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

Transcription

1 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 SECURED FLOATING RATE NOTES DUE 2017 U.S. $18,000,000 CLASS B SENIOR SECURED FLOATING RATE NOTES DUE 2017 U.S. $22,500,000 CLASS C SECURED DEFERRABLE FLOATING RATE NOTES DUE 2017 U.S. $22,400,000 CLASS D SECURED FLOATING RATE NOTES DUE 2017 U.S. $16,500,000 CLASS E SECURED FLOATING RATE NOTES DUE 2017 U.S. $37,000,000 INCOME NOTES DUE 2017 U.S. $15,000,000 COMBINATION NOTES DUE 2017 The Class A-1 Senior Secured Floating Rate Notes due 2017 (the Class A-1 Notes ), the Class A-2 Revolving Senior Secured Floating Rate Notes due 2017 (the Class A-2 Notes and, together with the Class A-1 Notes, the Class A Notes ), the Class B Senior Secured Floating Rate Notes due 2017 (the Class B Notes ), the Class C Secured Deferrable Floating Rate Notes due 2017 (the Class C Notes ), the Class D Secured Floating Rate Notes due 2017 (the Class D Notes ) and the Class E Secured Floating Rate Notes due 2017 (the Class E Notes ) will be issued by Octagon Investment Partners VIII, Ltd., a recently formed Cayman Islands exempted company with limited liability (the Issuer ), and Octagon Investment Partners VIII, LLC, a recently formed Delaware limited liability company (the Co-Issuer and, together with the Issuer, the Co-Issuers ). The Issuer also will issue the Income Notes due 2017 (the Income Notes ). The Issuer and the Co-Issuer (solely with respect to the Class D Note Components) also will issue the Combination Notes due 2017 (the Combination Notes ). The Combination Notes will be comprised of two components, one consisting of Class D Notes (each such component, a Class D Note Component ) and the other consisting of Income Notes (each such component, an Income Note Component ). The initial aggregate principal amount of the Class D Note Components will be U.S. $9,600,000. The initial aggregate principal amount of the Income Note Components will be U.S. $5,400,000. The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes (including the Class D Note Components, unless the context clearly indicates otherwise) and the Class E Notes collectively are referred to herein as the Senior Notes. The Senior Notes and the Income Notes (including the Income Note Components, unless the context clearly indicates otherwise) together are referred to herein as the Notes. The Issuer and Co-Issuer have been established as special purpose vehicles for the purpose of issuing the Notes. The Notes and the Combination Notes will be issued and secured pursuant to an Indenture to be dated as of the Closing Date (as defined below) (the Indenture ) among the Issuer, the Co-Issuer and U.S. Bank National Association, as trustee (the Trustee ). The Collateral Debt Obligations (as defined herein, and primarily consisting of bank loans, participations and corporate debt securities) will be managed by Octagon Credit Investors, LLC (the Collateral Manager ). It is a condition to the issuance of the Notes and the Combination Notes that (i) the Class A Notes be rated Aaa by Moody s Investors Service, Inc. ( Moody s ) and AAA by Standard & Poor s Ratings Services, a division of The McGraw-Hill Companies, Inc. ( Standard & Poor s and, together with Moody s, the Rating Agencies ), (ii) the Class B Notes be rated at least Aa2 by Moody s and at least AA by Standard & Poor s, (iii) the Class C Notes be rated at least A2 by Moody s and at least A by Standard & Poor s, (iv) the Class D Notes be rated at least Baa2 by Moody s and at least BBB by Standard & Poor s, (v) the Class E Notes be rated at least Ba2 by Moody s and at least BB by Standard & Poor s and (vi) the Combination Notes be rated at least Baa2 by Moody s as to the repayment of principal only. The Income Notes will not be rated. Application will be made to list each Class of Notes and the Combination Notes on the Irish Stock Exchange. There can be no assurance that any such listing will be granted or, if granted, will be maintained. (Continued on next page) See Risk Factors for a description of some of the factors that should be considered in evaluating an investment in the Notes and the Combination Notes. CERTAIN PLEDGED ASSETS OF THE ISSUER ARE THE SOLE SOURCE OF PAYMENTS IN RESPECT OF THE NOTES AND THE COMBINATION NOTES. THE NOTES AND THE COMBINATION NOTES DO NOT REPRESENT AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT INSURED OR GUARANTEED BY, WACHOVIA SECURITIES (AS DEFINED HEREIN), THE COLLATERAL MANAGER, THE TRUSTEE, THE ADMINISTRATOR (AS DEFINED HEREIN) OR ANY OF THEIR RESPECTIVE AFFILIATES. THE NOTES AND THE COMBINATION NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION, AND NEITHER OF THE CO-ISSUERS WILL BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE 1940 ACT ). THE NOTES AND THE COMBINATION NOTES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO PERSONS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY RULE 144A OR ACCREDITED INVESTORS DESCRIBED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT (OR, IN THE CASE OF THE CLASS A-2 NOTES, ACCREDITED INVESTORS DESCRIBED IN RULE 501(A)(1), (2), (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT IN RELIANCE ON SECTION 4(2) THEREOF AND, IN EACH CASE, WHO ALSO ARE QUALIFIED PURCHASERS (FOR PURPOSES OF SECTION (3)(c)(7) OF THE 1940 ACT) OR, SOLELY IN THE CASE OF THE CLASS E NOTES AND THE INCOME NOTES, KNOWLEDGEABLE EMPLOYEES (FOR PURPOSES OF RULE 3c-5 UNDER THE 1940 ACT) OR A COMPANY OWNED EXCLUSIVELY BY KNOWLEDGEABLE EMPLOYEES AND/OR QUALIFIED PURCHASERS, AND IN ACCORDANCE WITH ANY OTHER APPLICABLE LAWS. THE NOTES AND THE COMBINATION NOTES ALSO ARE BEING OFFERED AND SOLD TO CERTAIN PERSONS THAT ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT ( REGULATION S ) OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES OR COMBINATION NOTES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE NOTES AND THE COMBINATION NOTES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND SUMMARIZED HEREIN UNDER TRANSFER RESTRICTIONS. The Notes and the Combination Notes are offered by Wachovia Securities from time to time at varying prices in negotiated transactions subject to prior sale, when, as and if issued. Wachovia Securities, as initial purchaser (the Initial Purchaser ), is expected to purchase 100% of the Class A-1 Notes, 100% of the Class B Notes, 100% of the Class C Notes, 100% of the Class D Notes, 100% of the Class E Notes, 100% of the Income Notes and 100% of the Combination Notes from the Issuer and (except with respect to the Income Notes and Income Note Components) the Co-Issuer, subject, in each case, to certain conditions. The Class A-2 Notes are being offered by the Initial Purchaser, as agent, on behalf of the Co-Issuers. The Initial Purchaser will act as lead manager and bookrunner with respect to the Notes and the Combination Notes. The Initial Purchaser reserves the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of each Rule 144A Global Senior Note, each Regulation S Global Senior Note, each Regulation S Global Income Note and each Regulation S Global Combination Note (each as defined herein) will be made in book-entry form through the facilities of The Depository Trust Company ( DTC ) on or about August 24, 2005 (the Closing Date ) and that the Notes and the Combination Notes in definitive form (including all of the Class A-2 Notes and the Income Notes initially sold in the United States or otherwise to U.S. persons as defined in Regulation S) will be made available for delivery to the owners thereof on such date, in each case in New York, New York against payment therefor in immediately available funds. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the Prospectus to be approved. Such approval relates only to the Notes 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 93/22/EC or which are to be offered to the public in any Member State of the European Economic Arena. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. The Notes will be listed on the Official List of the Irish Stock Exchange on or about November 09, This document constitutes the prospectus for the

