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Risk Factors
&"Expert Sans Regular,Regular"&10&K000000 Restricted - External
Risk Factors
The following is not an exhaustive list of all the risks associated with an
investment in the transaction. Investors should carefully review the final
transaction documentation relating to the Notes, including the description
of risk factors contained therein, prior to making a decision to invest in
the Notes. The information set forth in this term sheet will be superseded
in its entirety by any subsequent versions of this information and by the
final Offering Circular relating to the Notes. This summary does not take
into account an investor's particular situation, liquidity needs, tax
status, existing holdings or leverage, all of which should be considered in
making an investment decision.
General Risk Factors
General Economic Conditions. Significant risks may exist for the Issuer
and investors in the Notes as a result of uncertain general economic
conditions. These risks include, among others, (i) the possibility that, on
or after the Closing Date, the prices at which Collateral Obligations can be
sold by the Issuer will have deteriorated from their effective purchase
price, (ii) the illiquidity of the Notes, as there may be no secondary
trading in the Notes and (iii) the possibility of a decline in the market
value of the Notes. These risks may affect the returns on the Notes to
investors and the ability of investors to realize their investment in the
Notes prior to the Stated Maturity, if at all. In addition, the primary
market for a number of financial products including leveraged loans may be
volatile, and the level of new issuances may be uncertain and may vary based
on a number of factors, including general economic conditions. As well as
reducing opportunities for the Issuer to purchase assets in the primary
market, this may increase reinvestment or refinancing risk in respect of
maturing Collateral Obligations. These additional risks may affect the
returns on the Notes to investors and could further slow, delay or reverse
an economic recovery and cause a further deterioration in loan performance
generally. Limitations on the amount of available credit in the market may
have an adverse impact on general economic conditions that affect the
performance of the Assets. The slowdown in growth or commencement of a
recession would be expected to have an adverse effect on the ability of
businesses to repay or refinance their existing debt. Adverse macroeconomic
conditions may adversely affect the rating, performance and the realization
value of the Assets. It is possible that the Assets will experience higher
default rates than anticipated and that performance will suffer.
The market value and performance of the Collateral Obligations and the Notes
may be adversely impacted by current and future economic conditions,
including perceptions of potential, current or future conditions, market
trading imbalances or technical dislocation. To the extent that economic
and business conditions fail to improve or deteriorate further, the levels
of defaults and delinquencies are likely to increase and market values may
decrease or not fully recover, which may adversely affect the amount of Sale
Proceeds that could be obtained upon the sale of the Collateral Obligations
and could adversely impact the ability of the Issuer to make payments on the
EFTA01415518
Notes.
The bankruptcy or insolvency of a major financial institution may have an
adverse effect on the Issuer, particularly if such financial institution is
the administrative agent of a leveraged loan or is a selling institution
with respect to a participation. In addition, the bankruptcy, insolvency or
financial distress of one or more additional financial institutions, or one
or more sovereigns, may trigger additional crises in the global credit
markets and overall economy which could have a significant adverse effect on
the Issuer, the Assets and the Notes.
Limited Liquidity and Restrictions on Transfer. Barclays is under no
obligation to create or maintain a secondary market in the Notes. There is
currently no market for the Notes and it is unlikely that a secondary market
for the Notes will develop. Additionally, the Notes will not be registered
under any federal or state securities laws, and such Notes are being issued
and sold in reliance upon exemptions from registration provided by such
laws. The Notes will be subject to certain transfer restrictions and will
only be transferable to certain permitted transferees to be identified in
the Transaction documentation. Furthermore, the Issuer will restrict
ownership of any interests in the Subordinated Notes so that no assets of
the Issuer will be deemed to be "plan assets" subject to ERISA and/or
Section 4975 of the Internal Revenue Code. An investor may not be able to
find a buyer for the Notes or any other product should it wish to sell such
product. If a buyer can be found, the price offered by that buyer may be
lower than the price that an investor paid for the product or the amount an
investor would otherwise receive on the maturity of the product.
In
addition, small holdings may not be transferable, and where a Note has a
minimum specified denomination or settlement amount, an investor will not be
able to transfer the Note unless it increases its holding to at least that
minimum denomination or settlement amount. An investor in the Notes must be
prepared to hold for an indefinite period of time or until maturity or
redemption.
Regulatory Changes. In response to the downturn in the credit markets and
the global economic crisis, various agencies and regulatory bodies of the
U.S. federal government have taken or are considering taking actions to
address the financial crisis. These actions include, but are not limited
to, the enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act ("Dodd Frank Act"), which was signed into law on July 21,
2010, and which imposes a new regulatory framework over the U.S. financial
services industry and the consumer credit markets in general, and proposed
regulations by the SEC that, if enacted, would significantly alter the
manner in which asset-backed securities, including securities similar to the
Notes, are issued and structured and increase the reporting obligations of
the issuers of such securities. On August 28, 2013, joint regulators in the
United States re-proposed credit risk retention rules under Section 941 of
Dodd-Frank. These re-proposed rules have not yet gone into effect and are
subject to comment and further modification by the joint regulators.
Given
the broad scope and sweeping nature of the changes and the fact that final
implementing rules and regulations have not yet been enacted, the potential
impact of these actions on the Issuer, the Collateral Manager, any of the
Notes, any owners of interests in the Notes or the CLO market generally is
EFTA01415519
unknown, and no assurance can be made that the impact of such changes would
not have a material adverse effect on the prospects of the Issuer or the
value or marketability of the Notes. In particular, if existing
transactions are not exempted from any such new rules or regulations, the
costs of compliance with such rules and regulations could have a material
adverse effect on the Issuer and the owners of Notes.
In addition, the Dodd-Frank Act amended the Commodity Exchange Act to
include "swaps" in the definition of "commodity interests" which, if traded
by an entity may cause that entity to fall within the definition of a
"commodity pool" under the Commodity Exchange Act and the Collateral Manager
to fall within the definition of a "commodity pool operator". Based on
recent CFTC interpretive guidance, the Issuer is not expected to be treated
as a commodity pool. In the event that such guidance changes or the Issuer
engages in one or more activities that might cause it to be treated as a
commodity pool or the Collateral Manager to be treated as a CPO or
"commodity trading adviser" (CTA), regulation of the Collateral Manager (or
another transaction party) as a CPO and/or a CTA could cause the Collateral
Manager to be subject to extensive registration and reporting requirements
that would involve material costs to the Issuer. The scope of such
requirements and related compliance costs are uncertain but could adversely
affect the amount of funds available to make payments on the Notes. In
addition, the operators of pooled investment vehicles that own Notes could
also be subject to the jurisdiction of the CFTC and be required to register
with the CFTC as CPOs if the Issuer is a commodity pool. As a result of
these developments, the Issuer will not be permitted to enter into any Hedge
Agreement unless either (a) entering into the Hedge Agreement would not
cause the Issuer to be considered a "commodity pool" under the Commodity
Exchange Act, (b) if the Issuer would be considered a commodity pool, the
Collateral Manager would be the CPO, the Collateral Manager would be
eligible for an exemption from registration as a CPO and all requirements of
that exemption would be satisfied or (c) if the Issuer would be considered a
commodity pool, the Collateral Manager would be the CPO and the Collateral
Manager, at all material times, would be a registered CPO as required under
the Commodity Exchange Act. Accordingly, there may be circumstances where
it would otherwise be in the Issuer's interest to enter into a Hedge
Agreement to hedge or mitigate certain economic risks, but it will not be
able to do so, which could reduce amounts available to make payments on the
Notes.
The Financial Accounting Standards Board has adopted changes to the
accounting standards for structured products. These changes, or any future
changes, may affect the accounting for entities such as the issuing entity,
could under certain circumstances require an investor or its owner generally
to consolidate the assets of the issuing entity in
its financial statements and record third parties' investments in the trust
fund as liabilities of that investor or owner or could otherwise adversely
affect the manner in which the investor or its owner must report an
investment in Notes for financial reporting purposes.
Impact of the Volcker Rule on the Liquidity of the Notes. Section 619 of
EFTA01415520
Dodd-Frank Act added a provision, commonly referred to (together with the
final regulations with respect thereto adopted on December 10, 2013) as the
Volcker Rule to federal banking laws to generally prohibit various covered
banking entities from engaging in proprietary trading or acquiring or
retaining an ownership interest in, sponsoring or having certain
relationships with a hedge fund or private equity fund (defined in final
regulations adopted on December 10, 2013 as any entity relying on Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act to be exempt from
registration under the Investment Company Act), subject to certain
exemptions. The Volcker Rule also provides for certain supervised nonbank
financial companies that engage in such activities or have such interests or
relationships to be subject to additional capital requirements, quantitative
limits or other restrictions. The conformance period for the Volcker Rule
(solely in relation to retaining ownership interests in, and/or sponsoring,
a collaterized loan obligation vehicle that (i) was in place as of December
31, 2013 and (ii) would be a "covered fund" as defined under the Volcker
Rule) will be extended to July 21, 2017. The Issuer intends and expects not
to be a "covered fund" as defined under the Volcker Rule and will be
prohibited from acquiring any Senior Secured Floating Rate Notes, Senior
Secured Bonds, Senior Unsecured Bonds or Letters of Credit Reimbursement
Obligations unless the Volcker Rule Condition has been satisfied. If,
notwithstanding such intent and expectation, the Issuer is determined to be
such a "covered fund", this would have a negative effect on the ability or
desire of certain investors subject to the Volcker Rule to invest in or to
continue to hold Notes.
