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 Southern Cross Healthcare Resident Funding Ashbourne Senior Living Resident Funding Active Care Partnerships Resident Funding Private 19% Private 40% Private 1% Local Authority 81% Local Authority 60% Local Authority 99% Source: Annual Report and Accounts 2006, Southern Cross Healthcare Group PLC Employees As of April 2007, the Southern Cross group employed approximately 33,000 people through its three brands. In order to keep operating costs low whilst providing high quality services, the group maintains an active foreign recruitment programme and currently employs in excess of 2,000 staff from eastern Europe and southeast Asia. Other Tenants Tenant Operator Group Four Seasons Health Care Limited (“Four Seasons”) Craegmoor Healthcare Co. Limited (“Craegmoor Healthcare”) Methodist Homes for the Aged (“MHA”) Care Management Group Limited (“CMG”) Britannia Healthcare Limited (“Britannia Healthcare”) (1) Hillcroft Nursing Homes Limited (“Hillcroft Nursing Homes”) Description The UK’s third largest independent provider of care home and specialist services (with a circa 4.5% market share), established in the late 1980s. The company owns and operates circa 440 nursing and specialised care homes throughout the UK. As of April 2007, Four Seasons had circa 21,000 staff and cares for over 18,000 residents. The company operates its specialised hospitals and centres under the Huntercombe Group brand, providing services for patients with varying needs such as mental health, addiction, physical and neuron disabilities, brain injury rehabilitation and learning disabilities. Craegmoor Healthcare is the UK's leading independent provider of specialist care for adults and younger people with a range of needs. These include learning disabilities, mental health problems, physical disabilities, dementia and nursing care for older residents, as well as neurological illnesses and acquired brain injuries. The business operates over 250 care homes, supported living units and independent hospitals as well as specialist educational colleges, caring for and supporting over 5,000 people and employing more than 7,000 members of staff. Methodist Homes for the Aged was founded by the Methodist Church in 1943 as an independent charity to improve the lives of older people. In 1945 their first residential care home was opened in Wallington, Surrey. From 1945 onwards, MHA has continued to develop new care homes. MHA operates throughout the UK, providing care homes, housing and support services. The organisation supports more than 8,500 older people in residential and nursing care homes, specialist dementia care homes, sheltered housing schemes and community projects. MHA employs 4,000 staff and has more than 5,000 volunteers. Incorporated in 1995 with the objective of providing care for those with learning difficulties and associated needs. As an expanding company predominantly in the southeast of England and south Wales, CMG employs around 1,200 people involved in the care and support of the 550 service users in its 85 facilities and also at its head office in Wimbledon. Day services, therapeutic centres and a school supplement the care services, as well as events such as the annual Residents’ Forum. Britannia Healthcare is engaged in the provision of nursing home care for the elderly. Hillcroft Nursing Homes is an independent provider of nursing home care with a range of care services such as respite, temporary, permanent and convalescence care, elderly frail nursing and elderly mentally infirm nursing. (1) A petition for the winding up of Britannia Healthcare Limited has been filed by HM Revenue & Customs at Court in Edinburgh but as at the date of this document, there is no further information on the status of the petition 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 relevant amount due (of £51,408.14) has been paid in full in settlement thereof to HM Revenue & Customs. For further details, please see the Offering Circular. 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 28
Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007 Market Overview Industry Structure The care home market in the UK consists of residential and nursing homes, mainly providing long-term care for older people who are physically dependent and/or suffering from forms of dementia. There are two main types of care homes: (1) residential home conversions and (2) purpose-built care home facilities. The market is relatively mature and transparent and the industry consists of different categories of participants, including owneroperators, lessee-operators and owner-investors. Laing and Buisson estimated the size of the UK care home market (measured in terms of registered beds) to be approximately 468,000 in April 2006. The care home sector remains fragmented albeit with a trend towards consolidation. King Sturge LLP estimate that the top ten UK providers operated circa 22.0% of the total beds available as of November 2006 (Source: King Sturge LLP Valuation Report). Southern Cross is the largest provider, representing only 6% of market share. Supply of Care Home Beds Between 1989 and 1996, the total bed spaces for nursing, residential and long stay hospital care for the elderly, chronically ill and physically disabled increased from circa 465,000 to circa 571,300 beds (see below). Consequent oversupply and local authority fee adjustments below inflation reduced occupancy and profitability levels for operators. Therefore, the supply of care home beds in the UK has fallen gradually since the late-1990s. Bed Capacity (1988-2006) Source: Laing and Buisson UK Market Survey 2006 From 1996 through 2006, the number of beds in the market has decreased from a peak of 571,300 beds in 1996 to 468,000 in April 2006 (Source: Laing and Buisson). However, there are some indications of a changing trend in the care homes market and over a oneyear period, the closure rate for homes reduced from circa 711 homes (12,714 beds) as of April 2005 to approximately 323 homes (7,461 beds) as of April 2006. The decrease in capacity is more marked in the public sector than in the private sector. In the latter, the decline of bed capacity is more apparent in converted homes as a result of more stringent regulatory controls and requirements as well as the boom in the residential property market. 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 29
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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
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PTCE 96-23, which exempts certain t
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SUBSCRIPTION AND SALE Credit Suisse
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TRANSFER RESTRICTIONS Because of th
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GENERAL INFORMATION 1. The issue of
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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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Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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