2 purposes of the Prospectus Directive in connection with the application for the Notes to be admitted to the Official List of the Irish Stock Exchange. Any reference throughout the document to Offering Memorandums shall be taken to read Prospectus. WACHOVIA SECURITIES The date of this Prospectus is November 09, 2005

3 (continued from previous page) Interest on the Senior Notes will accrue on the outstanding principal balance thereof from the Closing Date (or, in the case of the Class A-2 Notes, from the relevant funding date). Subject to the Priority of Payments (as defined herein), interest will be payable quarterly in arrears on the 15th day of each March, June, September and December (or, if not a Business Day, on the immediately following Business Day) (each, a Distribution Date ), commencing on the Distribution Date occurring in March The principal of the Notes is required to be paid on the Distribution Date occurring on September 15, 2017 (the Stated Maturity ) unless redeemed or repaid prior thereto. No interest shall accrue on the Income Notes at a stated rate; rather, the holders of the Income Notes shall receive on each Distribution Date, in respect of interest thereon and on a noncumulative basis, the amounts, if any, distributable to such holders in accordance with each of clause (23) and clause (15) of the allocation of payments described below under Application of Funds Priority of Payments Distributions of Interest Proceeds and Application of Funds Priority of Payments Distributions of Principal Proceeds, respectively. No principal payments will be made on the Income Notes (including the Income Note Components) until principal of, and accrued and unpaid interest on, the Senior Notes (including the Class D Note Components), and certain fees and expenses, have been paid in full in accordance with the Priority of Payments. Payments on the Notes and the Combination Notes will be made in U.S. dollars. The Senior Notes and the Combination Notes (to the extent of the Class D Note Components) are subject to full or partial redemption or prepayment under the circumstances described herein under Description of the Notes and the Combination Notes Redemption and Application of Funds Priority of Payments. The Income Notes and Combination Notes (to the extent of the Income Note Components) are subject to full redemption at the direction of the Majority of the Income Notes (including the Income Note Components) on any Distribution Date following the payment in full of the Senior Notes (including the Class D Note Components). See Description of the Notes and the Combination Notes Redemption. The Notes and the Combination Notes are subject to various risks related to the performance of the Collateral Debt Obligations and the structure of the transaction. These risks, among others, should be considered in connection with any purchase of the Notes and the Combination Notes. See Risk Factors herein for a discussion of some of the risks that should be considered in evaluating an investment in the Notes or the Combination Notes. See also Description of the Notes and the Combination Notes and Security for the Notes and the Combination Notes herein. The Senior Notes (other than the Class A-2 Notes) sold within the United States or to U.S. persons as defined in Regulation S under the Securities Act (each, a U.S. Person ) in reliance on Rule 144A under the Securities Act ( Rule 144A ) initially will be issued either (i) in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner) (each, a Definitive Senior Note ), or (ii) in the form of one or more global notes in fully registered form without coupons (each, a Rule 144A Global Senior Note ) to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC. The Senior Notes (other than the Class A-2 Notes) sold within the United States or to U.S. Persons who are accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act will be issued in the form of Definitive Senior Notes registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner). The Senior Notes sold in offshore transactions in reliance on Regulation S under the Securities Act ( Regulation S ) to persons that are not U.S. Persons initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a Regulation S Global Senior Note ) to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream- Luxembourg ). Beneficial interests in a Regulation S Global Senior Note may be held only through Euroclear or Clearstream-Luxembourg and may not be held by a U.S. Person at any time. The Class A-2 Notes will be issued in the form of Definitive Senior Notes registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner). The Income Notes sold within the United States or to U.S. Persons in reliance on Rule 144A under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act will be -iii-

