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CELF Final Prospectus

CELF Final Prospectus

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Published by DealBook
The prospectus for the Goldman Sachs CELF Partnership
The prospectus for the Goldman Sachs CELF Partnership

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Categories:Business/Law
Published by: DealBook on Nov 24, 2010
Copyright:Attribution Non-commercial

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11/07/2011

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CELF PARTNERSHIP LOAN FUNDING 2008-I LIMITED
(
a private company with limited liability incorporated under the laws of Ireland 
)
€800,000,000 Class A-1 Senior Secured Floating Rate Notes due 2020, issue price 100%€292,500,000 Class A-2a Senior Secured Floating Rate Notes due 2020, issue price 100%€32,500,000 Class A-2b Senior Secured Floating Rate Notes due 2020, issue price 100%€360,848,000 Class S-1 Subordinated Notes due 2020, issue price 72.40%€14,152,000 Class S-2 Subordinated Notes due 2020, issue price 72.40%
 _ 
_______________________________________
 
Secured primarily by a Portfolio of Senior Secured Loans
 
CELF Partnership Loan Funding 2008-I Limited (the “
Issuer
”) will issue up to €800,000,000 Class A-1 Senior Secured Floating Rate Notes due2020 (the “
Class A-1 Notes
”), €292,500,000 Class A-2a Senior Secured Floating Rate Notes due 2020 (the “
Class A-2a Notes
”), €32,500,000Class A-2b Senior Secured Floating Rate Notes due 2020 (the “
Class A-2b Notes
” and together with the Class A-2a Notes the “
Class A-2 Notes
and the Class A-1 Notes and the Class A-2 Notes together the “
Class A Notes
”), €360,848,000 Class S-1 Subordinated Notes due 2020 (the
Class S-1 Subordinated Notes
”) and €14,152,000 Class S-2 Subordinated Notes due 2020 (the “
Class S-2 Subordinated Notes
” or the
Accredited Investor Notes
” and together with the Class S-1 Subordinated Notes, the “
Subordinated Notes
”, and the Subordinated Notes together with the Class A Notes, the “
Notes
”).Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by theIrish Financial Services Regulatory Authority (the “
Financial Regulator
”). The Issuer is not and will not be regulated by the Financial Regulator asa result of issuing the Notes.
________________________________________
 
The Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes will bear interest at a floating rate equal to six month EURIBOR (as defined in
Conditions of the Notes
”) plus 1.65 per cent., 1.50 per cent. and 3.00 per cent. respectively, as provided herein. The rate of interest of each of theClass A-1 Notes, the Class A-2a Notes and the Class A-2b Notes for the period from, and including, the Issue Date to, but excluding, 17 March 2009will be determined through the use of linear interpolation by reference to 6 month EURIBOR and 9 month EURIBOR. Interest on the Subordinated Notes will be paid on an available funds basis. Payments (if any) on the Subordinated Notes will be made on each Payment Date. The Notes will belimited recourse debt obligations of the Issuer. Payments of principal and interest (if any) on the Class A Notes will be allocated on a
 pro rata basis
 and will rank senior in right of payment to payments of principal and interest on the Subordinated Notes
 provided however that 
in respect of the ClassA-2 Notes, payments of interest and principal in respect of the Class A-2a Notes will be paid in priority to the Class A-2b Notes. Unless otherwisestated, references herein to a “
Class
” of Notes are to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class S-1 Subordinated Notes and the Class S-2 Subordinated Notes, as the case may be.
________________________________________
 
There is no established trading market for the Notes. Application will be made to the Financial Regulator, as competent authority under Directive2003/71/EC (the “
Prospectus
 
Directive
”), for this Offering Memorandum to be approved. Application will be made to the Irish Stock ExchangeLimited (the “
Irish Stock Exchange
”) for the Notes to be admitted to the Official List (the “
Official List
”) and trading on the regulated market of the Irish Stock Exchange. It is anticipated that listing and admission to trading will take place on or about the Issue Date. There can be no assurancethat such listing and admission to trading will be granted. Upon approval of this Offering Memorandum by the Financial Regulator, the OfferingMemorandum will be filed with the Irish Companies Registration Office in accordance with Regulation 38(1)(b) of the Prospectus (Directive2003/71/EC) Regulations 2005. It is intended that once approved by the Irish Stock Exchange, this Offering Memorandum will constitute a“Prospectus” for the purposes of the Prospectus Directive.
________________________________________
 
It is a condition of the issue and sale of the Class A Notes that they be issued with at least an “AAA” rating from Standard & Poor’s Ratings Group, adivision of The McGraw Hill Companies, Inc. (“
S&P
” or the “
Rating Agency
”). The S&P rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal. The Subordinated Notes being offered hereby will not be rated. A security rating is not arecommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the applicable rating agency.
________________________________________
 
See “
 Risk Factors
” for a description of certain factors which should be considered by prospective investors in connection with an investmentin the Notes offered hereby.
 
