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

543 Pages·2014·12.35 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
UNDERTHESECURITIESACT)PURCHASINGTHESECURITIESINANOFFSHORETRANSACTION
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 any other use of the offeringcircular. In accessing the offering circular, you agree to be bound bythe
following terms and conditions, including any modifications to them any time you receive any information
fromusasaresultofsuchaccess.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATIONOFANOFFERTOBUYTHESECURITIESOFTHEISSUERINTHEUNITEDSTATES
OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE
NOT 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.
OROTHERJURISDICTION AND THE SECURITIESMAY NOT BE OFFERED OR SOLD WITHINTHE
U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIESACTANDAPPLICABLESTATEORLOCALSECURITIESLAWS.
THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS.
ANY FORWARDING, DISTRIBUTION ORREPRODUCTION OFTHISDOCUMENT IN WHOLE ORIN
PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATIONOFTHESECURITIESACTORTHEAPPLICABLELAWSOFOTHERJURISDICTIONS.
The offering circular has been delivered to you on the basis that you are a person into whose possession this
prospectusmaybelawfullydeliveredinaccordance withthe lawsofthejurisdictioninwhichyouarelocated.
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)youarenotaU.S.person(withinthemeaningofRegulationSundertheSecurities
Act)oractingfortheaccountorbenefitofaU.S.personandtheelectronicmailaddressthatyouhavegivento
usandtowhichthise-mailhasbeendeliveredisnotlocatedintheUnitedStates,itsterritoriesandpossessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
MarianaIslands)ortheDistrictofColumbiaand(d)ifyouareapersonintheUnitedKingdom,thenyouarea
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.
Theofferingcircular hasbeensentto youinanelectronic form.Youareremindedthatdocumentstransmitted
via this medium may be altered or changed during the process of electronic transmission and consequently
neither Merrill Lynch International (in such capacity as the "Arranger" and the "Lead Manager") nor any
personwhocontrolsitnoranydirector,officer,employeenoragentofitoraffiliateofanysuchpersonaccepts
anyliabilityorresponsibilitywhatsoeverinrespectofanydifferencebetweentheofferingdistributedtoyouin
electronicformatandthehardcopyversionavailabletoyouonrequestfromtheLeadManager.
i
TAURUS 2014 FR-1LIMITED
(incorporatedinIrelandwithlimitedliabilitywithregistrationnumber547264)
€328,000,000ClassACommercialMortgageBackedFloatingRateNotesdue2022
€82,000,000ClassBCommercialMortgageBackedFloatingRateNotesdue2022
€100,000ClassXCommercialMortgageBackedFixedRateNotedue2022
InitialPrincipal Interest Relevant Expected FinalMaturity
Notes Amount IssuePrice ReferenceRate Margin(1) MaturityDate(2) Date
three-month
ClassA €328,000,000 100% 1.85percent. 20April2018 20April2022
EURIBOR
three-month
ClassB €82,000,000 100% 3.50percent. 20April2018 20April2022
EURIBOR
SeeCondition5(c)
ClassX €100,000 100% N/A 20April2018 20April2022
and(f)
(1) TheClassANotesandtheClassBNoteswillbearinterestatthree-monthEURIBORplustheRelevantMarginspecifiedabove.TheClass
XNotewillbearinterestatafixedrateassetoutinCondition5(c)(RateofInterest).TheInterestAmountdueandpayableontheClassX
Noteshallbecalculated in accordancewith Condition5(f)(Determination of Ratesof Interest and Calculation of Interest Amountsfor
Notes).
(2) Based (except as provided in the following sentence) on the assumptions set out in "YIELD, PREPAYMENT AND MATURITY
CONSIDERATIONS" at page 146. The maturity date of the Whole Loan is subject to a one year extension option subject to certain
conditions(the"ExtensionOption");theExpectedMaturityDateassumestheExtensionOptionisnotexercised.Seethesectionentitled
"THELOANANDTHERELATEDSECURITY—RepaymentandExtensions"forfurtherdetails.
ClosingDate TheIssuerexpectstoissuetheNotesintheClassessetoutaboveonorabout26August
2014(the"ClosingDate").