4 issued in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner) (each, a Definitive Income Note ). The Income Notes sold in offshore transactions in reliance on Regulation S to persons that are not U.S. Persons initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a Regulation S Global Income Note ) to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear and Clearstream- Luxembourg. The Combination Notes sold within the United States or to U.S. Persons in reliance on Rule 144A under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act will be issued in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner) (each, a Definitive Combination Note ). The Combination Notes sold in offshore transactions in reliance on Regulation S under the Securities Act to persons that are not U.S. Persons initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a Regulation S Global Combination Note ) to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear and Clearstream-Luxembourg. Interests in a Regulation S Global Senior Note, a Regulation S Global Income Note or a Regulation S Global Combination Note may not be held at any time by a U.S. Person, and re-offers or resales of such Notes or Combination Notes offered outside the United States in reliance on Regulation S under the Securities Act may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co-Issuer or their agents, affiliates or intermediaries. In addition, until the expiration of the applicable Distribution Compliance Period (as defined herein), a re-offer or resale of any Note or Combination Note, as applicable, originally sold pursuant to Regulation S to, or for the account or benefit of, a U.S. Person by a dealer or person receiving a concession, fee or remuneration in respect of the Notes or Combination Notes, as applicable, may violate the registration requirements of the Securities Act, unless such offer and sale is made in compliance with an exemption from such registration requirements. Each purchaser of an interest in a Note or a Combination Note in the initial offering thereof and each subsequent transferee will be required to make or will be deemed to have made certain representations and agreements. See Certain ERISA Considerations and Transfer Restrictions. Other than as expressly excepted herein, the Co-Issuers accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer and the Co-Issuer, the information contained in this document is in accordance with the facts as of the date hereof and does not omit anything likely to affect the import of such information. The Collateral Manager accepts responsibility for the information with respect to the material relating to the Collateral Manager set forth under Summary The Collateral Manager and The Collateral Manager. To the best of the knowledge and belief of the Collateral Manager the information contained in those sections is in accordance with the facts, and does not omit anything likely to affect the import of such information. Each of the Issuer, the Co-Issuer and the Collateral Manager disclaims any obligation to continually update such information and does not presently intend to do so. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, (I) ANY SECURITIES OTHER THAN THE NOTES AND THE COMBINATION NOTES OR (II) ANY SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFER OR SALE OF THE NOTES OR THE COMBINATION NOTES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS PROSPECTUS OR ANY OF THE NOTES OR THE COMBINATION NOTES COME ARE REQUIRED BY THE CO-ISSUERS AND THE INITIAL PURCHASER TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. EACH PROSPECTIVE PURCHASER OF ANY OF THE NOTES OR THE COMBINATION NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS SUCH NOTES OR COMBINATION NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST OBTAIN ANY CONSENT, -iv-

5 APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE NOTES OR THE COMBINATION NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE CO-ISSUERS, THE INITIAL PURCHASER, THE COLLATERAL MANAGER AND ANY OF THEIR RESPECTIVE AFFILIATES SHALL HAVE ANY RESPONSIBILITY THEREFOR. IRS CIRCULAR 230 NOTICE. THIS PROSPECTUS WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSES OF AVOIDING U.S. FEDERAL, STATE, OR LOCAL TAX PENALTIES. THIS PROSPECTUS WAS WRITTEN AND PROVIDED BY THE CO- ISSUERS IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE CO-ISSUERS AND/OR INITIAL PURCHASER OF THE NOTES AND COMBINATION NOTES. EACH NOTEHOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THE NOTES AND THE COMBINATION NOTES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS ANY SUCH COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 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 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 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 ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO FLORIDA RESIDENTS THE NOTES AND THE COMBINATION NOTES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION OF THE FLORIDA SECURITIES ACT (THE FLORIDA ACT ) AND HAVE NOT BEEN REGISTERED UNDER THE FLORIDA ACT IN THE STATE OF FLORIDA. FLORIDA RESIDENTS WHO ARE NOT INSTITUTIONAL INVESTORS DESCRIBED IN SECTION (7) OF THE FLORIDA ACT HAVE THE RIGHT TO VOID THEIR PURCHASES OF THE NOTES AND THE COMBINATION NOTES WITHOUT PENALTY WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION. -v-

