UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
February 27, 2007
Permanent Master Issuer plc
(Exact name of issuing entity as specified in its charter)
Permanent Funding (No. 2) Limited
(Exact name of depositor as specified in its charter)
Halifax plc
(Exact name of sponsor as specified in its charter)
England and Wales 333-140655 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
35 Great St. Helen's, London, United Kingdom EC3A 6AP
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, +44 (0)20 7398-6300
including area code:
No Change
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[box] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[box] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[box] Pre-commencement communications pursuant to Rule 14d-2(d) under
the Exchange Act (17 CFR 240.14d-2(b))
[box] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
Pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended,
concurrently with, or subsequent to, the filing of this Current Report on Form
8-K, Permanent Funding (No. 2) Limited is filing a prospectus and a prospectus
supplement dated February 23, 2007 (the "Prospectus Supplement") with the
Securities and Exchange Commission (the "Commission") relating to the Issue
2007-1 Series 1 Class A, Series 2 Class A1, Series 2 Class A2, Series 4 Class
A, Series 1 Class B and Series 1 Class C Notes to be issued by Permanent Master
Issuer plc (the "Notes").
The consolidated financial statements of Deutsche Bank Aktiengesellschaft
("Deutsche Bank") and its subsidiaries as of December 31, 2005 and 2004 and for
each of the years in the three-year period ended December 31, 2005, which were
prepared in accordance with U.S. generally accepted accounting principles, and
included in, or as exhibits to, Deutsche Bank's Annual Report on Form 20-F for
the year ended December 31, 2005 (which was filed with the Commission on March
23, 2006) (the "Deutsche Bank Financial Statements"), are incorporated by
reference in the preliminary prospectus supplement relating to the Notes. The
Deutsche Bank Financial Statements are incorporated by reference in the
preliminary prospectus supplement relating to the Notes on reliance upon the
audit report of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, an independent registered public accounting
firm, given on the authority of said firm as experts in accounting and
auditing.
The consolidated statements of financial condition of Credit Suisse (USA),
Inc. and subsidiaries ("CSUSA") as of December 31, 2005 and 2004, and the
related consolidated statements of income, changes in stockholder's equity and
cash flows for each of the years in the three-year period ended December 31,
2005, which appear in CSUSA's Annual Report on Form 10-K for the year ended
December 31, 2005 filed with the Commission on March 20, 2006 are incorporated
by reference in this Form 8-K and in the Prospectus Supplement.
The condensed consolidated statement of financial condition of CSUSA as of
September 30, 2006, the related condensed consolidated statements of income for
the three and nine-month periods ended September 30, 2006 and 2005, and the
related condensed consolidated statements of changes in stockholder's equity
and cash flows for the nine-month periods ended September 30, 2006 and 2005
contained in CSUSA's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2006, filed with the SEC on November 14, 2006 are
incorporated by reference in this Form 8-K and in the Prospectus Supplement.
In connection with the issuance of the Notes, the Registrant is filing
herewith the consent of KPMG LLP ("KPMG") to their being referred to as
"Experts" in the Prospectus Supplement and the incorporation by reference of
their report on the consolidated statements of financial condition of CSUSA, as
of December 31, 2005 and 2004, and the related consolidated statements of
income, changes in stockholder's equity and cash flows for each of the years in
the three-year period ended December 31, 2005, in the Registration Statement of
the Registrant (Registration No. 333-140655) and in the Prospectus Supplement
referred to above related to the issuance of the Notes. The consent of KPMG is
attached hereto as Exhibit 23.2.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft,
independent registered public accounting firm of Deutsche
Bank Aktiengesellschaft.
23.2 Consent of KPMG LLP, independent registered public accounting
firm of Credit Suisse (USA), Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERMANENT FUNDING (NO. 2) LIMITED,
By: /s/ David Balai
---------------------------------
Name: David Balai
Title: Director
Dated: February 27, 2007
EXHIBIT INDEX
Exhibit No. Description Page No.
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft,
independent registered public accounting firm of
Deutsche Bank Aktiengesellschaft
23.2 Consent of KPMG LLP,
independent registered public accounting firm of
Credit Suisse (USA), Inc.
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
To the Supervisory Board of
Deutsche Bank Aktiengesellschaft:
We consent to the incorporation by reference in the Registration Statement (No.
333-137495) of Permanent Funding (No. 2) Limited (Issue of Series 2007-1 Notes)
of our audit report dated March 9, 2006 with respect to the consolidated
balance sheets of Deutsche Bank Aktiengesellschaft and subsidiaries (the
"Company") as of December 31, 2005 and 2004, and the related consolidated
statements of income, comprehensive income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 2005, and to the reference to our firm under the heading "Independent
Registered Public Accounting Firm" in the prospectus supplement.
Our audit report refers to the fact that the Company adopted FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities" and
Statement of Financial Accounting Standards No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
during 2003.
/s/ KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Frankfurt am Main (Germany)
February 22, 2007
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholder
Credit Suisse (USA), Inc.:
We consent to the use of our report dated March 20, 2006, with respect to the
consolidated statements of financial condition of Credit Suisse (USA), Inc. and
subsidiaries as of December 31, 2005 and 2004, and the related consolidated
statements of income, changes in stockholder's equity and cash flows for each
of the years in the three year period ended December 31, 2005, which report is
incorporated by reference in the prospectus supplement dated February 23, 2007
forming part of the registration statement on Form S-3 (No. 333-137495) and to
the reference to our firm as "Experts" in such prospectus supplement.
Our report refers to changes in accounting for share based compensation and
variable interest entities.
/s/ KPMG LLP
New York, New York
February 22, 2007