E*TRADE ABS CDO IV, Ltd. - Irish Stock Exchange

216 Pages·2006·1.27 MB·English

OFFERING CIRCULAR
U.S.$ 7,000,000 Class A-1A First Priority Senior Secured Floating Rate Notes Due 2042
U.S.$ 152,800,000 Class A-1B-1 First Priority Senior Secured Floating Rate Delayed Draw Notes Due 2042
U.S.$ 38,200,000 Class A-1B-2 First Priority Senior Secured Floating Rate Notes Due 2042
U.S.$ 21,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2042
U.S.$ 52,000,000 Class B Third Priority Senior Secured Floating Rate Notes Due 2042
U.S.$ 17,000,000 Class C Fourth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2042
U.S.$ 5,000,000 Class D Fifth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2042
6,900 Preference Shares (U.S.$ 6,900,000 Aggregate Liquidation Preference)

Secured by a Portfolio of Asset-Backed Securities
E*TRADE ABS CDO IV, Ltd.
E*TRADE ABS CDO IV, LLC

E*TRADE ABS CDO IV, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), and E*TRADE ABS CDO IV, LLC, a limited liability company organized under the laws of the State of
Delaware (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), will issue U.S.$ 7,000,000 Class A-1A First Priority Senior Secured Floating Rate Notes Due 2042 (the “Class A-1A Notes”), U.S.$ 152,800,00
Class A-1B-1 First Priority Senior Secured Floating Rate Delayed Draw Notes Due 2042 (the “Class A-1B-1 Notes”), U.S.$ 38,200,000 Class A-1B-2 First Priority Senior Secured Floating Rate Notes Due 2042 (the “Class A-1B-
2 Notes” and, together with the Class A-1B-1 Notes, the “Class A-1B Notes” and, together with the Class A-1A Notes, the “Class A-1 Notes”), U.S.$ 21,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due
2042 (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes”), U.S.$ 52,000,000 Class B Third Priority Senior Secured Floating Rate Notes Due 2042 (the “Class B Notes”), U.S.$ 17,000,000 Class C
Fourth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2042 (the “Class C Notes”) and U.S.$ 5,000,000 Class D Fifth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2042 (the “Class D Notes”
and, together with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”). The Notes will be issued and secured pursuant to an Indenture dated as of December 1, 2005 (the “Indenture”) among the Issuer, the
Co-Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Concurrently with the issuance of the Notes, the Issuer will issue 6,900 Preference Shares, par value U.S.$ 0.01 per share, issued at an issue price
of U.S.$ 1,000 per share (the “Preference Shares”) pursuant to the Memorandum and Articles of Association of the Issuer, as amended and restated (the “Issuer Charter”), and in accordance with a Preference Share Paying
Agency Agreement dated as of December 1, 2005 (the “Preference Share Paying Agency Agreement”) between the Issuer and Wells Fargo Bank, National Association, as preference share paying agent (in such capacity, the
“Preference Share Paying Agent”). The Notes and Preference Shares being offered hereby are referred to herein as the “Offered Securities.” The Collateral (as defined herein) securing the Notes will be managed by E*TRADE
Global Asset Management, Inc. (“ETGAM” or the “Collateral Manager”).
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It is a condition to the issuance of the Offered Securities that the Class A-1A Notes be rated “Aaa” by Moody’s Investors Service, Inc. (“Moody’s”), “AAA” by Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), and “AAA” by Fitch Ratings (“Fitch” and, together with Moody’s and Standard & Poor’s, the “Rating Agencies”), that
the Class A-1B-1 Notes be rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and “AAA” by Fitch, that the Class A-1B-2 Notes be rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and
“AAA” by Fitch, that the Class A-2 Notes be rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and “AAA” by Fitch, that the Class B Notes be rated at least “Aa2” by Moody’s, “AA” by
Standard & Poor’s and “AA” by Fitch, that the Class C Notes be rated at least “Baa2” by Moody’s, “BBB” by Standard & Poor’s and “BBB” by Fitch, that the Class D Notes be rated at least “Ba1”
by Moody’s, “B” by Standard & Poor’s and “BB+” by Fitch and that the Preference Shares be rated at least “BB-” by Standard & Poor’s. Application will be made to the Irish Financial Services
Regulatory Authority (“IFSRA”), as competent authority under Directive 2003/71/EC (the “Prospectus Directive”) for the approval of this Offering Circular. Application will be made to the Irish
Stock Exchange Limited (the “Irish Stock Exchange”) for the admittance of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes to the Official List of the Irish Stock
Exchange and trading on its regulated market. There can be no assurance that any such listing will be granted. No application will be made to list the Class A Notes, the Class B Notes, the Class C
Notes or the Class D Notes on any other stock exchange or to list the Preference Shares on any stock exchange. This document constitutes a prospectus with regard to the Co-Issuers and the Notes
for the purposes of the Prospectus Directive. It is not intended to be a prospectus within the meaning of the Securities Act.
SEE “RISK FACTORS” IN THIS OFFERING CIRCULAR FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN
INVESTMENT IN THE OFFERED SECURITIES.
THE PLEDGED ASSETS OF THE ISSUER ARE THE SOLE SOURCE OF PAYMENTS ON THE OFFERED SECURITIES. THE OFFERED SECURITIES DO NOT REPRESENT
AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT INSURED OR GUARANTEED BY, THE TRUSTEE, THE HEDGE COUNTERPARTY, E*TRADE GLOBAL ASSET
MANAGEMENT, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR ANY OF THEIR RESPECTIVE AFFILIATES.
THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), UNDER
ANY STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION, AND NONE OF THE ISSUER, THE CO-ISSUER OR THE POOL OF COLLATERAL IS OR
WILL BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE ON THE
EXEMPTION PROVIDED BY SECTION 3(c)(7) THEREOF. THE OFFERED SECURITIES MAY ONLY BE OFFERED OR SOLD (A) WITHIN THE UNITED STATES, OR TO OR FOR
THE ACCOUNT OR BENEFIT OF, “U.S. PERSONS” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO QUALIFIED PURCHASERS (AS DEFINED HEREIN) WHO ARE ALSO (I) “QUALIFIED
INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“)) OR (II) SOLELY IN THE CASE OF THE PREFERENCE SHARES,
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a) UNDER THE SECURITIES ACT AND (B) OUTSIDE THE UNITED STATES TO PERSONS THAT ARE
NEITHER U.S. PERSONS NOR U.S. RESIDENTS (FOR PURPOSES OF THE INVESTMENT COMPANY ACT) IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE LAWS. EACH PURCHASER OR TRANSFEREE OF OFFERED SECURITIES WILL BE
REQUIRED (OR, IN CERTAIN CIRCUMSTANCES, DEEMED) TO MAKE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS SET FORTH UNDER
“TRANSFER RESTRICTIONS.” A TRANSFER OF OFFERED SECURITIES (OR ANY INTEREST THEREIN) IS SUBJECT TO CERTAIN RESTRICTIONS DESCRIBED HEREIN,
INCLUDING THAT NO SALE, PLEDGE, TRANSFER OR EXCHANGE MAY BE MADE IN A DENOMINATION LESS THAN THE REQUIRED MINIMUM DENOMINATION. SEE
“TRANSFER RESTRICTIONS.”
The Offered Securities are offered from time to time in one or more individually negotiated transactions at varying prices to be determined at the time of sale by Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the “Initial Purchaser”) subject to prior sale, when, as and if issued. The Initial 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 delivery of the Offered Securities to the Initial Purchaser will be made on or about December 1, 2005 (the “Issue Date”), in the case of the Notes and the
Global Preference Shares (as defined herein) through the facilities of The Depository Trust Company (“DTC”), and in the case of the Restricted Preference Shares (as defined herein), in the office
of counsel to the Initial Purchaser, against payment therefor in immediately available funds. It is a condition to the issuance of the Offered Securities that all Offered Securities be issued
concurrently. The Notes will be sold at 100% of par.
Merrill Lynch & Co.
The Date of this Offering Circular is 13 February 2006
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Subject in each case to the Priority of Payments, (a) Holders of the Class A-1A Notes will be entitled to receive
interest at a floating rate per annum equal to LIBOR (determined as described herein) plus 0.27%, (b) Holders of the
Class A-1B-1 Notes will be entitled to receive interest at a floating rate per annum equal to LIBOR (determined as
described herein) plus 0.225%, (c) Holders of the Class A-1B-2 Notes will be entitled to receive interest at a floating
rate per annum equal to LIBOR (determined as described herein) plus 0.45%, (d) Holders of the Class A-2 Notes
will be entitled to receive interest at a floating rate per annum equal to LIBOR (determined as described herein) plus
0.45%, (e) Holders of the Class B Notes will be entitled to receive interest at a floating rate per annum equal to
LIBOR (determined as described herein) plus 0.57%, (f) Holders of the Class C Notes will be entitled to receive
interest at a floating rate per annum equal to LIBOR (determined as described herein) plus 3.00% and (g) Holders of
the Class D Notes will be entitled to receive interest at a floating rate per annum equal to LIBOR (determined as
described herein) plus 5.75%. See “Description of the Notes—Priority of Payments.”
Interest on the Notes will be payable in U.S. Dollars quarterly in arrears on each March 5, June 5, September 5 and
December 5, commencing March 5, 2006 (each, a “Distribution Date”); provided that the final Distribution Date
with respect to each Class and Sub-class of Notes shall be December 5, 2042 and (ii) if a Distribution Date would
otherwise fall on a day that is not a Business Day, the relevant Distribution Date shall be the first following day that
is a Business Day. Payments of principal of and interest on the Notes on any Distribution Date will be made if and
to the extent that funds are available for such purpose on such Distribution Date in accordance with the Priority of
Payments set forth herein. See “Description of the Notes—Interest” and “Description of the Notes—Principal.”
The principal of each of the Class A-1A Notes, the Class A-1B-1 Notes, the A-1B-2 Notes, the Class A-2 Notes, the
Class B Notes, the Class C Notes and the Class D Notes is payable on each Distribution Date as required by the
Priority of Payments and is required to be paid by the Stated Maturity applicable to such Class, unless redeemed or
repaid prior thereto. See “Description of the Notes—Principal.”
