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Midocean Credit CLO I Barclays FINAL OFFERING CIRCULAR (IRISH LISTING) MidOcean Credit CLO I MidOcean Credit CLO I LLC U.S.$210,500,000 Class A-1-RR Senior Secured Floating Rate Notes due 2024 U.S.$39,000,000 Class A-2-RR Senior Secured Floating Rate Notes due 2024 U.S.$22,000,000 Class B-RR Senior Secured Deferrable Floating Rate Notes due 2024 U.S.$13,500,000 Class C-RR Senior Secured Deferrable Floating Rate Notes due 2024 U.S.$11,400,000 Class D-RR Secured Deferrable Floating Rate Notes due 2024 The Issuer’s investment portfolio consists primarily of bank loans and Participation Interests in bank loans. The portfolio is being managed by MidOcean Credit Fund Management LP. The Notes will be sold at negotiated prices determined at the time of sale. See “Plan of Distribution” beginning on page 74. Investing in the Notes involves risks. See “Risk Factors” beginning on page 18. It is a condition of the issuance of the Notes that Moody’s has assigned a rating to the Class A-1-RR Notes are rated “Aaa (sf)” and S&P has assigned a rating to (i) the Class A-1-RR Notes of “AAA(sf),” (ii) the Class A-2-RR Notes of at least “AA(sf),” (iii) the Class B-RR Notes of at least “A(sf),” (iv) the Class C-RR Notes of at least “BBB(sf)” and (v) the Class D-RR Notes of at least “BB(sf).” See “Risk Factors—Ratings on the Secured Notes.” THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND NEITHER CO-ISSUER HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE NOTES ARE BEING OFFERED ONLY (I) TO NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S AND (II) TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS THAT ARE QUALIFIED INSTITUTIONAL BUYERS THAT ARE ALSO QUALIFIED PURCHASERS. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLERS OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR BY SECTION 4(a)(2) THEREUNDER. EACH PURCHASER OF A SECURITY WILL MAKE OR BE DEEMED TO MAKE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFER, SEE “TRANSFER RESTRICTIONS” BEGINNING ON PAGE 83 . Application has been made to the Irish Stock Exchange for the Listed Notes to be admitted to the Official List and trading on its Global Exchange Market. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock Exchange. The Issuer intends to qualify for the “loan securitization” exclusion set forth in the implementing regulations of the Volcker Rule. Investment by entities subject to ERISA and similar laws is subject to restrictions. See “Certain ERISA and Related Considerations” beginning on page 72. The Notes are expected to be delivered to investors in book-entry form through The Depository Trust Company and its participants and indirect participants, including, without limitation, Euroclear and Clearstream (or, in the case of Certificated Notes, in physical form), on or about February 13, 2018. Initial Purchaser Barclays February 13, 2018 TABLE OF CONTENTS IMPORTANT INFORMATION REGARDING THIS OFFERING CIRCULAR AND THE NOTES ....... iv IMPORTANT INFORMATION REGARDING OFFERS AND SALES OF THE NOTES .......................... v NOTICE TO FLORIDA RESIDENTS .......................................................................................................... vi FORWARD-LOOKING STATEMENTS ..................................................................................................... vi CERTAIN DEFINITIONS AND RELATED MATTERS ........................................................................... vii SUMMARIES OF DOCUMENTS ............................................................................................................... vii AVAILABLE INFORMATION .................................................................................................................. vii SUMMARY OF TERMS ................................................................................................................................ 1 RISK FACTORS ........................................................................................................................................... 18 Relating to the Notes ................................................................................................................................ 18 Relating to Tax Matters ........................................................................................................................... 22 Relating to the Collateral ......................................................................................................................... 23 Relating to the Portfolio Manager ............................................................................................................ 28 Relating to Conflicts of Interest ............................................................................................................... 34 Relating to Legal Considerations ............................................................................................................. 37 THE PORTFOLIO MANAGER ................................................................................................................... 40 General ..................................................................................................................................................... 40 Key Personnel .......................................................................................................................................... 40 THE PORTFOLIO MANAGEMENT AGREEMENT ................................................................................. 47 General ..................................................................................................................................................... 47 Liability of the Portfolio Manager ........................................................................................................... 48 Assignment .............................................................................................................................................. 48 Amendments ............................................................................................................................................ 49 Removal, Resignation and Replacement of the Portfolio Manager ......................................................... 49 Conflicts of Interest ................................................................................................................................. 52 Compensation of the Portfolio Manager .................................................................................................. 53 THE DESIGNATED SUCCESSOR MANAGER ........................................................................................ 55 General ..................................................................................................................................................... 55 PGIM, Inc. ............................................................................................................................................... 55 Personnel .................................................................................................................................................. 55 THE DESIGNATED SUCCESSOR MANAGEMENT AGREEMENT ...................................................... 58 Designated Successor Management Fee .................................................................................................. 59 CREDIT RISK RETENTION ....................................................................................................................... 60 THE CO-ISSUERS........................................................................................................................................ 62 General ..................................................................................................................................................... 62 Capitalization of the Issuer ...................................................................................................................... 63 Business of the Co-Issuers ....................................................................................................................... 63 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 65 In General ................................................................................................................................................ 65 Tax Treatment of the Issuer ..................................................................................................................... 65 Withholding and Gross Income Taxes ..................................................................................................... 66 Taxation in Respect of a Blocker Subsidiary. .......................................................................................... 66 Issuance of the Notes ............................................................................................................................... 67 Tax Treatment of U.S. Holders of Replacement Notes ............................................................................ 67 Tax Treatment of Tax-Exempt U.S. Holders of the Replacement Notes ................................................. 68 Tax Treatment of Non-U.S. Holders of the Replacement Notes .............................................................
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