with limited liability under the laws of Jersey) Series 104 Listing Particulars Corsair Finance Jersey (International) Limited (a company incorporated with limited liability under the laws of Jersey) Series 104 USD 10,000,000 Physically/Cash Settled Credit-linked

More information

USA Group Secondary Market Services, Inc.

USA Group Secondary Market Services, Inc. SMS Student Loan Trust 1998-A $150,000,000 Class A-1 Floating Rate Asset-Backed Senior Notes $433,650,000 Class A-2 Floating Rate Asset-Backed Senior Notes USA Group Secondary Market Services, Inc. Seller

More information

Official Statement. $463,200,000 Student Loan Backed Bonds, Series (Taxable LIBOR Floating Rate Bonds)

Official Statement. $463,200,000 Student Loan Backed Bonds, Series (Taxable LIBOR Floating Rate Bonds) Official Statement $463,200,000 Student Loan Backed Bonds, Series 2012-1 (Taxable LIBOR Floating Rate Bonds) North Texas Higher Education Authority, Inc. Issuer The North Texas Higher Education Authority,

More information

República Oriental del Uruguay

República Oriental del Uruguay THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This document does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from

More information

ASTUTE CAPITAL PLC. (Incorporated in England) 500,000,000 Secured limited recourse bond programme

ASTUTE CAPITAL PLC. (Incorporated in England) 500,000,000 Secured limited recourse bond programme ASTUTE CAPITAL PLC (Incorporated in England) 500,000,000 Secured limited recourse bond programme Under the 500,000,000 secured limited recourse bond programme (the Programme ) described in this Programme

More information

DEUTSCHE BANK AG, LONDON BRANCH as Arranger

DEUTSCHE BANK AG, LONDON BRANCH as Arranger DATED: 21 April 2006 EIRLES THREE LIMITED (incorporated with limited liability in Ireland) (the "Issuer") EUR 10,000,000,000 Secured Note Programme (the "Programme") PROSPECTUS (issued pursuant to the

More information

25 billion Global Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by

25 billion Global Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by (incorporated under the laws of Scotland with limited liability under the Companies Act 1948 to 1980, with registered number SC090312) 25 billion Global Covered Bond Programme unconditionally and irrevocably

More information

IMPORTANT NOTICE IMPORTANT:

IMPORTANT NOTICE IMPORTANT: IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (the Tender Offer Memorandum ), whether received

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT:

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED BELOW). IMPORTANT: You must read the following before

More information

The Goldman Sachs Group, Inc.

The Goldman Sachs Group, Inc. 1 / 15 Prospectus Supplement to Prospectus dated December 5, 2006. $2,350,000,000* The Goldman Sachs Group, Inc. 6.125% Notes due February 2033 Filed Pursuant to Rule 424(b)(2) Registration Statement No.

More information

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT:

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED BELOW). IMPORTANT: You must read the following before

More information

Calculation of the Registration Fee

Calculation of the Registration Fee Page 1 of 72 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-202789 Calculation of the Registration Fee Maximum Title of Each Class of Securities Offered Aggregate Offering Price Amount

More information

Important notice. (1) you consent to delivery of such offering memorandum by electronic transmission, and

Important notice. (1) you consent to delivery of such offering memorandum by electronic transmission, and Important notice THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ( QIBs ) WITHIN THE MEANING OF RULE 144A ( RULE 144A ) UNDER THE U.S. SECURITIES ACT OF 1933,

More information

Saad Investments Finance Company (No. 3) Limited

Saad Investments Finance Company (No. 3) Limited Saad Investments Finance Company (No. 3) Limited (incorporated with limited liability in the Cayman Islands and having its corporate seat in the Cayman Islands) 70,000,000 Guaranteed Floating Rate Note

More information

HSBC HOLDINGS PLC. HSBC The date of this prospectus supplement is May 15, PROSPECTUS SUPPLEMENT (To prospectus dated February 22, 2017)

HSBC HOLDINGS PLC. HSBC The date of this prospectus supplement is May 15, PROSPECTUS SUPPLEMENT (To prospectus dated February 22, 2017) PROSPECTUS SUPPLEMENT (To prospectus dated February 22, 2017) HSBC HOLDINGS PLC $3,000,000,000 6.000% Perpetual Subordinated Contingent Convertible Securities (Callable May 22, 2027 and Every Five Years

More information

The following table summarizes the material pricing terms for the Offer:

The following table summarizes the material pricing terms for the Offer: OFFER TO PURCHASE The Central America Bottling Corporation Offer to Purchase for Cash Any and All of its Outstanding 6.750% Senior Guaranteed Notes due 2022 (Rule 144A: ISIN No. US15238XAA72; CUSIP No.

More information

PRIVATE PLACEMENT MEMORANDUM of

PRIVATE PLACEMENT MEMORANDUM of PRIVATE PLACEMENT MEMORANDUM of a California limited liability company 16441 Scientific Way, Suite 250, Irvine, CA 92618 Phone: 949.396.6715 Fax: 949.485.5652 OFFERING SERIES OFFERING STATUS PREFERRED

More information

EXPORT-IMPORT BANK OF INDIA

EXPORT-IMPORT BANK OF INDIA IMPORTANT NOTICE THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) UNDER RULE 144A (AS DEFINED BELOW) OR (2) NON-U.S PERSONS (AS DEFINED IN REGULATION S (AS

More information

ICD FUNDING LIMITED (incorporated with limited liability in the Cayman Islands)

ICD FUNDING LIMITED (incorporated with limited liability in the Cayman Islands) BASE PROSPECTUS ICD FUNDING LIMITED (incorporated with limited liability in the Cayman Islands) U.S.$2,500,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by INVESTMENT

More information

DISCLOSURE SUPPLEMENT Dated November 25, 2008 To the Disclosure Statement dated November 10, MLCD Description. Risks and Considerations

DISCLOSURE SUPPLEMENT Dated November 25, 2008 To the Disclosure Statement dated November 10, MLCD Description. Risks and Considerations DISCLOSURE SUPPLEMENT Dated November 25, 2008 To the Disclosure Statement dated November 10, 2008 Union Bank of California, N.A. Market-Linked Certificates of Deposit, due December 3, 2012 (MLCD No.1)

More information