All of the Class A-1A Notes are entitled to receive payments, pari passu among themselves, all of the Class A-1B-1
Notes are entitled to receive payments pari passu among themselves, all of the Class A-1B-2 Notes are entitled to
receive payments pari passu among themselves, all of the Class A-2 Notes are entitled to receive payments pari
passu among themselves, all of the Class B Notes are entitled to receive payments pari passu among themselves, all
of the Class C Notes are entitled to receive payments pari passu among themselves, all of the Class D Notes are
entitled to receive payments pari passu among themselves, and all of the Preference Shares are entitled to receive
payments pari passu among themselves. Except as otherwise described herein, the relative order of seniority of
payment of each Class and Sub-class of Notes is as follows: first, Class A-1A Notes and Class A-1B Notes, pro
rata, (provided that with respect to the Class A-1B Notes, first to the Class A-1B-1 Notes and second to the
Class A-1B-2 Notes) second, Class A-2 Notes, third, Class B Notes, fourth, Class C Notes and fifth, Class D Notes,
with (a) each Class and Sub-class of Notes (other than the Class D Notes) in such list being “Senior” to each other
Class and Sub-class of Notes that follows such Class or Sub-class, as applicable, of Notes in such list (e.g., the
Class A-1 Notes are Senior to the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes) and
(b) each Class and Sub-class of Notes (other than the Class A-1 Notes) in such list being “Subordinate” to each
other Class and Sub-class of Notes that precedes such Class or Sub-class, as applicable, of Notes in such list (e.g.,
the Class D Notes are Subordinate to the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C
Notes). No payment of interest on any Class or Sub-class of Notes will be made until all accrued interest and
Commitment Fee due and payable on the Notes of each Class and Sub-class that is Senior to such Class or Sub-
class, as applicable, and that remain outstanding has been paid in full. As more fully described herein, no payment
of principal of any Class or Sub-class of Notes will be made until all principal of, and all accrued interest and
Commitment Fee due and payable on the Notes of each Class and Sub-class that is Senior to such Class or Sub-
class, as applicable, and that remain outstanding have been paid in full except (i) to the payment of Class C Deferred
Interest from Interest Proceeds in certain circumstances, (ii) to the payment of Class D Deferred Interest from
Interest Proceeds in certain circumstances (iii) to the payment of principal on the Notes (other than the Class D
Notes) from Interest Proceeds in reverse seniority upon a failure of the Class C Overcollateralization Test, (iv) to the
payment of principal on the Class D Notes upon a failure of the Class D Interest Diversion Test and (v) on
Distribution Dates not occurring during a Sequential Pay Period, (x) principal of the Class A-1 Notes, the Class A-2
Notes and the Class B Notes will be paid on a pro rata basis up to a certain amount as more fully described herein
and (y) principal of the Class C Notes shall be paid up to a certain amount as more fully described herein. See
“Description of the Notes⎯Priority of Payments.”
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The Notes are subject to optional and mandatory redemption under the circumstances described under “Description
of the Notes—Optional Redemption and Tax Redemption,” “—Auction Call Redemption” and “—Mandatory
Redemption.”
On each Distribution Date, to the extent funds are available therefor, Interest Proceeds will be released from the lien
of the Indenture for payment to the Preference Share Paying Agent only after the payment of interest and
Commitment Fee on the Notes and certain other amounts in accordance with the Priority of Payments. Any Interest
Proceeds permitted to be released from the lien of the Indenture on any Distribution Date in accordance with the
Priority of Payments and paid to the Preference Share Paying Agent will be distributed to the Persons in whose
names Preference Shares are registered in the Preference Share Register (the “Preference Shareholders”) on such
Distribution Date. Until the Notes have been paid in full, Principal Proceeds are not permitted to be released from
the lien of the Indenture and will not be available to make distributions in respect of the Preference Shares. Subject
to provisions of the Issuer Charter and The Companies Law (2004 Revision) of the Cayman Islands governing the
declaration and payment of dividends (as described herein), after the Notes have been paid in full, Interest Proceeds
and Principal Proceeds remaining after all other applications under the Priority of Payments will be released from
the lien of the Indenture in accordance with the Priority of Payments and paid to the Preference Share Paying Agent
for distribution to the Preference Shareholders on each Distribution Date.
Distributions (other than certain liquidating distributions described herein) will be made in Cash. The Issuer
currently intends, in the event that the Preference Shares are not redeemed at the option of a Majority-in-Interest of
Preference Shareholders following the repayment in full of the Notes, to liquidate all of its remaining investments in
an orderly manner and distribute the proceeds of such liquidation to the Preference Shareholders. See “Description
of the Preference Shares—Distributions.”
The Notes offered by the Co-Issuers in the United States (“Restricted Notes”) will be offered in reliance on an
exemption from the registration requirements of the Securities Act and will initially be represented by one or more
permanent global notes (“Restricted Global Notes”) in fully registered form (as defined in Section 8-102(a)(13) of
the UCC, “Registered Form”), without interest coupons, deposited with the Trustee as custodian for, and registered
in the name of, DTC (or its nominee). The Preference Shares offered by the Issuer in the United States will be
offered in reliance on an exemption from the registration requirements of the Securities Act (“Restricted
Preference Shares”). Restricted Preference Shares will be issued in definitive, fully Registered Form, without
interest coupons and registered in the name of the beneficial owner thereof. The Notes offered by the Co-Issuers
outside the United States (“Regulation S Notes”) and the Preference Shares offered by the Issuer outside the United
States (“Regulation S Preference Shares”) will be offered in reliance on Regulation S under the Securities Act and
will be represented by one or more permanent global notes (“Regulation S Global Notes”) or one or more
permanent global share certificates (“Global Preference Shares”), respectively, in fully Registered Form, without
interest coupons, deposited with the Preference Share Paying Agent as custodian for, and registered in the name of,
DTC (or its nominee), for credit to the applicable purchaser accounts at Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The
Regulation S Global Notes and the Restricted Global Notes are collectively referred to herein as “Global Notes.”
Except in the limited circumstances described herein, (a) certificated Notes will not be issued in exchange for
beneficial interests in a Global Note and (b) certificated Preference Shares will not be issued in exchange for
beneficial interests in a Global Preference Share. See “Description of the Notes—Form, Denomination, Registration
and Transfer.”