6 NOTICE TO RESIDENTS OF THE UNITED KINGDOM THE NOTES AND THE COMBINATION NOTES HAVE NOT BEEN OFFERED OR SOLD AND PRIOR TO THE EXPIRY OF THE PERIOD OF SIX MONTHS FROM THE CLOSING DATE, MAY NOT BE OFFERED OR SOLD TO PERSONS IN THE UNITED KINGDOM, EXCEPT TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES OR OTHERWISE IN CIRCUMSTANCES WHICH HAVE NOT RESULTED AND WILL NOT RESULT IN AN OFFER TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS THIS COMMUNICATION IS DIRECTED ONLY AT PERSONS WHO (i) ARE OUTSIDE THE UNITED KINGDOM OR (ii) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS OR (iii) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NOTICE TO THE PUBLIC IN THE CAYMAN ISLANDS NO OFFER MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY NOTES OR COMBINATION NOTES AND THIS PROSPECTUS MAY NOT BE PASSED TO ANY SUCH PERSON. THE SENIOR NOTES AND THE COMBINATION NOTES (TO THE EXTENT OF THE CLASS D NOTE COMPONENTS) REPRESENT ONLY LIMITED-RECOURSE DEBT OBLIGATIONS OF THE CO-ISSUERS AND THE INCOME NOTES AND THE COMBINATION NOTES (TO THE EXTENT OF THE INCOME NOTE COMPONENTS) REPRESENT ONLY LIMITED-RECOURSE DEBT OBLIGATIONS OF THE ISSUER. THE NOTES AND THE COMBINATION NOTES DO NOT REPRESENT DEPOSITS OR OTHER INTERESTS IN OR OBLIGATIONS OF, AND ARE NOT GUARANTEED BY OR SECURED BY THE ASSETS OF, THE INITIAL PURCHASER, THE COLLATERAL MANAGER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE NOTES, THE COMBINATION NOTES NOR THE RELATED COLLATERAL IS INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR GOVERNMENTAL PERSON. THE NOTES AND THE COMBINATION NOTES WILL BEAR RESTRICTIVE LEGENDS AND WILL BE SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN, INCLUDING THE REQUIREMENT THAT EACH INITIAL INVESTOR IN THE NOTES OR THE COMBINATION NOTES IN GLOBAL FORM SHALL BE DEEMED TO HAVE MADE, AND EACH INITIAL INVESTOR IN THE NOTES OR THE COMBINATION NOTES IN CERTIFICATED FORM WILL BE REQUIRED TO MAKE, CERTAIN REPRESENTATIONS AND AGREEMENTS AS DESCRIBED HEREIN. ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF ANY OF THE NOTES OR THE COMBINATION NOTES THAT IS NOT MADE IN COMPLIANCE WITH THE APPLICABLE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AB INITIO. BECAUSE OF THE RESTRICTIONS ON TRANSFER, AN INVESTOR SHOULD BE PREPARED TO BEAR THE RISK OF ITS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME OR UNTIL THE STATED MATURITY. THE NOTES, THE COMBINATION NOTES AND THE RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THE INDENTURE) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF NOTES AND THE -vi-

