New Issue Report - Fitch Ratings - Deutsche Pfandbriefbank AG
New Issue Report - Fitch Ratings - Deutsche Pfandbriefbank AG
New Issue Report - Fitch Ratings - Deutsche Pfandbriefbank AG
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Structured Finance<br />
CMBS/Europe<br />
<strong>New</strong> <strong>Issue</strong><br />
ESTATE PanEurope 5<br />
<strong>Ratings</strong><br />
EUR1,360,600,000 CreditLinked Notes<br />
Class<br />
Amount<br />
(m)<br />
Final<br />
Maturity Rating CE (%)<br />
A1a* 800.00 July 2018 NR 21.0<br />
A1b* 752.40 July 2018 NR 21.0<br />
A1+ 0.50 July 2018 AAA 21.0<br />
A2 70.15 July 2018 AAA 15.8<br />
B 74.50 July 2018 AA 10.4<br />
C 74.00 July 2018 A 4.9<br />
D 42.60 July 2018 BBB 1.8<br />
E 14.50 July 2018 NR 0.7<br />
F 10.00 July 2018 NR 0.0<br />
* USDdenominated; USD:EUR = 1.4450:1<br />
Euroequivalent: EUR553.6 Class A1a notes,<br />
EUR520.7m Class A1b notes<br />
Each rated class in this transaction has a Stable Outlook<br />
Analysts<br />
Santino Marinelli<br />
+44 20 7682 7361<br />
santino.marinelli@fitchratings.com<br />
Julian Jonsson<br />
+44 20 7682 7203<br />
julian.jonsson@fitchratings.com<br />
Gioia Dominedò<br />
+44 20 7417 4376<br />
gioia.dominedo@fitchratings.com<br />
Origination and Servicing<br />
Edward Register<br />
+44 20 7862 4132<br />
edward.register@fitchratings.com<br />
Performance Analytics<br />
Mario Schmidt<br />
+44 20 7417 4232<br />
mario.schmidt@fitchratings.com<br />
Closing Update<br />
Closing occurred on 27 December 2007.<br />
• Summary<br />
This transaction is a fullyfunded synthetic securitisation of 25<br />
commercial mortgage loans originated including by acquisition<br />
from a third party by Hypo Real Estate Bank <strong>AG</strong> (HRE, rated<br />
‘A/F1’) and Hypo Real Estate Bank International <strong>AG</strong> (HI, rated<br />
‘A/F1+’, and together, the originators).<br />
<strong>Fitch</strong> <strong>Ratings</strong> has assigned final ratings to the creditlinked notes<br />
(CLNs) issued by HRE (the issuer) as indicated at left. The final<br />
ratings address the timely payment of interest and ultimate<br />
repayment of principal by legal final maturity in July 2018 and are<br />
based on the credit quality of the reference loans, the rating of the<br />
issuer, the ‘AAA’ rating of the public credit covered securities<br />
held by the trustee as collateral for the notes, and the transaction’s<br />
financial and legal structure.<br />
At closing, the reference loans will remain on the originators’<br />
respective balance sheets and the notes will assume the credit risk<br />
of the reference loans. On each payment date, the interest earned<br />
on the collateral will be applied to maintain debt service on the<br />
notes. The notes will amortise on a full sequential basis in line<br />
with the reference loans. However, the issuer has the option to<br />
replenish the reference portfolio, subject to certain conditions,<br />
following early prepayments of reference loans; consequently,<br />
prepayments will not necessarily lead to the amortisation of the<br />
notes. If losses should be suffered on any of the reference loans,<br />
this will be allocated on a reverse sequential basis to the notes.<br />
The reference portfolio consists of 25 loans secured by a diverse<br />
property portfolio located throughout France, Germany and the<br />
Netherlands. The reference loans have an aggregate cutoff<br />
balance of EUR1,361m and the property collateral has an<br />
aggregate market value (MV) of EUR2,255m, giving an initial<br />
weightedaverage loan to value (WA LTV, weighted by reference<br />
claim balance) ratio of 62.2%.<br />
• Credit Committee Highlights<br />
· The reference portfolio displays significant granularity when<br />
compared to recent European CMBS transactions: of the 25<br />
loans, 17 account for less than 5% each of the portfolio<br />
balance. Of the remaining loans, only two account for more<br />
than 10% of the pool balance each.<br />
· The property collateral has a strong exposure to the greater<br />
Paris office market (47% of the reference portfolio; 52% of<br />
MV). Despite this concentration in the Greater Paris area (Ile<br />
de France), the strength of the market and the individual assets<br />
and the geographical spread of the assets across Paris<br />
mitigates the potential impact on the transaction’s<br />
performance of a downturn in this market.<br />
· The reference loans were originated between July 2002 and<br />
July 2007 and have a WA seasoning of 20 months.<br />
Consequently, the reference loans especially those with<br />
greater seasoning are secured by properties that are valued<br />
11 January 2008<br />
www.fitchratings.com
Structured Finance<br />
more conservatively and exhibit higher initial<br />
yields than those securing recent European<br />
CMBS transactions. However, this has the<br />
potential to change over the term if more<br />
recently originated loans are included in the<br />
pool through replenishment.<br />
· The reference loans benefit from high coverage<br />
ratios, with a WA interest coverage ratio (WA<br />
ICR) of 1.89x and a WA debt service coverage<br />
ratio (WA DSCR) of 1.83x.<br />
· The reference loans exhibit a wide range of<br />
maturity dates, between July 2010 and June<br />
2014. Consequently, the transaction will not be<br />
overly exposed to property and capital market<br />
conditions in any particular time over its term.<br />
• Structure<br />
The transaction uses a synthetic structure, meaning<br />
that losses allocated to the notes are linked to the<br />
performance of the reference loans originated by and<br />
held on the balance sheets of the originators. Losses<br />
incurred on the reference loans will be synthetically<br />
transferred to the noteholders in reverse sequential<br />
order. Public credit covered securities will be held by<br />
the trustee as collateral for the notes.<br />
At closing, the issuer will issue nine classes of notes<br />
governed by German law; it will use the net proceeds<br />
from the notes for general banking purposes. Initial<br />
credit enhancement, provided by subordination, will<br />
total 21.0% for the class A1a, class A1b and class<br />
A1+ notes, 15.8% for the A2 notes, 10.4% for the<br />
class B notes, 4.9% for the class C notes, 1.8% for<br />
the class D notes and 0.7% for the class E notes. The<br />
class F notes, being the most junior, will not benefit<br />
from any pooled credit enhancement.<br />
Over the term of the transaction, the issuer will have<br />
the option to enter into a credit default swap (CDS)<br />
with a senior swap counterparty; in conjunction, it<br />
will redeem the class A1a and class A1b notes.<br />
Trust Agreement<br />
The issuer has entered into a trust agreement with the<br />
trustee, for the benefit of the noteholders and the<br />
ESTATE PanEurope 5: January 2008<br />
2
Structured Finance<br />
Key Information<br />
Reference Portfolio<br />
Description: 25 real estatebacked loans originated<br />
