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Aladdin Synthetic CDO II, Offering Memorandum

Aladdin Synthetic CDO II, Offering Memorandum

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Published by the_akiniti
Offering Memorandum for Aladdin Synthetic CDO II.
Offering Memorandum for Aladdin Synthetic CDO II.

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Published by: the_akiniti on Oct 17, 2011
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12/06/2012

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ALADDIN SYNTHETIC CDO II SPC
 
(a segregated portfolio company incorporated with limited liability under the laws of the Cayman Islands) 
ALADDIN SYNTHETIC CDO II (DELAWARE) LLC
 
USD 45,000,000 Series B-1 Floating Rate Notes Due 2013USD 15,000,000 Series C-1 Floating Rate Notes Due 2013USD 35,000,000 Series C-2 Floating Rate Notes Due 2013USD 5,000,000 Series C-3 Fixed Rate Notes Due 2013JPY 3,000,000,000 Series C-4 Floating Rate Notes Due 2013
and any Additional Notes of such Series and any Additional Series of Notes issued from time to time
Aladdin Synthetic CDO II SPC (the “Company“) is an exempted company incorporated with limited liability under the laws of the Cayman Islands andregistered as a segregated portfolio company pursuant to Part XIV of the Companies Law (2004 Revision) of the Cayman Islands. As a segregatedportfolio company, the Company will segregate substantially all of its assets and liabilities into separate segregated portfolios (each, a “Portfolio"),and the assets of one Portfolio will not be available to meet the obligations of any other Portfolio.The Company acting for the account of one or more Portfolios (each, an “Issuer”), either alone or together with Aladdin Synthetic CDO II (Delaware)LLC (the “Co-Issuer”) may periodically issue one or more series (each, a “Series”) of notes (the “Notes”) as described herein. The obligations of therelevant Issuer in relation to a Series of Notes will be allocated to the specific Portfolio for such Series of Notes (the "Segregated Portfolio" for suchSeries of Notes) and only the assets allocated to such Segregated Portfolio will be available to meet the obligations of the relevant Issuer under suchSeries of Notes, the related Indenture and any other transaction documents with respect to such Series of Notes. Each Series of Notes will belimited recourse debt obligations of the related Issuer and the Co-Issuer, payable solely from the Collateral pledged by such Issuer to the Trusteeunder the related Indenture to secure its obligations in respect of such Series.The Company acting for the account of the Series B-1 Segregated Portfolio (the “Series B-1 Issuer”), together with the Co-Issuer, has determined toissue, and is offering hereby, USD 45,000,000 Series B-1 Floating Rate Notes Due 2013 (the "Series B-1 Notes"). The Company acting for theaccount of the Series C-1 Segregated Portfolio (the “Series C-1 Issuer”), together with the Co-Issuer, has determined to issue, and is offering hereby,USD 15,000,000 Series C-1 Floating Rate Notes Due 2013 (the "Series C-1 Notes"). The Company acting for the account of the Series C-2Segregated Portfolio (the “Series C-2 Issuer”), together with the Co-Issuer, has determined to issue, and is offering hereby, USD 35,000,000 SeriesC-2 Floating Rate Notes Due 2013 (the "Series C-2 Notes"). The Company acting for the account of the Series C-3 Segregated Portfolio (the “SeriesC-3 Issuer”), together with the Co-Issuer, has determined to issue, and is offering hereby, USD 5,000,000 Series C-3 Fixed Rate Notes Due 2013(the "Series C-3 Notes"). The Company acting for the account of the Series C-4 Segregated Portfolio (the “Series C-4 Issuer”), together with the Co-Issuer, has determined to issue, and is offering hereby, JPY 3,000,000,000 Series C-4 Floating Rate Notes Due 2013 (the "Series C-4 Notes" andtogether with the Series B-1 Notes, the Series C-1 Notes, the Series C-2 Notes and the Series C-3 Notes, the "Offered Notes").
(Continued on next page)
 
