i IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ...

293 Pages·2015·4.16 MB·English

IMPORTANTNOTICE
NOTFORDISTRIBUTIONTOANYU.S.PERSONORTOANYPERSONORADDRESSINTHEU.S.
THE SECURITIES DESCRIBED HEREIN ARE AVAILABLE ONLY TO INVESTORS LOCATED
OUTSIDE THE UNITED STATES WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S
UNDERTHE SECURITIES ACT) PURCHASING THE SECURITIES IN AN OFFSHORE TRANSACTION
INRELIANCEONREGULATIONSUNDERTHESECURITIESACT.
IMPORTANT: You must read the following before continuing. The following applies to the offering
circular following this page, and you are therefore advised to read this carefully before reading, accessing or
making anyother use of the offering circular. In accessing the offering circular, you agree to be bound bythe
followingtermsandconditions,includinganymodificationstothemanytimeyoureceiveanyinformationfrom
usasaresultofsuchaccess.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATIONOF ANOFFERTO BUY THE SECURITIESOF THE ISSUER IN THE UNITED STATES
ORANYOTHERJURISDICTION WHEREITISUNLAWFULTODOSO. THESECURITIESHAVENOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S.
OROTHER JURISDICTION AND THE SECURITIES MAY NOTBEOFFEREDOR SOLD WITHIN THE
U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPTPURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIESACTAND APPLICABLESTATEORLOCALSECURITIESLAWS.
THE FOLLOWING OFFERING CIRCULAR MAY NOTBE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN
PARTICULAR,MAYNOTBEFORWARDED TOANYU.S.PERSONORTO ANYU.S. ADDRESS. ANY
FORWARDING, DISTRIBUTIONORREPRODUCTIONOF THISDOCUMENTIN WHOLEORINPART
IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATIONOFTHESECURITIES ACTORTHEAPPLICABLELAWSOFOTHERJURISDICTIONS.
The offering circular has been delivered to you on the basis that you are a person into whose possession this
prospectusmay belawfullydeliveredinaccordance withthelaws ofthe jurisdictioninwhich you arelocated.
By accessing the prospectus, you shall be deemed to have confirmed and represented to us that (a) you have
understood and agree to the terms set out herein, (b) you consent to delivery of the offering circular by
electronictransmission,(c) you arenotaU.S. person (withinthemeaningofRegulationSunderthe Securities
Act)oractingfortheaccountorbenefitofaU.S.personandtheelectronicmailaddressthat you have givento
usandto whichthise-mailhas beendeliveredis notlocatedintheUnitedStates,itsterritoriesandpossessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands)ortheDistrictofColumbiaand(d)if you area personintheUnitedKingdom,then you area
person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity
falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order
2005.
The offering circularhas been sentto you inanelectronicform.You arereminded that documentstransmitted
via this medium may be altered or changed during the process of electronic transmission and consequently
neither Morgan Stanley & Co. International plc (in such capacity as the "Arranger" and the "Lead
Manager")noranypersonwho controlsitnoranydirector,officer,employeenoragentofitoraffiliateofany
suchperson accepts anyliabilityorresponsibilitywhatsoeverin respectofany differencebetween the offering
distributed to you in electronic format and the hard copy version available to you on request from the Lead
Manager.
i
MIDASFUNDINGUKPLC
(incorporatedinEnglandandWaleswithlimitedliabilitywithregistrationnumber9517620)
£100,000,000CommercialMortgageBackedFloatingRateNotesdue2022
(the"Notes")
InitialPrincipalAmount Issue Interest Margin(1) ExpectedMaturity FinalMaturityDate
oftheNotes Price ReferenceRate Date(2)
£100,000,000 100% three-month 2.05percent. 6December2019 6December2022
LIBOR
(1) TheNoteswillbearinterestatthree-monthLIBORplustheMarginspecifiedabove
(2) Basedontheassumptionssetoutin"YIELD,PREPAYMENTANDMATURITYCONSIDERATIONS"atpage135.
ClosingDate The IssuerexpectstoissuetheNotesonorabout24April2015(the"ClosingDate").
