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

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Obligor Name Date of Formation Guarantor 17 19 January 1987 Propco 1 11 March 1993 Propco 12 19 September 1995 Propco 10 5 December 1996 Propco 11 5 December 1996 Propco 13 5 December 1996 Guarantor 22 27 January 1997 Propco 14 13 February 1997 Guarantor 16 2 July 1997 Guarantor 11 12 August 1997 Guarantor 21 4 September 1997 Guarantor 15 13 February 1998 Guarantor 13 9 September 1998 Propco 5 30 September 1998 Propco 6 9 October 1998 Guarantor 20 26 October 1998 Guarantor 14 25 May 1999 Guarantor 18 25 May 1999 Propco 8 25 May 1999 Propco 4 16 August 1999 Propco 7 26 August 1999 Guarantor 12 8 October 1999 Propco 9 8 October 1999 Propco 15 6 December 2002 Guarantor 6 25 November 2004 Guarantor 7 25 November 2004 Guarantor 8 25 November 2004 Guarantor 10 25 November 2004 Guarantor 9 5 January 2005 Guarantor 2 29 May 2005 Guarantor 19 6 July 2005 Guarantor 4 7 September 2005 Propco 3 7 September 2005 Propco 2 30 September 2005 Guarantor 1 13 October 2005 Guarantor 3 13 October 2005 Guarantor 5 13 October 2005 Structural Mezzanine Borrower 25 January 2006 Borrower 25 January 2006 Accordingly, although each such Obligor represented at origination of the Libra Whole Loan that it had no existing material liabilities (other than indebtedness permitted under the Credit Agreement) and the Loan Arranger reviewed the pro forma balance sheet of the Borrower and operator statistics provided by the Property Owners, each such Obligor has been operating its respective Property for a substantial time prior to the origination of the Libra Whole Loan and, therefore, may have a substantial operating history. The existence of such prior operating history creates a higher risk for such Obligors that there may exist certain claims in connection with such prior operations that have not yet been made against such Obligor. There can be no assurance that such claims will not arise during the term of the Libra Loan and that, if they do arise, that the related Obligor will have sufficient resources to meet any such unforeseen claims. The insolvency of the Borrower, the Principal Tenant or any of their respective, direct or indirect subsidiaries would result in a Loan Event of Default, giving rise to an acceleration of the Libra Whole Loan and an enforcement of the Related Security. This could result in significant delays in the receipt by the Issuer of payments under the Libra Loan which could adversely affect the ability of the Issuer to make all payments due on the Notes. Tenant Concentration: A deterioration in the financial condition of a tenant can be particularly significant if property is leased to a single tenant or a small number of tenants. Properties leased to a single tenant or tenant group, or a small number of tenants or tenant groups, are also more susceptible to interruptions in cash flow if a tenant fails to renew any or all of its occupational leases. This is so because: (i) the financial effect of the absence of rental income may be severe; (ii) more time may be required to re-lease the space; and (iii) substantial capital costs may need to be incurred to make the space appropriate for replacement tenants. The Properties in relation to the Libra Whole Loan contain the following example of tenant concentration: 44
Tenant Operator Group (1) Southern Cross Healthcare Group PLC Four Seasons Health Care Limited Care Management Group Limited Craegmoor Healthcare Co. Limited Tenant or Parent Company Ratings (2) Annualised Base Rent Percent of Total Annualised Base Rent (3) Cumulative Percent of Total Annualised Base Rent (3) Number of Registered Beds (4) Percent of Total Number of Registered Beds (3) Weighted Average Remaining Lease Term (years) (5) NR/NR/NR £58,397,666 86.5% 86.5% 13,176 89.1% 21.1 NR/NR/NR £2,874,847 4.3% 90.7% 594 4.0% 13.8 NR/NR/NR £2,383,031 3.5% 94.3% 263 1.8% 20.2 NR/NR/NR £1,594,954 2.4% 96.6% 270 1.8% 14.4 Britannia Healthcare NR/NR/NR £1,275,559 1.9% 98.5% 306 2.1% 16.9 Limited (6) Methodist Homes for NR/NR/NR £639,716 0.9% 99.5% 121 0.8% 26.8 the Aged Hillcroft Nursing NR/NR/NR £365,272 0.5% 100.0% 66 0.4% 16.0 Homes Limited Total / Weighted Average £67,531,045 100.0% 14,796 100.0% 20.5 (1) For the purpose of certain calculations in this document, tenants are allocated to operator groups as follows: Southern Cross Healthcare Group PLC: Active Care Partnerships Ltd, APTA Healthcare (UK) Ltd, Exceler Ireland Limited, Modelfuture Ltd, Southern Cross Care Centres Ltd, Southern Cross Care Homes No 2 Ltd, Southern Cross Care Homes No 3 Ltd, Southern Cross Cymru Ltd, Southern Cross Healthcare Centres Ltd, Southern Cross Healthcare Services Ltd, Southern Cross Home Properties Ltd and Trinity Care Homes Limited, together with three Properties which are staff accommodation Properties; Four Seasons Health Care Limited: Cedarhurst Lodge Ltd, Edgewater Lodge Ltd, Laudcare Ltd, Lisnisky Limited (formerly Tamaris (Ulster) Limited), Osbourne Ltd and Saintfield Ltd; Craegmoor Healthcare Co. Limited: Speciality Care (EMI) Plc and Speciality Care (UK Lease Homes) Ltd. (2) S&P / Moody’s / Fitch ratings based on senior unsecured debt (or local issuer credit, if senior unsecured debt is unavailable) rating of company or parent (regardless of whether parent is an obligor under the lease). (3) Percentages may not total 100% due to rounding. (4) Based on the total number of rooms. (5) To the earlier of first break date or lease expiry. (6) A petition for the winding up of Britannia Healthcare Limited has been presented 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. See “Risk Factors—Loan Related Risks—Risks Relating