THE OFFERED NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND THE ISSUERS AND THECO-ISSUER (AS DEFINED HEREIN) WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT. THE OFFERED NOTES MAYNOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCHTERMS ARE DEFINED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACCORDINGLY, THE OFFERED NOTES ARE BEINGOFFERED HEREBY ONLY TO (A) IN THE CASE OF OFFERED NOTES OTHER THAN SERIES C-4 NOTES, (1) (a) QUALIFIED INSTITUTIONALBUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) or (b) ACCREDITED INVESTORS (AS DESCRIBED IN RULE 501(a) OFREGULATION D UNDER THE SECURITIES ACT) WHO ARE (2) QUALIFIED PURCHASERS FOR PURPOSES OF SECTION 3(c)(7) UNDER THEINVESTMENT COMPANY ACT AND (B) NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THESECURITIES ACT. THE SERIES C-4 NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (ASDEFINED IN REGULATION S UNDER THE SECURITIES ACT). PURCHASERS AND SUBSEQUENT TRANSFEREES OF DEFINITIVE NOTESWILL BE REQUIRED TO EXECUTE AND DELIVER A LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS, ANDPURCHASERS AND SUBSEQUENT TRANSFEREES OF BOOK-ENTRY NOTES WILL BE DEEMED TO HAVE MADE SUCHREPRESENTATIONS AND AGREEMENTS, AS SET FORTH UNDER "NOTICE TO INVESTORS." THE OFFERED NOTES ARE NOTTRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER "NOTICE TO INVESTORS."The Offered Notes, other than the Series C-4 Notes,
 
are being offered in the United States, (i) in reliance on Rule 144A under the Securities Act, toqualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act")) (“QualifiedInstitutional Buyers”) or (ii) pursuant to Section 4(2) of the Securities Act, to accredited investors (as described in Rule 501(a) of Regulation D underthe Securities Act) (“Accredited Investors”), in each case, that are also "qualified purchasers" for purposes of Section 3(c)(7) under the United StatesInvestment Company Act of 1940, as amended (the "Investment Company Act") (“Qualified Purchasers”). The Offered Notes are also being offeredhereby outside the United States to non U.S. Persons in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act.See "Underwriting."
See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in the Offered Notes.
This Offering Circular constitutes a Securities Note (the "Securities Note ") for the purposes of Directive 2003/71/EC (the "Prospectus Directive").This Securities Note shall be read in conjunction with the Registration Document dated 12 October 2007 with regard to the Issuer (the "RegistrationDocument"). Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive,for the Securities Note to be approved. Any foreign language text that is included within this document is for convenience purposes only and doesnot form part of the Securities Note. Application has been made to the Irish Stock Exchange for the Offered Notes to be admitted to the official listand to trading on its regulated market. There can be no assurance that such application will be granted.It is expected that the Series B-1 Notes will be issued with a rating of at least "AA" by Standard & Poor's, a division of The McGraw-Hill Companies,Inc. ("S&P"); that the Series C-1 Notes will be issued with a rating of at least "A" by S&P; that the Series C-2 Notes will be issued with a rating of atleast "A2" by
 
Moody’s Investors Service, Inc. ("Moody's"); that the Series C-3 Notes will be issued with a rating of at least "A2" by Moody's; and thatthe Series C-4 Notes will be issued with a rating of at least "A" by S&P. A credit rating is not a recommendation to buy, sell or hold securities andmay be subject to revision or withdrawal at any time by the assigning rating agency. See "Ratings of the Offered Notes."See "Underwriting" for a discussion of the terms and conditions of the purchase of the Offered Notes by the Initial Purchasers.The Offered Notes are being offered by Goldman, Sachs & Co. and Goldman Sachs International (each an "Initial Purchaser" and together the "InitialPurchasers"), in each case, as specified herein, subject to its right to reject any order in whole or in part, in one or more negotiated transactions orotherwise at varying prices to be determined at the time of sale plus accrued interest, if any, from the Closing Date (as defined herein) (or, solely inthe case of the Series C-4 Notes, from December 22, 2006).
 