to finance the acquisition or refinancing of 140<br />
properties, all located in Germany, France, and the<br />
Netherlands<br />
Loan Originator: Hypo Real Estate Bank <strong>AG</strong> (rated<br />
‘A/F1’) and Hypo Real Estate Bank International<br />
<strong>AG</strong> (rated ‘A/F1+’) (including origination by<br />
acquisition from a third party)<br />
Loan CutOff Date: 31 August 2007<br />
Reference Portfolio Balance: EUR1,361m<br />
Largest Reference Loans: 1002 (14.0%),<br />
1010/1011 (11.5%), 1007 (8.9%)<br />
WA LTV: 62.2%<br />
WA Exit LTV: 61.3%<br />
WA ICR: 1.89x<br />
WA DSCR: 1.83x<br />
WA Loan Term Remaining: 5.1 years<br />
WA Seasoning: 20.0 months<br />
Latest Scheduled Loan Maturity: June 2014<br />
Loan Payment Frequency: Quarterly<br />
Property Collateral<br />
Collateral: office (64% of market value), retail<br />
(23%), and multifamily (13%) properties<br />
Market Value: EUR 2,255m<br />
Passing Rent: EUR140.7m<br />
Estimated Rental Value: EUR141.1m<br />
Note Characteristics<br />
Closing Date: 27 December 2007<br />
First Payment Date: 25 April 2008<br />
Payment Dates: 25 January, April, July and October<br />
Final Scheduled Payment Date: 25 July 2014<br />
Legal Maturity Date: 25 July 2018<br />
Structure<br />
<strong>Issue</strong>r: Hypo Real Estate Bank <strong>AG</strong><br />
Arranger: Hypo Real Estate Bank International <strong>AG</strong><br />
Servicers: Hypo Real Estate Bank <strong>AG</strong> and Hypo<br />
Bank International <strong>AG</strong><br />
Trustee: Deloitte & Touche GmbH<br />
Wirtschaftsprüfungsgesellschaft<br />
Principal Paying Agent: Hypo Real Estate Bank<br />
<strong>AG</strong><br />
Common Depositary: <strong>Deutsche</strong> Bank <strong>AG</strong> (rated<br />
‘AA/F1+’)<br />
Luxembourg Listing Agent and Luxembourg<br />
Listing Intermediary: <strong>Deutsche</strong> Bank S.A.<br />
Custodian: <strong>Deutsche</strong> Bank Luxembourg<br />
senior swap counterparty, if any. The main functions<br />
of the trustee are as follows:<br />
· verifying the determination and allocation of<br />
realised losses;<br />
· checking the inclusion and removal of any<br />
reference loans;<br />
· checking determinations and allocations made in<br />
connection with an issuer call and credit events;<br />
and<br />
· appointing thirdparty experts, when necessary.<br />
The issuer will be obliged to maintain a trustee for as<br />
long as the notes are outstanding. Any resignation of<br />
the trustee, or termination of the trustee’s<br />
appointment, will only be valid if a substitute trustee<br />
is appointed.<br />
Collateral<br />
The payment obligations of the issuer will be<br />
secured by eight classes of ‘AAA’ rated public credit<br />
covered securities of Depfa ACS Bank (rated ‘AA<br />
/F1+’). Of these classes, seven will be eurodenominated<br />
and one will be dollardenominated, in<br />
line with the notes. In addition, each collateral class<br />
will match its respective note class in terms of both<br />
notional amount, base rate and margin payable. The<br />
collateral will be released as the notes amortise.<br />
The collateral will become enforceable following:<br />
(a) the initiation of insolvency or other similar<br />
proceedings against the issuer; (b) following a nonpayment<br />
of interest of principal under the notes;<br />
and/or (c) a resignation of the trustee and failure to<br />
appoint a replacement within 30 days. Enforcement<br />
will occur either via a sale of the collateral or, if this<br />
is not possible, via delivery of the collateral to the<br />
noteholders.<br />
At closing, the issuer will transfer ownership of the<br />
collateral to the trustee, which will in turn deliver the<br />
collateral to its security trust account with the<br />
custodian. In the event that any class of collateral is<br />
downgraded below ‘AAA’, the issuer must either<br />
supplement or substitute the collateral. Further, in<br />
the event that the ShortTerm Rating of the custodian<br />
is downgraded below ‘F1’, the collateral will be<br />
transferred to an account with another custodian with<br />
the requisite rating.<br />
Credit Default Swap<br />
After closing, the issuer may enter into a CDS with a<br />
senior swap counterparty, in order to obtain credit<br />
protection in respect of the reference loans:<br />
cumulative losses exceeding the sum of the class A2<br />
to F notes will be borne by the class A+ notes and<br />
ESTATE PanEurope 5: January 2008<br />
3
Structured Finance<br />
the super senior swap counterparty on a pari passu<br />
basis, according to a fixed ratio. Consequently, the<br />
senior swap counterparty will rank pari passu with<br />
the class A1+ notes and senior to all other classes of<br />
notes.<br />
In conjunction with this option, the issuer will also<br />
have the right to redeem the class A1a and class A1b<br />
notes in whole. Following such a redemption, the<br />
transaction would change from a fullyfunded to a<br />
partiallyfunded transaction.<br />
SubPool Credit Default Swap<br />
At closing, HI will enter into a CDS with the issuer<br />
in order to obtain credit protection with respect to the<br />
loans in the reference portfolio that it has originated.<br />
Under the CDS, if a loss is determined on one of<br />
these loans, HI will be entitled to receive a credit<br />
protection payment from the issuer. This payment<br />
will match the loss allocated to the notes.<br />
Principal Redemption<br />
Amortisation of the Notes<br />
The reduction of the senior swap notional if any <br />
and the amortisation of the notes are linked to the<br />
amortisation of the notional amount of the reference<br />
portfolio. Principal receipts first reduce, pro rata, the<br />
outstanding notional amount of either the class A1a<br />
and class A1b notes (multiplied by a fixed<br />
EUR:USD conversion rate) or the senior swap, if any,<br />
and the class A1+ notes, and then sequentially the<br />
class A2, B, C, D, E and F notes in an amount equal<br />
to the amortisation of the underlying reference<br />
portfolio.<br />
The notes are scheduled to be repaid in July 2014.<br />
Principal corresponding to overdue reference claims<br />
will remain outstanding until final maturity is<br />
reached in July 2018, at which date losses will be<br />
appraised on those defaulted loans for which a<br />
realised loss will not have been already determined.<br />
Early Redemption<br />
The issuer may redeem the notes in the following<br />
circumstances:<br />
· adverse regulatory changes;<br />
· on or after the payment date falling in December<br />
2012 (time call); or<br />
· the outstanding nominal amounts of the<br />
reference claims have reduced to 10% or below<br />
of the initial balance.<br />
In case of an early redemption, the principal on those<br />
notes corresponding to principal on overdue<br />
reference claims is not redeemed on the early<br />
termination date but remains outstanding until a<br />
realised loss has been determined.<br />
Allocation of Realised Losses<br />
Defaulted Loan and Credit Event<br />