EU risk retention; decreased liquidity in respect of the Notes. Effective
January 1, 2014, EU Regulation 575/2013 (the CRR) is expected to be
implemented by national legislation or rulemaking in the other countries in
the European Economic Area (EEA). CRR Articles 405-407 place certain
conditions on investments in asset-backed securities by credit institutions
and investment firms (together referred to as institutions) regulated in EEA
countries and by affiliates of those institutions. CRR Article 405 requires
such institutions not to invest in any securitization position (as defined
in CRR) unless the sponsor, originator or original lender has disclosed to
investors that it will retain a specified minimum net economic interest in
the securitization transaction. Prior to investing in a securitization
position, and on an ongoing basis thereafter, the regulated institution must
also be able to demonstrate that it has a comprehensive and thorough
understanding of the securitization transaction and its structural features
by satisfying the due diligence requirements and ongoing monitoring
obligations of CRR Article 406. Under CRR Article 407, an institution that
fails to comply with the requirements of CRR Article 405 or 406 will be
subject to an additional regulatory capital charge. Article 17 of AIFMD and
Chapter III, Section 5 of the AIFM Regulation introduced risk retention and
due diligence requirements (which took effect from July 22, 2013 in general)
in respect of AIFMs that are required to become authorised under the AIFMD.
While the requirements applicable to AIFMs under Chapter III, Section 5 of
the AIFM Regulation are similar to those which apply to credit institutions
and investment firms under CRR Articles 405-406, they are not identical and,
in particular, additional due diligence obligations apply to AIFMs.
EFTA01415521
Requirements similar to those set out in CRR Articles 405-406, AIFMD Article
17 and Chapter III, Section 5 of the AIFM Regulation are expected to be
implemented for other types of EU-regulated investors (such as insurance and
reinsurance undertakings and UCITS funds) in the future. When implemented,
such requirements may apply to investments in securities already issued,
including the Notes. No originator, sponsor or original lender (including
Barclays) will retain or commit to retain a material net economic interest
with respect to the Notes or the Collateral Obligations or to provide any
additional information that may be required to enable a credit institution,
investment firm, alternative investment manager, insurance or reinsurance
undertaking or other investor to satisfy the due diligence and monitoring
requirements of CRR Articles 404-410, AIFMD Article 17 and Chapter III,
Section 5 of the AIFM Regulation or any corresponding rules applicable to
investors subject to regulation or supervision in any EEA country or any
other jurisdiction). Consequently, the Notes will generally not be suitable
investments for EEA banks, investment firms, certain regulated investment
funds and alternative investment funds, insurance companies and insurance
companies, or certain of their affiliates. CRR Articles 404-410, AIFMD
Article 17, Chapter III, Section 5 of the AIFM Regulation, corresponding
rules for other investors and any other changes to the regulation or
regulatory treatment of the Notes for some or all investors may negatively
impact the regulatory position of affected investors and have an adverse
impact on the value and liquidity of the Notes.
No Government or Other Protection. This product is not protected by the
Federal Deposit Insurance Corporation, Securities Investor Protection
Corporation, or any other government or private protection scheme.
Risk Factors Relating to the Portfolio
Exposure to the Portfolio. On the issue date, the Issuer will purchase a
portfolio of loans financed pursuant to a warehouse financing facility and
will begin to acquire the remainder of the Portfolio. If between the issue
date and the expected termination date, a default occurs with respect to a
Collateral Obligation, the Issuer may suffer principal loss and/or be unable
to make timely payments under the Notes.
Portfolio Management. The Portfolio is managed by the Collateral Manager.
Before investing, an investor should read the investment guidelines. The
Collateral Manager's fees are paid from assets under management and will
reduce the return on the investment.
The Notes and the Portfolio Will Possess Inherent Risks. The Notes are
structured finance obligations that are subject to risks inherent to the
underlying Portfolio. The Portfolio will be predominantly comprised of high-
yield corporate bank loans. These debt obligations will have greater risks
associated with them than investment grade securities. These risks include,
among other things, credit, liquidity, prepayment, structural, legal and
interest rate risk, the financial condition of the underlying obligors,
general economic conditions, market price volatility, the condition of
certain financial markets, political events and developments or trends in
EFTA01415522
any particular industry or geographical area. Further, because holders of
Notes will only have certain rights derived from the Issuer, and no direct
rights in respect of the Collateral Obligations, payments on the Notes will
be subject to reductions, such as withholding or other taxes, applicable to
the Issuer. In addition, the price of the Notes may be subject to certain
market and liquidity risks for securities of its type at the time of sale.
The underlying obligations and certain risks arising from their ownership by
the Issuer and holders' investment in the Notes will be described in more
detail in the Transaction documentation.
Default and Yield Considerations. Subordinated obligations such as those
included in the Portfolio typically bear the risk of loss or other
shortfalls with respect to the underlying assets prior to any classes of
securities which are senior to such obligations and as a consequence are
extremely sensitive to the delinquency and loss performance of the
underlying assets. Any such losses and other shortfalls with respect to the
Collateral Obligations will be borne first by the holders of the
Subordinated Notes and then by the holders of the Notes then outstanding in
their reverse order of the seniority of such classes of Notes. Further, the
rate at which principal payments will be received on the Notes will be
dependent on the rate of payments on the underlying debt and may fluctuate
significantly over time. Such fluctuations will affect the yield to the
Issuer, as holder of such debt obligations which in turn may affect the
Issuer's ability to make timely payments on the Notes.
Due diligence on Collateral Obligations. Investors will not have the right
to obtain from Barclays Bank PLC or any of its affiliates or any other
Transaction party information about the Collateral Obligations, the
underlying obligors in respect thereof or the Issuer. Consequently,
investors shall be responsible for performing their own initial and ongoing
due diligence and investigation of the Portfolio, the Collateral Obligations
and the Issuer.
Default Rates. Reliable sources of statistical information may not exist
with respect to the default rates for the type of debt obligations
represented by the Portfolio. Moreover, the available information may not be
indicative of future performance. Should increases in default rates occur
with respect to the types of debt obligations comprising the
Portfolio, the actual default rates of the Collateral Obligations may exceed
the hypothetical default rates used in the performance tables shown herein.
Prospective investors in the Notes should consider and determine for
themselves the likely level of defaults and the level and timing of
recoveries on the Collateral Obligations during the term of the Transaction.
Loan Participations. The Issuer will have the ability to purchase a limited
amount of loan participations. In purchasing loan participations, the Issuer
will usually have a contractual relationship only with the selling
institution, and not the borrower. The Issuer generally will have no right
directly to enforce compliance by the borrower. The insolvency of or other
events pertaining to the selling institution may delay or reduce payments to
the Issuer. The Issuer is thereby subject to the credit risk associated with
EFTA01415523
not only the obligor on the loan but also the selling institution.
Reinvestment Risk. There can be no assurance that, in the event collateral
prepays or is sold, spreads prevailing at such time will be at the same
levels as they were when that collateral was purchased. To the extent
prepaid or sold collateral is reinvested into lower spread assets, the
interest available to make payments on the Notes may be adversely affected.
Since senior bank loans generally can be prepaid without penalty and are
more likely to prepay than bonds, the impact of the foregoing risk factor
may be heightened with respect to the collateral consisting of senior loans.
Moreover the average anticipated maturity of senior loans to be acquired may
be less than the reinvestment period. In the event that holders of the Notes
are paid principal of their Notes earlier than expected, they may not be
able to reinvest at the same level of return (or level of risk) that they
anticipated on the Notes.
Lender Liability and Equitable Subordination. Because of the nature of the
Collateral Obligations, the Issuer may be subject to allegations of lender
liability or claims for equitable subordination if it were determined that
the Issuer (or the Collateral Manager on its behalf) violated a duty of good
faith and fair dealing, otherwise engaged in fraud or inequitable conduct or
committed certain other acts in connection with its dealings with the
obligor of a Collateral Obligation. Any such claim would materially diminish
the value of the applicable Collateral Obligation.
Insolvency Considerations. Various laws enacted for the protection of
creditors may apply to the Collateral Obligations. If an obligor of a
Collateral Obligation were to become insolvent, one or more creditors of
that obligor may claim that the incurrence of the Collateral Obligation was
a fraudulent conveyance or a preference payment. In either case, if a court
were to find in favour of such creditor, it could result in a voiding of the
transaction or a material diminution in the value of the Collateral
Obligation.
Fraud. A concern in purchasing Collateral Obligations is the possibility of
material misrepresentation or omission on the part of the borrower. Such
inaccuracy or incompleteness may adversely affect the valuation of the
Collateral Obligations, or may adversely affect the ability of the Issuer to
perfect or effectuate a lien on the collateral securing the Collateral
Obligations. The Issuer will rely upon the accuracy and completeness of
representations made by borrowers to the extent reasonable, but cannot
guarantee such accuracy or completeness. Under certain circumstances in
connection with a bankruptcy proceeding involving the borrower, payments to
the Issuer may be reclaimed if any such payment or distribution is later
determined to have been a fraudulent conveyance or a preferential payment.
Risk Factors Relating to the Notes
Subordination. Each class of Notes, other than the Class A Notes will be
subordinate to each other class of Notes as set forth in the Priority of
Payments. In addition, each class of Notes will be subordinate to certain
EFTA01415524
fees, expenses and indemnification obligations of the Issuer and Base
Management Fees.
No direct investment in underlying assets. An investment in the Notes is
not the same as an investment in the underlying assets referenced by the
Notes. The market value of the Notes may not reflect movements in the price
of such underlying assets. Payments made under the Notes may differ from
payments made under the underlying assets. An investor in the Notes has no
ownership of or proprietary rights in the underlying assets referenced by
the Notes.
Redemption; Diversion of Cash. The Notes will be subject to redemption under
certain circumstances described in the transaction documentation (including,
upon the failure of certain financial coverage tests to be satisfied). Any
such redemption may cause the economic return from an investment in the
Notes to vary from the expected economic return. A majority of the
Subordinated Notes may direct that the Notes be redeemed as described
herein, and in determining to direct such redemption, any holder of Notes is
under no obligation to consider an investor or any other party's interests.
If the product is redeemed before its scheduled maturity date, an investor
may receive back less than their original investment, or even zero; and
investors will not receive any interest payments which would have been due
if the product had redeemed at its scheduled maturity. In addition, the
failure to satisfy certain financial coverage tests could result in an
elimination, deferral or reduction in the payments to be made to holders of
one or more classes of Notes, which could adversely impact the economic
return realized by such holders.
Average Life of the Notes. The average life of each class of Notes is
expected to be shorter than the number of years until their stated maturity.
