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GRAND
German Residential Asset Note Distributor P.L.C. Preliminary Transaction Snapshot 25 May 2011
GRAND German Residential Asset Note Distributor P.L.C. Preliminary - - PowerPoint PPT Presentation
GRAND German Residential Asset Note Distributor P.L.C. Preliminary Transaction Snapshot 25 May 2011 1 | Disclaimer Capita Asset Services (Ireland) Limited and Capita Asset Services (UK) Limited (jointly, Capita), as servicer to German
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German Residential Asset Note Distributor P.L.C. Preliminary Transaction Snapshot 25 May 2011
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Disclaimer
Capita Asset Services (Ireland) Limited and Capita Asset Services (UK) Limited (jointly, “Capita”), as servicer to German Residential Asset Note Distributor P.L.C. (“GRAND”) is, with the assistance of their financial adviser, Brookland Partners LLP (“Brookland”) and legal adviser, Paul Hastings, Janofsky & Walker (Europe) LLP (together with Capita and Brookland, “We” or “Us”), providing the information contained in this presentation (the “Information”) to you for information purposes only and without representation or warranty, express or implied, by us as to its accuracy or completeness and without any responsibility on our part to revise or update the Information. As a condition for providing this information, we make no representation and shall have no liability in any way arising there from to you or any other entity (for any loss or damage, direct or indirect, arising from the use of this Information). This presentation does not constitute an offer or invitation for the sale or purchase of securities or debt or any of the businesses or assets described in it. No Information shall form the basis of any contract. Except as specifically mentioned in this presentation, the Information derives and has been compiled from information and documents publicly available and does not reflect a detailed analysis of the documents relating to GRAND nor does it express any opinion on the interpretation of such documents. While the Information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no liability (without prejudice to liability for fraud), responsibility or obligation (whether in contract, tort or otherwise) is or will be accepted by us or by any of our respective directors, officers, employees or agents in relation to the accuracy
advisers and any such liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of (i) any future projections, management targets, estimates, prospects or returns contained in this presentation or in such other written or oral information; or (ii) structures, timings, outcomes and/or related matters contained in this presentation, if any. The Information contained in this presentation has been delivered to interested parties for information purposes only and on the express understanding that it shall be used only for the purpose set out above. Accordingly, we neither accept any responsibility of any kind nor owe any duty of care for the consequences of any person acting or refraining to act in reliance on the information contained in this presentation or any part thereof or for any decisions made or not made which are based on this presentation or any part thereof. All features in the Information are current at the time of publication but may be subject to change in the future. Except where otherwise indicated herein, the Information provided herein is based on matters as they exist, or information publicly available, as of the date of preparation and not as of any future date. We give no undertaking to provide the recipient with access to any additional information or to update the Information or any additional information, or to correct any inaccuracies in it which may become apparent. The views herein are subject to change without notice. In considering any performance data contained herein, each interested party should bear in mind that past performance is not indicative of future results, and there can be no assurance that the activities undertaken on behalf of such interested party will achieve comparable results. In addition, there can be no assurance that unrealised investments will be realised at the valuations shown as actual realised returns will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based. Nothing contained herein should be deemed to be a prediction or projection of future performance of future activities undertaken on behalf of interested parties. Certain parts and section of the Information constitutes “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “target”, “project”, “estimate”, “intend”, “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of future activities undertaken on behalf of prospective GRAND investors, clients or partners may differ materially from those reflected or contemplated in such forward-looking statements. Nothing contained herein should be construed as legal, investment, accounting or tax advice. Each prospective investor, client or partner should consult its own attorney, business or investment adviser, accounting adviser and tax adviser as to legal, business, accounting, tax and related matters concerning the information contained herein. Prospective investors, clients or partners should make their own analysis and decisions of the information contained herein, independently and without reliance on the Information or on us and based upon such investigation, analysis and evaluations, as they deem appropriate. Brookland Partners LLP is an Appointed Representative of Beaufort International Associates Limited which is authorised and regulated by the Financial Services Authority. The firm is a limited liability partnership incorporated in England and Wales with registration number OC345158.
