REGISTRATION DOCUMENT

Transcription

1 REGISTRATION DOCUMENT ALADDIN SYNTHETIC CDO II SPC (a segregated portfolio company incorporated with limited liability under the laws of the Cayman Islands) ALADDIN SYNTHETIC CDO II (DELAWARE) LLC 12 October 2007 ALADDIN SYNTHETIC CDO II SPC (the Company ) is an exempted company incorporated with limited liability under the laws of the Cayman Islands and registered as a segregated portfolio company pursuant to Part XIV of the Companies Law (2004 Revision) of the Cayman Islands. As a segregated portfolio company, the Company will segregate substantially all of its assets and liabilities into separate segregated portfolios (each a Portfolio ), and the assets of one Portfolio will not be available to meet the obligations of any other Portfolio. ALADDIN SYNTHETIC CDO II (DELAWARE) LLC (the "Co-Issuer") is a limited liability company formed under The Delaware Limited Liability Company Act for the sole purpose of co-issuing a Series of Notes (other than any Series of Notes that will not be co-issued by the Co-Issuer). This Registration Document constitutes a Registration Document (the "Registration Document") for the purposes of Directive 2003/71/EC (the "Prospectus Directive ). Application has been made to the Irish Financial Services Regulatory Authority (the "Financial Regulator"), as competent authority under the Prospectus Directive, for the Registration Document to be approved. Such approval relates only to a Series of Notes that are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. In relation to a Series of Notes admitted to the Official List of the Irish Stock Exchange and to trading on the regulated market of the Irish Stock Exchange, the Registration Document is valid for a period of one year from the date hereof.

2 Table of Contents RESPONSIBILITY STATEMENT.3 RISK FACTORS... 3 THE COMPANY.3 THE CO-ISSUER... 3 LISTING AND GENERAL INFORMATION APPENDIX A GLOSSARY OF CERTAIN DEFINED TERMS..5 DIRECTORY...6 2

3 RESPONSIBILITY STATEMENT The Company and Co-Issuer accept responsibility for the information contained in this Registration Document. To the best of the knowledge and belief of the Company and Co-Issuer, the information contained in this Registration Document is in accordance with the facts and does not omit anything likely to affect the import of such information. Lack of Operating History. RISK FACTORS The Company is a recently incorporated Cayman Islands entity with no prior operating history, prior business or employees. The Company and the Co-Issuer for each Series of Notes will have no material assets other than Collateral relating to such Series of Notes that will be pledged to the related Trustee in connection with the related Series of Notes. Under the terms of the relevant Indenture the activities of each Issuer will be limited to (i) offering, issuing and selling the related Series of Notes and any Additional Notes of such Series, (ii) purchasing the Collateral related to such Series of Notes, (iii) entering into and performing its obligations under the related Credit Default Swap and the Portfolio Management Agreement, (iv) pledging the relevant Collateral to the Trustee (for the benefit of the Secured Parties of such Series of Notes) pursuant to such Indenture and (v) engaging in other activities incidental to the foregoing as permitted by the related Transaction Documents. Because the Company is a Cayman Islands company, it may not be possible for investors to enforce against the relevant Issuer in United States courts judgments predicated upon the civil liability provisions of the United States securities laws. The Company THE COMPANY The Company was formed on November 15, 2006 under Part XIV of the Companies Law (2004 Revision) of the Cayman Islands with registration number The Directors of the Company are: Steven O'Connor and Hugh Thompson, each having an address at Maples Finance Limited, P.O. Box 1093 GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands. The registered office of the Company is at the offices of Maples Finance Limited, P.O. Box 1093 GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands. The telephone number of the Company at such address is The Co-Issuer The Co-Issuer was formed on December 11, 2006 under The Delaware Limited Liability Company Act with registration number The registered office of the Co-Issuer is at the offices of Puglisi and Associates, 850 Library Avenue, Suite 204, Newark, Delaware The Directors of the Co-Issuer are currently Donald J. Puglisi, Steven O'Connor and Hugh Thompson; the sole officer of the Co-Issuer is Donald J. Puglisi, and he may be contacted at Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware The telephone number of the Co-Issuer at such address is The formation documents of the Co-Issuer set out the purposes of the Co-Issuer, which include the business to be carried out by the Co-Issuer in connection with the issuance of a Series of Notes. The Company Administrator The Company has appointed Maples Finance Dublin (the Company Administrator ) to act as the administrator of the Company. The office of the Company Administrator will serve as the registered office of the Company. Through this office and pursuant to the terms of an agreement to be dated on or about December 19, 2006 by and between the Company Administrator and the Company (the "Administration Agreement"), the Company Administrator will perform various management functions on behalf of each of the Issuers, including communications with shareholders and the general public, and the provision of certain clerical, administrative and other services until termination of the Administration Agreement. In consideration of the foregoing, the Company Administrator will receive various fees and other charges payable by the Company at rates agreed upon from time to time plus expenses. The directors of the Company listed above are also officers and/or employees of the Company Administrator and may be contacted at the address of the Company Administrator. Share Capital 3