A defaulted loan is one in respect of which a credit<br />
event has occurred and for which the issuer has sent<br />
a credit event notice to the trustee. A credit event is<br />
defined as:<br />
· bankruptcy of the relevant borrower;<br />
· failure to pay, which means that a due payment<br />
in an aggregate amount of not less than (i)<br />
EUR30,000 or, (ii) if lower, not less than 50%<br />
of the outstanding notional amount of such<br />
reference claim, has not been made within 90<br />
days of the due date; and/or<br />
· restructuring of the reference loan that results in<br />
a debit to the issuer’s profit and loss account (eg<br />
value adjustment).<br />
Following a payment default, the servicer may agree<br />
a loan restructuring with the borrower; this could<br />
include the rescheduling of payment obligations or<br />
the forgoing of a portion of the outstanding principal<br />
balance. Any such restructuring will be subject to<br />
the servicing standards and may only be agreed if the<br />
servicer determines that the total recoveries<br />
following the restructuring will exceed potential<br />
recoveries without a restructuring.<br />
Realised Loss<br />
With respect to a defaulted reference claim for which<br />
the issuer confirms that all expected recoveries have<br />
been received, a realised loss is defined as the sum<br />
of:<br />
· the outstanding nominal amount;<br />
· accrued interest on the outstanding amount of<br />
the loan, calculated at the loan’s rate for all<br />
missed instalments until HRE declares a realised<br />
loss;<br />
· external enforcement costs; and<br />
· any foregone principal in case of rescheduling<br />
or restructuring of the loan.<br />
The proceeds from the foreclosure of any mortgage<br />
property securing the loans are allocated first to<br />
cover enforcement costs and accrued interest, second<br />
to repay the principal balance of the defaulted loan,<br />
and finally to repay any other interests secured by<br />
the mortgage. The enforcement proceeds of any<br />
additional collateral will be allocated first to<br />
satisfying any other claims of the originators and<br />
second to reducing realised losses on the reference<br />
loan, if any.<br />
ESTATE PanEurope 5: January 2008<br />
4
Structured Finance<br />
Realised Loss Allocation<br />
In the event that losses occur, they will be allocated<br />
in reverse sequential order to the class A2 to F notes.<br />
Cumulative losses exceeding the sum of the class A2<br />
to F notes are borne by the class A1+ notes and the<br />
class A1a and class A1b notes (multiplied by a fixed<br />
EUR:USD conversion rate) or the super senior swap<br />
counterparty, if any, on a pari passu basis according<br />
to a fixed ratio.<br />
• Reference Portfolio<br />
Reference Loan Summary<br />
WA cutoff LTV (%) 62.2<br />
WA exit LTV (%) 61.3<br />
WA cutoff ICR (x) 1.89<br />
WA cutoff DSCR (x) 1.83<br />
Average loan size (EURm) 54.4<br />
Largest loan size (EURm) 190.6<br />
Smallest loan size (EURm) 15.4<br />
WA loan term (years) 5.07<br />
WA loan seasoning (months) 20.03<br />
Source: Transaction documents<br />
Pool Composition<br />
The reference portfolio includes 25 loans originated<br />
by HRE and HI between July 2002 and July 2007<br />
(including by way of acquisition from a third party).<br />
The pool displays significant loan granularity when<br />
compared to recent European CMBS transactions: of<br />
the 25 loans, 17 account for less than 5% of the<br />
portfolio balance. Of the remaining loans, only two<br />
account for more than 10% of the pool balance.<br />
Overall, the loans in the reference portfolio benefit<br />
from high coverage and low LTV ratios. However,<br />
the loans vary greatly amongst themselves and are<br />
DSCR Distribution<br />
By reference claim balance<br />
(%)<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
< 1.02<br />
1.02 1.22<br />
1.22 1.42<br />
1.42 1.62<br />
1.62 1.82<br />
1.82 2.02<br />
Source: Transaction documents<br />
therefore best represented graphically by the<br />
distributions shown on the following pages.<br />
Eligibility Criteria<br />
At closing, and at the date of any subsequent<br />
replenishment, the reference portfolio will have to<br />
comply with the eligibility criteria. These stipulate<br />
that, amongst others:<br />
· each reference loan has been originated by HRE<br />
or HI in its ordinary course of business<br />
(including through acquisition from a third<br />
party);<br />
· each reference loan is eurodenominated;<br />
· each reference loan is subject to the laws of<br />
England, France, Germany or the Netherlands<br />
and is legally valid, binding and enforceable;<br />
· no reference loan matures later than June 2014;<br />
· no reference loan has an LTV greater than 90%;<br />
2.02 2.21<br />
2.21 2.41<br />
2.41 2.61<br />
2.61 2.81<br />
2.81 3.01<br />
3.01 3.21<br />
> 3.21<br />
Collateral Summary<br />
Location<br />
Number of<br />
properties<br />
Total<br />
lettable area<br />
(sq. m)<br />
Total<br />
lettable area<br />
(%)<br />
Total gross<br />
passing rent<br />
Total<br />
passing<br />
rent (%)<br />
Total market<br />
value<br />
Total<br />
market<br />
value (%)<br />
France Paris (CBD) 2 37,740 4.7 21,190,458 15.1 398,400,000 17.7<br />
France Greater Paris 4 111,886 14.1 30,328,075 21.6 521,200,000 23.1<br />
France Paris (La Défense) 2 30,230 3.8 13,111,411 9.3 252,900,000 11.2<br />
France Regional 1 12,816 1.6 4,352,865 3.1 97,000,000 4.3<br />
Germany Berlin 5 59,738 7.5 9,013,016 6.4 128,670,000 5.7<br />
Germany Cologne 1 1,192 0.1 172,742 0.1 2,820,000 0.1<br />
Germany East Metropolitan 2 6,505 0.8 497,716 0.4 8,040,000 0.4<br />
Germany East Regional 6 6,656 0.8 774,048 0.6 11,690,000 0.5<br />
Germany Frankfurt 3 9,801 1.2 987,733 0.7 9,630,000 0.4<br />
Germany Hamburg 2 16,460 2.1 2,679,423 1.9 39,950,000 1.8<br />
Germany Munich 3 30,484 3.8 3,145,249 2.2 55,366,000 2.5<br />
Germany West Metropolitan 8 70,391 8.8 9,640,668 6.9 166,320,097 7.4<br />
Germany West Regional 96 368,280 46.3 37,836,312 26.9 455,998,889 20.2<br />
Netherlands Amsterdam 1 470 0.1 320,346 0.2 4,920,000 0.2<br />
Netherlands Metropolitan 2 30,438 3.8 5,965,359 4.2 92,040,000 4.1<br />
Netherlands Regional 2 2,488 0.3 638,055 0.5 9,770,000 0.4<br />
Total 140 795,576 100.0 140,653,475 100.0 2,254,714,986 100.0<br />
Source: Transaction documents<br />
ESTATE PanEurope 5: January 2008<br />
5
Structured Finance<br />
ICR Distribution<br />
By reference claim balance<br />
(%)<br />
40<br />
trustee to add new reference loans in order to<br />
maintain the expected paydown profile of the notes.<br />
Any such replenishment may only occur before<br />
December 2012 and will be subject to replenishment<br />
conditions; the main criteria are listed below.<br />
30<br />
20<br />
10<br />
0<br />
< 1.25<br />
1.25 1.44<br />
1.44 1.62<br />
1.62 1.81<br />
1.81 1.99<br />
1.99 2.18<br />
Source: Transaction documents<br />
2.18 2.36<br />
2.36 2.55<br />
2.55 2.73<br />
2.73 2.92<br />
2.92 3.10<br />
