EFTA01365528.pdf

THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM HAS BEEN FURNISHED BY THE CO-ISSUERS AND OTHER SOURCES BELIEVED BY THE CO-ISSUERS TO BE RELIABLE OR, WITH RESPECT TO INFORMATION IN THE SECTIONS ENTITLED "SUMMARY OF TERMS-INVESTMENT MANAGER.- "RISK FACTORS-RISK FACTORS RELATING TO THE SECURITIES-CONSIDERATIONS RELATING TO THE INVESTMENT MANAGER; DEPENDENCE ON KEY PERSONNEL," - RISK FACTORS-RISK FACTORS RELATING TO THE ISSUER AND ITS SERVICE PROVIDERS-CERTAIN CONFLICTS OF INTEREST RELATED TO THE INVESTMENT MANAGER," "RISK FACTORS-RISK FACTORS RELATING TO THE ISSUER AND ITS SERVICE PROVIDERS-ING GROUP RESTRUCTURING" AND "INVESTMENT MANAGER" (COLLECTIVELY, THE "MANAGER INFORMATION"). THE INVESTMENT MANAGER. NONE OF THE INVESTMENT MANAGER (OTHER THAN WITH RESPECT TO THE MANAGER INFORMATION), THE CO-ISSUERS (WITH RESPECT TO THE MANAGER INFORMATION ONLY) NOR THE INITIAL PURCHASER HAS MADE ANY INDEPENDENT INVESTIGATION OF SUCH INFORMATION AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION. THIS OFFERING MEMORANDUM CONTAINS SUMMARIES. BELIEVED TO BE ACCURATE. OF CERTAIN TERMS OF CERTAIN DOCUMENTS BUT REFERENCE IS MADE TO THE ACTUAL DOCUMENTS. CONES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST, FOR THE COMPLETE INFORMATION CONTAINED THEREIN. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THIS REFERENCE. THIS OFFERING MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH THE OFFERING (THE "OFFERING") AND LISTING OF THE SECURITIES, AS DESCRIBED HEREIN. THE CO-ISSUERS ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED HEREIN (OTHER THAN THE MANAGER INFORMATION). TO THE BEST KNOWLEDGE AND BELIEF OF THE CO-ISSUERS (WHO HAVE TAKEN REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE), THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM (OTHER THAN THE MANAGER INFORMATION) IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. THE INVESTMENT MANAGER ACCEPTS RESPONSIBILITY FOR THE MANAGER INFORMATION. TO THE BEST KNOWLEDGE AND BELIEF OF THE INVESTMENT MANAGER (WHO HAS TAKEN REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE). THE MANAGER INFORMATION IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION. IN EACH OF ITS CAPACITIES (INCLUDING AS TRUSTEE, PAYING AGENT, INDENTURE REGISTRAR AND COLLATERAL ADMINISTRATOR) HAS NOT PARTICIPATED IN THE PREPARATION OF THIS OFFERING MEMORANDUM AND ASSUMES NO RESPONSIBILITY FOR ITS CONTENT. NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING MEMORANDUM. AND. IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CO-ISSUERS, THE INVESTMENT MANAGER OR THE INITIAL PURCHASER. THE INFORMATION CONTAINED HEREIN IS AS OF THE DATE HEREOF AND IS SUBJECT TO CHANGE, COMPLETION OR AMENDMENT WITHOUT NOTICE. NEITHER THE DELIVERY OF THIS OFFERING MEMORANDUM AT ANY TIME NOR ANY SUBSEQUENT COMMITMENT TO ENTER INTO ANY FINANCING SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF THE CO-ISSUERS OR THE INVESTMENT MANAGER SINCE THE DATE HEREOF. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING MEMORANDUM AS INVESTMENT, LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL. ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL. TAX. BUSINESS, FINANCIAL AND RELATED ASPECTS OF A PURCHASE OF SECURITIES. NONE OF THE TRANSACTION PARTIES OR THEIR AFFILIATES IS MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF SECURITIES REGARDING THE LEGALITY OF AN INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS. IN MAKING AN INVESTMENT DECISION. INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CO-ISSUERS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. iv CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056302 CONFIDENTIAL SDNY GM_00202486 EFTA01365528