4 The authorized share capital of the Company consists of 50,000 ordinary shares, U.S.$1.00 par value per share (the "Ordinary Shares"), 250 of which has been issued and will be held by a share trustee under the terms of a declaration of trust. For so long as any Series of Notes are outstanding, no beneficial interest in the Ordinary Shares of the Company will be registered to a U.S. Person. The Co-Issuer has US$6,100 of membership interests. Listing and General Information LISTING AND GENERAL INFORMATION Application will be made to the Irish Stock Exchange to admit the Offered Notes to the Official List and to trading on the Irish Stock Exchange. There can be no assurance that such admission will be granted. Copies of the Memorandum and Articles of Association of the Company will be deposited with the Trustee and respectively at the registered office of the Company or Co-Issuer, where copies thereof may be obtained, free of charge, in physical and electronic form upon request for the life of the Registration Document. Neither the Company or Co-Issuer are not, and have not since their respective dates of incorporation or formation, as applicable, been, involved in any governmental, litigation or arbitration proceedings relating to claims in amounts which may have or have had a significant effect on the financial position of either the Company or the Co-Issuer in the context of the issue of the applicable Offered Notes nor, so far as the Company or the Co-issuer is aware, is any such governmental, litigation or arbitration involving it pending or threatened. Neither the Company or Co-Issuer have since the dates of incorporation or formation, published annual reports or accounts. The Company is not required by Cayman Islands law, and the Company does not intend, to publish annual reports and accounts. Each Indenture, however, requires the relevant Issuer to deliver to the Trustee a Director's Certificate stating, as to each signatory thereof, that (a) a review of the activities of the relevant Issuer during the prior year and of the relevant Issuer's performance under the relevant Indenture has been made under his supervision; and (b) to the best of his knowledge, based on such review, each Issuer has fulfilled all of its obligations under the Indenture throughout the prior year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof. The Co-Issuer is not required by Delaware State law, and the Co-Issuer does not intend, to publish annual reports and accounts. The Company and Co-Issuer have been formed as special purpose vehicles for the purpose of issuing asset-backed securities. 4

5 GLOSSARY OF CERTAIN DEFINED TERMS Set forth below are definitions of certain defined terms used in this Registration Document. Collateral shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. Credit Default Swap" shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. Directors shall mean the appointed directors of the Company or Co-Issuer from time to time in accordance with the terms of the respective governing documents of the Company or Co-Issuer. Indenture shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. "Issuer" shall mean the Company, the Co-Issuer or both as the contest requires. Offered Notes shall mean any Series of Notes for which the Company and the Co-Issuer (if applicable) makes an application to the Irish Stock Exchange to admit such Series of Notes to the Official List and to trading on the Irish Stock Exchange. Paying Agent shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. Portfolio Management Agreement shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. Secured Parties" shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. "Series of Notes" shall mean any secured notes of the Company (or in the case of any co-issued notes) the Co-Issuer which are expressed to be consolidated and form a single Series, identical in all respects except for their respective issue date, and issued by the same Issuer. Transaction Documents shall have the meaning given to it in the relevant Securities Note document prepared in respect of a Series of Notes. Trustee shall mean the trustee appointed by the Company in respect of each Series of Notes. 5

6 REGISTERED OFFICE OF ISSUER Aladdin Synthetic CDO II SPC, c/o Maples Finance Limited P.O. Box 1093GT Queensgate House South Church Street Grand Cayman, Cayman Islands REGISTERED OFFICE OF CO-ISSUER Aladdin Synthetic CDO II (Delaware) LLC c/o Donald J. Puglisi Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware PRINCIPAL OFFICE OF ISSUER Aladdin Synthetic CDO II SPC, c/o Maples Finance Limited P.O. Box 1093GT Queensgate House South Church Street Grand Cayman, Cayman Islands PRINCIPAL OFFICE OF COMPANY ADMINISTRATOR Maples Finance Dublin 75 St. Stephen s Green Dublin 2 Ireland PRINCIPAL OFFICE OF CO- ISSUER Aladdin Synthetic CDO II (Delaware) LLC c/o Donald J. Puglisi Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware TRUSTEE, PAYING AGENT AND TRANSFER AGENT AND REGISTRAR The Bank of New York, 101 Barclay Street, Floor 4 East, New York, New York LISTING AGENT Maples and Calder Listing Services Limited 75 St. Stephens Green Dublin 2, Ireland IRISH PAYING AGENT 6

7 Maples Finance Dublin 75 St. Stephens Green Dublin 2, Ireland PORTFOLIO MANAGER Aladdin Capital Management LLC Six Landmark Square 6 th Floor Stamford, Connecticut LEGAL ADVISORS To the Issuers as to United States law Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York United States of America To the Issuers as to Cayman Islands law Maples and Calder P.O. Box 309GT Ugland House South Church Street Grand Cayman, Cayman Islands To the Initial Purchasers Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York United States of America 7