CreditEnhancement Subordination of junior ranking Notes. See Condition 3 (Status, Security and Priority)
under"TERMSANDCONDITIONSOFTHENOTES"formoredetail.
RedemptionProvisions Information on any optional and mandatory redemption of the Notes is summarised on
page6"OVERVIEWOFTHETRANSACTION—OVERVIEWOFTHEKEYTERMSOF
THENOTES"andsetoutinfullinCondition6(RedemptionandCancellation).
CreditRatings RatingshavenotbeenrequestedorassignedtotheNotes.
ArrangerandLeadManager
MerrillLynchInternational
ThedateofthisOfferingCircularis22August2014
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
andEUlawpursuanttotheProspectusDirective.ApplicationhasbeenmadetotheIrish
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, any of their affiliates or any other party
namedinthisOfferingCircular.
RetentionUndertaking Bank of America Merrill Lynch International Limited as original lender of the Whole
Loan (in such capacity, the "Retention Holder") will undertake to the Issuer and the
Note Trustee, on behalf of the Noteholders, that it will retain, on an ongoing basis, a
material net economic interest which shall in any event not be less than 5 per cent., in
accordance with 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 "AIFM
Regulation") by retaining the pari passu tranche of the Whole Loan (the "Retained
Pari Passu Tranche") in an amount representing not less that 5 per cent. of the
outstandingprincipalbalance ofthesecuritisedexposureas ofthe ClosingDate. Seethe
sectionentitled"REGULATORYDISCLOSURE"formoredetails.
UnderlyingAssets The Issuer will make paymentson the Notes frompaymentsof (i) principaland interest
received with respect to a €410,000,000 pari passu tranche (the "Loan") of a
€805,000,000 loan (the "Whole Loan") originated by Bank of America Merrill Lynch
International Limited (the "Originator") pursuant to a senior facility agreement dated
27 March 2014 as amended on 18 August 2014 and (ii) its pro rata portion of the
Deferred ArrangementFee. Onthe ClosingDate the Issuer willpurchase the Loan from
the Originator under the Loan Sale Agreement. A pro rata portion of the Deferred
Arrangement Fee will be assigned by the Originator to the Issuer on the Closing Date
pursuanttotheAssignmentAgreement.
TheWholeLoanissecuredbymortgagesovertheCoeurDéfenseofficecomplexlocated
in Courbevoie (Hauts de Seine, France), 7, place de la Défense, 70, 72, 80, 82, 90, 100
and110EsplanadeduGénéralDeGaulle,and10avenue AndréProthinandthesecurity
interestscreatedbytheSenior BorrowerpursuanttotheSeniorSecurityDocuments(the
"RelatedSecurity").
During the life of the Class A Notes and the Class B Notes the Revenue Receipts are
expectedtobesufficienttopaytheinterestamounts
See the sectionsentitled "THE LOANAND RELATED SECURITY", "THE PROPERTY"
and"THESALEOFASSETS"formoredetails.
THE NOTES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIESACT,ORANYSTATESECURITIESLAWSANDTHEISSUERHASNOTBEENREGISTERED
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF
1940 (THE "INVESTMENT COMPANY ACT") IN RELIANCE ON THE EXCLUSION PROVIDED BY
SECTION 3(c)(5)(C) OFTHAT 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.
iii
THE"RISKFACTORS"SECTIONCONTAINSDETAILSOFCERTAINRISKSANDOTHERFACTORSTHAT
SHOULD BE GIVEN PARTICULAR CONSIDERATION BEFORE INVESTING IN THE NOTES.
PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE ISSUES SUMMARISED WITHIN THAT
SECTION.
Ifanywithholdingor deductionfor oronaccountoftaxisapplicable topaymentsofinterestonand/or repayments
ofprincipalofthe Notes, suchpaymentsand/orrepaymentswillbe madesubjecttosuch withholdingordeduction,
withouttheIssuerbeingobligedtopayanyadditionalamountsasaconsequence.
