Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007 Libra Loan Loan Information Property Information Original Lender: Loan Seller: Loan Arranger: Cut-Off Date Securitised Principal Balance (1) : % of Cut-Off Date Securitised Principal Balance: CS Funding 1 Limited Libra 2007 (NHP) Limited Credit Suisse, London Branch £638,000,000 100.0% First Due Date: 15 April 2007 Loan Purpose: Cut-Off Date Secured Subordinate Debt: Whole Loan Interest Rate: Securitised Loan Interest Rate: Whole Loan Interest Rate Hedge/Resulting Rate: Refinancing £534,000,000 (2) LIBOR + 1.5000% p.a. LIBOR + 0.9627% p.a. Yes/LIBOR + 1.5000% p.a. (3) Loan Maturity Date: 15 January 2009 (4) Borrower: A limited liability company incorporated under the laws of the Cayman Islands. Property Owning Companies: Libra Propcos Interest Calculation: Actual/365 Scheduled Amortisation: No (5) Call Protection: Reserves: Lockbox (6) : Yield Maintenance through and including 15 January 2008; thereafter Prepayment Charge through but excluding 15 January 2009 (or through but excluding 15 January 2010 in case extension option is exercised). Cash Reserve Account, Capital Expenditure Reserve Account. Yes Property Type: Number of Properties: 297 Location: Year Built: Care Home / Staff Accommodation Various, UK Various Total number of rooms: 14,796 Total number of beds: Occupancy (7) : 90.0% 14,796 (registered) Tenure: Freehold (96.5% by Value) / Leasehold (2.6% by Value) / Freehold/Leasehold (0.9% by Value) Property Management (8) : Sponsor Affiliate U/W NOI (9) : £66,231,486 Average U/W NOI per Registered Bed (9) : £4,476 Value: £1,338,341,000 Net Yield to Value (10) : 4.95% Average Value per Registered Bed: £90,453 Valuation Date: 31 January 2007 Valuer: Cut-Off Date LTV (11) : King Sturge LLP Securitised Debt Total Debt 47.7% 87.6% Maturity LTV (12) : 47.7% 87.6% Cut-Off Date U/W ICR (13) : Cut-Off Date U/W DSCR (13) : 1.79x 1.05x (14) 1.79x 1.00x (14) Net Yield to Debt at Cut-Off Date (15) : 10.38% 5.65% Net Yield to Debt at Maturity (15) : 10.82% 5.89% (1) The Libra Loan comprises the senior tranche of the Libra Whole Loan, which has a Cut-Off Date Whole Loan Principal Balance of £1,172,000,000. The related subordinate tranche has a Cut-Off Date Secured Subordinate Debt Principal Balance of £534,000,000. (2) Excludes separate, subordinated £70,000,000 PIK Facility Loan. The PIK Facility Loan is not held by the Issuer and will instead be held by third parties. (3) The Libra Whole Loan accrues interest at a floating rate. The floating rate on the Libra Whole Loan is hedged through an interest rate swap agreement entered into by the Borrower, pursuant to which the Borrower will swap a portion of the interest rate payable on the Libra Whole Loan for LIBOR fixed on the 15 th of each January, April, July and October or, if such day is not a Business Day, then on the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). (4) Assumes that Borrower does not exercise the one-year Libra Whole Loan extension option. (5) Full sweep of excess cash flow (if any) will be applied to repayment of the Libra Whole Loan. (6) The Security Agent has sole signing rights with respect to the Rent Account, the Deposit Account, the Capital Expenditure Reserve Account and the Cash Reserve Account. The Borrower has signing rights with respect to the General Account provided no Default is outstanding. (7) Based on the total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%. (8) Details are set out in the Offering Circular. (9) The calculation of U/W NOI is set out in the Offering Circular. (10) Based on the aggregate U/W NOI for the Properties, divided by the Value at the Valuation Date as set forth in the related Valuation Report. (11) Based on the Cut-Off Date Securitised Principal Balance or Cut-Off Date Whole Loan Principal Balance divided by the Value as set forth in the Valuation Report. (12) Based on the Principal Balance of the Libra Loan or Libra Whole Loan at the Loan Maturity Date (assuming no prepayments) divided by the Value at the Valuation Date as set forth in the related Valuation Report. (13) Calculated based on U/W NOI, divided by (i) total interest (in the case of Cut-Off Date Securitised or Whole Loan U/W ICR) or (ii) aggregate debt service (in the case of Cut-Off Date Securitised Loan or Whole Loan U/W DSCR) payable under the Libra Loan for the first four quarterly payment dates after the Cut-Off Date. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions. (14) With respect to the Libra Whole Loan, the U/W ICR and U/W DSCR are calculated after taking into account amounts on deposit in the Cash Reserve Account in order to comply with the minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment). Excluding the benefit of the Cash Reserve Account, the Libra Whole Loan U/W ICR is 0.89x and the Libra Whole Loan U/W DSCR is 0.89x. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions. (15) Based on U/W NOI (taking into account fixed annual rental uplifts, if applicable). NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR. Page 20
Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007 Libra Loan • LOAN PURPOSE: Summary – Refinancing a healthcare portfolio located throughout the UK: England (72.1% of aggregate market value), Scotland (17.9% of aggregate market value), Wales (6.8% of aggregate market value) and Northern Ireland (3.2% of aggregate market value). • PROPERTIES: – The portfolio comprises 294 care homes (including two parcels of land adjacent to two care homes) and three properties providing staff accommodation. – The majority of care homes in the portfolio (209) were constructed since the 1990s. 235 care homes, including three properties related to staff accommodation, are purpose-built. The remainder of the care homes includes 38 conversions and 24 part new-build/part conversions. – The three properties comprising staff accommodation are in the locality of three other care homes and are three- to five-bedroom houses built between 1974 and 2004. – The care homes range in size from three- to 150-beds with an average of circa 50 beds. The portfolio comprises a total of 14,796 registered beds (including 12 beds relating to the staff accommodation), 92.5% of which are arranged in single rooms and 71.4% of the total number of rooms benefit from ensuite facilities. • TENANCIES: – 297 Fully Repairing and Insuring (“FRI”) leases with a weighted average remaining lease term of 20.5 years (to first break or expiry). There is an agreement in place in respect of 287 Properties such that at expiry of the relevant lease, such Occupational Lease will be extended to 29 May 2041. – Portfolio is 5.6% under rented. Rent review provisions across the portfolio fall into three categories: (i) annual 2.5% uplift (281 Properties, 94.3% of Annualised Base Rent); (ii) turnover-based rent in addition to an annual base rent (7 Properties, 3.9% of Annualised Base Rent) and (iii) RPI-based (6 Properties, 1.9% of Annualised Base Rent), excluding the three staff accommodation properties. – Southern Cross Healthcare Group PLC (“Southern Cross”) is the largest tenant operator group, accounting for 86.5% of the Annualised Base Rent of the portfolio. Southern Cross is the UK’s largest provider of care home services for the elderly (with circa 6% of market share). The Southern Cross leases have an unexpired term of circa 21.1 years (no break option) and are generally subject to fixed annual uplifts of 2.5%. – A petition has been presented at Court in Edinburgh by HM Revenue & Customs for the winding up of Britannia Healthcare Limited, including an application for appointment of a liquidator. Britannia Healthcare Limited guarantees the leases of its affiliate (Britannia Leased Homes Limited (“BLHL”)) which operates six freehold Properties in the portfolio, representing in aggregate 1.9% of Annualised Base Rent. At the date of this document, there is no further information on the status of the petition, other than that it has been presented, and no order to wind up has been granted (or dismissed) by the Court. The Managing Director of Britannia Healthcare Limited has made a certified statement, confirming that the amount due to HM Revenue & Customs (of £51,408.14) has been paid in full in settlement thereof to HM Revenue & Customs. Notwithstanding the above, in the event of a winding up order and appointment of a liquidator relating to Britannia Healthcare Limited, the relevant landlord may commence forfeiture proceedings against the relevant tenant, BLHL. If the landlord regains possession of the property it may re-let the Properties to another tenant. • RESERVES: – Upfront cash reserve of £17,476,993.61 (as of 26 th April 2007) available to cover interest shortfalls and satisfy the minimum ICR covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment). – In order to exercise the Libra Whole Loan extension option at the end of the second year of the loan term, the NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR. Page 21
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OFFERING CIRCULAR £638,100,000 Tit
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NOTICE TO INVESTORS The Notes of ea
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TRUE, COMPLETE AND NOT MISLEADING.
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(a) to legal entities which are aut
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all materials of any kind (includin
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EXECUTIVE SUMMARY This Executive Su
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STRUCTURE CHART The diagram below i
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Special Servicer ..................