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Contents
I. Background and Recent Developments II. German Multifamily Financing Update
APPENDIX A. Structure Diagram B. Current Portfolio Distribution C. German Multifamily Real Estate Market Update
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Background and Recent Developments
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Background and Recent Developments
Background and Recent Developments
180,000(2) multifamily units owned by Deutsche Annington Immobilien GmbH (“DAIG” or the “Sponsor”) and its subsidiaries located across Germany (the “Transaction”)
that were issued by 31 borrowers(3) (each a “REF Note Issuer”). The REF Notes are due to mature in July 2013 and the CMBS Notes are due to mature in July 2016
the Issuer (the “Servicer”)
2011 to commence an initial dialogue regarding the upcoming maturity of the REF Notes and any specific proposals that are likely to emerge from the Sponsor
with Blackstone as legal advisers
noteholders subsequently approached the Servicer to raise concerns about the lack of clarity and potential conflicts in relation to the process being undertaken by the Sponsor and its advisers to date. The Servicer further understands that certain noteholders have become aware of certain issues in relation to the original underlying documentation
(1) Excluding €133m Class C Treasury Notes as per the supplemental prospectus dated 18 October 2006 (2) The portfolio as of 31 March 2006 as per the supplemental prospectus dated 18 October 2006 (3) As per the supplemental prospectus dated 18 October 2006 Source: GRAND Offering Circular and supplemental prospectus
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Background and Recent Developments (continued)
appointment of a financial adviser, Brookland Partners LLP (“Brookland”), and a legal adviser, Paul, Hastings, Janofsky & Walker (Europe) LLP (and together with Capita and Brookland, “We”)
date and the process going forward. Blackstone is understood to be in the process of forming an ad-hoc steering committee consisting
appointing a financial adviser. The Sponsor has indicated that they will be covering the costs of these advisers
The Presentation
available information, in anticipation that the Sponsor will shortly commence discussions which may lead to a proposal being presented
may need to be resolved before any proposal can be agreed by the noteholders
expected to commence shortly. As such, the content contained herein should not be relied upon for any purpose and is for information only
Background and Recent Developments (continued)
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The Approach of the Servicer & its Advisers
years outstanding to the REF Note maturities. However, factors such as the size of the Transaction, number of noteholders and documentation issues means that any refinancing and/or restructuring will take time to be agreed and implemented
provides sufficient information, time and an appropriate forum for due consideration. This is typically through an established framework pursuant to which the Servicer and its advisers lead a two-way consent solicitation process in consultation with a steering committee representing a broad range of noteholders across all classes
time and are able to voice their opinions as well as hear the views of other noteholders, the Servicer and their financial and legal advisers. This allows for an iterative and participative process to take place
analysis carried out by the Servicer and their advisers
record including:
may not wish to receive as they will be restricted as a result
period possible with a clear timetable for cleansing
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Potential Process and Credit Metrics
Partial Refinancing Considerations
There are a number of factors that typically need to be considered in the context of potential amendments to a performing loan including:
Structural Amendments / Modifications Economic Incentives Margin Step-ups (Cash / PIK) (Inside or outside the securitisation structure) Consent Fees / Extension Fees Credit Incentives Partial Refinancing (security released) Excess cash sweep / cash trap Financial covenant adjustments Release Pricing / ALA adjustments Voluntary Prepayment (no security released) Partial Prepayment (one-off or in stages) Level of Deleveraging (release price, excess cashflow etc.) Risk of “Cherry Picking” Impact on Transaction (financial covenants etc.) Impact on Waterfall Public Process – information provided to the noteholder committee is publicly disclosed and no investors are restricted Steering Committee Process Restricted Process – noteholder committee reviews