Such average lives will be affected by numerous factors described in the
transaction documentation.
Limited-Recourse Obligations. The Notes will be limited-recourse
obligations, payable solely from the Portfolio. No recourse may be had to
any person or entity other than to the Issuer in respect of such collateral
in respect of payments or distributions on the Notes.
Volatility due to Leverage. Any investment in Subordinated Notes will
represent a leveraged investment. Utilization of leverage is a speculative
investment technique and involves certain risks to investors, particularly
to investors that bear the first risk of loss. The use of leverage generally
magnifies opportunities for gain and risk of loss.
Potential for Interruption and Deferral of Cash Flow. If certain minimum
collateral par value ratios or interest coverage ratios are not met (e.g.,
due to collateral defaults), then cash flow that otherwise would have been
available to pay to holders of Subordinated Notes would instead be used to
redeem the Notes until the ratios again exceed the minimum required levels
or such Notes are paid in full. This could result in an elimination,
deferral or reduction in the cashflow to the Notes, which may adversely
EFTA01415525
Impact the pre-tax and after-tax returns.
Ratings Not Necessarily Indicative of Asset Quality. The ratings assigned
to the Notes or any Collateral Obligation by the rating agencies are not
necessarily indicative of the quality of the Notes or such Collateral
Obligation, as applicable. Credit ratings only represent the rating
agencies' opinions of credit quality and are not a recommendation to buy,
sell or hold assets. They do not purport to assess market, regulatory or
other risks that are relevant to the assessment of the quality of an asset.
Credit ratings may not accurately assess credit risk and may be reduced or
withdrawn at any time. The rating agencies may modify their ratings
criteria at any time and the ratings of the Notes or
Disclaimers
Projections, Forecasts and Estimates. Any projections, forecasts and
estimates contained herein are forward-looking statements and are based upon
certain assumptions that are disclosed herein. Projections are necessarily
speculative in nature, and it can be expected that some or all of the
assumptions underlying the projections will not materialize or will vary
significantly from actual results. Accordingly, the projections are only an
estimate. Actual results may vary from the projections, and the variations
may be material.
Certain hypothetical performance analyses are based on assumptions that may
prove to be incorrect. Prospective investors should understand those
assumptions and evaluate whether they are appropriate for their purposes.
Certain analyses are based on mathematical models that use hypothetical
inputs to calculate results. As with all models, results may vary
significantly depending upon the values of the inputs used. Models used in
any analysis may be proprietary, making the results difficult for any third
party to reproduce. Moreover, hypothetical performance analyses will address
only certain aspects of the characteristics of the securities and will not
provide a complete assessment of the results that may follow from all
possible contingencies (including default, interest rate and other scenarios
and certain economic features of the securities, including call features and
cash flow diversion events). Prospective investors should consider whether
the behaviour of these securities should be tested based on assumptions
different from those used to prepare these analyses.
Other risks. This document does not disclose all possible risks of the
product. Before investing, an investor must satisfy itself that it has
sufficient information and understands the risks associated with the product
to make an informed investment decision. If an investor is uncertain as to
whether it has sufficient information, an investor should seek independent
professional advice before investing.
Third Party Data. The transaction hereunder is not sponsored, endorsed or
promoted by any producer of third party data cited herein (the "Data
Producers"). The Data Producers make no representation whatsoever, whether
express or implied, with respect to the transaction contemplated herein, the
performance thereof, and/or the creditworthiness of, or likelihood of the
EFTA01415526
occurrence of a default with respect to, any entity contained in the
Portfolio at any particular time on any particular date or otherwise.
For important regional disclosures you must read, type the address into the
address bar of your browser relevant to your region. Please contact your
Barclays representative if you are unable to access.
EMEA: http://group.barclays.com/disclosures/emea-disclosures
APAC: http://group.barclays.com/disclosures/apac-disclosures
U.S.: http://group.barclays.com/disclosures/us-disclosures
any Collateral Obligation may be reduced or withdrawn as a consequence. In
addition, the ratings of the Notes or any Collateral Obligation could be
reduced or withdrawn at any time without a change in rating agency
methodology as a result of changes in economic conditions, conditions in the
loan markets or a variety of other factors. A reduction in the ratings of
the Notes or a Collateral Obligation will have negative consequences to
holders. A reduction of the ratings of a Note may, for regulated entities,
cause adverse effects on the value of the Notes as a legal investment or the
capital treatment of the Notes.
Possible Withdrawal of Ratings upon Failure to Comply with Rule 17g-5 under
the Exchange Act. On June 2, 2010, certain amendments to Rule 17g-5 under
the Exchange Act promulgated by the SEC became effective. Amended Rule 17g-5
requires each rating agency providing a rating of a structured finance
product such as this transaction paid for by the "arranger" (defined as the
issuer, the underwriter or the sponsor) to obtain an undertaking from the
arranger to (i) create a password protected website, (ii) post on that
website all information provided to the rating agency in connection with the
initial rating of the Notes and all information provided to the rating
agency in connection with the surveillance of such rating, in each case,
contemporaneous with the provision of such information to the applicable
rating agency and (iii) provide access to such website to other rating
agencies that have made certain certifications to the arranger regarding
their use of the information. In this transaction, the "arranger" is the
Issuer. If the arranger does not comply with its undertakings to any Rating
Agency with respect to this transaction, such Rating Agency may withdraw its
ratings of the Notes. The withdrawal of ratings by any Rating Agency may
adversely affect the price, liquidity and transferability of the Notes and
may adversely affect any beneficial owner that relies on ratings of
securities for regulatory or other compliance purposes.
Under Rule 17g-5,
rating agencies other than Moody's and S&P that provide the requisite
certifications described above may issue unsolicited ratings of the Notes
which may be lower and, in some cases, significantly lower than the ratings
provided by Moody's and S&P. The unsolicited ratings may be issued prior to,
on or after the Closing Date and are not reflected herein. Issuance of any
unsolicited rating will not affect the issuance of the Notes. Such
unsolicited ratings could have a material adverse effect on the liquidity of
the Notes and, for regulated entities, could adversely affect the value of
the Notes as a legal investment or the capital treatment of the Notes. The
Securities and Exchange Commission may determine that one or both of Moody's
and S&P no longer qualifies as an NRSRO for purposes of the federal
EFTA01415527
securities laws and that determination may also have an adverse effect on
the market prices of the Notes.
Investment Company Act. The Issuer does not intend to register as an
investment company under the U.S. Investment Company Act of 1940, as
amended, in reliance on the exception provided in Section 3(c)(7) of said
act. If the SEC or a court of competent jurisdiction were to determine that
the Issuer is required to so register, the Issuer could be subject to an
enforcement action, the assessment of damages and other negative
consequences and an Event of Default will occur under the Offering Circular.
Tax Considerations. Special tax considerations may apply to certain types
of taxpayers and prospective investors should consider the potential impact
that proposed tax legislation (the Foreign Account Tax Compliance Act
("FATCA") provisions of the Hiring Incentives to Restore Employment ("HIRE")
Act) could have on the Issuer and an investment in the Notes. In
particular, legislation recently proposed in the United States Congress
introduces a complex set of new reporting and withholding rules that could
affect the reporting obligations of the Issuer and potentially cause the
Issuer to be subject to a non-refundable 30% withholding tax on US source
fixed or determinable annual or periodic ("FDAP") income.
Prospective
investors are urged to consult with their own tax advisors to determine any
tax implications of this investment.
ERISA. The Notes are subject to certain restrictions on their acquisition,
holding and disposition for the purposes of Title I of the United States
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
Section 4975 of the United States Internal Revenue Code of 1986, as amended
(the "Code") and other federal, state, local or non- U.S. laws substantially
similar to those provisions. Investment in ERISA restricted Notes by
employee benefit plans, subject to ERISA or Section 4975 of the Code, and by
entities holding assets of such plans will be limited to less than 25% of
such Note. Each purchaser and each subsequent transferee of the ERISA
restricted Notes will be required to make certain representations as to
whether it is such employee benefit plan or entity and transfers of such
Notes will be subject to the foregoing limitation. Purchasers and
subsequent transferees of all of the Notes will be required to represent
that their acquisition, holding and disposition of the Notes will not
constitute or result in a non-exempt prohibited transaction under ERISA,
Section 4975 of the Code, or any similar law.
Risk Factors
The following is not an exhaustive list of all the risks associated with an
investment in the transaction. Investors should carefully review the final
transaction documentation relating to the Notes, including the description
of risk factors contained therein, prior to making a decision to invest in
the Notes. The information set forth in this term sheet will be superseded
in its entirety by any subsequent versions of this information and by the
final Offering Circular relating to the Notes. This summary does not take
into account an investor's particular situation, liquidity needs, tax
status, existing holdings or leverage, all of which should be considered in
making an investment decision.
EFTA01415528
General Risk Factors
General Economic Conditions. Significant risks may exist for the Issuer
and investors in the Notes as a result of uncertain general economic
conditions. These risks include, among others, (i) the possibility that, on
or after the Closing Date, the prices at which Collateral Obligations can be
sold by the Issuer will have deteriorated from their effective purchase
price, (ii) the illiquidity of the Notes, as there may be no secondary
trading in the Notes and (iii) the possibility of a decline in the market
value of the Notes. These risks may affect the returns on the Notes to
investors and the ability of investors to realize their investment in the
Notes prior to the Stated Maturity, if at all. In addition, the primary
market for a number of financial products including leveraged loans may be
volatile, and the level of new issuances may be uncertain and may vary based
on a number of factors, including general economic conditions. As well as
reducing opportunities for the Issuer to purchase assets in the primary
market, this may increase reinvestment or refinancing risk in respect of
maturing Collateral Obligations. These additional risks may affect the
returns on the Notes to investors and could further slow, delay or reverse
an economic recovery and cause a further deterioration in loan performance
generally. Limitations on the amount of available credit in the market may
have an adverse impact on general economic conditions that affect the
performance of the Assets. The slowdown in growth or commencement of a
recession would be expected to have an adverse effect on the ability of
businesses to repay or refinance their existing debt. Adverse macroeconomic
conditions may adversely affect the rating, performance and the realization
value of the Assets. It is possible that the Assets will experience higher
default rates than anticipated and that performance will suffer.