The Notes of each Class will initially be represented by a temporary global note in registered form (each, a
"Temporary Global Note") for such Class of Notes and will be deposited with, and registered in the name of a
nominee for the common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V., 1 Boulevard du
Roi Albert II, 1210 Brussels, Belgium, as operator of the Euroclear system ("Euroclear") and Clearstream
Banking, société anonyme, 42 Avenue J.F. Kennedy, L-1855 Luxembourg ("Clearstream, Luxembourg") on or
abouttheClosingDate.EachTemporaryGlobalNotewillbeexchangeablenotearlierthan40daysaftertheClosing
Date (provided that certification of non U.S. beneficial ownership has been received) for interests in a permanent
global note in registered form, without coupons, for the relevant Class (each, a "Permanent Global Note" and,
together with each Temporary Global Note, the "Global Notes"). The Permanent Global Notes will also be
deposited withandregisteredinthenameofthe CommonDepositary.OwnershipinterestsintheGlobalNoteswill
beshownon,andtransfersthereofwillonlybeeffectedthrough,recordsmaintainedbyEuroclearandClearstream,
Luxembourg and their respective participants. The Global Notes will be exchangeable for Definitive Notes in
registeredformonlyincertainlimitedcircumstancesassetoutinthisOfferingCircular.
iv
IMPORTANTNOTICE
ThedistributionofthisOfferingCircularandtheofferingoftheNotesincertainjurisdictionsmayberestricted
by law. No representation is made by the Issuer, the Originator, the Note Trustee, the Issuer Security Trustee,
the Lead Manager or any other Issuer Related Party that this Offering Circular may be lawfully distributed, or
that the Notes may be lawfully offered in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, and none of them assumes any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer, the Originator, the Note Trustee, the Issuer Security Trustee, the Lead Manager or any other Issuer
RelatedPartywhich wouldpermitapublic offeringofthe NotesordistributionofthisOfferingCircularinany
jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,
directlyorindirectly,andneitherthisOfferingCircularnoranyadvertisementorotherofferingmaterialmaybe
distributed or published, inanyjurisdiction, exceptunder circumstancesthat willresultin compliance withany
applicable laws and regulations and the Lead Manager has represented that all offers and sales by it will be
madeonsuchterms.Personsinto whosepossessionthisOfferingCircularcomesarerequiredbytheIssuerand
theLeadManagertoinformthemselvesaboutandtoobserveanysuchrestrictions.
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the
informationcontainedinthisOfferingCircularisinaccordancewiththefactsanddoesnotomitanythinglikely
toaffecttheimportofsuchinformation.
Where information has been indicated to have been sourced from a third party, the Issuer confirms that this
information has been accuratelyreproduced and that, as far as the Issuer is aware and is able to ascertain from
information published by such third party, no facts have been omitted which would render the reproduced
informationinaccurateormisleading.TheIssuerhasnotverifiedthe figures, marketdata andotherinformation
contained in the publicly available sources and does not assume any responsibility for the accuracy of the
figures,marketdataorotherinformationfromthepubliclyavailablesources.
The Retention Holder accepts responsibility for the information contained in the section of this Offering
Circular entitled "REGULATORY DISCLOSURE" at page ix insofar as it relates to it. To the best of the
knowledgeandbeliefofthe RetentionHolder(havingtakenallreasonablecaretoensurethatsuchisthe case),
the information contained in the section of this Offering Circular entitled "REGULATORY DISCLOSURE" at
pageix(insofarasitrelatestotheRetentionHolder)isinaccordancewiththefactsanddoesnotomitanything
likelytoaffecttheimportofsuchinformation.
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
Circularentitled"DESCRIPTIONOFTHENOTETRUSTEE,THEISSUERSECURITYTRUSTEE,THECASH
MANAGER, THE OPERATING BANK, THE AGENT BANK, THE PRINCIPAL PAYING AGENT AND
REGISTRAR"atpage47(insofarasthesamerelatestoeachofthemrespectively).Tothebestoftheknowledge
andbeliefofU.S.BankTrusteesLimited,ElavonFinancialServicesLimited,UKBranchandElavonFinancial
Services Limited (each having taken all 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 47 (insofar as the same relates to each of them
respectively) is in accordance with the facts and does not omit anything likely to affect the import of such
information.
This information relating to U.S. Bank Trustees Limited, Elavon Financial Services Limited, UK Branch and
Elavon Financial Services Limited 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 47 has been
accurately reproduced and as far as 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
Limitednofactshavebeenomittedwhichwouldrenderthereproducedinformationinaccurateormisleading.
