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ABACUS Offer Document

ABACUS Offer Document

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Published by felixsalmon

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Published by: felixsalmon on Apr 23, 2010
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CONFIDENTIAL
 
ABACUS 2007-AC1, LTD.
(Incorporated with limited liability in the Cayman Islands)
ABACUS 2007-AC1, INC.
Class SS Variable Rate NotesU.S.$50,000,000 Class A-1 Variable Rate Notes, Due 2038U.S.$142,000,000 Class A-2 Variable Rate Notes, Due 2038Class B Variable Rate NotesClass C Variable Rate NotesClass D Variable Rate NotesClass FL Variable Rate Notes
 
ACA Management, L.L.C.
Portfolio Selection Agent
Secured Primarily by (i) the Collateral and (ii) the Issuer's rights under (a) the Collateral Put Agreement,(b) the Basis Swap and (c) as Protection Seller, the Credit Default Swap referencing a pool ofResidential Mortgage-Backed Securities
 
 ____________________ 
The Notes are being offered hereby by Goldman, Sachs & Co. to Qualified Institutional Buyers in the United States in reliance on Rule 144Aunder the Securities Act. In addition to the offering of the Notes in the United States, Goldman, Sachs & Co., selling through its agent, GoldmanSachs International is concurrently offering the Notes outside the United States to non-U.S. Persons in offshore transactions in reliance onRegulation S under the Securities Act. See "Underwriting".The Notes of any Class may be issued in more than one Series due to differences in one or more of the date of issuance, the SeriesInterest Rate, the Approved Currency in which such Notes are denominated, the Stated Maturity, the Non-Call Period and the date from whichinterest will accrue.
See "Risk Factors" beginning on page 21 to read about factors you should consider before buying the Notes.
There is no established trading market for the Notes. Application will be made to admit the Notes on a stock exchange of the Issuer'schoice, if practicable. There can be no assurance that any such admission will be sought, granted or maintained.
 ____________________ 
It is a condition of the issuance of the Notes issued on the Closing Date that the Class A-1 Notes and the Class A-2 Notes be issued with arating of "Aaa" by Moody's Investors Service, Inc. ("Moody's"), and "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-HillCompanies, Inc. ("S&P"). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal atany time by the assigning rating agency. See "Ratings of the Notes".
See "Underwriting" for a discussion of the terms and conditions of the purchase of the Notes by the Initial Purchaser.
 ____________________ 
CERTAIN PLEDGED ASSETS OF THE ISSUER ARE THE SOLE SOURCE OF PAYMENTS ON THE NOTES. THE NOTES DO NOTREPRESENT AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT INSURED OR GUARANTEED BY, THE HOLDERS OF THE NOTES,GOLDMAN, SACHS & CO., GOLDMAN SACHS INTERNATIONAL, THE ADMINISTRATOR, THE SHARE TRUSTEE, THE PROTECTIONBUYER, THE BASIS SWAP COUNTERPARTY, THE COLLATERAL PUT PROVIDER, THE COLLATERAL DISPOSAL AGENT, THEPORTFOLIO SELECTION AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES. THE NOTES HAVE NOT BEEN AND WILL NOT BEREGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER OF THE ISSUERS WILL BEREGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE NOTES ARE BEING OFFEREDAND SOLD IN THE UNITED STATES ONLY TO PERSONS WHO ARE (1) QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON THEEXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY RULE 144A UNDER THE SECURITIES ACT AND(2) QUALIFIED PURCHASERS (FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT), AND IN ACCORDANCEWITH ANY OTHER APPLICABLE LAW. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAYBE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDEDBY RULE 144A. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN OFFSHORETRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THE NOTES ARE NOT TRANSFERABLE EXCEPT INACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER "TRANSFER RESTRICTIONS".
 ____________________ 
The Notes are offered by the Initial Purchaser or its agent as specified herein, subject to its right to reject any order in whole or in part. It isexpected that the Global Notes will be ready for delivery in book-entry form only in New York, New York, on or about April 26, 2007, through thefacilities of DTC (or Euroclear, with respect to Notes issued in Approved Currencies other than Dollars, if any), against payment therefor inimmediately available funds. The Notes will have the minimum denominations set forth in "Summary—Notes".
Goldman, Sachs & Co.
 ____________________ 
Offering Circular dated April 26, 2007.
 