The market value and performance of the Collateral Obligations and the Notes
may be adversely impacted by current and future economic conditions,
including perceptions of potential, current or future conditions, market
trading imbalances or technical dislocation. To the extent that economic
and business conditions fail to improve or deteriorate further, the levels
of defaults and delinquencies are likely to increase and market values may
decrease or not fully recover, which may adversely affect the amount of Sale
Proceeds that could be obtained upon the sale of the Collateral Obligations
and could adversely impact the ability of the Issuer to make payments on the
Notes.
The bankruptcy or insolvency of a major financial institution may have an
adverse effect on the Issuer, particularly if such financial institution is
the administrative agent of a leveraged loan or is a selling institution
with respect to a participation. In addition, the bankruptcy, insolvency or
financial distress of one or more additional financial institutions, or one
or more sovereigns, may trigger additional crises in the global credit
markets and overall economy which could have a significant adverse effect on
the Issuer, the Assets and the Notes.
Limited Liquidity and Restrictions on Transfer. Barclays is under no
obligation to create or maintain a secondary market in the Notes. There is
currently no market for the Notes and it is unlikely that a secondary market
for the Notes will develop. Additionally, the Notes will not be registered
EFTA01415529
under any federal or state securities laws, and such Notes are being issued
and sold in reliance upon exemptions from registration provided by such
laws. The Notes will be subject to certain transfer restrictions and will
only be transferable to certain permitted transferees to be identified in
the Transaction documentation. Furthermore, the Issuer will restrict
ownership of any interests in the Subordinated Notes so that no assets of
the Issuer will be deemed to be "plan assets" subject to ERISA and/or
Section 4975 of the Internal Revenue Code. An investor may not be able to
find a buyer for the Notes or any other product should it wish to sell such
product. If a buyer can be found, the price offered by that buyer may be
lower than the price that an investor paid for the product or the amount an
investor would otherwise receive on the maturity of the product.
In
addition, small holdings may not be transferable, and where a Note has a
minimum specified denomination or settlement amount, an investor will not be
able to transfer the Note unless it increases its holding to at least that
minimum denomination or settlement amount. An investor in the Notes must be
prepared to hold for an indefinite period of time or until maturity or
redemption.
Regulatory Changes. In response to the downturn in the credit markets and
the global economic crisis, various agencies and regulatory bodies of the
U.S. federal government have taken or are considering taking actions to
address the financial crisis. These actions include, but are not limited
to, the enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act ("Dodd Frank Act"), which was signed into law on July 21,
2010, and which imposes a new regulatory framework over the U.S. financial
services industry and the consumer credit markets in general, and proposed
regulations by the SEC that, if enacted, would significantly alter the
manner in which asset-backed securities, including securities similar to the
Notes, are issued and structured and increase the reporting obligations of
the issuers of such securities. On August 28, 2013, joint regulators in the
United States re-proposed credit risk retention rules under Section 941 of
Dodd-Frank. These re-proposed rules have not yet gone into effect and are
subject to comment and further modification by the joint regulators.
Given
the broad scope and sweeping nature of the changes and the fact that final
implementing rules and regulations have not yet been enacted, the potential
impact of these actions on the Issuer, the Collateral Manager, any of the
Notes, any owners of interests in the Notes or the CLO market generally is
unknown, and no assurance can be made that the impact of such changes would
not have a material adverse effect on the prospects of the Issuer or the
value or marketability of the Notes. In particular, if existing
transactions are not exempted from any such new rules or regulations, the
costs of compliance with such rules and regulations could have a material
adverse effect on the Issuer and the owners of Notes.
In addition, the Dodd-Frank Act amended the Commodity Exchange Act to
include "swaps" in the definition of "commodity interests" which, if traded
by an entity may cause that entity to fall within the definition of a
"commodity pool" under the Commodity Exchange Act and the Collateral Manager
to fall within the definition of a "commodity pool operator". Based on
recent CFTC interpretive guidance, the Issuer is not expected to be treated
EFTA01415530
as a commodity pool. In the event that such guidance changes or the Issuer
engages in one or more activities that might cause it to be treated as a
commodity pool or the Collateral Manager to be treated as a CPO or
"commodity trading adviser" (CTA), regulation of the Collateral Manager (or
another transaction party) as a CPO and/or a CTA could cause the Collateral
Manager to be subject to extensive registration and reporting requirements
that would involve material costs to the Issuer. The scope of such
requirements and related compliance costs are uncertain but could adversely
affect the amount of funds available to make payments on the Notes. In
addition, the operators of pooled investment vehicles that own Notes could
also be subject to the jurisdiction of the CFTC and be required to register
with the CFTC as CPOs if the Issuer is a commodity pool. As a result of
these developments, the Issuer will not be permitted to enter into any Hedge
Agreement unless either (a) entering into the Hedge Agreement would not
cause the Issuer to be considered a "commodity pool" under the Commodity
Exchange Act, (b) if the Issuer would be considered a commodity pool, the
Collateral Manager would be the CPO, the Collateral Manager would be
eligible for an exemption from registration as a CPO and all requirements of
that exemption would be satisfied or (c) if the Issuer would be considered a
commodity pool, the Collateral Manager would be the CPO and the Collateral
Manager, at all material times, would be a registered CPO as required under
the Commodity Exchange Act. Accordingly, there may be circumstances where
it would otherwise be in the Issuer's interest to enter into a Hedge
Agreement to hedge or mitigate certain economic risks, but it will not be
able to do so, which could reduce amounts available to make payments on the
Notes.
The Financial Accounting Standards Board has adopted changes to the
accounting standards for structured products. These changes, or any future
changes, may affect the accounting for entities such as the issuing entity,
could under certain circumstances require an investor or its owner generally
to consolidate the assets of the issuing entity in
its financial statements and record third parties' investments in the trust
fund as liabilities of that investor or owner or could otherwise adversely
affect the manner in which the investor or its owner must report an
investment in Notes for financial reporting purposes.
Impact of the Volcker Rule on the Liquidity of the Notes. Section 619 of
Dodd-Frank Act added a provision, commonly referred to (together with the
final regulations with respect thereto adopted on December 10, 2013) as the
Volcker Rule to federal banking laws to generally prohibit various covered
banking entities from engaging in proprietary trading or acquiring or
retaining an ownership interest in, sponsoring or having certain
relationships with a hedge fund or private equity fund (defined in final
regulations adopted on December 10, 2013 as any entity relying on Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act to be exempt from
registration under the Investment Company Act), subject to certain
exemptions. The Volcker Rule also provides for certain supervised nonbank
financial companies that engage in such activities or have such interests or
relationships to be subject to additional capital requirements, quantitative
limits or other restrictions. The conformance period for the Volcker Rule
EFTA01415531
(solely in relation to retaining ownership interests in, and/or sponsoring,
a collaterized loan obligation vehicle that (i) was in place as of December
31, 2813 and (ii) would be a "covered fund" as defined under the Volcker
Rule) will be extended to July 21, 2017. The Issuer intends and expects not
to be a "covered fund" as defined under the Volcker Rule and will be
prohibited from acquiring any Senior Secured Floating Rate Notes, Senior
Secured Bonds, Senior Unsecured Bonds or Letters of Credit Reimbursement
Obligations unless the Volcker Rule Condition has been satisfied. If,
notwithstanding such intent and expectation, the Issuer is determined to be
such a "covered fund", this would have a negative effect on the ability or
desire of certain investors subject to the Volcker Rule to invest in or to
continue to hold Notes.
EU risk retention; decreased liquidity in respect of the Notes. Effective
January 1, 2014, EU Regulation 575/2013 (the CRR) is expected to be
implemented by national legislation or rulemaking in the other countries in
the European Economic Area (EEA). CRR Articles 405-407 place certain
conditions on investments in asset-backed securities by credit institutions
and investment firms (together referred to as institutions) regulated in EEA
countries and by affiliates of those institutions. CRR Article 405 requires
such institutions not to invest in any securitization position (as defined
in CRR) unless the sponsor, originator or original lender has disclosed to
investors that it will retain a specified minimum net economic interest in
the securitization transaction. Prior to investing in a securitization
position, and on an ongoing basis thereafter, the regulated institution must
also be able to demonstrate that it has a comprehensive and thorough
understanding of the securitization transaction and its structural features
by satisfying the due diligence requirements and ongoing monitoring
obligations of CRR Article 406. Under CRR Article 407, an institution that
fails to comply with the requirements of CRR Article 405 or 406 will be
subject to an additional regulatory capital charge. Article 17 of AIFMD and
Chapter III, Section 5 of the AIFM Regulation introduced risk retention and
due diligence requirements (which took effect from July 22, 2013 in general)
in respect of AIFMs that are required to become authorised under the AIFMD.
While the requirements applicable to AIFMs under Chapter III, Section 5 of
the AIFM Regulation are similar to those which apply to credit institutions
and investment firms under CRR Articles 405-406, they are not identical and,
in particular, additional due diligence obligations apply to AIFMs.
Requirements similar to those set out in CRR Articles 405-406, AIFMD Article
17 and Chapter III, Section 5 of the AIFM Regulation are expected to be
implemented for other types of EU-regulated investors (such as insurance and
reinsurance undertakings and UCITS funds) in the future. When implemented,
such requirements may apply to investments in securities already issued,
including the Notes. No originator, sponsor or original lender (including
Barclays) will retain or commit to retain a material net economic interest
with respect to the Notes or the Collateral Obligations or to provide any
additional information that may be required to enable a credit institution,
investment firm, alternative investment manager, insurance or reinsurance
undertaking or other investor to satisfy the due diligence and monitoring
requirements of CRR Articles 404-410, AIFMD Article 17 and Chapter III,
Section 5 of the AIFM Regulation or any corresponding rules applicable to
EFTA01415532
investors subject to regulation or supervision in any EEA country or any
other jurisdiction). Consequently, the Notes will generally not be suitable
investments for EEA banks, investment firms, certain regulated investment
funds and alternative investment funds, insurance companies and insurance
companies, or certain of their affiliates. CRR Articles 404-410, AIFMD
Article 17, Chapter III, Section 5 of the AIFM Regulation, corresponding
rules for other investors and any other changes to the regulation or
regulatory treatment of the Notes for some or all investors may negatively
impact the regulatory position of affected investors and have an adverse
impact on the value and liquidity of the Notes.