3.10 3.29<br />
> 3.29<br />
· the new reference loan meets the eligibility<br />
criteria (excluding limitations on loan<br />
jurisdiction, property location, maximum claim<br />
amounts, minimum seasoning and maximum<br />
maturity date);<br />
· the new reference loan is eurodenominated and<br />
subject to the laws of, and secured by properties<br />
located in, a member state of the EU in the euro<br />
zone;<br />
· no borrower has outstanding reference loans<br />
greater than EUR190.6m;<br />
· no borrowers are in bankruptcy, administration<br />
or insolvency, have stopped their payments, or<br />
are subject to litigation;<br />
· each reference loan is secured by a seniorranking<br />
mortgage over one or more properties<br />
located in France, Germany or the Netherlands,<br />
over which the mortgagor has a good title; and<br />
· each mortgaged property is covered by building<br />
insurance and is not, to the best knowledge of<br />
HRE or HI, subject to any engineering or<br />
environmental risks.<br />
Noncompliance with any of the above or other<br />
eligibility criteria will result in the affected loan<br />
failing to qualify for the allocation of realised losses.<br />
Replenishment Criteria<br />
Following prepayments of reference loans, the issuer<br />
will have the option without the consent of the<br />
· the new reference loan is not secured by<br />
specialty assets (such a leisure or healthcare<br />
assets), and is not a development loan;<br />
· no reference loan will constitute more than 15%<br />
of the reference portfolio and the average<br />
reference loan balance will not be greater than<br />
EUR60m;<br />
· the ICR of the new reference loan is greater than<br />
1.30x and the WA ICR of the reference portfolio,<br />
following the inclusion of the new reference<br />
loan, is greater than 1.90x;<br />
· the WA LTV of the reference portfolio,<br />
following the inclusion of the new reference<br />
loan, is lower than 62%;<br />
· no realised losses in excess of EUR4.0m have<br />
been allocated; and<br />
· rating agency confirmation that the inclusion of<br />
the reference loan will not adversely affect the<br />
rating of any class of notes.<br />
Reference Claim Balance Distribution<br />
By reference claim balance<br />
(%)<br />
25<br />
20<br />
LTV Distribution<br />
By reference claim balance<br />
(%)<br />
50<br />
40<br />
15<br />
30<br />
10<br />
20<br />
5<br />
10<br />
0<br />
< 15.4<br />
15.4 31.3<br />
31.3 47.3<br />
47.3 63.2<br />
63.2 79.1<br />
79.1 95.0<br />
95.0 111.0<br />
111.0 126.9<br />
126.9 142.8<br />
142.8 158.7<br />
158.7 174.7<br />
174.7 190.6<br />
> 190.6<br />
0<br />
< 43.1%<br />
43.1% 47.2%<br />
47.2% 51.3%<br />
51.3% 55.3%<br />
55.3% 59.4%<br />
59.4% 63.5%<br />
63.5% 67.6%<br />
67.6% 71.7%<br />
71.7% 75.8%<br />
75.8% 79.9%<br />
79.9% 84.0%<br />
84.0% 88.1%<br />
> 88.1%<br />
Source: Transaction documents<br />
Source: Transaction documents<br />
ESTATE PanEurope 5: January 2008<br />
6
Structured Finance<br />
<strong>Fitch</strong> has assessed the potential migration in credit<br />
quality of the reference portfolio that is permitted by<br />
the above criteria. The ratings are commensurate<br />
with this eventuality.<br />
Senior Participations<br />
Ten of the reference loans represent senior<br />
participations of whole loans. Interest and principal<br />
receipts on these loans will be allocated on a<br />
sequential basis; that is, they will first be allocated to<br />
the portion covered by the reference loan.<br />
Conversely, any losses will be allocated first to the<br />
portion not covered by the reference loan. The<br />
relevant loans are listed in the table below.<br />
A note/B note Split<br />
Loan ID ALoan BLoan Whole loan<br />
1009 15,427,945 2,700,000 18,127,945<br />
1012 33,650,000 4,300,000 37,950,000<br />
1016 44,600,000 11,400,000 56,000,000<br />
1017 28,768,750 1,650,000 30,418,750<br />
1018 20,755,699 7,000,000 27,755,699<br />
1019 32,050,364 4,900,000 36,950,363<br />
1022 24,032,223 3,300,000 27,332,223<br />
1023 55,950,000 8,400,000 64,350,000<br />
1024 43,500,000 6,900,000 50,400,000<br />
1025 25,801,000 3,700,000 29,501,000<br />
Source: Transaction documents<br />
German Tax Reform<br />
The German Business Tax Reform was approved by<br />
the German legislator in July 2007 and will take<br />
effect from January 2008. This reform could have a<br />
significant impact on German and foreign corporate<br />
entities which financed their German property<br />
holdings with debt. While the corporate tax rate will<br />
be lowered, the tax base will be enlarged by means<br />
of limiting the deductibility of interest (interest<br />
deduction barrier) which effectively can increase the<br />
tax burden of borrowing entities. However, a<br />
borrower is not subject to the interest deduction<br />
barrier if its net interest expense in the relevant fiscal<br />
year is less than EUR1m or the specifics of the<br />
borrower’s structure ensure its nonapplicability<br />
(exemption clauses). In case the deductibility of<br />
interest payments made by the borrowers is reduced,<br />
this might impact the net cash flow available to<br />
service the loans.<br />
13 of the 25 loans may be affected by the tax reform,<br />
either because they are secured on German<br />
properties or because they are granted to German<br />
borrowers. <strong>Fitch</strong> has not received any information<br />
that confirms the expected impact on these loans as<br />
this assessment has not yet been completed by the<br />
originators; consequently, it has not been possible to<br />
incorporate this risk into its rating analysis. However,<br />
the high coverage on the loans that may be affected<br />
(1.92x WA ICR and 1.83x WA DSCR) mitigates the<br />
potential adverse effect of increased tax expenses on<br />
their performance.<br />
• Property Collateral<br />
Overview<br />
The properties securing the reference loans are<br />
located in France (56% of total market value),<br />
Germany (39%) and the Netherlands (5%). Of the<br />
140 properties, there is a strong focus on office<br />
properties (64% of the total market value); the<br />
balance is accounted for by retail and multifamily<br />
properties (23% and 13%, respectively).<br />
Collateral Summary<br />
Number of properties 140<br />
Total lettable area (sq. m) 795,576<br />
Total passing rent 140,653,475<br />
Total ERV 141,097,816<br />
Total market value 2,254,714,986<br />
Source: Transaction documents<br />
<strong>Fitch</strong> has inspected a large number of the properties<br />
securing the outstanding balance of the reference<br />
portfolio. It has also reviewed the valuations for the<br />
properties to assess initial and equivalent yields. This<br />
enabled it to gain a good understanding of the<br />
markets for each of the properties and to assess each<br />
loan individually.<br />
Property Market Exposure<br />
Office Properties<br />
Some 52% of the collateral pool by MV are offices<br />
located in and around Paris, the remaining 12.5% are<br />