7 COMBINATION NOTES, TO, AMONG OTHER THINGS, MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE NOTES AND THE COMBINATION NOTES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) AND/OR TO ENABLE THE CO-ISSUERS TO RELY UPON ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR THE 1940 ACT (AND TO REMOVE CERTAIN EXISTING RESTRICTIONS TO THE EXTENT NOT REQUIRED UNDER SUCH EXEMPTION); PROVIDED THAT NO SUCH CHANGE WILL CAUSE THE RATING (IF ANY) OF THE NOTES AND THE COMBINATION NOTES THEN OUTSTANDING TO BE REDUCED OR WITHDRAWN. THE BENEFICIAL OWNER OF ANY NOTE OR COMBINATION NOTE SHALL BE DEEMED, BY ACCEPTANCE THEREOF, DIRECTLY OR THROUGH A NOMINEE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON SUCH BENEFICIAL OWNER AND ALL FUTURE BENEFICIAL OWNERS OF SUCH NOTE OR COMBINATION NOTE AND ANY NOTE OR COMBINATION NOTE ISSUED IN EXCHANGE OR SUBSTITUTION FOR SUCH NOTE OR COMBINATION NOTE WHETHER OR NOT ANY NOTATION THEREOF IS MADE THEREON). SEE THE INDENTURE MODIFICATION OF INDENTURE HEREIN. THIS PROSPECTUS HAS BEEN PREPARED BY THE CO-ISSUERS SOLELY FOR USE IN CONNECTION WITH THE OFFERING OF THE NOTES AND THE COMBINATION NOTES AND, EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH AND IN THE PENULTIMATE PARAGRAPH UNDER DESCRIPTION OF THE NOTES AND THE COMBINATION NOTES FORM, DENOMINATION, REGISTRATION AND TRANSFER OF THE SENIOR NOTES, THE CO-ISSUERS ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS. THE INITIAL PURCHASER, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER PLAN OF DISTRIBUTION, AND THE COLLATERAL MANAGER, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER THE COLLATERAL MANAGER, ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE CO-ISSUERS (AND THE INITIAL PURCHASER, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER PLAN OF DISTRIBUTION, AND THE COLLATERAL MANAGER, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER THE COLLATERAL MANAGER ), THE INFORMATION CONTAINED IN THIS PROSPECTUS AS OF THE DATE HEREOF IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. EXCEPT AS SET FORTH IN THIS PROSPECTUS, NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS; IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PROSPECTUS, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE NOTES, THE COMBINATION NOTES AND THE ISSUER, ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE NOTES, THE COMBINATION NOTES AND THE ISSUER, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING TO SUCH U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT. EACH INITIAL INVESTOR IN, AND EACH SUBSEQUENT TRANSFEREE OF, AN INTEREST IN A GLOBAL SENIOR NOTE (OTHER THAN A CLASS E NOTE) WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT, AND EACH INITIAL INVESTOR AND EACH SUBSEQUENT TRANSFEREE OF A SENIOR NOTE IN CERTIFICATED FORM WILL BE REQUIRED TO REPRESENT, WARRANT AND COVENANT, EITHER THAT (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ( ERISA ), A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE -vii-

8 CODE ), AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN S OR PLAN S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (SUCH REPRESENTATION SHALL BE DEEMED TO BE MADE ON EACH DAY FROM THE DATE ON WHICH SUCH INVESTOR OR TRANSFEREE ACQUIRES THE SENIOR NOTES THROUGH AND INCLUDING THE DATE ON WHICH SUCH INVESTOR OR TRANSFEREE DISPOSES OF ITS INTEREST IN SUCH SENIOR NOTES) OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH SENIOR NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW). EACH INITIAL INVESTOR IN, AND EACH SUBSEQUENT TRANSFEREE OF, AN INTEREST IN A CLASS E NOTE IN THE FORM OF A GLOBAL SENIOR NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT A BENEFIT PLAN INVESTOR OR A CONTROLLING PERSON. EACH PURCHASER OF A CLASS E NOTE, AN INCOME NOTE OR A COMBINATION NOTE IN DEFINITIVE FORM, OR ANY INTEREST THEREIN, WILL BE REQUIRED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR NOT SUBJECT TO ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS), ANY PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN S INVESTMENT IN SUCH ENTITY (EACH, A BENEFIT PLAN INVESTOR ) OR (B) IF IT IS A BENEFIT PLAN INVESTOR, THE ACQUISITION AND HOLDING OF AN INCOME NOTE, A COMBINATION NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW, UNDER SUCH SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW). IN ADDITION, EACH PURCHASER OF A CLASS E NOTE, AN INCOME NOTE OR A COMBINATION NOTE IN DEFINITIVE FORM WILL BE REQUIRED TO REPRESENT AND WARRANT AS TO WHETHER OR NOT IT IS A CONTROLLING PERSON. EACH INSURANCE COMPANY PURCHASING DEFINITIVE CLASS E NOTES, DEFINITIVE INCOME NOTES OR DEFINITIVE COMBINATION NOTES WITH THE ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT WILL BE REQUIRED TO REPRESENT AND WARRANT THE MAXIMUM PERCENTAGE OF SUCH GENERAL ACCOUNT THAT REPRESENTS (AND WILL REPRESENT AS LONG AS IT OWNS ANY INTEREST IN THE INCOME NOTES OR THE COMBINATION NOTES) OWNERSHIP BY BENEFIT PLAN INVESTORS. EACH INITIAL INVESTOR IN, AND EACH SUBSEQUENT TRANSFEREE OF, AN INTEREST IN A REGULATION S GLOBAL COMBINATION NOTE OR A REGULATION S GLOBAL INCOME NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT A BENEFIT PLAN INVESTOR OR A CONTROLLING PERSON. EACH PURCHASER ACKNOWLEDGES THAT NO PURCHASE OF A CLASS E NOTE, AN INCOME NOTE OR A COMBINATION NOTE WILL BE PERMITTED, AND NONE OF THE ISSUER, THE CO-ISSUER OR THE TRUSTEE WILL REGISTER ANY SUCH TRANSFER, TO THE EXTENT THAT THE TRANSFER WOULD RESULT IN BENEFIT PLAN INVESTORS OWNING 25% OR MORE OF THE OUTSTANDING AGGREGATE PRINCIPAL BALANCE OF THE CLASS E NOTES OR THE INCOME NOTES (INCLUDING THE INCOME NOTE COMPONENTS) IMMEDIATELY AFTER SUCH TRANSFER. THE PURCHASER FURTHER ACKNOWLEDGES THAT THE FOREGOING PROCEDURES ARE INTENDED TO ENABLE THE CLASS E NOTES, THE INCOME NOTES AND THE COMBINATION NOTES TO BE PURCHASED BY OR TRANSFERRED TO BENEFIT PLAN INVESTORS AT ANY TIME, ALTHOUGH NO ASSURANCE CAN BE GIVEN THAT THERE WILL NOT BE CIRCUMSTANCES IN WHICH TRANSFERS OF CLASS E NOTES, -viii-