Application will be made to the Irish Financial Services Regulatory Authority (“IFSRA”), as competent authority
under Directive 2003/71/EC (the “Prospectus Directive”) for the approval of this Offering Circular. Application
will be made to the Irish Stock Exchange Limited (the “Irish Stock Exchange”) for the admittance of the Notes to
the Official List of the Irish Stock Exchange and trading on its regulated market. There can be no assurance that any
such listing will be granted. No such applications will be made to list the Class A Notes, the Class B Notes, the
Class C Notes or the Class D Notes on any other stock exchange or to list the Preference Shares on any stock
exchange. This document constitutes a prospectus with regard to the Co-Issuers and the Notes for the purposes of
the Prospectus Directive. It is not intended to be a prospectus within the meaning of the Securities Act.
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, 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 INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
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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 RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE ISSUER, THE CO-ISSUER, THE COLLATERAL MANAGER, THE
HEDGE COUNTERPARTY OR THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, (A) ANY SECURITIES OTHER THAN THE OFFERED SECURITIES OR (B) ANY
OFFERED SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. THE DISTRIBUTION OF THIS OFFERING CIRCULAR AND THE OFFERING OF THE
OFFERED SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO
WHOSE POSSESSION THIS OFFERING CIRCULAR COMES ARE REQUIRED BY THE CO-ISSUERS AND
THE INITIAL PURCHASER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS. IN PARTICULAR, THERE ARE RESTRICTIONS ON THE DISTRIBUTION OF THIS
OFFERING CIRCULAR, AND THE OFFER AND SALE OF OFFERED SECURITIES, IN THE UNITED
STATES OF AMERICA, THE UNITED KINGDOM. THE CAYMAN ISLANDS, JAPAN, FRANCE AND
GERMANY. SEE “PLAN OF DISTRIBUTION.” NEITHER THE DELIVERY OF THIS OFFERING
CIRCULAR NOR THE SALE OF ANY SECURITY OFFERED HEREBY WILL UNDER ANY
CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
CO-ISSUERS OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE AS OF WHICH SUCH INFORMATION IS GIVEN HEREIN. THE CO-ISSUERS AND THE
INITIAL PURCHASER RESERVE THE RIGHT, FOR ANY REASON, TO REJECT ANY OFFER TO
PURCHASE IN WHOLE OR IN PART, TO ALLOT TO ANY OFFEREE LESS THAN THE FULL AMOUNT
OF OFFERED SECURITIES SOUGHT BY SUCH OFFEREE OR TO SELL LESS THAN THE AGGREGATE
STATED PRINCIPAL AMOUNT OF ANY CLASS OR SUB-CLASS OF NOTES OR THE NUMBER OF
PREFERENCE SHARES.
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THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. THE OFFERED SECURITIES ARE TO BE PURCHASED FOR INVESTMENT
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ONLY AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY AN INVESTOR
DIRECTLY 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 THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PROSPECTIVE PURCHASERS ARE
HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES OR PREFERENCE SHARES MAY BE RELYING
ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (“RULE 144A”) OR ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. FOR CERTAIN
RESTRICTIONS ON RESALE, SEE “DESCRIPTION OF THE NOTES—FORM, DENOMINATION,
REGISTRATION AND TRANSFER,” “DESCRIPTION OF THE PREFERENCE SHARES—FORM,
REGISTRATION AND TRANSFER” AND “TRANSFER RESTRICTIONS.” A TRANSFER OF OFFERED
SECURITIES IS SUBJECT TO THE RESTRICTIONS DESCRIBED HEREIN, INCLUDING THAT NO SALE,
PLEDGE, TRANSFER OR EXCHANGE MAY BE MADE OF A NOTE OR PREFERENCE SHARE (1) EXCEPT
AS PERMITTED UNDER (A) THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
REGISTRATION AS DESCRIBED HEREIN, (B) APPLICABLE STATE SECURITIES LAWS AND
(C) APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION, (2) EXCEPT IN COMPLIANCE
WITH THE CERTIFICATION AND OTHER REQUIREMENTS SET FORTH IN THE INDENTURE, THE
ISSUER CHARTER AND THE PREFERENCE SHARE PAYING AGENCY AGREEMENT, AS APPLICABLE,
AND (3) IN A DENOMINATION LESS THAN THE REQUIRED MINIMUM DENOMINATION. THE
OFFERED SECURITIES ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER. SEE “TRANSFER
RESTRICTIONS.”
NONE OF THE ISSUER, THE CO-ISSUER OR THE POOL OF COLLATERAL HAS BEEN REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY
ACT”), BY REASON OF THE EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 3(c)(7)
THEREOF. NO TRANSFER OF NOTES OR PREFERENCE SHARES THAT WOULD HAVE THE EFFECT
OF REQUIRING EITHER OF THE CO-ISSUERS OR THE POOL OF COLLATERAL TO REGISTER AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT WILL BE PERMITTED. ANY
TRANSFER OF A DEFINITIVE NOTE MAY BE EFFECTED ONLY ON THE NOTE REGISTER
MAINTAINED BY THE NOTE REGISTRAR PURSUANT TO THE INDENTURE. ANY TRANSFER OF AN
INTEREST IN A RESTRICTED GLOBAL NOTE, A REGULATION S GLOBAL NOTE OR A GLOBAL
PREFERENCE SHARE WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE EFFECTED ONLY
THROUGH, RECORDS MAINTAINED BY DTC AND ITS DIRECT AND INDIRECT PARTICIPANTS
(INCLUDING, IN THE CASE OF REGULATION S GLOBAL NOTES AND GLOBAL PREFERENCE SHARES
EUROCLEAR AND CLEARSTREAM, LUXEMBOURG). ANY TRANSFER OF RESTRICTED PREFERENCE
SHARES MAY BE EFFECTED ONLY ON THE PREFERENCE SHARE REGISTER MAINTAINED BY THE
PREFERENCE SHARE REGISTRAR PURSUANT TO THE PREFERENCE SHARE PAYING AGENCY
AGREEMENT.