 iiTHIS OFFERING CIRCULAR SUPERSEDES IN ALL RESPECTS ALL EARLIER DATED OFFERINGCIRCULARS.
GENERAL NOTICE
The information contained in this Offering Circular has been provided by the Issuers and other sources identified herein. No representation or warranty, express or implied, is made by the InitialPurchaser, the Protection Buyer or the Portfolio Selection Agent (except, with respect to the ProtectionBuyer only, the information set forth under the heading "The Protection Buyer" and except, with respect tothe Portfolio Selection Agent only, the information set forth under the heading "The Portfolio SelectionAgent") as to the accuracy or completeness of such information, and nothing contained in this OfferingCircular is, or shall be relied upon as, a promise or representation by the Initial Purchaser, the ProtectionBuyer or the Portfolio Selection Agent (except, with respect to the Protection Buyer only, the informationset forth under the heading "The Protection Buyer" and except, with respect to the Portfolio SelectionAgent only, the information set forth under the heading "The Portfolio Selection Agent").The Issuers (and, with respect to the information contained in this Offering Circular under theheading "The Protection Buyer", the Protection Buyer and, with respect to the information contained inthis Offering Circular under the heading "The Portfolio Selection Agent", the Portfolio Selection Agent),having made all reasonable inquiries, confirm that the information contained in this Offering Circular istrue and correct in all material respects and is not misleading, that the opinions and intentions expressedin this Offering Circular are honestly held and that there are no other facts the omission of which wouldmake any of such information or the expression of any such opinions or intentions misleading. TheIssuers (and, with respect to the information contained in this Offering Circular under the heading "TheProtection Buyer", the Protection Buyer and, with respect to the information contained in this OfferingCircular under the heading "The Portfolio Selection Agent", the Portfolio Selection Agent) takeresponsibility accordingly.The Initial Collateral Security set forth in this Offering Circular in the table under the heading "TheCollateral Securities—Initial Collateral Securities" that is a CLO Security is described in the offeringcircular attached hereto, and prospective purchasers of the Notes should refer to such offering circular for a description of the terms of such Initial Collateral Security.No person has been authorized to give any information or to make any representation other thanthose contained in this Offering Circular, and, if given or made, such information or representation mustnot be relied upon as having been authorized. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Notes.The delivery of this Offering Circular at any time does not imply that the information herein iscorrect at any time subsequent to the date of this Offering Circular.Each purchaser of the Notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells such Notes or possesses or distributes this OfferingCircular and must obtain any consent, approval or permission required for the purchase, offer or sale by itof such Notes under the laws and regulations in force in any jurisdictions to which it is subject or in whichit makes such purchases, offers or sales, and none of the Issuers or the Initial Purchaser specified hereinshall have any responsibility therefor. Persons into whose possession this Offering Circular comes arerequired by the Issuers and the Initial Purchaser to inform themselves about and to observe suchapplicable laws and regulations. For a further description of certain restrictions on offering and sales of the Notes, see "Transfer Restrictions" and "Underwriting". This Offering Circular does not constitute anoffer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or invitationwould be unlawful.No invitation may be made to the public in the Cayman Islands to subscribe for the Notes.
 
 iii
INFORMATION APPLICABLE TO NON–U.S. INVESTORSNOTICE TO RESIDENTS OF UNITED KINGDOM
There are restrictions on the offer and sale of the Notes in the United Kingdom. No action hasbeen taken to permit the Notes to be offered to the public in the United Kingdom. This document may onlybe issued or passed on in or into the United Kingdom to any person to whom the document may lawfullybe issued or passed on by reason of, or of any regulation made under, section 21 of the FinancialServices and Markets Act 2000 of the United Kingdom. It is the responsibility of all persons under whosecontrol or into whose possession this document comes to inform themselves about and to ensureobservance of all applicable provisions of the Public Offers of Securities Regulations 1995 and theFinancial Services and Markets Act 2000 in respect of anything done in relation to the Notes in, from or otherwise involving the United Kingdom. See "Underwriting".
 NOTICE TO RESIDENTS OF GERMANY
The Notes will not be offered or sold in the Federal Republic of Germany other than inaccordance with the German Securities Sales Prospectus Act of December 13, 1990 of the FederalRepublic of Germany, as amended (Wertpapierverkaufsprospektgesetz), the German Investment Act of December 15, 2003 of the Federal Republic of Germany, as amended (Investmentgesetz) and any other legal or regulatory requirements applicable in the Federal Republic of Germany governing the issue, offer and sale of securities. Upon the request of a German investor, the Issuer will (i) make available to theGerman investors the information required pursuant to § 5 (1) sentence 1 nos. 1 and 2 in connection withsentence 2, § 5 (1) sentence 1 no. 4 and § 5 (3) sentence 1 of the Investmentsteuergesetz (the "GermanInvestment Tax Act"), (ii) furnish to the German Federal Tax Office (Bundesamt für Finanzen) upon itsrequest within three months proof of the correctness of the information referred to under clause (i) abovein accordance with § 5 (1) sentence 1 no. 5 of the German Investment Tax Act and (iii) make thepublication in the electronic edition of the Federal Gazette (elektronischer Bundesanzeiger) requiredpursuant to § 5 (1) sentence 1 no. 3 of the German Investment Tax Act in the German language. Allprospective German investors are urged to seek independent tax advice. The Initial Purchaser does notgive tax advice.
NOTICE TO RESIDENTS OF NETHERLANDS
 The Notes may not be offered or sold, transferred or delivered, as part of their initial distribution or at any time thereafter, directly or indirectly, to any individual or legal entity in the Netherlands other thanto individuals or legal entities who or which trade or invest in securities in the conduct of their professionor trade, which includes banks, securities intermediaries, insurance companies, pension funds, other institutional investors and commercial enterprises which, as an ancillary activity, regularly trade or investin securities.
NOTICE TO RESIDENTS OF HONG KONG
 
The Notes may not be offered or sold by means of any document other than to persons whoseordinary business is to buy or sell shares or debentures, whether as principal or agent, or incircumstances which do not constitute an offer to the public within the meaning of the CompaniesOrdinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Notesmay be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which arelikely to be accessed or read by, the public in Hong Kong (except if permitted to do so under thesecurities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposedof only to persons outside Hong Kong or only to "professional investors" within the meaning of theSecurities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

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