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Offering Memorandum Offering Memorandum CANYON CAPITAL CLO 2012-1, LTD. CANYON CAPITAL CLO 2012-1, LLC U.S.$ 3,000,000 Class X Senior Notes Due 2015 U.S.$ 200,000,000 Class A Senior Notes Due 2024 U.S.$ 41,000,000 Class B-1 Senior Notes Due 2024 U.S.$ 7,500,000 Class B-2 Senior Notes Due 2024 U.S.$ 24,000,000 Class C Deferrable Mezzanine Notes Due 2024 U.S.$ 14,500,000 Class D Deferrable Mezzanine Notes Due 2024 U.S.$ 14,000,000 Class E Deferrable Junior Notes Due 2024 U.S.$ 37,500,000 Subordinated Notes Due 2024 The Secured Notes will be secured by a portfolio of assets to be managed by Canyon Capital Advisors LLC, consisting primarily of senior secured loans, senior secured notes, second lien loans, senior secured bonds, senior unsecured loans and senior unsecured bonds. The attached term sheet (the "Term Sheet") and base offering memorandum (the "Base"), together with this introductory statement (this "Introductory Statement"), constitute the "Offering Memorandum." None of the Base, the Term Sheet or this Introductory Statement may be used to offer or sell Securities unless accompanied by all other components of the Offering Memorandum. Investing in the Securities involves risks. See "Risk Factors" beginning on page 34. Significant restrictions apply to the status of Securityholders and the transfer of Securities. See "Transfer Restrictions" beginning on page 122. The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other relevant jurisdiction. Neither of the Issuers will be registered under the U.S. Investment Company Act in reliance on the exemption provided by Section 3(c)(7) thereof. The Securities will be offered and sold in transactions exempt from registration under the U.S. Securities Act (a) to persons that are both (i) Qualified Institutional Buyers (or, in the case of Subordinated Notes, Accredited Investors) and (ii) Qualified Purchasers (or in the case of Subordinated Notes, Knowledgeable Employees) or companies beneficially owned exclusively by Qualified Purchasers (or in the case of Subordinated Notes, Knowledgeable Employees) and (b) outside the United States to non-U.S. Persons in reliance on Regulation S. It is a condition of the issuance of the Securities that the Class X Notes and the Class A Notes be rated Aaa (sf) by Moody’s and AAA (sf) by S&P; the Class B-1 Notes be rated at least AA (sf) by S&P; the Class B-2 Notes be rated at least AA (sf) by S&P; the Class C Notes be rated at least A (sf) by S&P; the Class D Notes be rated at least BBB (sf) by S&P; and the Class E Notes be rated at least BB (sf) by S&P. The Subordinated Notes will not be rated. Application has been made to the Irish Stock Exchange Limited (the "Irish Stock Exchange") for the Securities (other than the Class X Notes) to be admitted to the Official List (the "Official List") and trading on its Global Exchange Market. This Offering Memorandum constitutes a listing particulars for the purpose of the application and has been approved by the Irish Stock Exchange. There can be no assurance that such listing will be granted or maintained. The Class X Notes will not be listed on any securities exchange. Morgan Stanley & Co. LLC expects to offer the Securities in individually negotiated transactions and to deliver the Securities to purchasers on or about the Closing Date. It is a condition of the issuance of the Securities that all of the Securities are issued concurrently. January 23, 2013 ____________________ MORGAN STANLEY Sole Bookrunner TABLE OF CONTENTS Important Notice Regarding The Securities...........................................................................................xiii Available Information.............................................................................................................................xv Forward-Looking Statements.................................................................................................................xvi Term Sheet ....................................................................................................................................................1 General Terms...........................................................................................................................................1 The Collateral Assets ................................................................................................................................8 Sales and Purchases ................................................................................................................................11 Collateral Quality Tests ..........................................................................................................................16 Coverage Tests, Interest Diversion Test and Other Tests .......................................................................21 Priorities of Payment...............................................................................................................................24 Certain Transaction Parties .....................................................................................................................29 Security Identifying Numbers.................................................................................................................32 Listing and General Information.............................................................................................................33 Legal Matters ..........................................................................................................................................33 Base Offering Memorandum.......................................................................................................................34 Risk Factors.............................................................................................................................................34 Description of Certain Terms of the Securities.......................................................................................63 The Indenture ..........................................................................................................................................71 The Collateral Management Agreement .................................................................................................81 Hedge Agreements..................................................................................................................................87 Certain Issuer Accounts ..........................................................................................................................88 ETB Subsidiary.......................................................................................................................................91 Transaction Parties..................................................................................................................................92 Maturity and Prepayment Considerations...............................................................................................95 Plan of Distribution.................................................................................................................................96 Settlement and Clearing..........................................................................................................................98 U.S. Federal Income Tax Considerations .............................................................................................102 Cayman Islands Tax Considerations.....................................................................................................116 ERISA Considerations ..........................................................................................................................118 Transfer Restrictions.............................................................................................................................122 Glossary ................................................................................................................................................134 Index of Defined Terms ........................................................................................................................180 Any non-English language text that is included within this document is for convenience purposes only and does not form part of this Offering Memorandum. New Hampshire NOTICE TO RESIDENTS OF NEW HAMPSHIRE FOR NEW HAMPSHIRE RESIDENTS ONLY: 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 (THE "RSA") 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 OF NEW HAMPSHIRE 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. Australia NOTICE TO RESIDENTS OF AUSTRALIA No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia ("Corporations Act")) in relation
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