located in mainly western German and Dutch cities.<br />
Three of the seven Paris properties are single<br />
tenanted this risk is mitigated by the strength of<br />
two of the tenants as well as their geographical<br />
diversity. Within Paris, two assets are located in the<br />
city centre, two in La Défense Business District, one<br />
Property Type Concentration<br />
By market value<br />
Retail<br />
23%<br />
Multifamily<br />
13%<br />
Source: Transaction documents<br />
Office<br />
64%<br />
ESTATE PanEurope 5: January 2008<br />
7
Structured Finance<br />
Geographic Concentration<br />
By market value<br />
Germany<br />
39%<br />
Netherlands<br />
5%<br />
France<br />
56%<br />
• Loan Summaries<br />
The reference loans vary widely in nature; further,<br />
the reference portfolio benefits from high granularity.<br />
A description of the five largest reference loans is<br />
provided below. Due to disclosure restrictions, it is<br />
not possible to provide additional detail on specific<br />
assets and tenants. A table summarising the main<br />
characteristics of all the reference loans is included<br />
in the appendix.<br />
Reference Loan 1002<br />
(14.0% of the Reference Portfolio)<br />
Source: Transaction documents<br />
each in the Clichy, Nanterre and Colombes districts<br />
and another 18km south of the city centre.<br />
The overall office market in Paris has remained<br />
active despite the turbulence in the financial markets<br />
since the summer of 2007. The vacancy rate has<br />
remained constant, around 5%. Demand in Paris is<br />
expected to persist despite growing supply.<br />
Retail Properties<br />
Some 17 % of the collateral pool by MV consists of<br />
retail and shopping centre properties located in<br />
Germany; the remaining 5.5% is located in regional<br />
France and the Netherlands. The main retail assets<br />
consist of multitenanted portfolios that benefit from<br />
diverse occupiers offer. The shopping centre<br />
property benefits from diversified income sources, so<br />
the default of a single, or even several, tenants would<br />
most probably not be sufficient to cause the<br />
borrower to fail to meet its debt payment<br />
requirements through the term of the loan.<br />
Multifamily Properties<br />
Some 13 % of the collateral pool by MV consists of<br />
multifamily portfolios in Germany. Multifamily<br />
portfolios benefit from stable cash flows due to<br />
tenant granularity; however, the recent influx of<br />
international capital into the sector has resulted in<br />
significant yield compression in the valuation of<br />
multifamily assets, often supported by equity<br />
business plans. By contrast, the assets in the<br />
reference portfolio display stabilised cash flows and<br />
were valued in 2005 and 2006; consequently, their<br />
valuations do not reflect the significant yield<br />
compression that has since occurred. Overall, the<br />
assets are characteristic of portfolios that have been<br />
seen in other transactions, representing a stable<br />
source of income by offering accommodation of a<br />
good quality at affordable prices in both<br />
metropolitan and regional locations.<br />
1002: Key Characteristics<br />
Currency<br />
EUR<br />
A note balance 190,600,000<br />
B note balance 0<br />
A note participation (%) 100.0<br />
Cutoff A note LTV (%) 62.5<br />
Exit A note LTV (%) 62.5<br />
Cutoff A note ICR (x) 1.64<br />
Cutoff A note DSCR (x) 1.64<br />
Interest rate type<br />
Floating<br />
Loan maturity 28 June 2013<br />
Number of properties 1<br />
Property type (%) Office (100.0)<br />
Location (%) France Greater Paris (100.0)<br />
Market value 305,000,000<br />
Passing rent 16,293,987<br />
ERV 17,876,567<br />
Number of leases 34<br />
WA length to break 3.12<br />
Source: Transaction documents<br />
This sevenyear loan was originated in June 2006 to<br />
fund the acquisition of an office complex located in<br />
greater Paris. The borrower is a French SPV. The<br />
loan benefits from an ICR covenant of 1.30x.<br />
At origination, a further EUR8.4m was made<br />
available to finance capital works on the property.<br />
This line will be available to the borrower until June<br />
2010; if drawn, it will mature in June 2013. To date,<br />
it has not been drawn; any future drawings would be<br />
subordinated to the reference loan.<br />
The reference loan is secured by an office complex<br />
located in a business park in Nanterre, 8km west of<br />
central Paris. The asset was completed in 1990 and<br />
consists of six connecting sixstorey buildings used<br />
primarily for office purposes. The overall complex<br />
benefits from good rail and road connections, as well<br />
as good quality services, including a staff restaurant<br />
and sports facilities.<br />
The property is let to 31 tenants, with a weighted<br />
average lease length to break and expiry of 3.1 years<br />
and 6.5 years, respectively. The two largest tenants<br />
contribute 11.7% and 9.5% of passing rent,<br />
respectively. The complex has a vacancy rate of 9 %<br />
ESTATE PanEurope 5: January 2008<br />
8
Structured Finance<br />
(by ERV) and the occupied space is approximately<br />
rackrented.<br />
Reference Loans 1010/1011<br />
(11.5% of the Reference Portfolio)<br />
1010/1011: Key Characteristics<br />
Currency<br />
EUR<br />
A note balance 156,437,500<br />
B note balance 0<br />
A note participation (%) 100.0<br />
Cutoff A note LTV (%) 61.9<br />
Exit A note LTV (%) 61.9<br />
Cutoff A note ICR (x) 2.07<br />
Cutoff A note DSCR<br />
2.07<br />
(x)<br />
Interest rate type<br />
Fixed<br />
Loan maturity 30 July 2012<br />
Number of properties 2<br />
Property type (%) Office (100.0)<br />
Location (%) France Paris (La Défense) (100.0)<br />
Market value 252,900,000<br />
Passing rent 13,111,411<br />
ERV 12,700,000<br />
Number of leases 2<br />
WA length to break 6.66<br />
Source: Transaction documents<br />
These two crosscollateralised and crossdefaulted<br />
loans were originated in July 2007 to refinance<br />
existing debt on two office properties located in La<br />
Défense in Paris. The borrowers are French SPVs,<br />
ultimately held by high net worth individuals. In<br />
addition to the reference loans, three subordinated<br />
additional loans were granted to the same borrowers,<br />
bringing the total leverage to 81.3% LTV. The<br />
combined loans are amortising through a cash sweep<br />
mechanism: all excess cash will be applied to pay<br />
down debt during the first three years of the term,<br />
following which the cash swept may decrease to<br />
50% of excess cash if the overall LTV of the<br />
combined loans, including both the reference and<br />
subordinated loans, is lower than 76.8%. Of the cash<br />
swept, 85% is allocated to reference loan 1011 and<br />
the remaining 15% to reference loan 1010, due to the<br />
higher allocated LTV of the former.<br />
The two office properties are both located in La<br />
Défense; one was recently refurbished and benefits<br />
