STAtic ResidenTial CDO 2005-C Ltd.STAtic ResidenTial CDO 2005-C Corp.
Up to U.S.$325,000,000 Class A-1 Variable Funding Notes Due 2038U.S.$59,500,000 Class A-2 Floating Rate Notes Due 2038U.S.$44,000,000 Class B Floating Rate Notes Due 2038U.S.$17,500,000 Class C Deferrable Interest Floating Rate Notes Due 2038U.S.$23,000,000 Class D Deferrable Interest Floating Rate Notes Due 2038U.S.$10,000,000 Class E Deferrable Interest Floating Rate Notes Due 2038
STAtic ResidenTial CDO 2005-C Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the
),and STAtic ResidenTial CDO 2005-C Corp., a Delaware corporation (the
and, together with the Issuer, the
), will issue up toU.S.$325,000,000 Class A-1 Variable Funding Notes due 2038 consisting of a Class A-1 F Floating Rate Variable Funding Note and a Class A-1 UFixed Rate Variable Funding Note, as further described herein (collectively, the
"Class A-1 Notes"
), and will issue U.S.$59,500,000 Class A-2 FloatingRate Notes due 2038 (the
"Class A-2 Notes"
and, together with the Class A-1 Notes, the
"Class A Notes"
), U.S.$44,000,000 Class B Floating RateNotes due 2038 (the
"Class B Notes"
), U.S.$17,500,000 Class C Deferrable Interest Floating Rate Notes due 2038 (the
"Class C Notes"
),U.S.$23,000,000 Class D Deferrable Interest Floating Rate Notes due 2038 (the
"Class D Notes"
) and U.S.$10,000,000 Class E Deferrable InterestFloating Rate Notes due 2038 (the
"Class E Notes"
and, together with the Class A Notes, the Class B Notes, the Class C Notes and the Class DNotes, the
). The Notes will be issued and secured pursuant to an Indenture (the
) dated as of January 20, 2006 (the
) among the Issuer, the Co-Issuer and LaSalle Bank National Association, as trustee (the
). Concurrently with the issuance of theNotes, the Issuer will issue U.S.$21,000,000 Aggregate Outstanding Amount of its Class F Subordinated Notes (the
"Class F Subordinated Notes"
The Class F Subordinated Notes are not being offered hereby.
Concurrently with the issuance of the Notes, the Issuer will enter into multiple Credit Default Swap transactions (each, a
"Credit Default Swap"
"Credit Default Swap Portfolio"
) with Deutsche Bank Aktiengesellschaft (
"Deutsche Bank AG"
) acting through its London Branch(
"Deutsche Bank AG London"
) (in any capacity described herein, the
and, in its capacity as Credit Default Swap counterparty, the
"CreditDefault Swap Counterparty"
). Each Credit Default Swap will reference a notional principal amount of a Residential ABS Security (as defined herein)(each such referenced obligation, a
), whereby the Issuer will assume credit and interest rate risk with respect to eachReference Obligation. The Initial Credit Default Swap Portfolio Notional Amount, together with Principal Proceeds deposited in the Principal CollectionSubaccount on the Closing Date, will total U.S.$500,000,000.
It is a condition to the issuance of the Notes that the Class A Notes be rated "Aaa" by Moody's Investors Service, Inc. (
) and "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. (
"Standard & Poor's"
and, together with Moody's, in each case for so long as such entity is rating a then outstanding Class of Notes, the
), that the Class B Notes be rated at least "Aa1" by Moody's and at least "AA+" by Standard & Poor's, that the Class C Notes be rated at least "Aa3" by Moody's and at least "AA-" by Standard & Poor's,that the Class D Notes be rated at least "A2" by Moody's and at least "A-" by Standard & Poor's and that the Class E Notes be rated at least "Baa2" by Moody's and at least "BBB" by Standard & Poor's.Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC (the "
"), for the Prospectus to be approved. 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.
This document constitutes a prospectus for the purposes of the Prospectus Directive.
SEE "RISK FACTORS" IN THIS PROSPECTUS FOR A DESCRIPTION OF CERTAIN FACTORS AND RISKS THAT SHOULD BE CONSIDERED INCONNECTION WITH AN INVESTMENT IN THE NOTES.THE NOTES ARE LIMITED RECOURSE OBLIGATIONS OF THE CO-ISSUERS, PAYABLE SOLELY FROM THE COLLATERAL DESCRIBEDHEREIN. THE NOTES DO NOT REPRESENT AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT INSURED OR GUARANTEED BY THETRUSTEE, THE INITIAL PURCHASER, THE CREDIT DEFAULT SWAP COUNTERPARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.THE NOTES BEING OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHERJURISDICTION. THE NOTES ARE BEING OFFERED (A) IN THE UNITED STATES IN RELIANCE UPON AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (
) TO"QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A) THAT ARE QUALIFIED PURCHASERS AND (B) OUTSIDE THE UNITEDSTATES TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) IN OFFSHORE TRANSACTIONS IN RELIANCE ONREGULATION S (
) UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE LAWS. THENOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. SEE "TRANSFER RESTRICTIONS".The Notes are offered by Deutsche Bank Securities Inc., as initial purchaser (the
), subject to prior sale when, as and if issued. TheInitial Purchaser reserves the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that the Notes will bedelivered on or about the Closing Date through the facilities of The Depository Trust Company (
) against payment therefor in same-day funds.
Deutsche Bank Securities
The date of this Prospectus is July 7, 2006