UnderlyingAssets The IssuerwillmakepaymentsontheNotesfrom(i)principalandinterestreceivedwith
respect to a £100,000,000 paripassu tranche (the "Loan")ofa£330,000,000 loan(the
"Whole Loan") advanced by Morgan Stanley Bank, N.A, as original lender (the
"Originator") pursuant to the senior facility agreement dated 3 December 2014 and
amended on 13 January 2015 (the "Senior Facility Agreement") and (ii) its pro rata
portionofallotherfeesandamountspayableto the Issueraslenderofrecordunderthe
Senior Facility Agreement. Payments of amounts under the Loan will be applied in
accordance with the Pre-Enforcement Priority of Payments or the Post-Enforcement
PriorityofPayments,asapplicable,andallocatedtotheNotes.
The WholeLoanissecuredbyaportfolioofcommercialpropertieslocatedintheUnited
Kingdom(eacha"Property"andcollectivelythe"Properties"orthe"Portfolio").
DuringthelifeoftheNotestheRevenueReceiptsareexpectedtobesufficienttopaythe
interestamountsundertheNotes.
Seethesectionsentitled"THELOANANDRELATEDSECURITY","DESCRIPTIONOF
THEPORTFOLIO"and"SALEOFASSETS"formoredetails.
RedemptionProvisions Information on any optional and mandatoryredemption of the Notes is summarised on
page6"OVERVIEW OF THE TRANSACTION − OVERVIEW OF THE KEY TERMS OF
THENOTES"andsetoutinfullinCondition6(RedemptionandCancellation).
CreditRatings RatingshavenotbeenrequestedorassignedtotheNotes.
Before making any decision to invest in the Notes, prospective Noteholders should pay particular attention to the
sectionentitled"RISKFACTORS"inthisOfferingCircular,startingonpage18.
ArrangerandLeadManager
MorganStanley&Co.Internationalplc
The dateofthisOfferingCircularis22April2015
ii
Listing This Offering Circular ("Offering Circular") comprises a prospectus (the
"Prospectus"), for the purpose of Directive 2003/71/EC (as amended by the
Commission Powers (Prospectus) Directive 2008/11 EC and the Amending Directive
2010/73EU)(the"ProspectusDirective").Referencesthroughoutthisdocumenttothis
"Offering Circular" shall be taken to read "Prospectus" for such purpose. The
Prospectus has been approved by the Central Bank of Ireland (the "Central Bank of
Ireland") as competent authority under the Prospectus Directive. The Central Bank of
Ireland only approves this prospectus as meeting the requirements imposed under Irish
andEUlawpursuantto theProspectusDirective.Applicationhasbeenmadeto theIrish
Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be admitted to the
Official List (the "Official List") and trading on its regulated market. The regulated
market of the Irish Stock Exchange is a regulated market for the purposes of Directive
2004/39/EC.
Obligations The Notes will be limited recourse obligations of the Issuer alone and will not be
guaranteed by, or be the responsibility of, any other entity. The Notes will not be
obligations of the Arranger, the Lead Manager, the Originator, the Seller, any of their
affiliatesoranyotherpartynamedinthisOfferingCircular.
RetentionUndertaking The Issuer is of the opinion that Article 405 of Regulation (EU) No. 575/2013 of the
European Parliament and of the Council of June 21, 2013, known as the Capital
Requirements Regulation ("CRR") and Article 51 of Regulation (EU) 231/2013 (the
"AIFMRegulation")do notapplyto theissueoftheNotes.In additiontheIssuerisof
theviewthattheriskretentionrequirementsprovidedforundertheSolvencyIIDirective
(once it comes into force) will not apply to the issuance of the Notes. See the sections
entitled "REGULATORY DISCLOSURE" and "RISK FACTORS – C. LEGAL AND
REGULATORY REQUIREMENTS –Regulatory initiatives may result in increased
regulatory capital requirements and/or decreased liquidity in respect of the Notes" of
thisOfferingCircularformoredetails.
CreditEnhancement No structuralcreditsupportwillbe provided forthe Notes.Paymentsto bemade under
theLoanwillrankparipassuwithotherpaymentsto bemadeunderthe WholeLoan. In
connectionwiththe Whole Loan,aloanto valueratio willhaveto be maintainedbythe
Borrowerinaccordance withthe SeniorFacilityAgreement,the detailsofwhich areset
out in the section entitled "THE LOAN AND THE RELATED SECURITY − Financial
Covenants".