from a higher quality specification. Both assets are<br />
wholly occupied by the same tenant, a whollyowned<br />
subsidiary of a ‘AA’ rated corporate.<br />
Reference Loan 1007<br />
(8.9% of the Reference Portfolio)<br />
1007: Key Characteristics<br />
Currency<br />
EUR<br />
A note balance 121,600,000<br />
B note balance 0<br />
A note participation (%) 100.0<br />
Cutoff A note LTV (%) 43.1<br />
Exit A note LTV (%) 43.1<br />
Cutoff A note ICR (x) 1.25<br />
Cutoff A note DSCR (x) 1.25<br />
Interest rate type<br />
Fixed<br />
Loan maturity 02 July 2012<br />
Number of properties 1<br />
Property type (%) Office (100.0)<br />
Location (%) France Paris (CBD) (100.0)<br />
Market value 282,400,000<br />
Passing rent 13,203,528<br />
ERV 16,820,077<br />
Number of leases 12<br />
WA length to break 2.79<br />
Source: Transaction documents<br />
This loan was originated in July 2002 to fund the<br />
acquisition of an office property located in central<br />
Paris. It was originated by a third party and was<br />
subsequently acquired by HI. The borrower is a<br />
German openended fund, which has the ability to<br />
acquire further assets and incur additional<br />
indebtedness. The loan structure includes three pari<br />
passu tranches that only differ with respect to their<br />
base rates. There are no technical covenants;<br />
however, this is partially mitigated by the loan’s low<br />
leverage.<br />
The loan is secured on an eightstorey office block<br />
located in the ninth district (arrondissment) of Paris,<br />
a central location benefiting from good public<br />
transport connections to both metro and bus lines.<br />
The property consists of four independent eightstorey<br />
office buildings that were recently refurbished<br />
to a grade A specification and converted from singletenant<br />
to multitenant use. As these improvements<br />
were only recently completed, the property is<br />
approximately 27% vacant and is currently in the<br />
process of being relet. To date, 12 leases have been<br />
signed with 11 tenants, of which the largest is stateowned.<br />
Given the desirable location and quality of<br />
the office space, it is likely that the current vacancy<br />
rate will decrease further over the term of the<br />
transaction. Consequently, some credit was given to<br />
this vacant space in <strong>Fitch</strong>’s analysis.<br />
ESTATE PanEurope 5: January 2008<br />
9
Structured Finance<br />
Reference Loan 1015<br />
(6.2% of the Reference Portfolio)<br />
1015: Key Characteristics<br />
Currency<br />
EUR<br />
A note balance 85,000,000<br />
B note balance 0<br />
A note participation (%) 100.0<br />
Cutoff A note LTV (%) 83.7<br />
Exit A note LTV (%) 83.7<br />
Cutoff A note ICR (x) 1.98<br />
Cutoff A note DSCR (x) 1.98<br />
Interest rate type<br />
Floating<br />
Loan maturity 10 October 2013<br />
Number of properties 39<br />
Property type (%) Multifamily (100.0)<br />
Location (%) Germany West Regional (66.7)<br />
Market value 101,603,000<br />
Passing rent 10,629,937<br />
ERV 10,629,937<br />
Number of leases<br />
n.a.<br />
WA length to break<br />
n.a.<br />
Source: Transaction documents<br />
This loan was originated in June 2006 to refinance a<br />
portfolio of multifamily assets. The borrowers are<br />
four Swedish SPVs, ultimately held by a Nordic<br />
advisory and banking platform. The loan benefits<br />
from an ICR covenant of 1.25x.<br />
The portfolio consists of good quality assets<br />
constructed between 1935 and 1981, scattered across<br />
the main German cities/towns. The highest<br />
concentrations by market value are in Munich (15%<br />
of market value), Frankfurt (9%) and Dusseldorf<br />
(9%). The majority of the portfolio’s surface area<br />
consists of residential units with an average size of<br />
58 sq. m and an average rent of EUR5.71/sq.<br />
m/month. Approximately 9% of the residential<br />
surface area is currently vacant.<br />
Reference Loan 1001<br />
(5.7% of the Reference Portfolio)<br />
1001: Key Characteristics<br />
Currency<br />
EUR<br />
A note balance 77,765,625<br />
B note balance 0<br />
A note participation (%) 100.0<br />
Cutoff A note LTV (%) 62.7<br />
Exit A note LTV (%) 59.4<br />
Cutoff A note ICR (x) 1.65<br />
Cutoff A note DSCR (x) 1.38<br />
Interest rate type<br />
Floating<br />
Loan maturity 10 May 2013<br />
Number of properties 1<br />
Property type (%) Office (100.0)<br />
Location (%) France Greater Paris (100.0)<br />
Market value 124,000,000<br />
Passing rent 6,783,943<br />
ERV 6,804,518<br />
Number of leases 8<br />
WA length to break 1.80<br />
Source: Transaction documents<br />
This loan was originated in June 2006 to finance the<br />
acquisition of an office property located in greater<br />
Paris. The borrower is a French SPV, ultimately held<br />
under the SIIC tax regime. The loan structure<br />
includes ICR and DSCR covenants of 1.35x and<br />
1.15x respectively. The loan also benefits from a<br />
EUR3m escrow account available to cover interest<br />
shortfalls, if any.<br />
The property complex consists of four connecting<br />
buildings completed in January 2002 and primarily<br />
used for office purposes. The buildings range<br />
between six and eight stories and are located in<br />
Clichy la Garenne in north west Paris.<br />
The complex is 90.6% let to seven tenants. Its<br />
weighted average remaining length to break of 1.8<br />
years leaves it heavily exposed to rollover risk,<br />
largely due to the French 3/6/9 year lease structure.<br />
This risk is accentuated by the significant exposure<br />
to the two largest tenants: a transport and logistics<br />
company and a rental and fleet management<br />
company. These two tenants account for 39.4% and<br />
33.0% of the net passing rent, respectively.<br />
• Origination and Servicing<br />
Following a review by <strong>Fitch</strong> of HRE and HI’s<br />
origination, underwriting and servicing processes,<br />
<strong>Fitch</strong> considers each to be effective originators and<br />
servicers of commercial mortgage loans. <strong>Fitch</strong> found<br />
their controls over origination, underwriting and<br />
servicing to be satisfactory.<br />
Origination<br />
Hypo Real Estate Bank International <strong>AG</strong> and Hypo<br />
Real Estate Bank <strong>AG</strong> combine international real<br />
estate financing in 18 sales locations around the<br />
world.<br />
The origination and underwriting process at HRE<br />
and HI is handled by separate groups to insure<br />
adherence to company mandated risk controls. The<br />
origination group is not involved in structuring or<br />
addressing legal issues. <strong>Fitch</strong> views favourably the<br />
separation of duties associated with origination and<br />
underwriting, as it separates ‘relationship’ banking<br />
from the credit analysis of new loans.<br />
All loans are subject to a dual approval process<br />
beginning with completion of the standardised ‘Deal<br />
Brief’ process, which involves input from legal, risk<br />
management and senior management. This preunderwriting<br />