Loan / Note maturity extension Adjustment to note paydown structure (sequential/ pro-rata / hybrid) Adjustments to hedging structure / liquidity facility / other relevant structural issues
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German Multifamily Financing Update
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Recent Events on German Multifamily CMBS Transactions
GSW Hallam Finance Immeo 2 Mesdag (Charlie) (Tor Loan)
Sponsor Whitehall / Cerberus DAIG Fonciere des Regions Speymill Group Loan Size (€ m) (1) 889.6 357.6 974.0 186.7 Original Maturity Date Aug-11 Oct-11 Dec-13 Sep-13 Most recent LTV 71.6% 62.6% n.a. 98.11% Most recent ICR 6.33x n.a. n.a. 1.00x Geographical Exposure (Top regions by value) 100% Berlin North Rhine Westphalia = 38.6% Hesse = 36.0% Berlin = 7.1% (2) Duisburg 38.0% Essen 27.4% Mullheim 10.0% (at issuance) Berlin = 34.7% Frankfurt = 8.9% Hamburg = 7.6% Outcome Fully refinanced in early 2011 by 6 banks with the loan amount ranging from €50m to €215m. Weighted average maturity and all in rate of 8.3 years and 4.18% respectively Fully refinanced by a Pfandbriefe bank in April 2011 (terms unknown) Borrower has been in discussion with Class A noteholders only for a potential restructuring involving a 1.5 year extension Loan was transferred to special servicing in November 2010 as a result of payment default. The special servicer enforced the share pledge and appointed E&Y as receivers over the SPVs
Source: Brookland research derived from various public sources (1) Securitised balance only and excluding super senior debt (2) Residential only excluding any commercial units
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€ 0 bn € 1 bn € 2 bn € 3 bn € 4 bn € 5 bn € 6 bn € 7 bn € 8 bn € 9 bn Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014
Selected Loan Maturity Profiles for German Multifamily CMBS
Source: Brookland research derived from public sources (see table to the right). Securitised balance only
Selected Issuer (Loan) Loan Maturity Titan Europe 2006-2 PLC (Petrus Loan) (1) April 12 Titan Europe 2006-2 PLC (Margaux Loan) (1) July 12 Eclipse 2005-3 (5 loans in total) October 12 Opera Germany 1 (Prima Loan) December 12 Titan Europe 2006-2 PLC (Velvet Loan) (2) January 13 Windermere IX CMBS PLC / Deco 14 Pan-Europe 5 (Woba Loan) May 13 GRAND PLC July 13 GRF PLC August 13 Quokka Finance PLC September 13 MESDAG (Charlie) BV (Tor Loan) September 13 Immeo Residential Finance 2 (3) December 13 Deco 17 - Pan Europe 7 Ltd. (LWB Loan) April 14 Deco 17 - Pan Europe 7 Ltd. (WGN Loan) April 14 Deco 17 - Pan Europe 7 Ltd. (WBN Loan) April 14 MESDAG (Berlin) BV June 14
(1) Extended from their original maturity dates in April 2011 and July 2011 respectively with both loans having the option to extend up to January 2013 (subject to certain conditions) (2) Extended from its original maturity date of January 2011 to January 2013 (3) The transaction is currently going through a potential restructuring / extension GRAND (REF Notes) Other selected German multifamily CMBS loans
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Transaction Summary
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Transaction Summary – Securitisation Overview
Source: GRAND Offering Circular and supplemental prospectus, Servicer Report April 2011, Bond report April 2011, Fitch Tap Issue presale (1) As of 18 October 2006 excluding €133m of Class C Treasury Notes (2) Based on Cushman & Wakefield valuation dated 31 March 2006 (3) Moody’s press release – 8 April 2010 (4) S&P press release – 11 November 2009 (5) Fitch’s press release – 16 March 2009
Tranche Original Balance (€m) Tap Issuance Balance (€m)(1) Current Balance (€m) Ratings at Closing (S&P/M/F) Ratings Current (S&P/M/F) Original LTV Current LTV(2) Original All in Rate Expected Maturity Final Maturity Super Senior Debt 1,445.9 1,518.0 1,197.2 n.a. n.a. 17.8% 15.1% n.a. n.a. n.a. Class A 3,209.0 3,445.0 2,827.1 AAA/Aaa/AAA A+/Aa1/AAA 57.2% 50.8% EU+24bps Jul-13 Jul-16 Class B 428.0 460.0 377.5 AA/Aa2/AAA BBB/A1/AA 62.5% 55.5% EU+35bps Jul-13 Jul-16 Class C 869.0 943.0 773.9 A/A2/AA- BB+/Baa2/A+ 73.2% 65.3% EU+72bps Jul-13 Jul-16 Class D 577.0 619.0 508.0 BBB/Baa1/A- BB/Ba1/BBB+ 80.2% 71.7% EU+105bps Jul-13 Jul-16 Class E 133.0 133.0 109.1 BBB/Baa1/BBB+ BB-/Ba2/BBB 81.9% 73.1% EU+128bps Jul-13 Jul-16 Class F 200.0 215.0 176.4 BBB-/Baa3/BBB B/Ba3/BBB- 84.3% 75.3% EU+150bps Jul-13 Jul-16 Securitisation Total 5,416.0 5,815.0 4,772.0 EU+48bps Total 6,861.9 7,333.0 5,969.2 84.3% 75.3% N/A