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• relate to a particular Payment
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(b) charges over accounts into whic
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Period (such amounts, collectively,
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espect of the timing or manner of e
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Principal and interest on the Class
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interest determined by reference to
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The Class V Notes will be subject t
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Prospectus to be approved. Applicat
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(b) NAI Amounts have been allocated
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(xvii) seventeenth, to pay to the A
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1984, as amended. If your investmen
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The terms of the leases might affec
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Changes in Medical Practice: The me
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law fixed charges. The security ove
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Tenant Operator Group (1) Southern
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contained in the Security Agreement
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(b) serving a notice of default (in
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• in connection with its acquisit
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Under the terms of the Credit Agree
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Properties. However, there can be n
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until the premises are again render
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Pursuant to the Guarantee and Subor
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The enforcement of security in Scot
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The Notes and interest thereon will
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however, there is a conflict betwee
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profits or losses could arise in th
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including financing relationships,
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THE PARTIES Issuer Titan Europe 200
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THE LIBRA LOAN AND PROPERTIES Gener
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which (whether alone or in combinat
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(v) projected net rental income pay
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(d) any right or remedy of a Financ
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Care Standards Act 2000 (for Proper
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Properties located in Northern Irel
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Borrower Group Structure Chart (1)
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amount of: (i) £216,000 as an upfr
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subject to matters disclosed in the
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(b) first fixed charges over its in
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Loan Name Principal Amount Libra Lo
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there will be nothing to prevent th
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the Related Security has become enf
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Insurance: The landlord is to insur
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Properties by Country Country Numbe
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(l) Subject as set out in paragraph
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forfeited or irritated on bankruptc
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(C) any payment made by the Loan Ar
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Moneyline/Telerate Page 3937 or on
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(xv) fifteenth, to pay all principa
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DESCRIPTION OF THE NOTE TRUST DEED
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Each Swap Transaction and Basis Swa
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Credit Suisse Group 100% Credit Sui
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(f) except with respect to matters
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A “Subordinate Lender Control Val
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(h) any action to bring a Property
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“Assumed Scheduled Payment” mea
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(b) in the event the related Proper
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Rights of PIK Facility Lenders” a
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Provider or the Backup Advance Prov
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Servicing Fee, Special Servicing Fe
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purporting to give notice) provided
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CASH MANAGEMENT Cash Manager Pursua
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The Cash Manager will be permitted
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ESTIMATED AVERAGE LIVES OF THE NOTE
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available to an investor in such No
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Class D Payment Date Scenario 1 Sce
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Loan Capital £ Class A Commercial
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2. Notes to the financial informati
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Rule 144A Global Note directly thro
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applicable to Book-Entry Interests
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the time being of the Note Trustee,
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a new Definitive Note in respect of
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provided that paragraphs (A) to (E)
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4. Covenants Issuer will not (or th
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5. Interest the Special Servicer, a
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and (ii) the Class X Net Weighted A
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outstanding is redeemed in full pur
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cent. of the aggregate Principal Am
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Outstanding and Note Factor), and e
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elevant authorities for the amount
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other person as it may think fit to
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(e) The enforcement of the security
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Noteholders and/or the Class D Note
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senior class of Notes then outstand
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17. Privity of Contract The Notes d
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OFFERING EXPENSES Fees and expenses
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Floating Charge. A lender will typi
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Enforcement of Security in England
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Under Section 6 of the Law of Distr
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the same priority in respect of any
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The bankrupt’s estate is comprise
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incorporated overseas. As regards s
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Right of redemption. Under Section
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Floating Charge. Under Northern Iri
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shares. The right to the former is
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The effect of a declaration of dés
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IRISH TAXATION The following is a s
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There can be no assurance that the
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individual resident in another Memb
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y the purchaser in respect of the C
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A Note will be considered issued wi
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which will not be treated as intere
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included in income. Any gain from t
Page 221 and 222: PTCE 96-23, which exempts certain t
Page 223 and 224: SUBSCRIPTION AND SALE Credit Suisse
Page 225 and 226: TRANSFER RESTRICTIONS Because of th
Page 227 and 228: GENERAL INFORMATION 1. The issue of
Page 229 and 230: APPENDIX 1 INDEX OF DEFINED TERMS
Page 231 and 232: Financial Regulator in Ireland ....
Page 233 and 234: Prospectus Directive...............
Page 235 and 236: APPENDIX 2 FORM OF STATEMENT TO NOT
Page 237 and 238: Titan Europe 2007-1 (NHP) Limited C
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Page 285 and 286: APPENDIX 4 THE BORROWER A. Informat
Page 287: REGISTERED AND HEAD OFFICE OF THE I
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