committee determines the structure of<br />
the proposed loan and identifies critical issues and<br />
risk mitigants. Following approval of the deal brief,<br />
a ‘Deal Team’ is established, which includes<br />
transaction management, property analysis and<br />
underwriting. The Deal Team prepares the<br />
ESTATE PanEurope 5: January 2008<br />
10
Structured Finance<br />
committee presentation that details the transaction<br />
and a summary of due diligence conducted before<br />
loan drawdown. Typically this will include:<br />
· environmental and structural surveys;<br />
· insurance details;<br />
· thirdparty reports on title, etc;<br />
· property income and expense certification;<br />
· loan structure;<br />
· risks and mitigants analysis;<br />
· review of borrower.<br />
Any credit decision requires two consenting votes by<br />
each of the A and B Authorities. The A Authority is<br />
a Business Line vote for support of the transaction,<br />
while the B Authority second vote is a standalone,<br />
independent vote. Once a loan has been approved by<br />
the credit committee and the borrower has accepted<br />
the letter of an offer, a separate transaction<br />
management team will process the loan to closing.<br />
Servicing<br />
The credit risk management processes of servicing<br />
and monitoring, intensified management and<br />
problem loans is the responsibility of the Loan<br />
Services department, with respect to loans originated<br />
by both HRE and HI. Loan Services acts as both<br />
servicer and special servicer for securitised deals. As<br />
servicer, Loan Services will be responsible for<br />
undertaking the primary servicing, including the daytoday<br />
administration of the loans and monitoring<br />
compliance of the loans with the relevant credit<br />
agreement. While HI or HRE is not rated as a<br />
primary or special servicer by <strong>Fitch</strong>, the rating<br />
agency did undertake a review of the servicing<br />
operations in conjunction with this deal. For more<br />
information on <strong>Fitch</strong>’s servicer rating programme,<br />
please see the report “Rating Criteria for European<br />
Residential and Commercial Mortgage Loan<br />
Servicers,” dated 20 August 2007 available on the<br />
agency’s website.<br />
Once a loan is in arrears for more than 30 days, or<br />
following a loan covenant breach triggering a special<br />
servicing transfer event, the intensive support<br />
process is applied. In such situations a review is<br />
conducted to determine the best workout strategy,<br />
ranging from restructuring to foreclosure, and what<br />
options are available under the terms of the<br />
securitisation. In case of restructuring, an<br />
improvement of the situation is targeted for the next<br />
six to 12 months. Should this not be successful, the<br />
loan would then be transferred to the Intensive Care<br />
department. In case of foreclosure, the responsibility<br />
is transferred to the Intensive Care group directly.<br />
There is a maximum three year retention period for<br />
loans in the Intensive Care department.<br />
• Credit Analysis<br />
<strong>Fitch</strong> analysed the loans included in the transaction<br />
with its CMBS asset model. The model is a Monte<br />
Carlo simulation of property cash flows, generated<br />
by aggregating the flows projected for each unit.<br />
Tenant defaults simulated through <strong>Fitch</strong>'s<br />
VECTOR model depend on credit ratings and<br />
industry correlation assumptions, and lease renewal<br />
probabilities depend on the lease standards for each<br />
market. Tens of thousands of iterations are carried<br />
ESTATE PanEurope 5: January 2008<br />
11
Structured Finance<br />
out to produce a range of possible scenarios at unit,<br />
and consequently at property, level. The projected<br />
property income provides the basis for the valuation<br />
of the property. The results are then aggregated to<br />
plot the loss distribution for each loan in the pool.<br />
Percentiles commensurate with the different stress<br />
levels are used to determine the gross credit<br />
enhancement for each loan and for the overall pool.<br />
For further information on the agency’s asset<br />
modelling methodology, please see the report titled<br />
“Criteria for European CMBS Asset Analysis”, dated<br />
12 September 2007 available on the agency’s<br />
website at www.fitchratings.com.<br />
• Performance Analytics<br />
<strong>Fitch</strong> will monitor the transaction regularly and as<br />
warranted by events. Its structured finance<br />
performance analytics team ensures that the assigned<br />
ratings remain, in the agency’s view, an appropriate<br />
reflection of the issued notes’ credit risk.<br />
In particular, the agency will monitor the<br />
composition of the reference portfolio following<br />
replenishments. At closing, the reference loans<br />
benefit from high coverage and low LTV ratios, as<br />
well as relatively conservative valuation yields. In<br />
addition, the overall portfolio benefits from a high<br />
level of property diversity and loan granularity.<br />
Adverse movements in these characteristics could<br />
lead to rating action over the term of the transaction.<br />
In addition, <strong>Fitch</strong> will monitor the occupational and<br />
investment trends in the Paris office market. Given<br />
the transaction’s high exposure to this market, a<br />
decline of this market could lead to increased term<br />
and/or refinancing risk of the affected reference<br />
loans.<br />
Details of the transaction’s performance are<br />
available to subscribers at www.fitchresearch.com .<br />
Further information on this service is available at<br />
www.fitchratings.com.<br />
Please call the <strong>Fitch</strong> analysts listed on the first page<br />
of this report with any queries regarding the initial<br />
analysis or the ongoing performance.<br />
ESTATE PanEurope 5: January 2008<br />
12
Structured Finance<br />
• ESTATE PanEurope 5<br />
CMBS/Europe<br />
Capital Structure<br />
Class<br />
Final<br />
ratings<br />
Amount<br />
(m) CE (%)<br />
Adv.<br />
rate (%) Interest rate (%)<br />
PMT<br />
freq<br />
ISIN/<br />
CUSIP<br />
First IPD<br />
Expected<br />
maturity<br />
Legal<br />
maturity<br />
A1a* NR 800.00 21.0 47.6 n.a. Q n.a. April 2008 July 2014 July 2018<br />
A1b* NR 752.40 21.0 47.6 n.a. Q n.a. April 2008 July 2014 July 2018<br />
A1+ AAA 0.50 21.0 47.7 EURIBOR + 50 bps Q XS0337713399 April 2008 July 2014 July 2018<br />
A2 AAA 70.15 15.8 50.8 EURIBOR + 50 bps Q XS0337714017 April 2008 July 2014 July 2018<br />
B AA 74.50 10.4 54.1 EURIBOR + 75 bps Q XS0337715170 April 2008 July 2014 July 2018<br />
C A 74.00 4.9 57.4 EURIBOR + 110 bps Q XS0337716574 April 2008 July 2014 July 2018<br />
D BBB 42.60 1.8 59.3 EURIBOR + 230 bps Q XS0337718356 April 2008 July 2014 July 2018<br />
E NR 14.50 0.7 59.9 EURIBOR + 230 bps Q XS0337720097 April 2008 July 2014 July 2018<br />
F NR 10.00 0.0 60.3 EURIBOR + 410 bps Q XS0337721145 April 2008 July 2014 July 2018<br />