No Government or Other Protection. This product is not protected by the
Federal Deposit Insurance Corporation, Securities Investor Protection
Corporation, or any other government or private protection scheme.
Risk Factors Relating to the Portfolio
Exposure to the Portfolio. On the issue date, the Issuer will purchase a
portfolio of loans financed pursuant to a warehouse financing facility and
will begin to acquire the remainder of the Portfolio. If between the issue
date and the expected termination date, a default occurs with respect to a
Collateral Obligation, the Issuer may suffer principal loss and/or be unable
to make timely payments under the Notes.
Portfolio Management. The Portfolio is managed by the Collateral Manager.
Before investing, an investor should read the investment guidelines. The
Collateral Manager's fees are paid from assets under management and will
reduce the return on the investment.
The Notes and the Portfolio Will Possess Inherent Risks. The Notes are
structured finance obligations that are subject to risks inherent to the
underlying Portfolio. The Portfolio will be predominantly comprised of high-
yield corporate bank loans. These debt obligations will have greater risks
associated with them than investment grade securities. These risks include,
among other things, credit, liquidity, prepayment, structural, legal and
interest rate risk, the financial condition of the underlying obligors,
general economic conditions, market price volatility, the condition of
certain financial markets, political events and developments or trends in
any particular industry or geographical area. Further, because holders of
Notes will only have certain rights derived from the Issuer, and no direct
rights in respect of the Collateral Obligations, payments on the Notes will
be subject to reductions, such as withholding or other taxes, applicable to
the Issuer. In addition, the price of the Notes may be subject to certain
market and liquidity risks for securities of its type at the time of sale.
The underlying obligations and certain risks arising from their ownership by
the Issuer and holders' investment in the Notes will be described in more
detail in the Transaction documentation.
Default and Yield Considerations. Subordinated obligations such as those
included in the Portfolio typically bear the risk of loss or other
shortfalls with respect to the underlying assets prior to any classes of
EFTA01415533
securities which are senior to such obligations and as a consequence are
extremely sensitive to the delinquency and loss performance of the
underlying assets. Any such losses and other shortfalls with respect to the
Collateral Obligations will be borne first by the holders of the
Subordinated Notes and then by the holders of the Notes then outstanding in
their reverse order of the seniority of such classes of Notes. Further, the
rate at which principal payments will be received on the Notes will be
dependent on the rate of payments on the underlying debt and may fluctuate
significantly over time. Such fluctuations will affect the yield to the
Issuer, as holder of such debt obligations which in turn may affect the
Issuer's ability to make timely payments on the Notes.
Due diligence on Collateral Obligations. Investors will not have the right
to obtain from Barclays Bank PLC or any of its affiliates or any other
Transaction party information about the Collateral Obligations, the
underlying obligors in respect thereof or the Issuer. Consequently,
investors shall be responsible for performing their own initial and ongoing
due diligence and investigation of the Portfolio, the Collateral Obligations
and the Issuer.
Default Rates. Reliable sources of statistical information may not exist
with respect to the default rates for the type of debt obligations
represented by the Portfolio. Moreover, the available information may not be
indicative of future performance. Should increases in default rates occur
with respect to the types of debt obligations comprising the
Portfolio, the actual default rates of the Collateral Obligations may exceed
the hypothetical default rates used in the performance tables shown herein.
Prospective investors in the Notes should consider and determine for
themselves the likely level of defaults and the level and timing of
recoveries on the Collateral Obligations during the term of the Transaction.
Loan Participations. The Issuer will have the ability to purchase a limited
amount of loan participations. In purchasing loan participations, the Issuer
will usually have a contractual relationship only with the selling
institution, and not the borrower. The Issuer generally will have no right
directly to enforce compliance by the borrower. The insolvency of or other
events pertaining to the selling institution may delay or reduce payments to
the Issuer. The Issuer is thereby subject to the credit risk associated with
not only the obligor on the loan but also the selling institution.
Reinvestment Risk. There can be no assurance that, in the event collateral
prepays or is sold, spreads prevailing at such time will be at the same
levels as they were when that collateral was purchased. To the extent
prepaid or sold collateral is reinvested into lower spread assets, the
interest available to make payments on the Notes may be adversely affected.
Since senior bank loans generally can be prepaid without penalty and are
more likely to prepay than bonds, the impact of the foregoing risk factor
may be heightened with respect to the collateral consisting of senior loans.
Moreover the average anticipated maturity of senior loans to be acquired may
be less than the reinvestment period. In the event that holders of the Notes
are paid principal of their Notes earlier than expected, they may not be
EFTA01415534
able to reinvest at the same level of return (or level of risk) that they
anticipated on the Notes.
Lender Liability and Equitable Subordination. Because of the nature of the
Collateral Obligations, the Issuer may be subject to allegations of lender
liability or claims for equitable subordination if it were determined that
the Issuer (or the Collateral Manager on its behalf) violated a duty of good
faith and fair dealing, otherwise engaged in fraud or inequitable conduct or
committed certain other acts in connection with its dealings with the
obligor of a Collateral Obligation. Any such claim would materially diminish
the value of the applicable Collateral Obligation.
Insolvency Considerations. Various laws enacted for the protection of
creditors may apply to the Collateral Obligations. If an obligor of a
Collateral Obligation were to become insolvent, one or more creditors of
that obligor may claim that the incurrence of the Collateral Obligation was
a fraudulent conveyance or a preference payment. In either case, if a court
were to find in favour of such creditor, it could result in a voiding of the
transaction or a material diminution in the value of the Collateral
Obligation.
Fraud. A concern in purchasing Collateral Obligations is the possibility of
material misrepresentation or omission on the part of the borrower. Such
inaccuracy or incompleteness may adversely affect the valuation of the
Collateral Obligations, or may adversely affect the ability of the Issuer to
perfect or effectuate a lien on the collateral securing the Collateral
Obligations. The Issuer will rely upon the accuracy and completeness of
representations made by borrowers to the extent reasonable, but cannot
guarantee such accuracy or completeness. Under certain circumstances in
connection with a bankruptcy proceeding involving the borrower, payments to
the Issuer may be reclaimed if any such payment or distribution is later
determined to have been a fraudulent conveyance or a preferential payment.
Risk Factors Relating to the Notes
Subordination. Each class of Notes, other than the Class A Notes will be
subordinate to each other class of Notes as set forth in the Priority of
Payments. In addition, each class of Notes will be subordinate to certain
fees, expenses and indemnification obligations of the Issuer and Base
Management Fees.
No direct investment in underlying assets. An investment in the Notes is
not the same as an investment in the underlying assets referenced by the
Notes. The market value of the Notes may not reflect movements in the price
of such underlying assets. Payments made under the Notes may differ from
payments made under the underlying assets. An investor in the Notes has no
ownership of or proprietary rights in the underlying assets referenced by
the Notes.
Redemption; Diversion of Cash. The Notes will be subject to redemption under
certain circumstances described in the transaction documentation (including,
EFTA01415535
upon the failure of certain financial coverage tests to be satisfied). Any
such redemption may cause the economic return from an investment in the
Notes to vary from the expected economic return. A majority of the
Subordinated Notes may direct that the Notes be redeemed as described
herein, and in determining to direct such redemption, any holder of Notes is
under no obligation to consider an investor or any other party's interests.
If the product is redeemed before its scheduled maturity date, an investor
may receive back less than their original investment, or even zero; and
investors will not receive any interest payments which would have been due
if the product had redeemed at its scheduled maturity. In addition, the
failure to satisfy certain financial coverage tests could result in an
elimination, deferral or reduction in the payments to be made to holders of
one or more classes of Notes, which could adversely impact the economic
return realized by such holders.
Average Life of the Notes. The average life of each class of Notes is
expected to be shorter than the number of years until their stated maturity.
Such average lives will be affected by numerous factors described in the
transaction documentation.
Limited-Recourse Obligations. The Notes will be limited-recourse
obligations, payable solely from the Portfolio. No recourse may be had to
any person or entity other than to the Issuer in respect of such collateral
in respect of payments or distributions on the Notes.
Volatility due to Leverage. Any investment in Subordinated Notes will
represent a leveraged investment. Utilization of leverage is a speculative
investment technique and involves certain risks to investors, particularly
to investors that bear the first risk of loss. The use of leverage generally
magnifies opportunities for gain and risk of loss.
Potential for Interruption and Deferral of Cash Flow. If certain minimum
collateral par value ratios or interest coverage ratios are not met (e.g.,
due to collateral defaults), then cash flow that otherwise would have been
available to pay to holders of Subordinated Notes would instead be used to
redeem the Notes until the ratios again exceed the minimum required levels
or such Notes are paid in full. This could result in an elimination,
deferral or reduction in the cashflow to the Notes, which may adversely
impact the pre-tax and after-tax returns.
Ratings Not Necessarily Indicative of Asset Quality. The ratings assigned
to the Notes or any Collateral Obligation by the rating agencies are not
necessarily indicative of the quality of the Notes or such Collateral
Obligation, as applicable. Credit ratings only represent the rating
agencies' opinions of credit quality and are not a recommendation to buy,
sell or hold assets. They do not purport to assess market, regulatory or
other risks that are relevant to the assessment of the quality of an asset.
Credit ratings may not accurately assess credit risk and may be reduced or
withdrawn at any time. The rating agencies may modify their ratings
criteria at any time and the ratings of the Notes or
Disclaimers
EFTA01415536
Projections, Forecasts and Estimates. Any projections, forecasts and
estimates contained herein are forward-looking statements and are based upon
certain assumptions that are disclosed herein. Projections are necessarily
speculative in nature, and it can be expected that some or all of the
assumptions underlying the projections will not materialize or will vary
significantly from actual results. Accordingly, the projections are only an
estimate. Actual results may vary from the projections, and the variations
may be material.