9 INCOME NOTES OR COMBINATION NOTES WILL BE REQUIRED TO BE RESTRICTED IN ORDER TO COMPLY WITH THE AFOREMENTIONED 25% LIMITATIONS. NONE OF THE INITIAL PURCHASER, THE CO-ISSUERS, THE COLLATERAL MANAGER OR ANY AFFILIATE THEREOF MAKES ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF NOTES OR COMBINATION NOTES REGARDING THE LEGALITY OF INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS OR REGULATIONS OR THE PROPER CLASSIFICATION OF SUCH AN INVESTMENT THEREUNDER. THE CONTENTS OF THIS PROSPECTUS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, FINANCIAL ADVISOR, BUSINESS ADVISOR OR TAX ADVISOR AS TO LEGAL, FINANCIAL, BUSINESS AND TAX ADVICE. AVAILABLE INFORMATION The Co-Issuers are not required by law to publish financial statements. However, to permit compliance with Rule 144A in connection with the sale of the Notes and the Combination Notes, the Co-Issuers (or, in the case of the Income Notes and the Combination Notes (to the extent of the Income Note Components), the Issuer) under the Indenture will be required to furnish, upon request of a holder of a Note or a Combination Note, 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 Securities Exchange Act of 1934, as amended (the Exchange Act ), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. The Trustee will provide or cause to be provided, without charge to each investor upon request, a copy of the Indenture. Requests to the Trustee should be directed in writing to its principal Corporate Trust Office located at One Federal Street, Third Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services/CDO Unit - Octagon VIII CLO. In addition, so long as any Notes or Combination Notes are listed on the Irish Stock Exchange, certain information and documents will be available at the office of JP Morgan Bank (Ireland) PLC (in such capacity, the Ireland Listing Agent ). Unless otherwise indicated, (i) references herein to dollars, U.S. dollars and $ will be to the lawful currency of the United States; (ii) references herein to EUR, Euro and will be to the currency introduced on 1st January 1999 pursuant to the Treaty establishing the European Community as amended by the Treaty on European Union; (iii) the term Rating Agencies will, except as otherwise provided herein, mean Moody s and Standard & Poor s; (iv) references to a Rating Agency will mean Moody s or Standard & Poor s; (v) references to a Rating Agency in connection with a rating of the Notes or the Combination Notes will be deemed to mean such Rating Agency with respect to the Notes or the Combination Notes, as applicable, rated by it; (vi) references to the term holder will mean the person in whose name a security is registered; except where the context otherwise requires, holder will include the beneficial owner of such security; and (vii) references to U.S. and United States will be to the United States of America, its territories and its possessions. SUMMARIES AND INCORPORATION BY REFERENCE OF TRANSACTION DOCUMENTS This Prospectus summarizes certain provisions of the Notes, the Combination Notes, the Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Warehousing Agreement, the Credit Agreement and other transactions and documents. The summaries do not purport to be complete and (whether or not so stated herein) 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). Copies of the above documents are available on request from the Trustee. MARKET STABILIZATION IN CONNECTION WITH THE ISSUE OF THE NOTES AND THE COMBINATION NOTES, THE INITIAL PURCHASER OR ANY PERSON ACTING ON ITS BEHALF MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES OR THE COMBINATION NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR -ix-

10 A LIMITED PERIOD AFTER THE CLOSING DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON THE INITIAL PURCHASER OR ANY OF ITS AGENTS TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. ALL SUCH TRANSACTIONS WILL BE CARRIED OUT IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. FORWARD-LOOKING STATEMENTS This Prospectus 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 similar expressions. Other information herein, including any estimated, targeted or assumed information, also may deemed to be, or to contain, forward-looking statements. Prospective investors should not place undue reliance on forwardlooking statements. Actual results could differ materially from those referred 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 either the Issuer or the Co-Issuer, the Collateral Manager, Wachovia Securities or any of their respective affiliates or any other person of the results that will actually be achieved by the Co-Issuers, the Notes or the Combination Notes. 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. -x-