Total 1,360,60<br />
Closing date 27 December 2007 Country of issuer Germany<br />
* USD denominated; USD:EUR = 1.4450:1; Euroequivalent: EUR553.6 Class A1a notes, EUR520.7m Class A1b notes<br />
Source: Transaction documents<br />
Collateral<br />
Reference portfolio characteristics<br />
Property pool characteristics<br />
Number of loans 25 Number of properties 140<br />
Outstanding balance (EURm) 1,361 Market value (EURm) 2,254.7<br />
Further advances (EURm) 0 Passing rent (EURm) 140.7<br />
WA cutoff LTV (%) 62.2 Estimated rental value (EURm) 141.1<br />
Max LTV (%) 88.1 Number of tenants 415<br />
WA exit LTV (%) 61.3 Three largest tenants (% of ERV) 18.3<br />
Largest loan size (EURm) 191 WA tenant rating CCC<br />
Three largest loans (% of pool) 34.4 WA lease expiry (inc. 1st break) 5.49<br />
WA ICR (x) 1.94 <strong>Fitch</strong> WA property quality B<br />
WA loan term (years) 5.07 WA EPMM score 3<br />
Final loan maturity date 26 June 2014<br />
Number of single tenant loans 6<br />
Location of assets (%)<br />
France (56.3), Germany<br />
(39.0), Netherlands (4.7)<br />
Source: Transaction documents<br />
Credit Committee Highlights<br />
· The reference portfolio displays significant granularity when<br />
compared to recent European CMBS transactions: of the 25<br />
loans, 17 account for less than 5% each of the portfolio<br />
balance. Of the remaining loans, only two account for more<br />
than 10% of the pool balance each.<br />
· The property collateral has a strong exposure to the greater<br />
Paris office market (47% of reference portfolio; 52% of MV).<br />
Despite this concentration in the Greater Paris area (Ile de<br />
France), the strength of the market and the individual assets<br />
and the geographical spread of the assets across Paris<br />
mitigates the potential impact on the transaction’s<br />
performance of a downturn in this market.<br />
· The reference loans were originated between July 2002 and<br />
July 2007 and have a WA seasoning of 20 months.<br />
Consequently, the reference loans especially those with<br />
greater seasoning are secured by properties that are valued<br />
more conservatively and exhibit higher initial yields than those<br />
securing recent European CMBS transactions. However, this<br />
has the potential to change over the term if more recently<br />
originated loans are included in the pool through<br />
replenishment.<br />
· The reference loans benefit from high coverage ratios, with a<br />
WA interest coverage ratio (WA ICR) of 1.89x and a WA debt<br />
service coverage ratio (WA DSCR) of 1.83x.<br />
· The reference loans exhibit a wide range of maturity dates,<br />
between July 2010 and June 2014. Consequently, the<br />
transaction will not be overly exposed to property and capital<br />
market conditions in any particular time over its term.<br />
Property Type Concentration<br />
By market value<br />
Retail<br />
23%<br />
Multifamily<br />
13%<br />
Source: Transaction documents<br />
Office<br />
64%<br />
ESTATE PanEurope 5: January 2008<br />
13
Structured Finance<br />
• Appendix 1<br />
Reference Portfolio Summary<br />
Id<br />
Description<br />
A note<br />
balance<br />
(EURm)<br />
B note<br />
balance A note<br />
(EURm) LTV (%)<br />
Exit A<br />
note<br />
LTV*<br />
(%)<br />
A note<br />
ICR (x)<br />
A note<br />
DSCR<br />
(x)<br />
Interest<br />
rate<br />
type<br />
Loan<br />
maturity<br />
Market<br />
value<br />
(EURm)<br />
Passing<br />
rent<br />
(EURm)<br />
ERV<br />
(EURm)<br />
Number<br />
of leases<br />
1001 Four office properties in the Clichy area of Paris. 77.8 0.0 62.7 59.2 1.65 1.38 Floating May 2013 124.0 6.8 6.8 8 1.80<br />
1002 One office property in the Nanterre area of Paris. 190.6 0.0 62.5 62.5 1.64 1.64 Floating Jun 2013 305.0 16.3 17.9 34 3.12<br />
1003 One office property in Massy, outside Paris. 21.0 0.0 45.0 44.6 3.29 3.21 Floating Nov 2012 46.8 4.1 3.4 1 1.74<br />
1004 One office property in Paris (CBD), let to a single tenant. 57.0 0.0 49.1 49.1 2.76 2.76 Fixed Jun 2013 116.0 8.0 6.0 1 5.34<br />
1005 One office property in Bois Colombes, in NW Paris. 22.0 0.0 48.5 48.5 2.54 2.54 Fixed Dec 2013 45.4 3.1 2.9 1 8.34<br />
1006 A singletenanted office tower in Rotterdam. 40.0 0.0 47.4 47.4 2.89 2.89 Fixed May 2011 84.3 5.5 4.9 3 3.50<br />
1007 A recently renovated office building located in the centre of 121.6 0.0 43.1 43.1 1.25 1.25 Fixed Jul 2012 282.4 13.2 16.8 12 2.79<br />
Paris.<br />
1009 Four retail properties throughout the Netherlands. 15.4 2.7 68.7 65.6 1.77 1.35 Floating Apr 2013 22.4 1.5 1.5 38 4.36<br />
1010 Two office towers in La Defense, Paris, singlelet. 156.4 0.0 61.9 61.9 2.07 2.07 Fixed Jul 2012 252.9 13.1 12.7 2 6.66<br />
1012 A secondary shopping centre in Oberhausen, Germany. 33.7 4.3 70.1 66.0 1.75 1.22 Floating Dec 2010 48.0 4.7 4.8 92 6.53<br />
1014 21 multifamily properties in NorthRhine Westphalia. 16.8 0.0 88.1 88.1 1.65 1.65 Floating Jul 2010 19.1 2.1 2.1 n.a. n.a.<br />
1015 39 multifamily properties in main German cities and towns. 85.0 0.0 83.7 83.7 1.98 1.98 Floating Oct 2013 101.6 10.6 10.6 n.a. n.a.<br />
1016 12 multifamily properties located throughout Germany. 44.6 11.4 61.9 61.9 1.76 1.76 Floating Jul 2011 72.0 4.7 4.8 8 .00<br />
1017 Mix use retail and office property in a business park in<br />
28.8 1.7 77.5 73.2 1.74 1.27 Floating Apr 2011 37.1 2.8 2.8 18 9.14<br />
Berlin.<br />
1018 Single tenant office property in Hamburg, Germany, over 20.8 7.0 66.7 66.7 1.79 1.79 Floating Jan 2012 31.1 2.2 1.5 2 12.34<br />
rented.<br />
1019 Two adjoining office properties in Bad Homburg, Germany. 32.1 4.9 67.9 62.1 1.61 1.02 Floating Jan 2012 47.2 2.9 2.8 3 4.00<br />
1021 A shopping centre in the centre of Muelheim, Germany, 69.4 0.0 65.3 65.3 2.23 2.23 Floating Jul 2011 106.3 7.3 7.6 145 4.74<br />
fully let.<br />
1022 Mixed use retail and office property in BadenWürttemberg, 24.0 3.3 77.5 77.5 1.57 1.38 Floating Jun 2011 31.0 2.1 2.0 17 8.57<br />
Germany.<br />
1023 Two office properties in Berlin, significantly overrented. 56.0 8.4 64.5 64.5 1.82 1.82 Floating Jun 2011 86.7 5.7 4.1 25 3.40<br />
1024 Eight multifamily properties in northern Germany. 43.5 6.9 74.9 74.9 1.54 1.54 Floating Jun 2011 58.0 4.1 4.5 n.a. n.a.<br />
1025 Two multifamily properties located near Munich, Germany. 25.8 3.7 67.0 67.0 1.74 1.74 Floating Apr 2013 38.5 2.5 2.8 n.a. n.a.<br />
1026 A recently built shopping centre in Baden Baden, Germany. 52.2 0.0 60.0 60.0 1.64 1.64 Floating Jun 2014 87.0 4.4 5.1 36 10.77<br />
1027 48 grocery stores throughout Germany. 72.7 0.0 63.3 63.3 2.66 2.66 Floating Jun 2013 114.9 7.4 7.1 48 11.64<br />
1028 A shopping centre in the centre of Toulouse, France. 53.6 0.0 55.3 45.9 1.32 1.32 Floating Jun 2013 97.0 4.4 4.5 50 8.08<br />
* Excludes cash sweep paydown<br />
Source: Transaction documents<br />
WA<br />
length<br />
to break<br />
ESTATE PanEurope 5: January 2008<br />
14
Structured Finance<br />
• Appendix 2<br />
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ESTATE Pan-Europe 5: January 2008<br />
15