Certain hypothetical performance analyses are based on assumptions that may
prove to be incorrect. Prospective investors should understand those
assumptions and evaluate whether they are appropriate for their purposes.
Certain analyses are based on mathematical models that use hypothetical
inputs to calculate results. As with all models, results may vary
significantly depending upon the values of the inputs used. Models used in
any analysis may be proprietary, making the results difficult for any third
party to reproduce. Moreover, hypothetical performance analyses will address
only certain aspects of the characteristics of the securities and will not
provide a complete assessment of the results that may follow from all
possible contingencies (including default, interest rate and other scenarios
and certain economic features of the securities, including call features and
cash flow diversion events). Prospective investors should consider whether
the behaviour of these securities should be tested based on assumptions
different from those used to prepare these analyses.
Other risks. This document does not disclose all possible risks of the
product. Before investing, an investor must satisfy itself that it has
sufficient information and understands the risks associated with the product
to make an informed investment decision. If an investor is uncertain as to
whether it has sufficient information, an investor should seek independent
professional advice before investing.
Third Party Data. The transaction hereunder is not sponsored, endorsed or
promoted by any producer of third party data cited herein (the "Data
Producers"). The Data Producers make no representation whatsoever, whether
express or implied, with respect to the transaction contemplated herein, the
performance thereof, and/or the creditworthiness of, or likelihood of the
occurrence of a default with respect to, any entity contained in the
Portfolio at any particular time on any particular date or otherwise.
For important regional disclosures you must read, type the address into the
address bar of your browser relevant to your region. Please contact your
Barclays representative if you are unable to access.
EMEA: http://group.barclays.com/disclosures/emea-disclosures
APAC: http://group.barclays.com/disclosures/apac-disclosures
U.S.: http://group.barclays.com/disclosures/us-disclosures
any Collateral Obligation may be reduced or withdrawn as a consequence. In
addition, the ratings of the Notes or any Collateral Obligation could be
reduced or withdrawn at any time without a change in rating agency
EFTA01415537
methodology as a result of changes in economic conditions, conditions in the
loan markets or a variety of other factors. A reduction in the ratings of
the Notes or a Collateral Obligation will have negative consequences to
holders. A reduction of the ratings of a Note may, for regulated entities,
cause adverse effects on the value of the Notes as a legal investment or the
capital treatment of the Notes.
Possible Withdrawal of Ratings upon Failure to Comply with Rule 17g-5 under
the Exchange Act. On June 2, 2010, certain amendments to Rule 17g-5 under
the Exchange Act promulgated by the SEC became effective. Amended Rule 17g-5
requires each rating agency providing a rating of a structured finance
product such as this transaction paid for by the "arranger" (defined as the
issuer, the underwriter or the sponsor) to obtain an undertaking from the
arranger to (i) create a password protected website, (ii) post on that
website all information provided to the rating agency in connection with the
initial rating of the Notes and all information provided to the rating
agency in connection with the surveillance of such rating, in each case,
contemporaneous with the provision of such information to the applicable
rating agency and (iii) provide access to such website to other rating
agencies that have made certain certifications to the arranger regarding
their use of the information. In this transaction, the "arranger" is the
Issuer. If the arranger does not comply with its undertakings to any Rating
Agency with respect to this transaction, such Rating Agency may withdraw its
ratings of the Notes. The withdrawal of ratings by any Rating Agency may
adversely affect the price, liquidity and transferability of the Notes and
may adversely affect any beneficial owner that relies on ratings of
securities for regulatory or other compliance purposes.
Under Rule 17g-5,
rating agencies other than Moody's and S&P that provide the requisite
certifications described above may issue unsolicited ratings of the Notes
which may be lower and, in some cases, significantly lower than the ratings
provided by Moody's and S&P. The unsolicited ratings may be issued prior to,
on or after the Closing Date and are not reflected herein. Issuance of any
unsolicited rating will not affect the issuance of the Notes. Such
unsolicited ratings could have a material adverse effect on the liquidity of
the Notes and, for regulated entities, could adversely affect the value of
the Notes as a legal investment or the capital treatment of the Notes. The
Securities and Exchange Commission may determine that one or both of Moody's
and S&P no longer qualifies as an NRSRO for purposes of the federal
securities laws and that determination may also have an adverse effect on
the market prices of the Notes.
Investment Company Act. The Issuer does not intend to register as an
investment company under the U.S. Investment Company Act of 1940, as
amended, in reliance on the exception provided in Section 3(c)(7) of said
act. If the SEC or a court of competent jurisdiction were to determine that
the Issuer is required to so register, the Issuer could be subject to an
enforcement action, the assessment of damages and other negative
consequences and an Event of Default will occur under the Offering Circular.
Tax Considerations. Special tax considerations may apply to certain types
of taxpayers and prospective investors should consider the potential impact
EFTA01415538
that proposed tax legislation (the Foreign Account Tax Compliance Act
("FATCA") provisions of the Hiring Incentives to Restore Employment ("HIRE")
Act) could have on the Issuer and an investment in the Notes. In
particular, legislation recently proposed in the United States Congress
introduces a complex set of new reporting and withholding rules that could
affect the reporting obligations of the Issuer and potentially cause the
Issuer to be subject to a non-refundable 30% withholding tax on US source
fixed or determinable annual or periodic ("FDAP") income.
Prospective
investors are urged to consult with their own tax advisors to determine any
tax implications of this investment.
ERISA. The Notes are subject to certain restrictions on their acquisition,
holding and disposition for the purposes of Title I of the United States
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
Section 4975 of the United States Internal Revenue Code of 1986, as amended
(the "Code") and other federal, state, local or non- U.S. laws substantially
similar to those provisions. Investment in ERISA restricted Notes by
employee benefit plans, subject to ERISA or Section 4975 of the Code, and by
entities holding assets of such plans will be limited to less than 25% of
such Note. Each purchaser and each subsequent transferee of the ERISA
restricted Notes will be required to make certain representations as to
whether it is such employee benefit plan or entity and transfers of such
Notes will be subject to the foregoing limitation. Purchasers and
subsequent transferees of all of the Notes will be required to represent
that their acquisition, holding and disposition of the Notes will not
constitute or result in a non-exempt prohibited transaction under ERISA,
Section 4975 of the Code, or any similar law.
EFTA01415539
Disclaimer
&"Expert Sans Regular,Regular"&le&K000000 Restricted - External
Disclaimer
The information in this spreadsheet (collectively, the "Content"), provided
solely for discussion purposes, is indicative only, reflecting current
market conditions, and, thus, subject to change at any time without notice.
The indicative returns and cash-flow projections are good-faith estimates
strictly based on the assumptions and tentative structure described in this
presentation, the latter of which may significantly deviate from the final
structure. Barclays offers the Content on a strict "as-is" basis, with no
representations or warranties whatsoever, including, without limitation, the
warranties of merchantability or fitness for a particular purpose. For the
avoidance of doubt, and without limiting the generality of the foregoing,
display of the Content does not mean that investments can be executed at
indicated terms, nor does it mean that Barclays is obligated to execute a
transaction at indicated terms.
BARCLAYS IS A FULL SERVICE INVESTMENT BANK. In the normal course of offering
investment banking products and services to clients. Barclays may act in
several capacities (including issuer, market maker, underwriter,
distributor, index sponsor, swap counterparty and calculation agent)
simultaneously with respect to a product, giving rise to potential conflicts
of interest which may impact the performance of a product.
NOT RESEARCH
This document is from a Barclays Trading and/or Distribution desk and is not
a product of the Barclays Research department. Any views expressed may
differ from those of Barclays Research.
Barclays, its affiliates and associated personnel may at any time acquire,
hold or dispose of long or short positions (including hedging and trading
positions) which may impact the performance of a product.
NO OFFER
Barclays is not offering to sell or seeking offers to buy any product or
enter into any transaction. Any transaction requires Barclays' subsequent
formal agreement which will be subject to internal approvals and binding
transaction documents. Without limitation to the foregoing, any transaction
may also be subject to review by Barclays against its published Tax
Principles.
NO LIABILITY
Barclays is not responsible for the use made of this document other than the
EFTA01415540
purpose for which it is intended, except to the extent this would be
prohibited by law or regulation.
NO ADVICE
Obtain independent professional advice before investing OR TRANSACTING.
Barclays is not an advisor and will not provide any advice relating to a
product.
Before making an investment decision, investors should ensure
they have sufficient information to ascertain the legal, financial, tax and
regulatory consequences of an investment to enable them to make an informed
investment decision.
Barclays is not responsible for information stated to be obtained or derived
from third party sources or statistical services.
Any past or simulated past performance (including back-testing) contained
herein is no indication as to future performance.
All opinions and estimates are given as of the date hereof and are subject
to change. Barclays is not obliged to inform investors of any change to such
opinions or estimates.
NOT FOR RETAIL
This document is being directed at persons who are professionals and is not
intended for retail customer use.
For important regional disclosures you must read, type the address into the
address bar of your browser relevant to your region. Please contact your
Barclays representative if you are unable to access.
EMEA http://group.barclays.com/disclosures/emea-disclosures
APAC http://group.barclays.com/disclosures/apac-disclosures
U.S. http://group.barclays.com/disclosures/us-disclosures
CONFIDENTIAL
This document is confidential and no part of it may be reproduced,
distributed or transmitted without the prior written permission of Barclays.
ABOUT BARCLAYS
Barclays offers premier investment banking products and services to its
clients through Barclays Bank PLC. Barclays Bank PLC is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority and is a member of the
London Stock Exchange. Barclays Bank PLC is registered in England No.
1026167 with its registered office at 1 Churchill Place, London E14 5HP.