EACH PURCHASER AND TRANSFEREE OF A CLASS A NOTE, CLASS B NOTE OR CLASS C NOTE WILL
BE DEEMED TO REPRESENT AND WARRANT (OR, IN CERTAIN CIRCUMSTANCES REQUIRED TO
CERTIFY) THAT (A) IT IS NOT, AND IS NOT INVESTING THE ASSETS OF, AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), THAT IS SUBJECT TO SECTION 406 OF ERISA, A
“PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”)), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR A
FOREIGN, GOVERNMENTAL OR CHURCH PLAN THAT IS SUBJECT TO ANY FOREIGN, FEDERAL,
STATE OR LOCAL LAW THAT IS MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
AND THE CODE (A “SIMILAR LAW”), OR (B) ITS PURCHASE AND OWNERSHIP OF SUCH NOTE WILL
NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE (OR, IN
THE CASE OF A FOREIGN, GOVERNMENTAL OR CHURCH PLAN, A VIOLATION OF ANY SIMILAR
LAW).
EACH ORIGINAL PURCHASER OF A CLASS D NOTE WILL BE REQUIRED TO CERTIFY WHETHER OR
NOT IT IS A BENEFIT PLAN INVESTOR (AS DEFINED IN THE PLAN ASSET REGULATIONS OF THE
UNITED STATES DEPARTMENT OF LABOR, 29 C.F.R. SECTION 2510.3-101 (f)) (ANY SUCH PERSON, A
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“BENEFIT PLAN INVESTOR”) OR A CONTROLLING PERSON (AS DEFINED BELOW) TO ENSURE,
IMMEDIATELY AFTER THE ISSUANCE OF THE CLASS D NOTES THAT LESS THAN 25% OF THE
CLASS D NOTES ARE HELD BY BENEFIT PLAN INVESTORS (DISREGARDING CLASS D NOTES HELD
BY PERSONS OTHER THAN BENEFIT PLAN INVESTORS WHO HAVE DISCRETIONARY AUTHORITY
OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER, OR WHO PROVIDE INVESTMENT
ADVICE FOR A FEE, DIRECT OR INDIRECT, WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATES
OF SUCH PERSONS (EACH, A “CONTROLLING PERSON”)). AN INVESTOR THAT IS A BENEFIT PLAN
INVESTOR SUBJECT TO SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW
WILL BE REQUIRED TO CERTIFY THAT ITS INVESTMENT IN CLASS D NOTES WILL NOT RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE FOREGOING PROVISIONS OF ERISA AND
THE CODE (OR A VIOLATION OF ANY SIMILAR LAW). NO TRANSFER OF CLASS D NOTES (OTHER
THAN A TRANSFER FROM THE ISSUER OR THE INITIAL PURCHASER ON THE ISSUE DATE) WILL BE
EFFECTIVE AND THE ISSUER, THE TRUSTEE AND THE NOTE REGISTRAR WILL NOT RECOGNIZE
ANY SUCH TRANSFER IF THE TRANSFEREE OF A CLASS D NOTE IS A BENEFIT PLAN INVESTOR OR
CONTROLLING PERSON.
EACH ORIGINAL PURCHASER OF A PREFERENCE SHARE WILL BE REQUIRED TO CERTIFY
WHETHER OR NOT IT IS A BENEFIT PLAN INVESTOR OR A CONTROLLING PERSON TO ENSURE,
IMMEDIATELY AFTER THE ISSUANCE OF THE PREFERENCE SHARES THAT LESS THAN 25% OF THE
PREFERENCE SHARES ARE HELD BY BENEFIT PLAN INVESTORS (DISREGARDING PREFERENCE
SHARES HELD BY CONTROLLING PERSONS). AN INVESTOR THAT IS A BENEFIT PLAN INVESTOR
SUBJECT TO SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW WILL BE
REQUIRED TO CERTIFY THAT ITS INVESTMENT IN PREFERENCE SHARES WILL NOT RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER THE FOREGOING PROVISIONS OF ERISA AND
THE CODE (OR A VIOLATION OF ANY SIMILAR LAW). NO TRANSFER OF PREFERENCE SHARES
(OTHER THAN A TRANSFER FROM THE ISSUER OR THE INITIAL PURCHASER ON THE ISSUE DATE)
WILL BE EFFECTIVE AND THE ISSUER, THE PREFERENCE SHARE REGISTRAR, THE PREFERENCE
SHARE PAYING AGENT, THE TRUSTEE AND THE NOTE REGISTRAR WILL NOT RECOGNIZE ANY
SUCH TRANSFER IF THE TRANSFEREE OF A PREFERENCE SHARE IS A BENEFIT PLAN INVESTOR OR
CONTROLLING PERSON.
_____________
THE OFFERED SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION, AND NONE
OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________
This Offering Circular has been prepared by the Co-Issuers solely for use in connection with the offering of the
Offered Securities described herein (the “Offering”) and for listing purposes. The Co-Issuers have taken all
reasonable care to confirm that the information contained in this Offering Circular (excluding the information
appearing in the section “The Collateral Manager”) is true and accurate in all material respects and is not misleading
in any material respect and that there are no other facts relating to the Co-Issuers or the Offered Securities, the
omission of which makes this Offering Circular as a whole or any such information contained herein, in light of the
circumstances under which it was made, misleading in any material respect. The Co-Issuers accept responsibility
for the information contained in this document accordingly. To the best of the knowledge and belief of the Co-
Issuers the information contained in this document is in accordance with the facts and does not omit anything likely
to affect the import of such information. The Co-Issuers disclaim any obligation to update such information and do
not intend to do so. Neither the Initial Purchaser nor any of its affiliates make any representation or warranty as to,
have independently verified or assume any responsibility for, the accuracy or completeness of the information
contained herein. Neither the Initial Purchaser nor any of its affiliates has independently verified any such
information or assumes any responsibility for its accuracy or completeness. Neither the Collateral Manager nor any
of their affiliates makes any representation or warranty as to, has independently verified or assumes any
vi
responsibility for, the accuracy and completeness of the information contained herein other than the information
appearing in the sections “The Collateral Manager” and “Risk Factors—Conflicts of Interest Involving the
Collateral Manager.” The Collateral Manager accepts responsibility for the information appearing in such sections.