THE NOTES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND THE ISSUER HAS NOT BEEN REGISTERED
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENTCOMPANY ACTOF 1940
(THE "INVESTMENT COMPANY ACT") IN RELIANCE ON THE EXCLUSION PROVIDED BY SECTION
3(c)(5)(C) OF THAT ACT. THE NOTES ARE BEING OFFERED AND SOLD ONLY TO PERSONS WHO ARE
NOT U.S. PERSONS (AS DEFINED IN REGULATION S ("REGULATION S") IN OFFSHORE
TRANSACTIONSINRELIANCEONREGULATIONSUNDERTHESECURITIESACT.
THE "RISK FACTORS" SECTION CONTAINS DETAILS OF CERTAIN RISKS AND OTHER FACTORS THAT
SHOULDBEGIVENPARTICULARCONSIDERATIONBEFOREINVESTING IN THENOTES.PROSPECTIVE
INVESTORSSHOULDBEAWAREOF THEISSUESSUMMARISEDWITHINTHATSECTION.
Ifanywithholdingordeductionfororonaccountoftaxisapplicableto paymentsofinterestonand/orrepaymentsof
principal of the Notes, such payments and/or repayments will be made subject to such withholding or deduction,
withouttheIssuerbeingobligedtopayanyadditionalamountsasaconsequence.
TheNoteswillberepresentedbyaglobalnoteinregisteredform(the"GlobalNote")andwillbedepositedwith,and
registered in the name of a nominee for the common depositary (the "Common Depositary") for Euroclear Bank
S.A./N.V.,1 Boulevarddu Roi Albert II,1210 Brussels,Belgium,as operatoroftheEuroclearsystem ("Euroclear")
and Clearstream Banking, société anonyme, 42 Avenue J.F. Kennedy, L-1855 Luxembourg ("Clearstream,
Luxembourg")onorabouttheClosingDate. Ownershipinterestsin theGlobalNotewillbe shownon, andtransfers
iii
thereof will only be effected through, records maintained by Euroclear and Clearstream, Luxembourg and their
respective participants. The Global Note will be exchangeable for Definitive Notes in registered form onlyin certain
limitedcircumstancesassetoutinthisOfferingCircular.
iv
IMPORTANTNOTICE
ThedistributionofthisOfferingCircularandtheofferingoftheNotesincertainjurisdictionsmayberestrictedbylaw.
No representation is made bythe Issuer, the Originator, the Seller, the Note Trustee, the Issuer Security Trustee, the
Lead Manager, the Arranger oranyother IssuerRelated Partythatthis OfferingCircularmay be lawfullydistributed,
orthatthe Notesmay belawfullyofferedin compliance withanyapplicable registrationorotherrequirementsin any
such jurisdiction, or pursuant to an exemption available thereunder, and none of them assumes anyresponsibility for
facilitating anysuch distribution oroffering. In particular, no action has been taken bythe Issuer, the Originator, the
Seller,theNoteTrustee,theIssuerSecurityTrustee,theArranger,the LeadManageroranyother IssuerRelatedParty
which would permit a public offering of the Notes or distribution of this Offering Circular in any jurisdiction where
actionforthatpurposeisrequired.Accordingly,theNotesmaynotbeofferedorsold,directlyorindirectly,andneither
this Offering Circular nor any advertisement or other offering material may be distributed or published, in any
jurisdiction,exceptundercircumstancesthatwillresultincompliancewithanyapplicablelawsandregulationsandthe
LeadManagerhasrepresentedthatalloffersandsalesbyitwillbemadeonsuchterms.Personsintowhosepossession
this Offering Circular comes are required by the Issuer and the Lead Manager to inform themselves about and to
observeanysuchrestrictions.
The IssueracceptsresponsibilityfortheinformationcontainedinthisOfferingCircular. To the bestofthe knowledge
and beliefofthe Issuer(havingtakenallreasonable care to ensurethatsuch isthecase),theinformationcontained in
this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Whereinformationhasbeenindicatedtohavebeensourcedfromathirdparty,the Issuerconfirmsthatthisinformation
has been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information
publishedbysuchthirdparty,nofactshavebeenomittedwhichwouldrenderthereproducedinformationinaccurateor
misleading. The Issuer has not verified the figures, market data and other information contained in the publicly
available sources and does not assume any responsibility for the accuracy of the figures, market data or other
informationfromthepubliclyavailablesources.