 
2
Goldman, Sachs & Co.
 
Goldman Sachs International
 
Offering Circular dated 12 October 2007.
 
 
 
3
 
(continued from previous page)
THE ASSETS OF EACH ISSUER WITH RESPECT TO THE SERIES OF OFFERED NOTESISSUED BY IT ARE THE SOLE SOURCE OF PAYMENTS ON SUCH OFFERED NOTES. THEOFFERED NOTES DO NOT REPRESENT AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOTINSURED OR GUARANTEED BY, THE HOLDERS OF THE OFFERED NOTES, THE PORTFOLIOMANAGER (AS DEFINED HEREIN), THE SWAP COUNTERPARTY (AS DEFINED HEREIN),GOLDMAN, SACHS & CO. OR GOLDMAN SACHS INTERNATIONAL (AS INITIAL PURCHASERS (ASDEFINED HEREIN)), THE COMPANY ADMINISTRATOR (AS DEFINED HEREIN), THE AGENTS (ASDEFINED HEREIN), THE TRUSTEE, THE SHARE TRUSTEE (AS DEFINED HEREIN) OR ANY OFTHEIR RESPECTIVE AFFILIATES.
In addition to the Offered Notes, the Issuers and the Co-Issuer may from time to time issueadditional Notes of the same Series as the Offered Notes ("Additional Notes") and the Company, actingfor the account of one or more Portfolios other than the Series B-1 Segregated Portfolio, the Series C-1Segregated Portfolio, the Series C-2 Segregated Portfolio, the Series C-3 Segregated Portfolio and theSeries C-4 Segregated Portfolio, may from time to time issue additional Series of Notes in addition to theOffered Notes ("Additional Series"), as described herein.The Offered Notes and any Additional Notes will be issued in the relevant currency specifiedabove. Any Additional Series of Notes may be issued in any currency specified by the relevant Issuer atthe time of issue.It is expected that the Offered Notes (other than Offered Notes sold to Accredited Investors) willbe ready for delivery in book entry form only in New York, New York, on or about the applicable ClosingDate (as defined herein), through the facilities of DTC and, in the case of the Offered Notes sold outsidethe United States, Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") andClearstream Banking, société anonyme ("Clearstream"), against payment therefor in immediatelyavailable funds. It is expected that the Offered Notes sold to Accredited Investors will be ready fordelivery in definitive form in New York, New York on the applicable Closing Date, against paymenttherefor in immediately available funds. The term "Closing Date" means (i) in the case of the OfferedNotes other than the Series C-4 Notes, December 19, 2006 and (ii) in the case of the Series C-4 Notes,December 21, 2006.The Offered Notes offered and sold in reliance on Rule 144A will be issued in minimumdenominations of USD1,000,000 and integral multiples of USD100,000 in excess thereof.The Offered Notes offered and sold to Accredited Investors will be issued in minimumdenominations of USD250,000 and integral multiples of USD1,000 in excess thereof.The Offered Notes (other than the Series C-4 Notes) offered and sold in reliance on Regulation Swill be issued in minimum denominations of USD 1,000,000 and integral multiples of USD 100,000 inexcess thereof.The Series C-4 Notes will be issued in minimum denominations of JPY1,000,000,000 and integralmultiples of JPY100,000,000 in excess thereof.Each Series of Offered Notes will be issued pursuant to the Indenture, dated as of December 19,2006, among the relevant Issuer, the Co-Issuer, each other Issuer party thereto, The Bank of New York,as trustee (the "Trustee") and Goldman Sachs Capital Markets, L.P., as disposal agent (the “DisposalAgent”), as supplemented by a Supplemental Indenture for such Series, dated as of the relevant ClosingDate, among the relevant Issuer, the Co-Issuer, the Trustee and the Disposal Agent (such Indenture andthe relevant Supplemental Indenture, the "Indenture" with respect to such Series). The Company may, onthe account of one or more Segregated Portfolios issue additional Series of Notes or may issue additionalNotes of existing Series, in each case, without notice to or the consent of the holders of any outstandingNotes (including the Offered Notes), as described herein.

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