The Notes (excluding the Accredited Investor Notes) are being offered hereby by the Issuer through Goldman Sachs International in its capacity asarranger (the “
 Arranger
”) outside the United States to non-U.S. Persons in Offshore Transactions as defined in Regulation S of the Securities Act inreliance on Regulation S and through one of the Arranger’s Affiliates and inside the United States to persons and outside the United States to U.S.Persons, who are both QIBs and QPs (as such terms are defined herein). Subject to certain terms and conditions set out in the Subscription and Placement Agreement (as defined herein), Goldman Sachs International has agreed (a) in its capacity as a placement agent, to place, subject to prior sale, when, as and if delivered to and accepted by it, the Class A-1 Notes and (b) in its capacity as an initial purchaser, to subscribe for and underwrite the Class A-2a Notes, the Class A-2b Notes and the Class S-1 Subordinated Notes (in such capacities and in relation to the relevant Classof Notes wherever such defined term is used, the “
 Initial Purchaser/Placement Agent
”). The Initial Purchaser/Placement Agent may on-sell theClass A-2a Notes, the Class A-2b Notes and the Class S-1 Subordinated Notes to subsequent purchasers, in each case individually negotiated transactions at prices other than the initial issue price set out above. The Accredited Investor Notes will be issued directly to the Accredited Investorsby the Issuer.
 _ 
_______________________________________
 
The net proceeds of the offering of the Notes will be applied by the Issuer to repay amounts owing under the Forward Sale Agreement (as definedherein), to fund certain expenses as specified in “
Use of Proceeds
” and to purchase a portfolio (the “
Portfolio
”) of Senior Secured Loans, (as definedherein) and certain other assets, which Portfolio will be charged and assigned under a trust deed (the “
Trust Deed
”) dated on or about the Issue Date between (amongst others) the Issuer and BNY Corporate Trustee Services Limited in its capacity as trustee (the “
Trustee
”), by the Issuer to theTrustee on behalf of the holders of the Class A-1 Notes (the “
Class A-1 Noteholders
”), the holders of the Class A-2a Notes (the “
Class A-2aNoteholders
”), the holders of the Class A-2b Notes (the “
Class A-2b Noteholders
” and together with the Class A-2a Noteholders the “
Class A-2Noteholders
” and the Class A-1 Noteholders and the Class A-2 Noteholders together the “
Class A Noteholders
”), the holders of the Class S-1Subordinated Notes (the “
Class S-1 Subordinated Noteholders
”), the holders of the Class S-2 Subordinated Notes (the “
Class S-2 SubordinatedNoteholders
” and together with the Class S-1 Subordinated Noteholders, the “
Subordinated Noteholders
”) and the Class A Noteholders and theSubordinated Noteholders, together the
Noteholders
”) and certain other secured parties.
________________________________________
 
GOLDMAN SACHS INTERNATIONAL
 
The date of this Offering Memorandum is 15 July 2008.
 
 
iiThe “Prospectus” prepared pursuant to the Prospectus Regulations will be available from the websiteof the Financial Regulator (as defined herein) (www.ifsra.ie).THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITEDSTATES SECURITIES ACT OF 1933, AS AMENDED (THE “
SECURITIES ACT
”) OR THESECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES (OTHER THAN THE ACCREDITED INVESTOR NOTES) WILLBE OFFERED: (A) OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOTU.S. PERSONS (AS DEFINED IN REGULATION S,
U.S. PERSONS
”) IN OFFSHORETRANSACTIONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT,
OFFSHORE TRANSACTIONS
”) IN COMPLIANCE WITH REGULATION S(“
REGULATION S
”) UNDER THE SECURITIES ACT AND (B) TO U.S. PERSONS, WHO AREBOTH “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A(“
RULE 144A
”) UNDER THE SECURITIES ACT, “
QIBS
” OR “
QUALIFIED INSTITUTIONALBUYERS
”) IN RELIANCE OF RULE 144A AND “QUALIFIED PURCHASERS” (“
QPS
OR 
QUALIFIED PURCHASERS
”) FOR PURPOSES OF SECTION 3(C)(7) OF THE UNITEDSTATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “
INVESTMENTCOMPANY ACT
”). THE ACCREDITED INVESTOR NOTES WILL BE OFFERED(A) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN OFFSHORETRANSACTIONS AND (B) WITHIN THE UNITED STATES OR TO U.S. PERSONS WHO AREACCREDITED INVESTORS (AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT(“
ACCREDITED INVESTORS
”) IN A TRANSACTION EXEMPT FROM REGISTRATIONUNDER THE SECURITIES ACT WHO ARE ALSO EITHER (X) QPS; (Y) KNOWLEDGEABLEEMPLOYEES (AS DEFINED IN RULE 3c-5 UNDER THE INVESTMENT COMPANY ACT(“
KNOWLEDGEABLE EMPLOYEES
”), OR (Z) COMPANIES OWNED EXCLUSIVELY BYQUALIFIED PURCHASERS AND/OR KNOWLEDGEABLE EMPLOYEES (SUCH ENTITIES,QPS OR KNOWLEDGEABLE EMPLOYEES, ELIGIBLE ICA INVESTORS (“
ELIGIBLE ICAINVESTORS
”).THE NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERREDOR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT. NEITHER THE ISSUER NOR THE POOL OF UNDERLYING ASSETSWILL BE REGISTERED UNDER THE INVESTMENT COMPANY ACT. INTERESTS IN THE NOTES WILL BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. SEE “
PLAN OF  DISTRIBUTION 
” AND “
TRANSFER RESTRICTIONS
”. PROSPECTIVE PURCHASERS OF NOTES ARE HEREBY NOTIFIED THAT THE SELLERS OF THE NOTES MAY BE RELYINGON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THESECURITIES ACT PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT, RULE 144A OFTHE SECURITIES ACT OR REGULATION S. EACH PURCHASER OF NOTES (OTHER THANTHE ACCREDITED INVESTOR NOTES) OFFERED HEREBY IN MAKING ITS PURCHASEWILL BE DEEMED TO HAVE MADE, AND IN THE CASE OF THE ACCREDITED INVESTOR  NOTES, WILL MAKE, CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS ANDAGREEMENTS AS SET OUT HEREIN UNDER “
PLAN OF DISTRIBUTION 
” AND “
TRANSFER RESTRICTIONS
”. INTERESTS IN THE NOTES WILL BE SUBJECT TO CERTAINRESTRICTIONS ON TRANSFER. SEE “
PLAN OF DISTRIBUTION 
” AND “
TRANSFER RESTRICTIONS
”. IN RELATION TO THE ACCREDITED INVESTOR NOTES, NEITHER THEARRANGER NOR THE INITIAL PURCHASER/PLACEMENT AGENT HAS PROVIDED ANYSERVICES, CONSULTATION OR INFORMATION TO THE ACCREDITED INVESTOR  NOTEHOLDERS OR COMMUNICATED WITH THE ACCREDITED INVESTOR  NOTEHOLDERS IN ANY WAY IN CONNECTION WITH THEIR PURCHASE OFACCREDITED INVESTOR NOTES AND HAS NOT ASSESSED THE SUITABILITY OF ANYACCREDITED INVESTOR NOTEHOLDERS. ______________________________ 
 