U.S. Bank Trustees Limited, Elavon Financial Services Limited, UK Branch and Elavon Financial Services Limited
accept joint and several responsibility for the information contained in the section of this Offering Circular entitled
"DESCRIPTION OF THE NOTE TRUSTEE, THE ISSUER SECURITY TRUSTEE, THE CASH MANAGER, THE
OPERATINGBANK,THEAGENT BANK,THEPRINCIPAL PAYINGAGENT AND REGISTRAR"atpage44 (insofar
as the same relates to each of them respectively). To the best of the knowledge and belief of U.S. Bank Trustees
Limited,ElavonFinancialServices Limited,UKBranchandElavonFinancialServices Limited(each havingtakenall
reasonable care to ensure that such is the case), the information contained in the section of this Offering Circular
entitled "DESCRIPTION OF THE NOTE TRUSTEE, THE ISSUER SECURITY TRUSTEE, THE CASH MANAGER,
THE OPERATING BANK, THE AGENT BANK, THE PRINCIPAL PAYING AGENT AND REGISTRAR" at page 44
(insofar as the same relates to each of them respectively) is in accordance with the facts and does not omit anything
likelytoaffecttheimportofsuchinformation.
This information relating to U.S. Bank Trustees Limited, Elavon Financial Services Limited, UK Branch and Elavon
FinancialServices Limitedcontainedin the sectionofthisOffering Circularentitled "DESCRIPTIONOFTHENOTE
TRUSTEE, THE ISSUER SECURITY TRUSTEE, THE CASH MANAGER, THE OPERATING BANK, THE AGENT
BANK,THEPRINCIPALPAYINGAGENTANDREGISTRAR"atpage44hasbeenaccuratelyreproducedandasfaras
the Issuer is aware and is able to ascertain from information published by U.S. Bank Trustees Limited, Elavon
Financial Services Limited, UK Branch and Elavon Financial Services Limited no facts have been omitted which
wouldrenderthereproducedinformationinaccurateormisleading.
This information relating to the Borrowers contained in the section of this Offering Circular entitled "THE
BORROWERS"atpage45hasbeenaccuratelyreproducedandasfarastheIssuerisawareandisabletoascertainfrom
information published bythe Borrowers no facts have been omitted which would render the reproduced information
inaccurateormisleading.
Knight Frank LLP ("Knight Frank") accepts responsibility for the Initial Appraisal. To the best of Knight Frank's
knowledgeandbelief(havingtakenallreasonablecaretoensurethatsuchisthecase),theinformationcontainedinthe
Initial Appraisal is in accordance with the facts and does not omit anything likely to affect the accuracy of such
informationasatthedateofthevaluation.
v
No person is or has been authorised in connection with the issue and sale of the Notes to give any information or to
make any representation not contained in this Offering Circular and, if given or made, such information or
representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Originator, the
Seller,the Arranger, the Lead Manager orany associated bodyofthe Originator,the Seller,the Arrangerorthe Lead
ManageroranyotherIssuerRelatedPartyoranyoftheirrespectiveaffiliatesorshareholdersortheshareholdersofthe
Issuer.Neitherthe deliveryofthisOfferingCircularnoranysaleorallotmentmadeinconnectionwiththeofferingof
any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has
been anychange in the information contained herein since the date hereof or that the information contained herein is
correctasofanytimesubsequenttoitsdate.
THENOTESHAVENOTBEENAPPROVEDORDISAPPROVEDBYTHEUNITEDSTATESSECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINALOFFENCE.
The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer, which
obligationswillbelimitedrecourseobligationsinaccordancewiththetermsthereof.Inparticular,theNoteswillnotbe
obligationsorresponsibilitiesof,orbeguaranteedby,theOriginator,theSeller,theArranger,theLeadManagerorany
associatedbodyoftheOriginator,the Seller, the Arranger,the Lead Manager oranyother IssuerRelatedPartyorany
of their respective affiliates or shareholders or the shareholders of the Issuer and none of such persons accepts any
liabilitywhatsoeverinrespectofanyfailurebytheIssuertomakepaymentofanyamountdueontheNotes.
vi
OFFEREEACKNOWLEDGEMENTS
EachpersonreceivingthisOfferingCircular,byacceptancehereof,herebyacknowledgesthat:
This Offering Circular has been prepared bythe Issuer solelyfor the purpose of offering the Notes described herein.
