Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Look up keyword or section
Like this
2Activity
0 of .
Results for:
No results containing your search query
P. 1
GSAA HET 2005-15, Tranche B2 / BSABS 2005-TC2, Tranche M6 - securitized a fourth time in STAtic Res CDO 2005C

GSAA HET 2005-15, Tranche B2 / BSABS 2005-TC2, Tranche M6 - securitized a fourth time in STAtic Res CDO 2005C

Ratings: (0)|Views: 12 |Likes:
Published by Tim Bryant
Tranche M6 of BSABS (which Tranche B2 of GSAA HET 2005-15 was sold), put into a fourth securitization, evidenced on page 181, into STAtic Residential CDO 2005-C Trust.

The "initial purchaser" and "default swap counterparty" is Deutsche Bank, who is also the indentured Custodian under GSAA Home Equity Trust 2005-15.
Tranche M6 of BSABS (which Tranche B2 of GSAA HET 2005-15 was sold), put into a fourth securitization, evidenced on page 181, into STAtic Residential CDO 2005-C Trust.

The "initial purchaser" and "default swap counterparty" is Deutsche Bank, who is also the indentured Custodian under GSAA Home Equity Trust 2005-15.

More info:

Categories:Types, Business/Law
Published by: Tim Bryant on Jan 15, 2013
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

02/07/2014

pdf

text

original

 
 
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
"Issuer"
),and STAtic ResidenTial CDO 2005-C Corp., a Delaware corporation (the
"Co-Issuer"
and, together with the Issuer, the
"Co-Issuers"
), 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
"Notes"
). The Notes will be issued and secured pursuant to an Indenture (the
"Indenture"
) dated as of January 20, 2006 (the
"ClosingDate"
) among the Issuer, the Co-Issuer and LaSalle Bank National Association, as trustee (the
"Trustee"
). 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"
and,together, the
"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
"Bank"
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
"Reference Obligation"
), 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. ( 
"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, in each case for so long as such entity is rating a then outstanding Class of Notes, the 
"Rating Agencies" 
 ), 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 " 
Prospectus Directive 
"), 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
"SECURITIES ACT"
), 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 (
"RULE 144A"
) 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 (
"REGULATION 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
"Initial Purchaser"
), 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 (
"DTC"
) against payment therefor in same-day funds.
 
Deutsche Bank Securities
The date of this Prospectus is July 7, 2006
 
 
ii
 
(cover continued)
The Notes offered by the Co-Issuers in the United States will be offered in reliance on an exemption fromthe registration requirements of the Securities Act and will be represented by one or more global notes(the
"Rule 144A Global Notes"
) in fully registered form without interest coupons deposited with, andregistered in the name of, DTC (or its nominee). The Notes offered by the Co-Issuers outside the UnitedStates will be offered in reliance upon Regulation S under the Securities Act and will be represented byone or more permanent global notes (the
"Regulation S Global Notes"
) in fully registered form withoutinterest coupons deposited with, and registered in the name of, DTC (or its nominee), initially for theaccounts of Euroclear Bank S.A./N.V., as operator of the Euroclear system (
"Euroclear"
), and/or Clearstream Banking,
société anonyme 
(
"Clearstream"
). Except in the limited circumstances describedherein, certificated Notes will not be issued in exchange for beneficial interests in a global note. See"Description of the Notes—Form, Denomination, Registration and Transfer". _________________________ 
THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFER OR SALE OF NOTES MAY BERESTRICTED BY LAW IN CERTAIN JURISDICTIONS. NONE OF THE ISSUER, THE CO-ISSUER ORTHE INITIAL PURCHASER REPRESENTS THAT THIS DOCUMENT MAY BE LAWFULLYDISTRIBUTED, OR THAT ANY NOTES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANYAPPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN ANY SUCH JURISDICTION, ORPURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITYFOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HASBEEN TAKEN BY THE ISSUER, THE CO-ISSUER OR THE INITIAL PURCHASER WHICH WOULDPERMIT A PUBLIC OFFERING OF ANY NOTES OR DISTRIBUTION OF THIS DOCUMENT IN ANYJURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, NO NOTESMAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS PROSPECTUSNOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED ORPUBLISHED IN ANY JURISDICTION, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT INCOMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSEPOSSESSION THIS PROSPECTUS OR ANY NOTES COME MUST INFORM THEMSELVES ABOUTAND OBSERVE ANY SUCH RESTRICTIONS.
 _________________________ NOTICE TO NEW HAMPSHIRE RESIDENTSNEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSEHAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELYREGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B ISTRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANEXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THATTHE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, 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 INCONSISTENTWITH THE PROVISIONS OF THIS PARAGRAPH. _________________________ 
 
