Collybus CDO Offering Document.Pdf
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If you are not the intended recipient of this message, please do not distribute or copy the information contained in this e-mail, but instead, delete and destroy all copies of this e-mail. DISCLAIMER Attached please find an electronic copy of the Offering Circular dated November 21, 2007 (the “Offering Circular”) relating to the offering by Collybus CDO I Ltd. and Collybus CDO I Corp. of certain Offered Securities (the “Offering”). The information contained in the electronic copy of the Offering Circular has been formatted in a manner which should exactly replicate the printed Offering Circular; however, physical appearance may differ and other discrepancies may occur for various reasons, including electronic communication difficulties or particular user equipment. The user of this electronic copy of the Offering Circular assumes the risk of any discrepancies between it and the printed version of the Offering Circular. Neither this e-mail nor the attached Offering Circular constitutes an offer to sell or the solicitation of an offer to buy the securities described in the Offering Circular in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In order to be eligible to view this e-mail and/or access the Offering Circular or make an investment decision with respect to the securities described therein, you must either (i) be a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended who is also a “Qualified Institutional Buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) not be a “U.S. person” within the meaning of Regulation S under the Securities Act. By opening the attached documents and accessing the Offering Circular, you agree to accept the provisions of this page and consent to the electronic transmission of the Offering Circular. THIS E-MAIL IS NOT TO BE DISTRIBUTED OR FORWARDED TO ANY PERSON OTHER THAN THE PERSON RECEIVING THIS ELECTRONIC TRANSMISSION FROM CANTOR FITZGERALD & CO. AS PLACEMENT AGENT AND ANY PERSON RETAINED TO ADVISE THE PERSON RECEIVING THIS ELECTRONIC TRANSMISSION WITH RESPECT TO THE OFFERING CONTEMPLATED IN THE OFFERING CIRCULAR AND IS NOT TO BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FURTHER DISTRIBUTION, FORWARDING OR REPRODUCTION OF THIS EMAIL IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT. A PROSPECTUS PREPARED PURSUANT TO THE PROSPECTUS DIRECTIVE WILL BE PUBLISHED, WHICH CAN BE OBTAINED FROM THE WEBSITE OF THE FINANCIAL REGULATOR IN IRELAND. NOTICE TO NEW HAMPSHIRE RESIDENTS 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 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 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. U.S.$90,000,000 Class A-1 Senior Secured Floating Rate Notes due 2047 U.S.$675,000,000 Class A-2 Senior Secured Floating Rate Notes due 2047 U.S.$55,000,000 Class A-3 Senior Secured Floating Rate Notes due 2047 U.S.$53,000,000 Class B Senior Secured Floating Rate Notes due 2047 U.S.$35,000,000 Class C Deferrable Senior Secured Floating Rate Notes due 2047 U.S.$44,000,000 Class D Deferrable Senior Secured Floating Rate Notes due 2047 U.S.$60,583,157.67 Subordinate Securities Backed Primarily by a Portfolio of Residential Mortgage-Backed Securities Collybus CDO I Ltd. Collybus CDO I Corp. Collybus CDO I Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), and Collybus CDO I Corp., a Delaware corporation (the “Co- Issuer” and, together with the Issuer, the “Co-Issuers”) will issue the Class A-1 Senior Secured Floating Rate Notes (the “Class A-1 Notes”), the Class A-2 Senior Secured Floating Rate Notes (the “Class A-2 Notes), the Class A-3 Senior Secured Floating Rate Notes, (the “Class A-3 Notes” and, together with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”), the Class B Senior Secured Floating Rate Notes (the “Class B Notes”), the Class C Deferrable Senior Secured Floating Rate Notes (the “Class C Notes”) and the Class D Deferrable Senior Secured Floating Rate Notes (the “Class D Notes” and, together with the Class A Notes, Class B Notes and Class C Notes, the “Co-Issued Notes” or the “Notes”), in the respective principal amounts set forth above. Concurrently with the issuance of the Notes, the Issuer will also issue U.S.$60,583,157.67 Subordinate Securities (the “Subordinate Securities” and, collectively with the Notes, the “Offered Securities”) pursuant to the Fiscal Agency Agreement. The Notes will be issued and secured pursuant to an Indenture dated as of November 9, 2007 (the “Indenture”) among the Issuer, the Co-Issuer and Wells Fargo Bank, N.A., as Trustee (the “Trustee”). It is a condition to the issuance of the Offered Securities that the Class A-1 Notes be rated “Aaa” by Moody’s Investors Service, Inc. (“Moody’s” ) and “AAA” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and, together with Moody’s, the “Rating Agencies”), that the Class A-2 Notes be rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s, that the Class A-3 Notes be rated at least “Aa1” by Moody’s and “AAA” by Standard & Poor’s, that the Class B Notes be rated at least “Aa3” by Moody’s and at least “AA+” by Standard & Poor’s, that the Class C Notes be rated at least “A3” by Moody’s and at least “A+” by Standard & Poor’s and that the Class D Notes be rated at least “Baa3” by Moody’s and at least “BBB+” by Standard & Poor’s. SEE “RISK FACTORS” IN THIS OFFERING CIRCULAR FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE OFFERED SECURITIES. THE PLEDGED ASSETS OF THE ISSUER ARE THE SOLE SOURCE OF PAYMENTS ON THE OFFERED SECURITIES. THE OFFERED SECURITIES DO NOT REPRESENT AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT INSURED OR GUARANTEED BY, THE TRUSTEE, THE COLLATERAL MANAGER, CANTOR FITZGERALD & CO. OR ANY OF THEIR RESPECTIVE AFFILIATES. THE OFFERED SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION. NEITHER THE ISSUER NOR THE CO- ISSUER HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, IN RELIANCE ON THE EXEMPTION PROVIDED BY SECTION 3(c)(7) THEREOF. THE OFFERED SECURITIES ARE BEING OFFERED (A) IN THE UNITED STATES IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO QUALIFIED PURCHASERS (AS DEFINED HEREIN) WHO ARE ALSO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S). PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLERS OF THE OFFERED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. EACH ORIGINAL PURCHASER OF AN OFFERED SECURITY WILL MAKE OR BE DEEMED TO MAKE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS. SEE “TRANSFER RESTRICTIONS”. The Class A Notes and Class B Notes are offered by Cantor Fitzgerald & Co., as agent for the Co-Issuers, from time to time as described under “Plan of Distribution” (in such capacity, together with such affiliates, the “Placement Agent”). The Offered Securities will be sold by the Co-Issuers directly to investors pursuant to one or more securities purchase agreements, as further described under “Plan of Distribution”. The Placement Agent reserves the right to withdraw, cancel or modify any offer of the Class A Notes or Class B Notes and to reject orders of the Class A Notes or Class B Notes in whole or in part. It is expected that the Offered Securities will be delivered on or about November 9, 2007 (the “Closing Date”), in the case of all of the Offered Securities except for the Placement Notes, in the offices of Cantor Fitzgerald & Co. or its counsel, and in the case of the Placement Notes, through the facilities of The Depository Trust Company (“DTC”), against payment therefor in immediately available funds or securities, as further described in “Plan of Distribution”. The collateral securing the Notes will be managed by Commonwealth Advisors, Inc. (together with any successor collateral manager, the “Collateral Manager”). It is a condition to the issuance of the Offered Securities that all Offered Securities be issued concurrently.