Notwithstanding any investigation that the Lead Manager may have made with respect to the information set forth
herein, thisOffering Circulardoes notconstitute,and shall notbe construed as, anyrepresentationorwarrantybythe
LeadManageras to theadequacyoraccuracyoftheinformationsetforthherein.DeliveryofthisOfferingCircularto
any person other than a prospective Noteholder and those persons, if any, retained to advise such prospective
Noteholder with respect to the possible offer and sale of the Notes is unauthorised, and any disclosure of any of its
contents for any purpose other than considering an investment in the Notes is strictly prohibited. A prospective
Noteholder shall not be entitled to, and must not rely on this Offering Circular unless it was furnished to such
prospectiveNoteholderdirectlybytheIssuerortheLeadManager.
The obligations of the parties to the transactions contemplated herein are set forth in and will be governed bycertain
documentsdescribedherein,andallofthestatementsandinformationcontainedhereinarequalifiedintheirentiretyby
reference to such documents. This Offering Circular contains summaries, which the Issuer believes to be accurate, of
certainofthesedocuments, butforacompletedescriptionoftherightsandobligationssummarisedherein,referenceis
herebymadetotheactualdocuments,copiesofwhichmay(ongivingreasonablenotice)beobtainedfromthePrincipal
PayingAgent.
EACHPERSONRECEIVING THISOFFERINGCIRCULAR ACKNOWLEDGESTHAT(A)SUCHPERSONHAS
BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL
ADDITIONALINFORMATION CONSIDERED BY ITTO BE NECESSARY TO VERIFY THE ACCURACY OF
ORTO SUPPLEMENT THE INFORMATION HEREIN,(B) SUCH PERSON HAS NOTRELIEDON THE LEAD
MANAGER OR ANY PERSON AFFILIATED WITH THE LEAD MANAGER IN CONNECTION WITH ITS
INVESTIGATIONOF THE ACCURACYOF SUCH INFORMATIONOR ITS INVESTMENTDECISION, (C)NO
PERSONHAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATION
REGARDING THENOTESOTHER THAN ASCONTAINEDHEREIN, AND IF GIVEN ORMADE, ANY SUCH
OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORISED, AND(D)NEITHERTHEDELIVERYOF THISOFFERINGCIRCULARNORANYSALEMADE
HEREUNDERWILLCREATE ANY IMPLICATION THATTHE INFORMATIONHEREIN ISCORRECTAS AT
ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN
BUSINESS,LEGALAND TAXADVISORSFORINVESTMENT, LEGALANDTAXADVICE AND ASTO THE
DESIRABILITYANDCONSEQUENCESOF ANINVESTMENTINTHENOTES.
FORWARD-LOOKINGSTATEMENTS
Certainmatterscontained herein areforward-lookingstatements. Such statementsappear ina numberofplacesin this
Offering Circular, including with respect to assumptions on prepayment and certain other characteristics of the Loan
and reflect significant assumptions and subjective judgments by the Issuer that may or may not prove to be correct.
Such statements may be identified by reference to a future period or periods and the use of forward-looking
terminology such as "may", "will", "could", "believes", "expects", "projects", "anticipates", "continues", "intends",
"plans" or similar terms. Consequently, future results may differ from the Issuer's expectations due to a variety of
factors, including (but not limited to) the economic environment and changes in governmental regulations, fiscal
policy, planningortaxlaws intheUnitedKingdom. Moreover,pastfinancialperformanceshouldnotbeconsidered a
reliableindicatoroffutureperformanceandprospectivepurchasersoftheNotesarecautionedthatanysuchstatements
are not guarantees of performance and involve risks and uncertainties, many of which are beyond the control of the
Issuer.TheLeadManagerhasnotattemptedtoverifyanysuchstatements,nordoesitmakeanyrepresentation,express
orimplied,withrespectthereto.
Prospectivepurchasers shouldtherefore notplace unduereliance onanyoftheseforward-looking statements.Neither
the Issuer nor the Lead Manager assumes any obligation to update these forward-looking statements or to update the
reasonsforwhichactualresultscoulddiffermateriallyfromthoseanticipatedintheforward-lookingstatements.