to Terms of the Occupational Leases”. Risks Relating to the Hedging Transactions: The Borrower has entered into two Swap Transactions, in relation to the Libra Whole Loan, pursuant to which the Borrower swaps an amount based on a fixed rate for an amount based on three-month LIBOR: (a) for the period from the date of origination of the Libra Whole Loan up to 15 January 2010 (the “Spot Swap”), and (b) for the period from 15 January 2010 up to 15 January 2017 (the “Forward Swap” and together with the Spot Swap, the “Swap Transactions”). The notional balance of each Swap Transaction will be equal to the principal balance of the Libra Whole Loan. The obligations of the Borrower to pay amounts to the Swap Provider under the Swap Transactions rank senior to the obligations of the Borrower to make payments of interest and principal under the Credit Agreement with respect to the Libra Whole Loan. However, all payments received by the Borrower that are due to the Swap Provider will be deposited into the Tranching Account pursuant to the Senior Intercreditor Deed. The terms of the Senior Intercreditor Deed provide that any payments due to the Swap Provider (including any obligations to pay Swap Termination Payments, but excluding any Swap Subordinated Amounts) will be paid prior to any amounts being paid on account of the Libra Loan. Such amounts due to the Swap Provider that are paid senior to the Libra Loan are to be paid into the Collection Account. From the Collection Account, all amounts on the Spot Swap will be paid senior to any amounts paid on the Notes. However, any amounts due on the Forward Swap will only be paid after payments of principal and interest on the Class A Notes and Class X Notes (as to interest only) (the “Forward Swap Subordinate Amounts”) and prior to amounts on the Class B Notes. The Libra Whole Loan has no scheduled amortisation, and therefore the notional amount under the Swap Transactions has been set accordingly. There can be no assurance that the notional amount of the Swap Transaction will not become greater than the principal amount of the Libra Whole Loan in which case a termination payment may be due from the Borrower to the Swap Provider, which payment (other than with respect to the Forward Swap Subordinate Amounts) will rank senior to the Notes or, with respect to the Forward Swap Subordinate Amounts, will rank subordinate to the Class A Notes and Class X Notes but senior to all other Notes (other than the Class V Notes). Whilst the notional amount under the Swap Transaction is not 45
Page 1 and 2: OFFERING CIRCULAR £638,100,000 Tit
Page 3 and 4: NOTICE TO INVESTORS The Notes of ea
Page 5 and 6: TRUE, COMPLETE AND NOT MISLEADING.
Page 7 and 8: (a) to legal entities which are aut
Page 9 and 10: all materials of any kind (includin
Page 11 and 12: EXECUTIVE SUMMARY This Executive Su
Page 13 and 14: STRUCTURE CHART The diagram below i
Page 15 and 16: Special Servicer ..................
Page 17 and 18: • relate to a particular Payment
Page 19 and 20: (b) charges over accounts into whic
Page 21 and 22: Period (such amounts, collectively,
Page 23 and 24: espect of the timing or manner of e
Page 25 and 26: Principal and interest on the Class
Page 27 and 28: interest determined by reference to
Page 29 and 30: The Class V Notes will be subject t
Page 31 and 32: Prospectus to be approved. Applicat
Page 33 and 34: (b) NAI Amounts have been allocated
Page 35 and 36: (xvii) seventeenth, to pay to the A
Page 37 and 38: 1984, as amended. If your investmen
Page 39 and 40: The terms of the leases might affec
Page 41 and 42: Changes in Medical Practice: The me
Page 43: law fixed charges. The security ove
Page 47 and 48: contained in the Security Agreement
Page 49 and 50: (b) serving a notice of default (in
Page 51 and 52: • in connection with its acquisit
Page 53 and 54: Under the terms of the Credit Agree
Page 55 and 56: Properties. However, there can be n
Page 57 and 58: until the premises are again render
Page 59 and 60: Pursuant to the Guarantee and Subor
Page 61 and 62: The enforcement of security in Scot
Page 63 and 64: The Notes and interest thereon will
Page 65 and 66: however, there is a conflict betwee
Page 67 and 68: profits or losses could arise in th
Page 69 and 70: including financing relationships,
Page 71 and 72: THE PARTIES Issuer Titan Europe 200
Page 73 and 74: THE LIBRA LOAN AND PROPERTIES Gener
Page 75 and 76: which (whether alone or in combinat
Page 77 and 78: (v) projected net rental income pay
Page 79 and 80: (d) any right or remedy of a Financ
Page 81 and 82: Care Standards Act 2000 (for Proper
Page 83 and 84: Properties located in Northern Irel
Page 85 and 86: Borrower Group Structure Chart (1)
Page 87 and 88: amount of: (i) £216,000 as an upfr
Page 89 and 90: subject to matters disclosed in the
Page 91 and 92: (b) first fixed charges over its in
Page 93 and 94: 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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APPENDIX 1 INDEX OF DEFINED TERMS
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Financial Regulator in Ireland ....
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Prospectus Directive...............
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APPENDIX 2 FORM OF STATEMENT TO NOT
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Titan Europe 2007-1 (NHP) Limited C
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APPENDIX 4 THE BORROWER A. Informat
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REGISTERED AND HEAD OFFICE OF THE I
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Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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