COPYRIGHT
0 Copyright Barclays Bank PLC, 2018 (all rights reserved).
EFTA01415541
Disclaimer
The information in this spreadsheet (collectively, the "Content"), provided
solely for discussion purposes, is indicative only, reflecting current
market conditions, and, thus, subject to change at any time without notice.
The indicative returns and cash-flow projections are good-faith estimates
strictly based on the assumptions and tentative structure described in this
presentation, the latter of which may significantly deviate from the final
structure. Barclays offers the Content on a strict "as-is" basis, with no
representations or warranties whatsoever, including, without limitation, the
warranties of merchantability or fitness for a particular purpose. For the
avoidance of doubt, and without limiting the generality of the foregoing,
display of the Content does not mean that investments can be executed at
indicated terms, nor does it mean that Barclays is obligated to execute a
transaction at indicated terms.
BARCLAYS IS A FULL SERVICE INVESTMENT BANK. In the normal course of offering
investment banking products and services to clients. Barclays may act in
several capacities (including issuer, market maker, underwriter,
distributor, index sponsor, swap counterparty and calculation agent)
simultaneously with respect to a product, giving rise to potential conflicts
of interest which may impact the performance of a product.
NOT RESEARCH
This document is from a Barclays Trading and/or Distribution desk and is not
a product of the Barclays Research department. Any views expressed may
differ from those of Barclays Research.
Barclays, its affiliates and associated personnel may at any time acquire,
hold or dispose of long or short positions (including hedging and trading
positions) which may impact the performance of a product.
NO OFFER
Barclays is not offering to sell or seeking offers to buy any product or
enter into any transaction. Any transaction requires Barclays' subsequent
formal agreement which will be subject to internal approvals and binding
transaction documents. Without limitation to the foregoing, any transaction
may also be subject to review by Barclays against its published Tax
Principles.
NO LIABILITY
Barclays is not responsible for the use made of this document other than the
EFTA01415542
purpose for which it is intended, except to the extent this would be
prohibited by law or regulation.
NO ADVICE
Obtain independent professional advice before investing OR TRANSACTING.
Barclays is not an advisor and will not provide any advice relating to a
product.
Before making an investment decision, investors should ensure
they have sufficient information to ascertain the legal, financial, tax and
regulatory consequences of an investment to enable them to make an informed
investment decision.
Barclays is not responsible for information stated to be obtained or derived
from third party sources or statistical services.
Any past or simulated past performance (including back-testing) contained
herein is no indication as to future performance.
All opinions and estimates are given as of the date hereof and are subject
to change. Barclays is not obliged to inform investors of any change to such
opinions or estimates.
NOT FOR RETAIL
This document is being directed at persons who are professionals and is not
intended for retail customer use.
For important regional disclosures you must read, type the address into the
address bar of your browser relevant to your region. Please contact your
Barclays representative if you are unable to access.
EMEA http://group.barclays.com/disclosures/emea-disclosures
APAC http://group.barclays.com/disclosures/apac-disclosures
U.S. http://group.barclays.com/disclosures/us-disclosures
CONFIDENTIAL
This document is confidential and no part of it may be reproduced,
distributed or transmitted without the prior written permission of Barclays.
ABOUT BARCLAYS
Barclays offers premier investment banking products and services to its
clients through Barclays Bank PLC. Barclays Bank PLC is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority and is a member of the
London Stock Exchange. Barclays Bank PLC is registered in England No.
1026167 with its registered office at 1 Churchill Place, London E14 5HP.
COPYRIGHT
0 Copyright Barclays Bank PLC, 2018 (all rights reserved).
EFTA01415543
EFTA01415544
Assumptions
RIN II CLO
For institutional investors only. Not for Distribution or
further distribution to retail
Certain Key Assumptions
Effective Date Portfolio:
As of the Effective Date, the portfolio is
assumed to have a par amount of $[500]mm of Underlying Assets and be
comprised completely of Senior Secured Loans.
In the absence of defaults, the Underlying Assets pay principal according to
an assumed amortization schedule with a Weighted Average Life of [5] years.
Ramp-Up Period: Interest Proceeds for the first period are assumed to be
[90]% of a full interest accrual period and equals to $[15,974,448]
inclusive of the interest reserve account
The first payment date is assumed to be approximately [6] months from
Closing.
Initial Purchase Price: [99.820]%
Initial Coupon: LIBOR + [3.70]%. [95.0]% of the Underlying Assets are
assumed to have a [0.95]% LIBOR floor.
Trustee, Admin. Fees:
[1.50] bps per annum on the aggregate principal
balance of Underlying Assets and a fixed fee of $[200,000] per annum
Management Fees:
Senior Management Fee: [15.0] bps per annum
Subordinate Management Fee: [30.0] bps per annum
Incentive Management Fee: [20]% of excess cashflows after the Subordinated
Notes achieve an IRR of [11]% at [95.79]% price
Prepayments:
Unless stated otherwise, [20]% per annum
Reinvestments:
Unless stated otherwise, Principal Proceeds received during
the Reinvestment Period are assumed to be reinvested in [100]% loans with a
floating spread to LIBOR of [3.50]%.
[100]% of the reinvested assets are assumed to have a [1.0]% LIBOR floor.
Reinvested assets are assumed to be purchased at a price of [99.5]% have a
rolling bullet maturity of 6.0 yrs
[0]% of prepayment proceeds are reinvested after end of the Reinvestment
Period
Defaults:
Defaults are assumed to occur in the beginning of each
period and defaulted assets do not pay interest in the payment period in
which they default
Recoveries:
Unless stated otherwise, [75.0]% of the par amount of the
Underlying Assets is assumed to be recovered with immediately
Optional Redemption:
Unless stated otherwise, if an optional redemption
is exercised, it is assumed that the Underlying Assets are sold at the time
of the call at price of [100.0]%
Interest Rates: LIBOR forward curves are as of Apr 22, 2017. First period
rate for liabilities is 2.8119% and for assets is 2.7011%. Liabilities use
the 3mL curve and assets use the weighted average of 80.0% 1mL and 20.0% 3mL.
Interest on Cash:
Cash received by the Issuer is assumed to be
invested at the greater of: a) 3-month LIBOR - [0.50]% and b) [0.00]% for
half of the Payment Period
&"Expert Sans Regular,Regular"&10&K000000 Restricted - External
EFTA01415545
Structure Summary
RIN II CLO
For institutional investors only Not for Distribution or
further distribution to retail
Indicative Capital Structure and General Transaction Parameters
As Of 26-
Apr-18
Collateral Summary
Assumptions
Collateral Quality Test Limit
Total Par Amount
4.9999999999999994E8
Min. Weighted Average
Spread* 0.036
Initial Weighted Asset Purchase Price
99.82
CQM
CQM 61y
Initial Weighted Average Spread Excluding Libor Floor(1) 0.037
Max.
Weighted Average Life
7
Initial Weighted Average Coupon NA
* The Collateral Manager will
select the applicable test level by reference to the matrix including any
Moody's recovery rate-based modifiers
Reinvestments Weighted Asset Purchase Price
99.50
Reinvestment Spread Excluding Libor Floor(2)
0.035
Reinvestment Coupon
NA
Assumed Recovery Rate
0.75
Floating / Fixed Rate Percentage
100.0% / 0.0%
(1) [95.0]% of the underlying Assets are assumed to have a [0.95]% LIBOR
floor. (2) [100.0]% of the reinvested assets are assumed to have a [1.0]%
LIBOR floor.