11 TABLE OF CONTENTS SUMMARY OF THE PROSPECTUS...1 RISK FACTORS...32 Nature of Collateral; Default Risk...32 Bank Loans...32 High-Yield Debt Securities...34 Mezzanine Debt Securities...34 Investment Grade Debt Securities...35 Synthetic Securities...35 Structured Finance Securities...35 Securities Lending...36 International Investing...36 Interim Targets...37 Confirmation of Ratings; Effective Date Ratings Downgrade...37 Illiquidity of Collateral Debt Obligations...37 Volatility of Collateral Market Value and the Notes and the Combination Notes...37 Insolvency of Issuers of Collateral Debt Obligations...38 Lender Liability Considerations; Equitable Subordination...38 Limited-Recourse Obligations...39 Subordination and Related Matters...39 Certain Risks Associated with the Income Notes...40 Determinations Under Indenture by Controlling Class; Certain Limitations on Sale and Liquidation...40 Optional Redemption or Tax Redemption of the Senior Notes...41 Limited Liquidity and Restrictions on Transfer...41 Collateral Reinvestment Provisions...41 Average Life and Prepayment Considerations...41 Interest Rate Risk; Floating Rate Indices for Collateral Debt Obligations...42 Currency Exchange Risk...42 Certain Additional Risks of Hedge Agreements...43 Changes in Tax Law; No Gross-Up in Respect of the Notes and the Combination Notes...43 Certain Collateral Debt Obligations Subject to Withholding or Similar Tax; Changes in Tax Law; No Gross-Up in Respect of Collateral Debt Obligations...43 Certain Equity Securities Producing Income Subject to U.S. Withholding...44 Regulation U Requirements...44 Dependence on Key Personnel of the Collateral Manager...44 A Substantial Amount of Collateral Debt Obligations Was Acquired Before the Closing Date, and the Terms of the Acquisition May Adversely Affect the Issuer...44 Certain Conflicts of Interest Relating to the Collateral Manager...46 Certain Conflicts of Interest Relating to the Initial Purchaser...47 Brokerage...48 Over-Allotment; Stabilizing Transactions...48 Forward-Looking Statements...48 The 1940 Act...49 Need to Seek Independent Advice; Lack of Hypothetical Performance Scenarios...49 Prevention of Money Laundering and Terrorism...50 Unspecified Use of Proceeds...51 Ongoing Commitments of Holders of Class A-2 Notes...51 THE CO-ISSUERS...52 General...52 Capitalization...53 Business...54 The Administrator...54 The LLC Manager...55 DESCRIPTION OF THE NOTES AND THE COMBINATION NOTES xi-

12 The Notes...55 Class A-1 Notes...55 Class A-2 Notes...55 Takedowns; Borrowings; Prepayments...56 Class B Notes...59 Class C Notes...59 Class D Notes...59 Class E Notes...59 Income Notes...60 The Combination Notes...60 Status and Security...61 Interest on the Notes...61 Principal of the Notes...63 Redemption...64 Optional and Special Redemptions...64 Coverage Test Failure Redemption...65 Tax Redemption...65 Optional Redemption of the Income Notes...65 Redemption Procedures...66 Required Disposition...67 Payments on the Notes and the Combination Notes...68 No Gross-Up...69 Form, Denomination, Registration and Transfer of the Senior Notes...69 Form, Denomination, Registration and Transfer of the Income Notes...72 Form, Denomination, Registration and Transfer of the Combination Notes...72 APPLICATION OF FUNDS...73 Interest and Principal Proceeds...73 Priority of Payments...75 Distributions of Interest Proceeds...75 Distributions of Principal Proceeds...77 Distribution in Respect of the Income Notes on the Stated Maturity...78 Liquidation of Collateral; Final Distribution...78 Payments in Respect of the Notes and the Combination Notes...79 USE OF PROCEEDS...79 RATINGS OF THE NOTES AND THE COMBINATION NOTES...79 CERTAIN HYPOTHETICAL MATURITY AND PREPAYMENT CONSIDERATIONS IN RESPECT OF THE SENIOR NOTES...81 SECURITY FOR THE NOTES AND THE COMBINATION NOTES...81 General...81 Collateral...82 Collateral Debt Obligations...82 Portfolio Profile Test...84 Reinvestment Period...88 The Coverage Tests and Collateral Quality Tests...89 The Class A/B Overcollateralization Test...89 The Class A/B Interest Coverage Test...89 The Class C Overcollateralization Test...90 The Class C Interest Coverage Test...90 The Class D Overcollateralization Test...91 The Class D Interest Coverage Test...91 The Class E Overcollateralization Test...91 The Supplemental Overcollateralization Test...92 Minimum Diversity/Maximum Rating Factor/Minimum Weighted Average Spread/Maximum Weighted Average Life...92 The Weighted Average Rating Factor Test...94 The Moody s Diversity Test xii-