REFERENCESTOCURRENCIES
AllreferencesinthisOfferingCircularto"sterling"or"pounds",or"£"aretothelawfulcurrencyforthetimebeing
oftheUnitedKingdomofGreatBritainandNorthern Ireland(the"UK" orthe"UnitedKingdom")andreferencesto
"euro" or "Euro" are to the currency introduced at the commencement of the third stage of European economic and
vii
monetaryunionpursuantto the Treatyestablishing the EuropeanCommunity,asamended bythe TreatyonEuropean
Union,asamendedbytheTreatyofAmsterdam.
WebsitesreferredtointhisOfferingCirculardonotformpartoftheOfferingCircular.
INTERPRETATION
ThelanguageofthisOfferingCircularisEnglish.
An index of capitalised terms used in this Offering Circular is set in the section entitled "INDEX OF DEFINED
TERMS"onpage277.
GENERALNOTICETOINVESTORS
Otherthanthe approval bytheCentralBank ofIreland ofthisOffering Circularas a "prospectus" in accordance with
therequirementsoftheProspectusDirective and therelevantimplementingmeasuresin Ireland, no actionhasbeenor
will be taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction
where action for that purpose is required. The distribution of this Offering Circular and the offering of the Notes in
certainjurisdictionsmayberestrictedbylaw.PersonsintowhosepossessionthisOfferingCircular(oranyparthereof)
comes are required by the Issuer and the Lead Manager to inform themselves about, and to observe, any such
restrictions.Neitherthis Offering Circularnoranypartofitconstitutesanofferof,oran invitationbyoronbehalfof
theIssuerortheLeadManagertosubscribefororpurchaseanyoftheNotesandneitherthisOfferingCircular,norany
parthereof,maybeusedfororinconnectionwithanofferto,orsolicitationby,anypersoninanyjurisdictionorinany
circumstancesinwhichsuchofferorsolicitationisnotauthorisedortoanypersontowhomitisunlawfultomakesuch
offerorsolicitation.
ForafurtherdescriptionofcertainrestrictionsonoffersandsalesoftheNotesanddistributionofthisOfferingCircular
(oranyparthereof)seesection"SUBSCRIPTIONANDSALE"atpage181.
viii
REGULATORYDISCLOSURE
The Issueris ofthe opinionthatthetransaction described in thisOffering Circularin connection withtheissuanceof
the Notes (the "Transaction") is not a "securitisation" for the purposes of Article 405 of the CRR, Article 51 of
RegulationNo.231/2013(the"AIFMRegulation")or(onceitcomesintoforce)theSolvencyIIDirective.
Article 4(1)(61) of the CRR defines a "securitisation" as a transaction or scheme, whereby the credit risk associated
with an exposure or pool of exposures is tranched, having both of the following characteristics: (a) payments in the
transaction or scheme are dependent upon the performance of the exposure or pool of exposures; and (b) the
subordinationoftranchesdeterminesthedistributionoflossesduringtheongoinglifeofthetransactionorscheme.
Pursuantto Article4(1)(61)oftheCRRatransactionwillonlybea"securitisation"ifthecreditriskassociatedwithan
exposureorpoolofexposuresistranched.InthecontextoftheTransactionprincipalpaymentsontheLoanreceivedby
or on behalf of the Issuer before enforcement will be passed through to make payments of principal and (after the
delivery of a Note Acceleration Notice) principal and interest on the Notes. The Transaction does not involve the
issuance of a separate class of notes which are subordinated to the Notes in right of any payments. Therefore, an
investmentintheNoteswillnotreflectadifferentdegreeofcreditriskoftheexposuretotheunderlyingLoan.
AlthoughtheTransactionhasthecharacteristicthatthe"paymentsinthetransactionorschemearedependentuponthe
performance ofthe exposure",there isan absence ofcreditrisk tranching.No subordinated notewillbeissued which
canabsorbprincipallossesinordertopermitongoingpaymentstobemadetotheNotes.
Notwithstandingtheforegoinganalysis, eachprospectiveNoteholderisresponsiblefordeterminingitsownregulatory
positionandindependentlyassessingwhetherornotArticle405 oftheCRR,Article51oftheAIFMRegulationorthe
Solvency IIDirective (as the case maybe)will be applied to itsexposureto the Notes. Investorssubjectto the CRR,
theAIFMRegulationor(onceitcomesinto force)theSolvencyIIDirectiveshouldconsulttheirregulatorshouldthey
requireguidanceinrelationto theregulatorycapitaltreatmentthattheirregulatorwouldapplyto aninvestmentinthe
Notes.Article405oftheCRR,Article51oftheAIFMRegulation,theSolvencyIIDirectiveand/oranyfurtherchange
thereto,regulationorregulatorytreatmentofthe Notesforsomeorallinvestorsmay negativelyimpacttheregulatory
position of individual investors and have a negative impact on the price and liquidityof the Notes in the secondary
market.