Capital Structure
Moody's Fitch
Collateral Par Spread/ Issue
DM/
Class
Rating Rating Class Size ($) % of Deal
Subordination
Coupon Type
Price
A
[Aaa]
[NR]
0.35999999999999993
B
[Aa2]
[NR]
0.2649999999999999
C
[A2]
[NR]
0.2299999999999999
D
[Baa3] [NR]
0.1499999999999999
E
[Ba3]
[NR]
0.12499999999999989
Equity [NR]
[NR]
A
N/A
1
NA
Total
503500000
SUM(F21:F26)=1 W.A. Debt cost
173.16580415453228
Notes: (i) W.A. cost is calculated based on pricing DMs (ii) WAL, DM
assuming 20% prepayment, 2% defaults,75% recovery, and 75% recovery, no
reinvestment after end of the reinvestment period and assuming 6yr rolling
maturity for reinvestments
Ongoing Expenses
Coverage Tests
Cushion Actual Covenant
Administrative Expenses 200000 Class A/B Overcollateralization Test
0.10
1.3605442176870746
Trustee Expenses
1.5E-4
0.08
1.2987012987012985
Senior Management Fee
0.0015
0.06
1.176470588235294
Subordinate Management Fee
Yield
WAL
320000000
0.6355511420059583
0.013
Float
1
130
5.438888888888889
47500000
0.09433962264150944
0.0185 Float
1
185
7.152777777777778
17500000
0.03475670307845084
0.023
Float
1
230
7.716666666666667
40000000
0.07944389275074479
0.033
Float
1
330
8.294444444444444
12500000
0.024826216484607744
0.0635 Float
0.99
652
8.75
6.600000000000004E7
0.13108242303872897
N/-
1.2605442176870745
Class C Overcollateralization Test
1.2187012987012984
Class D Overcollateralization Test
1.1164705882352939
0.003
Class E Overcollateralization
EFTA01415546
Test
0.0425 1.1428571428571428
1.1003571428571428
Incentive Fee upon IRR of [11.0]%
0.20
Interest Diversion
Test(1) 0.03
1.1428571428571428
1.1128571428571428
Sources & Uses
Class A/B Interest Coverage Test
1.20
Gross Proceeds
E27=503500000
Class C Interest Coverage Test
1.15
Debt Discounts
-(E37-
SUMPRODUCT($E$21:$E$26,553$21:553$26))=-124999.9999999404
Class D Interest
Coverage Test
1.1
Structuring & Placement -2014000
Note: (1) Diverting 100.% of
interest proceeds
Closing Costs
-1011000.0000001267
Timing Assumptions
Term
(yrs)
Date
Interest Reserve
-1250000
Closing Date
[15-Jun-19]
Net Proceeds
SUM(E37:E41)=4.9909999999999994E8
First Payment
(months)
6
[15-Dec-19]
Collateral Price
'Structure Summary'!$E$8*0.01=0.9982
Non-Call
Period 2
[15-Jun-21]
Collateral Par
E42/E43=4.9999999999999994E8
Reinvestment Period
4
[15-Jun-23]
Legal Final Maturity
11
[15-Jun-30]
&"Expert Sans Regular,Regular"&10&K000000 Restricted - External
EFTA01415547
Equity Profile
RIN II CLO
For institutional investors only Not for Distribution or
further distribution to retail
Equity Return Profile
As Of 26-Apr-18
To Maturity
2
Years To Call
Eqt. Px\CADR
0
0.01
0.02
0.03
0.04
0.05
0.060000000000000005
Eqt. Px\CADR
0
0.01
0.02
0.03
0.04
0.05
0.060000000000000005
1
0.12881901860237124
0.11720450520515444
0.10378639101982115
0.08733479082584382
0.06847709715366365
0.04888059198856354
0.028983619809150703
1
0.14214041829109192
0.12864891886711122
0.11497203707695008
0.09885628819465639
0.08114850223064425
0.06306143701076505
0.04456804692745209
4
Years To Call
6
Years To Call
Eqt. Px\CADR
0
0.01
0.02
0.03
0.04
0.05
0.060000000000000005
Eqt. Px\CADR
0
0.01
0.02
0.03
0.04
0.05
0.060000000000000005
1
0.14946181178092957
0.13531875014305114
0.12070456147193909
0.10445097088813785
0.08446189463138579
0.0633427530527115
0.04161368906497957
1
0.14488274455070493
0.13141327500343325
0.11730899214744567
0.10053862929344176
0.07977248728275299
0.057869908213615415
0.035401257872581485
&"Expert Sans Regular tRegular"&10&K000000 Restricted - External
EFTA01415548
Cashflows 0% CADR
RIN II CLO
For institutional investors only Not for Distribution or
further distribution to retail
Please refer to additional disclaimer below
Cashflows at 0.0% CADR
XIRR:
+XIRR(DF9:DF73,$B$9:$B$73)=0.12881901860237124
Model Inputs
Sources of Cash Uses of Cash
Payment Assets Liabilities
Original Asset Amortization Curves
Prepayment Rate Defaults
Original Assets Reinvestment Assets
Interest Rate Swap
Interest Rate
Timing Interest on
Interest
Principal
Trustee Admin
Sr Mgmt Principal
Tranche A (AAA) Tranche 6 B (AA)
Class A/B
Tranche C (A)
Tranche C (A)
Tranche D (BBB) Tranche D (BBB) Tranche E (BB) Tranche E
(BB)
Tranche F (B)
Interest Diversion
Management Fees
Subordinated Notes
Date
LIBOR
LIBOR
Loans
Flex Asset 2
Loans
Flex Asset 2
Prepays Liquidations
Defaults
Amorts
Additions
EB
Cap
Hedge
Cash
Fee
Reinvest
Principal Paid
End Balance
Interest Due
Interest Paid
Principal
Paid
OC Req OC Actual
Int Diverted
End Balance
Deferred
EB
Interest Due
Interest Paid
Principal Paid
OC Req
OC
Actual Int Diverted
End Balance
Deferred EB
Interest Due
Interest Paid
Principal Paid
OC Req OC Actual
Int Diverted
End Balance
Deferred EB
Interest Due
Interest Paid
Principal
Paid
OC Req OC Actual
Int Diverted
OC Req
OC Actual
Int Diverted
OC Req OC Actual
Int Diverted
Sub
Incentive
Hurdle Incentive 1
Incentive 2
Interest
Principal
Total
0
6/15/2018
0
320000000
47500000
17500000
40000000
12500000
0
-1.3200000000000007E7
SUM(DD9:DE9)=-1.3200000000000007E7
9/15/2018
822379.822222223
-1.3200000000000007E7
SUM(DD10:DE10)=-1.2377620177777784E7
12/15/2018
1283577.2444444452
-1.3200000000000007E7
SUM(DD11:DE11)=-1.1916422755555563E7
3/15/2019
1740580.0000000016
-1.3200000000000007E7
SUM(DD12:DE12)=-1.1459420000000006E7
6/15/2019
6.3219641781068005E7
2332616.43288889
-1.3200000000000007E7
SUM(DD13:DE13)=-1.0867383567111118E7
1
12/15/2019
0.027011064
0.0281194
0
0
0
0
0.10
0
0
0
0
4.9999999999999994E8
0
0
50000000
0
0
4.4999999999999994E8
1.4642530889999999E7
0
0
0
0
0
0
5.0251256281407036E7
5.0251256281407036E7
0
0
0
0
0
81917.32815436576
Loans
Senior Secured Bonds
New Senior
Loans
Senior Secured Bonds
New Senior
Flat CADR
BB
Defaults
Amorts
Recoveries
EB
Interest
BB
Prepays Liquidations
Recoveries
Interest
Receive Float
Pay Fixed
Proceeds
Proceeds
Fee
Fee
End Balance
Interest Due
Interest Paid
EFTA01415549
1.5974448218154365E7
50000000
37499.99999999999
100000
381249.99999999994
50000000
320000000
6688755.733333333
6688755.733333333
0
47500000
1125664.2625
1125664.2625
0
1.2605442176870745
1.3605442176870746
0
17500000
0
454749.6624999999
454749.6624999999
0
1.2187012987012984
1.2987012987012985
0
40000000
0
1242761.1333333333
1242761.1333333333
0
1.1164705882352939
1.176470588235294
0
12500000
0
582164.9375
582164.9375
0
1.1003571428571428
1.1428571428571428
0
0
1.1428571428571428
0
1.1128571428571428
1.1428571428571428
0
762499.9999999999
6.661554822495378E7
0
0
4599102.488987699
0
+DD14+DE14=4599102.488987699
+A14+1=2
3/15/2020
0.028494316
0.02960482
0.004
0.004
0.004
0.004
0.05
0
0
0
0
4.4999999999999994E8
0
1800000.0000000014
22410000
0
0
4.2578999999999994E8
7449978.444999998
5.0251256281407036E7
0
0
2512562.814070352
0
0
2.6856847049316935E7
7.459554051665363E7
806530.256281407
0
0
0
0
24517.046150143884
8281025.747431549
2.672256281407035E7
18759.42211055276
50000
189678.6013400335
2.672256281407035E7
320000000
3446256.551111111
3446256.551111111
0
47500000
577591.90125
577591.90125
0
1.2605442176870745
1.3612279082487266
0
17500000
0
232703.26625
232703.26625
0
1.2187012987012984
1.299353912419239
0
40000000
0
633004.2911111112
633004.2911111112
0
1.1164705882352939
1.1770617794856635
0
12500000
0
294185.36874999997
294185.36874999997
0
1.1003571428571428
1.1434314429289303
0
0
1.1434314429289303
0
1.1128571428571428
1.1434314429289303
0
379357.202680067
6.365119682490831E7
0
0
2459489.1428286736
0
+DD15+DE15=2459489.1428286736
+A15+1=3
6/15/2020
0.028806626000000002
0.02991241
0.004
0.004
0.004
0.004
0.05
0
0
0
0
4.2578999999999994E8
0
0
21289500
0
0
4.0450049999999994E8
7160616.394937999
7.459554051665363E7
0
0
3729777.025832681
0
0
2.5145002036012746E7
9.601076552683368E7
1216365.1596146799
0
0
0
0
25482.424101094926
8402463.978653774
2.5019277025832683E7
18764.457769374505
50000
191814.4571980505
2.5019277025832683E7
320000000
3509281.5288888887
3509281.5288888887
0
47500000
587672.8658333333
587672.8658333333
0
1.2605442176870745
1.3615933075283089
0
17500000
0
236636.05583333332
236636.05583333332
0
1.2187012987012984
1.2997027026406585
0
40000000
0
643104.6355555555
643104.6355555555
0
EFTA01415550
1.1164705882352939
1.177377742392126
0
12500000
0
298400.75416666665
298400.75416666665
0
1.1003571428571428
1.1437383783237796
0
0
1.1437383783237796
0
1.1128571428571428
1.1437383783237796
0
383628.914396101
6.282267826562535E7
0
0
2483160.3090124703
0
+DD16+DE16=2483160.3090124703
+A16+1=4
9/15/2020
0.028926722000000002
0.02997069
0.004
0.004
0.004
0.004
0.05
0
0
0
0
4.0450049999999994E8
0
0
20225025
0
0
3.8427547499999994E8
6815000.180936698
9.601076552683368E7
0
0
4800538.276341684
0
0
2.5151319875720285E7
1.163615471262123E8
1568511.454303832
0
0
0
0
25630.938346910043
8409142.57358744
2.5025563276341684E7
18769.17245725626
50000
191862.6517852862
2.5025563276341684E7
320000000
3514047.5377777773
3514047.5377777773
0
47500000
588380.3202777777
588380.3202777777
0
1.2605442176870745
1.3619354163995474
0
17500000
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12/15/2020
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3/15/2021
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6/15/2021
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9/15/2021
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12/15/2021
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3/15/2022
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6/15/2022
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9/15/2022
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12/15/2022
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3/15/2023
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6/15/2023
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9/15/2023
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12/15/2023
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3/15/2024
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6/15/2024
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9/15/2024
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12/15/2024
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3/15/2025
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6/15/2025
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9/15/2025
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12/15/2025
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3/15/2026
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6/15/2026
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9/15/2026
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12/15/2026
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3/15/2027
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6/15/2027
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9/15/2027
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12/15/2027
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3/15/2028
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EFTA01415563
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6/15/2028
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9/15/2028
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EFTA01415564
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12/15/2028
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3/15/2029
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6/15/2029
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9/15/2029
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EFTA01415565
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12/15/2029
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3/15/2030
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6/15/2030
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EFTA01415566
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9/15/2030
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12/15/2030
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3/15/2031
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6/15/2031
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9/15/2031
0.030315012000000002
EFTA01415567