Broad Street Loan Partners 2013 Europe, L.P
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Broad Street Loan Partners 2013 Europe, L.P. (a Scottish limited partnership registered under the United Kingdom Limited Partnerships Act 1907 with registration number SL12497) $491,894,690 principal amount of U.S. dollar denominated Class A-2 Notes due 2020 €308,658,096 principal amount of Euro denominated Class A-2 Notes due 2020 The assets securing the Class A-2 Notes will consist primarily of a portfolio of loans and senior secured and unsecured notes as described herein in respect of which Goldman, Sachs & Co. is acting as collateral servicer (the “Collateral Servicer”). Broad Street Loan Partners 2013 Europe, L.P. (the “Issuer”) has issued $491,894,690 principal amount of senior secured delayed draw U.S. dollar denominated Class A-2 Notes due 2020 and €308,658,096 principal amount of senior secured delayed draw Euro denominated Class A-2 Notes due 2020 (collectively, the “Class A-2 Notes”). Application has been made for the Class A-2 Notes to be admitted to the Official List of the Irish Stock Exchange (the “Official List”) and traded on the Global Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”). This Supplemental Offering Memorandum dated September 18, 2014 (this “Supplemental Memorandum”) must be read in conjunction with the Confidential Offering Memorandum of the Issuer dated February 2013 (attached as Exhibit A) (as amended and supplemented from time to time, including the First Supplement dated May 2013 (attached as Exhibit B) (“Supplement 1”), the Second Supplement dated June 2013 (attached as Exhibit C) (“Supplement 2”), the Third Supplement dated July 2013 (attached as Exhibit D) (“Supplement 3”), and the Fourth Supplement dated June 2014 (attached as Exhibit E) (“Supplement 4”), collectively, the “Memorandum”). For the avoidance of doubt, the information in each Exhibit is accurate only as of the date on the cover page of such Exhibit. The Supplemental Memorandum and the Memorandum together comprise the listing particulars (the “Listing Particulars”) for the purposes of this application and have been approved by the Irish Stock Exchange. For the avoidance of doubt, this Listing Particulars does not comprise a prospectus for the purposes of the Directive 2003/71/EC (the “Prospectus Directive”) and has not been reviewed or approved by the Central Bank of Ireland (the “Central Bank”). For the avoidance of doubt, all references to the Confidential Offering Memorandum, Supplement 1, Supplement 2, Supplement 3 and Supplement 4 being confidential do not relate to their inclusion in this Listing Particulars. All references to the “Irish Stock Exchange Limited” in the Confidential Offering Memorandum, Supplement 1, Supplement 2, Supplement 3 and Supplement 4 should be taken to read “Irish Stock Exchange Plc” for the purposes of this Listing Particulars. The Issuer accepts responsibility for the information contained in this Listing Particulars. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. September 18, 2014 1 Page 1 of 150 TABLE OF CONTENTS Page Supplemental Memorandum..................................................................................................................1 Confidential Offering Memorandum of the Issuer dated February 2013..............................................10 First Supplement dated May 2013......................................................................................................137 Second Supplement dated June 2013................................................................................................141 Third Supplement dated July 2013......................................................................................................143 Fourth Supplement dated June 2014..................................................................................................147 2 Page 2 of 150 Introduction The information appearing in this Supplemental Memorandum is supplemental to, forms part of and must be read and construed in conjunction with the Memorandum. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Memorandum or in the indenture dated as of June 28, 2013 (as amended, the “Indenture”) under which the Class A-2 Notes were issued. To the extent that there is any inconsistency between any statement in (a) this Supplemental Memorandum or (b) any statement in the Memorandum, the statements in (a) will prevail. The Class A-2 Notes Closings On June 27, 2014, the Issuer issued $491,894,690 principal amount of senior secured delayed draw U.S. dollar denominated Class A-2 Notes due 2020 and €308,658,096 principal amount of senior secured delayed draw Euro denominated Class A-2 Notes due 2020. The Class A-2 Notes will rank pari passu without any preference among themselves for all purposes. The Maturity Date of the Class A-2 Notes is June 28, 2020. Minimum Denominations The U.S. Dollar denominated Class A-2 Notes are issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof (other than fractional amounts as a result of the stated aggregated principal amount of the U.S. Dollar denominated Class A-2 Notes). The Euro denominated Class A-2 Notes are issued in minimum denominations of €200,000 and integral multiples of €1,000 in excess thereof (other than fractional amounts as a result of the stated aggregated principal amount of the Euro denominated Class A-2 Notes). ISINs The International Securities Identification Number (“ISIN”) for the Class A-2 Notes is as follows: US$ Class A-2 Notes GB00BQT3W166 Euro Class A-2 Notes GB00BQT3W273 Use of Proceeds The Issuer may use the proceeds from the issuance of the Class A-2 Notes primarily to purchase a portfolio of loans and senior secured and unsecured notes. Interest Determination of Interest Rate The Collateral Servicer has been designated by the Issuer to determine LIBOR and EURIBOR for each Interest Accrual Period. The Collateral Servicer will determine LIBOR and EURIBOR for each Interest Accrual Period on the second business day preceding the first day of each Interest Accrual Period (each, an “Interest Determination Date”). The Issuer shall or shall require the Collateral Servicer to provide to The Bank of New York Mellon in its capacity as trustee (the “Trustee”) the interest rate pertaining to each payment date with respect to the Class A-2 Notes (each, a “Payment Date”) on the Interest Determination Date preceding the current Payment Date. 3 Page 3 of 150 “LIBOR” for any Interest Accrual Period will be determined by the Collateral Servicer on the second London banking day prior to the first day of such Interest Accrual Period (the “LIBOR Determination Date”) in accordance with the following provisions: (i) LIBOR for any Interest Accrual Period shall equal the rate, as determined by the Collateral Servicer, for the one-month term which appears on BLOOMBERG Screen LR (or any replacement page thereof) as reported by Reuters at approximately 11:00 a.m., London time on the LIBOR Determination Date; or (ii) if, on any LIBOR Determination Date, such rate does not appear on the BLOOMBERG Screen LR (or any replacement page thereof), the Collateral Servicer shall determine the arithmetic mean of the rates notified to the Collateral Servicer at its request by reference banks as the rate at which deposits for the one-month term are offered for the same period as that Interest Accrual Period by those reference banks to prime banks at approximately 11.00 a.m. (Brussels time) on the LIBOR Determination Date; or (iii) if, on any LIBOR Determination Date, at least two of the reference banks provide such offered quotations to the Collateral Servicer the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those reference banks providing such quotations; or (iv) if, on any LIBOR Determination Date one only or none of the reference banks provides such an offered quotation, LIBOR for such Interest Accrual Period shall be the rate at which deposits in such currency in the amount of $1,000,000 and for a maturity comparable to such Interest Accrual Period are offered by the principal London office of the Trustee in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the Payment Date. For the purposes of clauses (ii) and (iii) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one thirty-second of a percentage point and for purposes of clause (iv) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 being rounded upwards). “EURIBOR” for any Interest Accrual Period will be equal to the Euro-zone inter-bank market offered rate for Euro deposits, as determined by the Collateral Servicer on the second London banking day prior to the first day of such Interest Accrual Period (the “EURIBOR Determination Date”) in accordance with the following provisions: (i) EURIBOR for any Interest Accrual Period shall equal the rate, as determined by the Collateral Servicer, for Euro deposits for the one-month term which appears on BLOOMBERG Screen BTMM EU (or any replacement page thereof) as reported by Reuters at approximately 11:00 a.m., London time on the EURIBOR Determination Date; or (ii) if,