To the best of the knowledge and belief of the Collateral Manager the information contained in such sections is in
accordance with the facts and does not omit anything likely to affect the import of such information. None of the
Hedge Counterparties or any of their respective affiliates makes any representation or warranty as to, has
independently verified or assumes any responsibility for, the accuracy and completeness of the information
contained herein. Nothing contained in this Offering Circular is or should be relied upon as a promise or
representation as to future results or events. The Trustee has not participated in the preparation of this Offering
Circular and assumes no responsibility for its contents.
All of the statements in this Offering Circular with respect to the business of the Co-Issuers, and any financial
projections or other forecasts, are based on information furnished by the Co-Issuers. See “Forward Looking
Statements.” None of the Initial Purchaser, the Collateral Manager or their respective affiliates assumes any
responsibility for the performance of any obligations of either of the Co-Issuers or any other person described in this
Offering Circular (except that the Collateral Manager is responsible for the performance of its obligations under the
Collateral Management Agreement) or for the due execution, validity or enforceability of the Offered Securities,
instruments or documents delivered in connection with the Offered Securities or for the value or validity of any
collateral or security interests pledged in connection with the Notes. None of the Hedge Counterparties or any of
their respective affiliates assumes responsibility for the performance of any obligations of any other person
described in this Offering Circular or for the due execution, validity or enforceability of the Offered Securities,
instruments or documents delivered in connection with the Offered Securities (other than its own obligations under
documents entered into by it) or for the value or validity of any collateral or security interests pledged in connection
with the Notes.
This Offering Circular contains summaries of certain documents. The summaries do not purport to be complete and
are qualified in their entirety by reference to such documents, copies of which will be made available to offerees
upon request. Requests and inquiries regarding this Offering Circular or such documents should be directed to
Merrill Lynch, Pierce, Fenner & Smith, Incorporated, 4 World Financial Center, New York, New York 10080;
Attention: Global Structured Credit Products. Copies of such documents may also be obtained free of charge from
AIB/BNY Fund Management (Ireland) Limited in its capacity as paying agent located in Dublin, Ireland for the
Notes (in such capacity, the “Irish Paying Agent”) if and for so long as any Offered Securities are listed on the Irish
Stock Exchange.
The Co-Issuers will make available to any offeree of the Offered Securities, prior to the issuance thereof, the
opportunity to ask questions of and to receive answers from the Co-Issuers or a person acting on their behalf
concerning the terms and conditions of the Offering, the Co-Issuers or any other relevant matters and to obtain any
additional information to the extent the Co-Issuers possess such information or can obtain it without unreasonable
expense. The information referred to in this paragraph will also be obtainable at the office of the Irish Paying Agent
in Dublin, Ireland if and for so long as any Offered Securities are listed on the Irish Stock Exchange.
Each purchaser of a Restricted Note or a Restricted Preference Share will be required (or, in certain circumstances,
deemed) to represent to the Co-Issuers and the Initial Purchaser that it is (a) either (i) a Qualified Institutional Buyer,
to whom notice is given that the resale, pledge or other transfer is being made in reliance on the exemption from
Securities Act registration provided by Rule 144A or (ii) solely in the case of a Restricted Preference Share, an
“accredited investor” within the meaning of Rule 501(a) (an “Accredited Investor”) under the Securities Act, and
(b) in each case, a Qualified Purchaser and is acquiring the Restricted Note or Restricted Preference Share for its
own account for investment purposes and not with a view to the distribution thereof (except in accordance with
Rule 144A). A “Qualified Purchaser” is (i) a “qualified purchaser” as defined in the Investment Company Act, (ii)
a “knowledgeable employee” (as defined in Rule 3c-5 promulgated under the Investment Company Act, a
“Knowledgeable Employee”) with respect to the Issuer or (iii) a company beneficially owned exclusively by one or
more “qualified purchasers” and/or Knowledgeable Employees with respect to the Issuer. Each purchaser of a
Regulation S Note or Regulation S Preference Share will be required (or, in certain circumstances, deemed) to
represent to the Co-Issuers and the Initial Purchaser that it is acquiring the Regulation S Note or Regulation S
Preference Share in an “offshore transaction” within the meaning of Rule 903 or Rule 904 of Regulation S and is
neither a U.S. Person, such term is defined in Regulation S (a “U.S. Person”), nor a U.S. resident for purposes of the
vii
Investment Company Act (a “U.S. Resident”), and is acquiring the Regulation S Note or Regulation S Preference
Share for its own account and not for the account or benefit of a U.S. Person or a U.S. Resident. Each purchaser or
transferee of Offered Securities will also be required (or, in certain circumstances, deemed) to acknowledge that the
Offered Securities have not been and will not be registered under the Securities Act and may not be reoffered,
resold, pledged or otherwise transferred except (a)(i) to a person (A) whom the seller reasonably believes is a
Qualified Institutional Buyer, purchasing for its own account, to whom notice is given that the resale, pledge or
other transfer is being made in reliance on the exemption from Securities Act registration provided by Rule 144A
and (B) that is a Qualified Purchaser, (ii) in an “offshore transaction” in accordance with Rule 903 or Rule 904 of
Regulation S to a non-U.S. Person that is not a U.S. Resident or (iii) in the case of Preference Shares only, in
accordance with another exemption from the registration requirements of the Securities Act (subject to the delivery
of such certifications, legal opinions or other information as the Issuer may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act), that is a Qualified Purchaser, (b) in compliance with the certification and other requirements
set forth in the Indenture or the Preference Share Paying Agency Agreement, as applicable, and (c) in accordance
with any applicable securities laws of any state of the United States and any other relevant jurisdiction.