TheSeniorBorroweracceptsresponsibilityfortheinformationcontainedinthesectionofthisOfferingCircular
entitled "THE SENIOR BORROWER" at page 48. To the best of the knowledge and belief of the Senior
Borrower (having taken all reasonable care to ensure that such is the case), the information contained in the
v
sectionofthisOfferingCircularentitled"THESENIORBORROWER"atpage48isinaccordancewiththefacts
anddoesnotomitanythinglikelytoaffecttheimpactofsuchinformation.
ThisinformationrelatingtotheSeniorBorrowercontainedinthesectionofthisOfferingCircularentitled"THE
SENIORBORROWER"atpage48hasbeenaccuratelyreproducedandasfarastheIssuerisawareandisableto
ascertain from information published by the Senior Borrower no facts have been omitted which would render
thereproducedinformationinaccurateormisleading.
Cushman & Wakefield Expertise ("Cushman & Wakefield") accepts responsibility for the Initial Appraisal.
To the best of Cushman & Wakefield's knowledge and belief (having taken all reasonable care to ensure that
suchisthe case), the informationcontained inthe Initial Appraisalisinaccordance withthe factsand doesnot
omitanythinglikelytoaffecttheaccuracyofsuchinformationasatthedateofthevaluation.
NopersonisorhasbeenauthorisedinconnectionwiththeissueandsaleoftheNotestogiveanyinformationor
to make any representation not contained in this Offering Circular and, if given or made, such information or
representationmustnotberelieduponashavingbeenauthorisedbyoronbehalfoftheIssuer,theOriginatoror
any associated body of the Originator or of or by the Lead Manager, the Retention Holder or any other Issuer
Related Party or any of their respective affiliates or shareholders or the shareholders of the Issuer. Neither the
delivery of this Offering Circular nor any sale or allotment made in connection with the offering of any of the
Notes shall, under any circumstances, constitute a representation or create any implication that there has been
anychangeintheinformationcontainedhereinsincethedatehereoforthattheinformationcontainedhereinis
correctasofanytimesubsequenttoitsdate.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY
OTHERREGULATORYAUTHORITY,NORHAVEANYOFTHEFOREGOINGAUTHORITIESPASSED
UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION
TOTHECONTRARYISACRIMINALOFFENCE.
The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer,
which obligations will be limited recourse obligations in accordance with the terms thereof. In particular, the
Noteswillnotbeobligationsorresponsibilitiesof,orbeguaranteedby,theOriginatororanyassociatedbodyof
theOriginatororbytheLeadManager,theOriginator,theRetentionHolderoranyotherIssuerRelatedPartyor
any of their respective affiliates or shareholders or the shareholders of the Issuer and none of such persons
accepts anyliability whatsoever in respect of any failure by the Issuer to make payment of anyamount due on
theNotes.
OFFEREEACKNOWLEDGEMENTS
EachpersonreceivingthisOfferingCircular,byacceptancehereof,herebyacknowledgesthat:
This Offering Circular has been prepared by the Issuer solely for 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, this Offering Circular does not constitute, and shall not be construed as, any
representation or warranty by the Lead Manager as to the adequacy or accuracy of the information set forth
herein. Delivery of this Offering Circular to any person other than a prospective investor and those persons, if
any, retained to advise such prospective investor with respect to the possible offer and sale of the Notes is
unauthorised, and anydisclosure ofanyofitscontents for anypurpose other thanconsideringaninvestmentin
theNotesisstrictlyprohibited.Aprospectiveinvestorshallnotbeentitledto,andmustnotrelyonthisOffering
CircularunlessitwasfurnishedtosuchprospectiveinvestordirectlybytheIssuerortheLeadManager.
The obligations of the parties to the transactions contemplated herein are set forth in and will be governed by
certain documents described herein, and all of the statements and information contained herein are qualified in
their entirety by reference to such documents. This Offering Circular contains summaries, which the Issuer
believes to be accurate, of certain of these documents, but for a complete description of the rights and
obligations summarised herein, reference is hereby made to the actual documents, copies of which may (on
givingreasonablenotice)beobtainedfromthePrincipalPayingAgent.
EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT (A) SUCH
PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS
vi
RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO
VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN, (B) SUCH
PERSON HAS NOT RELIED ON THE LEAD MANAGER OR ANY PERSON AFFILIATED WITH THE
LEAD MANAGER IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH
INFORMATION OR ITS INVESTMENT DECISION, (C) NO PERSON HAS BEEN AUTHORISED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THE NOTES
OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE, ANY SUCH OTHER
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORISED, AND (D)NEITHERTHEDELIVERYOFTHISOFFERING CIRCULARNORANY SALE
MADE HEREUNDER WILL CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS AT ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE PURCHASER
SHOULD CONSULT ITSOWN BUSINESS, LEGAL AND TAX ADVISORSFORINVESTMENT, LEGAL
ANDTAXADVICEANDASTOTHEDESIRABILITYANDCONSEQUENCESOFANINVESTMENTIN
THENOTES.
FORWARD-LOOKINGSTATEMENTS
Certain matterscontained hereinare forward-lookingstatements. Suchstatementsappear ina number ofplaces
inthisOffering Circular, including withrespectto assumptionsonprepaymentand certainother characteristics
of the Loan and reflect significant assumptions and subjective judgments by the Issuer that may or may not
prove to becorrect. Suchstatements maybe identified byreference to a future period orperiodsand 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
expectationsduetoavarietyoffactors,including(butnotlimitedto)theeconomicenvironmentandchangesin
governmental regulations, fiscal policy, planning or tax laws in Ireland and France. Moreover, past financial
performance should not be considered a reliable indicator of future performance and prospective purchasers of
the Notes are cautioned that any such statements are not guarantees of performance and involve risks and
uncertainties,manyofwhicharebeyondthecontroloftheIssuer.TheLeadManagerhasnotattemptedtoverify
anysuchstatements,nordoesitmakeanyrepresentation,expressorimplied,withrespectthereto.
Prospective purchasers should therefore not place undue reliance on any of these forward-looking statements.
Neither the Issuer nor the Lead Manager assumesanyobligationto update these forward-lookingstatementsor
to update the reasons for which actual results could differ materially from those anticipated in the forward-
lookingstatements.
REFERENCESTOCURRENCIES
All references in this document to "euro" or "Euro" or "EUR" or "€" are to the currency introduced at the
commencementofthethirdstageofEuropeaneconomicandmonetaryunionpursuanttotheTreatyestablishing
the European Community, as amended by the Treaty on European Union, as amended by the Treaty of
Amsterdam, and references to "$" or "dollar" are references to the lawful currency of the United States of
America.
INTERPRETATION
ThelanguageofthisProspectusisEnglish.Certainlegislativereferencesandtechnicaltermshavebeencitedin
theiroriginallanguageinorderthatthecorrecttechnicalmeaningmaybeascribedtothemunderapplicablelaw.
An index of capitalised terms used in this Offering Circular is set in the section entitled "Index of Defined
Terms"onpage526.
GENERALNOTICETOINVESTORS
OtherthantheapprovalbytheCentralBankofIrelandofthisOfferingCircularasa"prospectus"inaccordance
withtherequirementsofthe ProspectusDirective andtherelevantimplementingmeasuresinIreland,noaction
hasbeenor willbetakentopermitapublicofferingofthe NotesorthedistributionofthisOfferingCircularin
any jurisdiction where action for that purpose is required. The distribution of this Offering Circular and the
offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Circular (or any part hereof) comes are required by the Issuer and the Lead Manager to inform
themselves about, and to observe, any such restrictions. Neither this Offering Circular nor any part of it
vii
constitutes an offer of, or an invitation by or on behalf of the Issuer or the Lead Manager to subscribe for or
purchase any of the Notes and neither this Offering Circular, nor any part hereof, may be used for or in
connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which
such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or
solicitation.