 
iii
NOTICE TO NEW HAMPSHIRE RESIDENTS
 
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATIONFOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEWHAMPSHIRE REVISED STATUTES (THE “RSA”) WITH THE STATE OF NEWHAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED ORA PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTIONIS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THESECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS ORQUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BEMADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANYREPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
 The Issuer accepts responsibility for the information contained in this Offering Memorandum (the
Offering Memorandum
”) (save for the information contained in the Sections of this OfferingMemorandum headed “
 Description of the Collateral Administrator - General
” for which theCollateral Administrator is stated herein to be responsible and “
 Description of the Collateral Manager 
” for which the Collateral Manager is stated herein to be responsible) and to the best of theknowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is thecase), such information is in accordance with the facts and does not omit anything likely to affect theimport of such information. The delivery of this Offering Memorandum at any time does not implythat the information herein is correct at any time subsequent to the date of this OfferingMemorandum.The Collateral Administrator accepts responsibility only for the information contained in the Sectionof this Offering Memorandum headed “
 Description of the Collateral Administrator - General
”. Tothe best of the knowledge and belief of the Collateral Administrator (which has taken all reasonablecare to ensure that such is the case), such information is in accordance with the facts and does notomit anything likely to affect the import of such information. The Collateral Administrator is notresponsible for, and accepts no responsibility for, the accuracy and completeness of any other information contained in this Offering Memorandum.The Collateral Manager accepts responsibility only for the information contained in the Section of thisOffering Memorandum headed “
 Description of the
 
Collateral Manager 
”. To the best of theknowledge and belief of the Collateral Manager (which has taken all reasonable care to ensure thatsuch is the case), such information is in accordance with the facts and does not omit anything likely toaffect the import of such information. The Collateral Manager is not responsible for, and accepts noresponsibility for, the accuracy and completeness of any other information contained in this OfferingMemorandum. None of the Issuer (with respect to the Sections headed “
 Description of the Collateral Administrator -General
” and “
 Description of the Collateral Manager 
”), the Arranger, the Initial Purchaser/PlacementAgent, the Trustee, the Corporate Services Provider, the Agents, the Collateral Administrator (save inrespect of the Section headed “
 Description of the Collateral Administrator - General
”), the CollateralManager (save in respect of the Section headed “
 Description of the Collateral Manager 
”) or theInitial Asset Swap Counterparty has separately verified the information contained in this OfferingMemorandum and, accordingly, none of the Issuer (with respect to the Sections headed “
 Descriptionof the Collateral Administrator - General
” and “
 Description of the Collateral Manager 
”), theArranger, the Initial Purchaser/Placement Agent, the Trustee, the Agents, the Collateral Administrator (save in respect of the Section headed “
 Description of the Collateral Administrator - General
”), theCorporate Services Provider, the Collateral Manager (save in respect of the Section headed
 Description of Collateral Manager 
”) or the Initial Asset Swap Counterparty makes any

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