Although the Initial Purchaser may from time to time make a market in one or more Class or Sub-class of Notes or
the Preference Shares, the Initial Purchaser is under no obligation to do so. In the event that the Initial Purchaser
commences any market-making, the Initial Purchaser may discontinue the same at any time. There can be no
assurance that a secondary market for any Class or Sub-class of the Notes or the Preference Shares will develop, or
if a secondary market does develop, that it will provide the Holders of such Class or Sub-class of Notes or the
Holders of Preference Shares with liquidity of investment or that it will continue for the life of such Class or Sub-
class of Notes or Preference Shares.
In this Offering Circular, “Holder” means a Noteholder and/or a Preference Shareholder as the context may require.

THIS OFFERING CIRCULAR IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE
RELIED UPON ALONE AS THE BASIS FOR AN INVESTMENT DECISION. IN MAKING AN
INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE CO-ISSUERS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED AND MUST NOT RELY UPON INFORMATION PROVIDED BY OR STATEMENTS MADE BY
THE INITIAL PURCHASER, THE COLLATERAL MANAGER, ANY HEDGE COUNTERPARTY OR ANY OF
THEIR RESPECTIVE AFFILIATES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN OFFERED SECURITIES FOR AN INDEFINITE
PERIOD OF TIME.
NONE OF THE ISSUER, THE CO-ISSUER, THE COLLATERAL MANAGER, THE INITIAL PURCHASER,
THE HEDGE COUNTERPARTY OR THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION
TO ANY OFFEREE OR PURCHASER OF OFFERED SECURITIES REGARDING THE LEGALITY OF
INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER APPLICABLE LEGAL
INVESTMENT OR SIMILAR LAWS OR REGULATIONS OR THE PROPER CLASSIFICATION OF SUCH AN
INVESTMENT THEREUNDER.
THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS
OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY,
BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL, BUSINESS AND TAX ADVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS OFFERING CIRCULAR,
ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND,
THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE OFFERED SECURITIES AND THE
ISSUER, ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE U.S. FEDERAL, STATE
AND LOCAL TAX TREATMENT OF THE OFFERED SECURITIES AND THE ISSUER, AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSIS) RELATING TO SUCH
TAX TREATMENT AND THAT MAY BE RELEVANT TO UNDERSTANDING SUCH TAX TREATMENT.
viii
IRS CIRCULAR 230 LEGEND. THIS OFFERING CIRCULAR WAS NOT INTENDED OR WRITTEN TO BE
USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE, OR LOCAL
TAX PENALTIES. THIS OFFERING CIRCULAR WAS WRITTEN IN CONNECTION WITH THE
PROMOTION OR MARKETING BY THE CO-ISSUERS, COLLATERAL MANAGER AND INITIAL
PURCHASER OF THE OFFERED SECURITIES. EACH HOLDER SHOULD SEEK ADVICE BASED ON
THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

In this Offering Circular, references to “U.S. Dollar,” “Dollar” and “U.S.$” are to a dollar or other equivalent unit
in such coin or currency of the United States as at the time shall be legal tender for all debts, public and private.
References to “Cash” are to funds denominated with currency of the United States of America as at the time shall be
legal tender for payment of all public and private debts. References to “United States” and “U.S.” are to the United
States of America, including the States thereof and the District of Columbia.

Offers, sales and deliveries of the Offered Securities are subject to certain restrictions in the United States, the
United Kingdom, the Cayman Islands, Japan, France and Germany and other jurisdictions. See “Plan of
Distribution” and “Transfer Restrictions.”

No invitation may be made to the public in the Cayman Islands to subscribe for the Offered Securities.

NOTICE TO FLORIDA RESIDENTS
THE OFFERED SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER
SECTION 517.061 OF THE FLORIDA SECURITIES ACT (THE “FLORIDA ACT”) AND HAVE NOT BEEN
REGISTERED UNDER THE FLORIDA ACT IN THE STATE OF FLORIDA. FLORIDA RESIDENTS WHO
ARE NOT INSTITUTIONAL INVESTORS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA ACT
HAVE THE RIGHT TO VOID THEIR PURCHASES OF THE OFFERED SECURITIES WITHOUT PENALTY
WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION.

NOTICE TO CONNECTICUT RESIDENTS
THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE CONNECTICUT SECURITIES
LAW. THE OFFERED SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
SALE.