Forafurtherdescriptionofcertainrestrictionsonoffersand salesofthe NotesanddistributionofthisOffering
Circular(oranyparthereof)seesection"SUBSCRIPTIONANDSALE"atpage200.
viii
REGULATORYDISCLOSURE
RetentionStatement
Bank of America Merrill Lynch International Limited, as original lender, will retain a material net economic
interestofnotlessthan5percent.inthesecuritisationdescribedinthisOfferingCircularinaccordancewiththe
text of each of Article 405 of the CRR and Article 51 of the AIFM Regulation (which, in each case, does not
takeintoaccountanycorrespondingnationalmeasures).AsattheClosingDate,suchinterestwillbecomposed
of at least a 5 per cent. interest in the securitised exposure in the form of the Retained Pari Passu Tranche as
requiredbythetextofeachofArticle405andArticle51oftheAIFMRegulation.Anychangetothemannerin
which such interest is held will be notified to Noteholders. Bank of America Merrill Lynch International
Limited will undertake to the Lead Manager, the Issuer and the Note Trustee, on behalf of the Noteholders, to
confirm its ongoing retention of the applicable net economic interest on each Distribution Date (which may by
wayofemail)andanychangetothemannerinwhichsuchinterestisheldwillbenotifiedtotheIssuer,theNote
TrusteeandtheNoteholders.
Disclosuretoinvestors
WithaviewtocompliancewithArticle409oftheCRRandArticle52(e)to(g)ofAIFMRegulation,theIssuer
willundertakepursuanttotheNoteTrustDeedtotheNoteTrustee,onbehalfoftheNoteholders,thatitwillon
each Distribution Date, make available to the Noteholders all information received by it or the Cash Manager,
onitsbehalf,fromtheSeniorBorrowerFacilityAgentundertheLoanAgreementinrespectoftheimmediately
precedingLoanPaymentDate.Suchloanlevelinformation(the"LoanLevelInformation")willinclude:
(a) acompliancecertificatedeliveredbytheSeniorBorrowertotheSeniorBorrowerFacilityAgentsetting
out the minimum interest coverage ratio, loan to value ratio and other financial ratio covenant
compliance of the Whole Loan calculated in accordance with the methodologies for determining
compliancewiththerelatedcovenantsandprovisionspursuanttotheLoanAgreementtogetherwithan
appendixsettingoutthecalculationsusedbytheSeniorBorrowerinestablishingthefiguresreferredto
insuchcertificate;
(b) aquarterlyinformationreportinrespectofthePropertyandthebusinessoftheSeniorBorrower;and
(c) totheextentdeliverablebytheSeniorBorroweronaparticularDistributionDate,allotherinformation
provided by the Senior Borrower pursuant to the information covenants contained in the Loan
Agreement.
AftertheClosingDate,theCashManagerwillpreparequarterlyinvestorreportswhichwillincludeinformation
in relation to the amount of Revenue Receipts and Principal Receipts received by or on behalf of the Issuer
under the Loan Agreement with respect to each Interest Period. The Cash Manager will after each Distribution
DatepublishallLoanLevelInformationprovidedtoitbytheIssuerordirectlybytheSeniorBorrowerFacility
Agentinrelationto the immediatelyprecedingInterestPeriod together with the quarterly investor reporton its
websitecurrentlylocatedatwww.usbank.com/abs.
Investorstoassesscompliance
Each prospective investor is required independently to assess and determine the sufficiency of the information
described above for the purposes of complying with each of Part Five of the CRR (including Article 405) and
Section Five of Chapter III of the AIFM Regulation (including Article 51) (the "Securitisation
Requirements") and none of the Issuer, the Originator, the Retention Holder, the Note Trustee, the Issuer
Security Trustee, the Lead Manager, the Issuer Corporate Services Provider nor any other Issuer Related Party
makes any representation that the information described above or in this Offering Circular is sufficient in all
circumstancesforsuchpurposes.Inaddition,eachprospectiveNoteholdershouldensurethattheycomply with
the implementing provisions in respect of the Securitisation Requirements in their relevant jurisdiction.
Investors who are uncertainasto the requirements whichapplyto theminrespectoftheir relevantjurisdiction,
shouldseekguidancefromtheirregulator.
ix
For further information on the requirements referred to above and the corresponding risks, please refer to the
sectionofthisOfferingCircularentitled"RISKFACTORS–G.LEGALANDREGULATORYREQUIREMENTS
– regulatory initiatives may result in increased regulatory capital and/or decreased liquidity in respect of the
Notes".
x