13 The Weighted Average Life Test...95 The Weighted Average Coupon Test...96 The Weighted Average Spread Test...96 The Weighted Average Recovery Rate Test...97 The Standard & Poor s CDO Monitor Test...98 Interim Targets Substitute Securities and Reinvestment Criteria Mandatory Sales of Collateral Debt Obligations Sales Relating to Redemptions Certain Other Considerations Accounts Interest Collection Account Principal Collection Account Custodial Account Payment Account Expense Account Swap Collateral Account Delayed Funding Obligation Account Interest Reserve Account Securities Lending Account Hedge Counterparty Collateral Account Swap Counterparty Collateral Account Proceeds Account Class A-2 Note Collateral Account Euro Account Hedge Agreements Securities Lending A/B Exchanges Margin Stock Certain Determinations in Respect of the Collateral THE INDENTURE Trustee Events of Default Notices Modification of Indenture Consolidation, Merger or Transfer of Assets Note Valuation Report Petitions for Bankruptcy Satisfaction and Discharge of Indenture Intended Tax Treatment of the Notes and the Combination Notes Governing Law THE COLLATERAL MANAGER General Biographies of Certain Key Individuals THE COLLATERAL MANAGEMENT AGREEMENT Compensation Termination of the Collateral Management Agreement; Resignation or Removal of the Collateral Manager; Assignment and Delegation Affiliate Transactions COLLATERAL ADMINISTRATION CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS General U.S. Federal Tax Treatment of the Issuer U.S. Federal Tax Treatment of U.S. Holders of Senior Notes U.S. Federal Tax Treatment of U.S. Holders of the Class A Notes and the Class B Notes U.S. Federal Tax Treatment of U.S. Holders of the Class C Notes, Class D Notes and Class E Notes xiii-

14 U.S. Federal Tax Treatment of U.S. Holders of Income Notes U.S. Federal Tax Treatment of Tax-Exempt U.S. Holders of Senior Notes U.S. Federal Tax Treatment of Tax-Exempt U.S. Holders of Income Notes U.S. Federal Tax Treatment of Non-U.S. Holders of Senior Notes U.S. Federal Tax Treatment of Non-U.S. Holders of Income Notes U.S. Federal Tax Treatment of Holders of Combination Notes Information Reporting and Backup Withholding Disclosure Requirements for U.S. Holders Experiencing Significant Book-Tax Differences CAYMAN ISLANDS TAX CONSIDERATIONS CERTAIN ERISA CONSIDERATIONS General Plan Assets: the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes Plan Assets: the Class E Notes, the Income Notes and the Combination Notes Prohibited Transaction Exemptions CERTAIN LEGAL INVESTMENT CONSIDERATIONS PLAN OF DISTRIBUTION CERTAIN SECURITIES LAW CONSIDERATIONS TRANSFER RESTRICTIONS Transfer and Exchange Investor Representations, Warranties and Agreements Rule 144A Global Senior Notes Investor Representations, Warranties and Agreements Definitive Senior Notes Investor Representations, Warranties and Agreements Regulation S Global Senior Notes Investor Representations, Warranties and Agreements Class A-2 Notes Investor Representations, Warranties and Agreements Definitive Income Notes Investor Representations, Warranties and Agreements Regulation S Global Income Notes Investor Representations, Warranties and Agreements Definitive Combination Notes Investor Representations, Warranties and Agreements Regulation S Global Combination Notes LISTING AND GENERAL INFORMATION Certain Additional Issues Relating to Listing of the Notes and the Combination Notes CERTAIN LEGAL MATTERS GLOSSARY INDEX OF DEFINED TERMS EXHIBITS Exhibit A Moody s Diversity Score Table Exhibit B Industry Classification Groups -xiv-

15 SUMMARY OF THE PROSPECTUS The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Prospectus. An Index of Defined Terms identifying the location of defined terms and a Glossary setting forth the definitions of terms used but not defined in the body of this Prospectus appear at the back of this Prospectus. Issuer:... Octagon Investment Partners VIII, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability for the sole purpose of acquiring Collateral Debt Obligations, issuing the Notes and the Combination Notes and engaging in certain related transactions. The Issuer will not have any substantial assets other than the assets pledged under the Indenture. See The Co- Issuers. Co-Issuer:... Octagon Investment Partners VIII, LLC, a Delaware limited liability company established for the sole purpose of co-issuing the Senior Notes and the Combination Notes (solely with respect to the Class D Note Components) and engaging in certain related transactions. The Co-Issuer will not have any assets other than nominal equity capital and will not pledge any assets to secure the Notes or the Combination Notes. The Income Notes and the Income Note Components will not be issued by the Co-Issuer. See The Co-Issuers. Notes Offered:... $318,000,000 aggregate principal amount of Class A-1 Senior Secured Floating Rate Notes due $25,000,000 aggregate principal amount of Class A-2 Revolving Senior Secured Floating Rate Notes due $18,000,000 aggregate principal amount of Class B Senior Secured Floating Rate Notes due $22,500,000 aggregate principal amount of Class C Secured Deferrable Floating Rate Notes due $22,400,000 aggregate principal amount of Class D Secured Floating Rate Notes due $16,500,000 aggregate principal amount of Class E Secured Floating Rate Notes due $37,000,000 aggregate principal amount of Income Notes due $15,000,000 aggregate principal amount of Combination Notes due The funded amount of the Class A-2 Notes is expected to be zero on the Closing Date. The Combination Notes will be comprised of two components, one consisting of Class D Notes (each such component, a Class D Note Component ) and the other consisting of Income Notes (each such component, an Income Note Component ). The initial aggregate principal amount of the Class D Note Components will be U.S.