NOTICE TO GEORGIA RESIDENTS
THE OFFERED SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF
CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM
THIS OFFERING CIRCULAR AND ANY OTHER COMMUNICATION IN CONNECTION WITH THE
OFFERING AND ISSUANCE OF THE OFFERED SECURITIES IS INTENDED FOR AND DIRECTED AT
AND MAY ONLY BE ISSUED OR PASSED ON TO A PERSON AUTHORIZED AND REGULATED BY THE
FINANCIAL SERVICES AUTHORITY OR TO A PERSON OF A KIND DESCRIBED IN ARTICLES 19 OR
49(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 OR A PERSON TO WHOM THIS OFFERING CIRCULAR OR ANY OTHER SUCH COMMUNICATION
MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON (ALL SUCH PERSONS TOGETHER BEING
ix
REFERRED TO AS “RELEVANT PERSONS”). THIS COMMUNICATION MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

NOTICE TO RESIDENTS OF THE NETHERLANDS
THE OFFERED SECURITIES MAY BE OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR FROM
THE NETHERLANDS AS PART OF THEIR INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, EXCLUSIVELY TO INDIVIDUALS OR ENTITIES, WHO OR WHICH TRADE
OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR A BUSINESS WITHIN THE
MEANING OF ARTICLE 1 OF THE REGULATION OF 9 OCTOBER 1999 ISSUED PURSUANT TO
ARTICLE 14 OF THE ACT ON THE SUPERVISION OF INVESTMENT INSTITUTIONS (WET TOEZICHT
BELEGGINGSINSTELLINGEN), WHICH INCLUDES BANKS, PENSION FUNDS, INSURANCE
COMPANIES, SECURITIES FIRMS, INVESTMENT INSTITUTIONS, CENTRAL GOVERNMENTS, LARGE
INTERNATIONAL AND SUPRANATIONAL INSTITUTIONS AND OTHER COMPARABLE ENTITIES,
INCLUDING TREASURIES AND FINANCE COMPANIES OF LARGE ENTERPRISES, WHICH TRADE OR
INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR A BUSINESS.

NOTICE TO RESIDENTS OF GERMANY
THE OFFERED SECURITIES MAY ONLY BE ACQUIRED IN ACCORDANCE WITH THE GERMAN
WERTPAPIER-VERKAUFSPROSPEKTGESETZ (SECURITIES SELLING PROSPECTUS ACT) AND THE
AUSLANDINVESTMENTGESETZ (FOREIGN INVESTMENT FUNDS ACT). THE OFFERED SECURITIES
ARE NOT REGISTERED OR AUTHORIZED FOR DISTRIBUTION UNDER THE FOREIGN INVESTMENT
FUNDS ACT AND MAY NOT BE, AND ARE NOT BEING, OFFERED OR ADVERTISED PUBLICLY OR
OFFERED SIMILARLY UNDER § 1 FOREIGN INVESTMENT FUNDS ACT OR THE SECURITIES SELLING
PROSPECTUS ACT. THEREFORE, THIS OFFER IS ONLY BEING MADE TO RECIPIENTS TO WHOM
THIS DOCUMENT IS PERSONALLY ADDRESSED AND DOES NOT CONSTITUTE AN OFFER OR
ADVERTISEMENT TO THE PUBLIC. THE OFFERED SECURITIES CAN ONLY BE ACQUIRED FOR A
MINIMUM PURCHASE PRICE OF AT LEAST € 40,000 (EXCLUDING COMMISSION AND OTHER FEES)
PER PERSON. THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED FOR PUBLIC
DISTRIBUTION IN GERMANY. GERMAN INVESTORS WILL THUS NOT BENEFIT FROM THE TAX
REGIME UNDER § 17 FOREIGN INVESTMENT FUNDS ACT. HOWEVER, A TAX REPRESENTATIVE
HAS BEEN OR WILL BE APPOINTED. THUS GERMAN INVESTORS WILL BE TAXED PURSUANT TO §
18 FOREIGN INVESTMENT FUNDS ACT, PARAGRAPHS (1) AND (2). ALL PROSPECTIVE INVESTORS
ARE THEREFORE URGED TO SEEK INDEPENDENT TAX ADVICE. MERRILL LYNCH & CO. AND ITS
AFFILIATES DO NOT GIVE TAX ADVICE.
[THE FOLLOWING IS A TRANSLATION OF THE PRECEDING PARAGRAPH]
INFORMATIONEN FÜR EINWOHNER VON DEUTSCHLAND
DIE ANGEBOTENEN WERTPAPIERE KÖNNEN NUR NACH MASSGABE DES WERTPAPIER-
VERKAUFSPROSPEKTGESETZES UND DES AUSLANDINVESTMENTGESETZES ERWORBEN WERDEN.
DIE ANGEBOTENEN WERTPAPIERE SIND NICHT NACH DEM AUSLANDINVESTMENTGESETZ ZUM
ÖFFENTLICHEN VERTRIEB ZUGELASSEN UND DÜRFEN UND WERDEN NICHT GEMÄSS § 1 DES
AUSLANDINVESTMENTGESETZES ODER DEM WERTPAPIERVERKAUFSPROSPEKTGESETZ
ÖFFENTLICH ODER IN ÄHNLICHER WEISE ANGEBOTEN ODER BEWORBEN. DAHER RICHTET SICH
DIESES ANGEBOT AUSSCHLIESSLICH AN SOLCHE EMPFÄNGER, AN DIE DIESES DOKUMENT
PERSÖNLICH ADRESSIERT 1ST, UND ES STELLT KEIN ANGEBOT UND KEINE WERBUNG AN DIE
BREITE ÖFFENTLICHKEIT DAR. DIE ANGEBOTENEN WERTPAPIERE KÖNNEN NUR ZU EINEM
MINDESTKAUFPREIS VON € 40.000 (EXKL. PRO VISIONEN UND SONSTIGEN GEBÜHREN) PRO
PERSON ERWORBEN WERDEN. DIE ANGEBOTENEN WERTPAPIERE SIND NICHT ZUM
ÖFFENTLICHEN VERTRIEB IN DEUTSCHLAND ZUGELASSEN. DEUTSCHE INVESTOREN
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