None of the Issuer, the Originator, the Seller, the Note Trustee, the Issuer Security Trustee, the Lead Manager, the
Arranger, the IssuerCorporateServices Provider noranyother IssuerRelatedPartymakes anyrepresentationthatthe
information described above or in this Offering Circular is sufficient in all circumstances for such purposes. See the
section entitled "RISK FACTORS – C. LEGAL AND REGULATORY REQUIREMENTS –Regulatory initiatives may
resultin increased regulatorycapitalrequirementsand/ordecreased liquidityin respectoftheNotes"ofthisOffering
Circular.
The addressoftheOriginatoris201 SouthMainStreet,5thFloor,SaltLakeCity, Utah84111-2215,UnitedStatesand
oneofthesignificantbusinessactivitiesoftheOriginatoriscommerciallending.
ix
INITIALAPPRAISALDISCLAIMER
The valuationsinthe InitialAppraisalhavebeenusedforthepurposesofthistransactionandthroughoutthisOffering
Circular.PleaseseeAppendix1(InitialAppraisal)fortheInitialAppraisal.
KnightFrankdoesnothaveanymaterialinterestintheIssuer.
KnightFrank(a)hasgiven and has notwithdrawnitswritten consent bothto theinclusioninthisOfferingCircularof
theInitialAppraisalandto referencesto theInitialAppraisalintheformandcontextinwhichtheyappear,and(b)has
authorisedandacceptsresponsibilityforthe InitialAppraisal. Withtheexceptionofthe InitialAppraisal,KnightFrank
doesnotaccept anyliabilityinrelationto the informationcontainedin the OfferingCircularoranyotherinformation
providedbytheIssueroranyotherpartyinconnectionwiththeissueoftheNotes.
Prospective Noteholders should be aware that the valuation of the Properties set out in the Initial Appraisal is
21November2014andwascarriedoutpriortothedateofthisOfferingCircular.KnightFrank hasnotbeenrequested
toupdateorrevisethevaluationofanyofthePropertiesforthepurposesoftheInitialAppraisal,norwillitbeaskedto
do so priorto theissueoftheNotes.Accordingly,theinformationincludedinthe InitialAppraisal maynotreflectthe
current physical, economic, competitive, market or other conditions with respect to the Properties. None of the
Borrowers, the Arranger and the Lead Manager, the Originator, the Seller, the Cash Manager, the Note Trustee, the
Issuer Security Trustee, the Senior Security Trustee, the Facility Agent, the Issuer Corporate Services Provider, the
PrincipalPaying Agent,theAgentBank,theAccountBank,theRegistraroranyother IssuerRelatedPartyoranyother
partyreferredtointhisOfferingCircularareresponsiblefortheinformationcontainedinthe InitialAppraisal.
The information contained in the Initial Appraisal must be considered together with all of the information contained
elsewhere in this Offering Circular, including, without limitation, the statements made in the section entitled "RISK
FACTORS – F. CONSIDERATIONS RELATING TOTHE LOAN AND THE LOAN SECURITY – Valuations". All of
the information contained in the Initial Appraisal is subject to the same limitations, qualifications and restrictions
contained in the other portions of this Offering Circular. Prospective Noteholders are strongly urged to read this
OfferingCircularinitsentiretypriortoaccessingtheInitialAppraisal.
TheOriginatorandtheFacilityAgentengagedKnightFrank(amemberoftheRoyalInstitutionofCharteredSurveyors
("RICS")) to produce an appraisal of the Properties dated 19 December 2014 with an effective valuation date of 21
November 2014 in accordance with the Royal Institution of Chartered Surveyors (RICS) Valuation − Professional
Standards2014 Global&UKeditionincludingtheInternationalValuationStandards. Asummaryofsuchappraisalof
thePropertiesissetoutinAppendix1(InitialAppraisal)ofthisOfferingCircular(the"InitialAppraisal").
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