 
iii
 
NOTICE TO RESIDENTS OF GERMANY
THE INITIAL PURCHASER HAS CONFIRMED THAT IT WILL COMPLY WITH THE GERMANSECURITIES SALES PROSPECTUS ACT (WERTPAPIERVERKAUFS-PROSPEKTGESETZ). INPARTICULAR, THE INITIAL PURCHASER HAS REPRESENTED THAT IT HAS NOT ENGAGED AND AGREED THAT IT WILL NOT ENGAGE IN ANY PUBLIC OFFERING (ÖFFENTLICHES ANGEBOT)WITHIN THE MEANING OF THE GERMAN SECURITIES SALES PROSPECTUS ACT (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) WITH RESPECT TO ANY NOTES OTHERWISE THAN IN ACCORDANCE WITH ALL LEGAL AND REGULATORY REQUIREMENTS APPLICABLE IN GERMANY. _________________________ NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIEDUPON AS HAVING BEEN AUTHORIZED BY THE ISSUER, THE CO-ISSUER, THE TRUSTEE, THECREDIT DEFAULT SWAP COUNTERPARTY, THE COLLATERAL ADMINISTRATOR OR THE INITIALPURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. THIS PROSPECTUS DOES NOTCONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, (A) ANYSECURITIES OTHER THAN THE NOTES OR (B) ANY OFFERED SECURITY IN ANY JURISDICTIONIN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION.THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFERING OF THE NOTES IN CERTAINJURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THISPROSPECTUS COMES ARE REQUIRED BY THE CO-ISSUERS AND THE INITIAL PURCHASER TOINFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. IN PARTICULAR,THERE ARE RESTRICTIONS ON THE DISTRIBUTION OF THIS PROSPECTUS, AND THE OFFER AND SALE OF NOTES, IN THE UNITED STATES OF AMERICA, THE UNITED KINGDOM AND THECAYMAN ISLANDS. SEE "PLAN OF DISTRIBUTION". NEITHER THE DELIVERY OF THISPROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLYTHAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CO-ISSUERS OR THAT THEINFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE AS OFWHICH SUCH INFORMATION IS GIVEN HEREIN. THE CO-ISSUERS AND THE INITIAL PURCHASERRESERVE THE RIGHT, FOR ANY REASON, TO REJECT ANY OFFER TO PURCHASE IN WHOLE ORIN PART, TO ALLOT TO ANY OFFEREE LESS THAN THE FULL AMOUNT OF OFFERED SECURITIESSOUGHT BY SUCH OFFEREE OR TO SELL LESS THAN THE AGGREGATE OUTSTANDING AMOUNT OF ANY CLASS OF NOTES.THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT ORTHE SECURITIES LAWS OF ANY STATE. THE NOTES ARE TO BE PURCHASED FOR INVESTMENTONLY AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY AN INVESTORDIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S.PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PROSPECTIVE PURCHASERS AREHEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAY BE RELYING ON THE EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDEDBY RULE 144A OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDERTHE SECURITIES ACT. FOR CERTAIN RESTRICTIONS ON RESALE, SEE "DESCRIPTION OF THENOTES—FORM, DENOMINATION, REGISTRATION AND TRANSFER" AND "TRANSFERRESTRICTIONS". A TRANSFER OF NOTES IS SUBJECT TO THE RESTRICTIONS DESCRIBEDHEREIN, INCLUDING THAT NO SALE, PLEDGE, TRANSFER OR EXCHANGE MAY BE MADE OF ANOTE (1) EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATESECURITIES LAWS PURSUANT TO AN EXEMPTION FROM REGISTRATION AS DESCRIBEDHEREIN, (2) EXCEPT IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS,IF APPLICABLE, SET FORTH IN THE INDENTURE AND (3) IN A DENOMINATION LESS THAN THEREQUIRED MINIMUM DENOMINATION. THE NOTES ARE SUBJECT TO FURTHER RESTRICTIONSON TRANSFER. SEE "TRANSFER RESTRICTIONS".

Activity (2)

You've already reviewed this. Edit your review.
1 thousand reads
1 hundred reads

You're Reading a Free Preview

Download
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->