maturity of the REF Notes and the maturity of the CMBS notes
been a formal re-valuation since. Certain rating agencies have provided views as to where the value lies based on certain press releases they issued. Amongst the more recent ones, Moodys estimated the Global LTV of the transaction to be 88.2% (as of 8 April 2010)(3)
net cashflows and property sales than initially expected”(3) at closing
14 | 4.10 4.20 4.30 4.40 4.50 4.60 4.70 4.80 4.90 5.00 5.10 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% Jan-07 Apr-07 Jul-07 Oct-07 Jan-08 Apr-08 Jul-08 Oct-08 Jan-09 Apr-09 Jul-09 Oct-09 Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Vacancy Residential Income
Transaction Summary – Property Portfolio Overview
(1) Based on the original portfolio as per the supplemental prospectus as of 31 March 2006 Source: GRAND Offering Circular and supplemental prospectus; Capita Servicer Reports, Fitch Presales
Asset Summary Issuance (Aug 06) Tap Issue (1) (Oct 06) Current (Apr 11)
Total Floor Space (sqm) 10,780,130 11,711,069 10,821,791 Number of Residential Units 164,365 180,284 164,758 (after property sales) Number of Commercial Units 1,037 1,112 n.a. Number of Parking Units 38,060 39,942 n.a. Property Type Multifamily Location Spread across Germany with 92.6% (by value) concentration in West Germany Market Value €8,136.2m €8,695.0m €7,927.8m (after property sales) Valuation Date 31-Mar-06 Valuer Cushman & Wakefield Sponsor Deutsche Annington (controlled by Terra Firma) Occupancy 94.0% 94.1% 94.8%
Source: Capita Servicer Reports
primarily concentrated on the individual sale of selected housing stock (…) Deutsche Annington’s clear focus is currently
DAIG Annual Report 2010
(IPO) only after it completes the refinancing of its debt, company’s head, Wijnand Donkers told daily Handelsblatt” ADP News Germany -26 April 2011 GRAND Vacancy & Historical Rent
€/sqm/month
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REF Note Issuers
At issuance, the loan facility is represented by REF Notes issued by 29 REF Note Issuers. The number of REF Note Issuers has increased to 31 as a result of the tap issuance in October 2006 (see page 17 for more details)
Super Senior Debt
€1,446m of super senior debt was left in place at the time of issuance and was provided by mortgage banks, financing institutions and subsidised debt providers
Amortisation
No scheduled amortisation. There is a schedule of soft Global LTV targets, breach of which will lead to full cashsweep
Release Price
115% if Global LTV is above 80%. 110% if Global LTV is between 75% and 80%. 105% if Global LTV is below 75%. Release price is currently 110%
Hedging
The REF Notes are currently hedged by an amortising swap and an amortising cap. At issuance, 80% of the hedging notional is hedged by the swap, which stepped up in October 2010 from 2.8% to 4.2%
Global ICR
The reduction in Global ICR from 1.43x at the time of issuance to 1.29x as
fluctuations in disposals (which are included in the Global ICR calculation)
Global LTV
Current Global LTV of 75.3% is based on the original valuation conducted in March 2006
REF Notes Summary Issuance (Aug 06) Tap Issue (Oct 06) Current (Apr 11)
Global REF Issue Balance (€) 6,861.9m 7,333.0m 5,969.2m Super Senior Debt Balance (€) 1,445.9m 1,518.0m 1,197.2m Securitised Debt Balance (€) 5,416.0m 5,815.0m 4,772.0m REF Note Issuers 29 31 31 REF Notes Maturity Date Jul-13 Global LTV 84.3% 84.3% 75.3% Hard Global LTV Target (Default Cov.) Ratchet based hard Global LTV covenant between 77.3% (current) and 73.5% (maturity) Soft Global LTV Target (Cash sweep Cov.) Ratchet based soft Global LTV covenant between 75.3% (current) and 70.0% (maturity) Global ICR 1.43x n/a 1.29x Global ICR Covenant (Default) 105%
(1) Based on the portfolio as per the supplemental prospectus as of 31 March 2006 Source: GRAND Offering Circular and supplemental prospectus, Fitch Press Release and Pre Sales, Capita Servicer Reports
Transaction Summary – REF Notes Overview
Additional Features
The REF Note Issuers benefit from a working capital facility of c. €100m and certain guarantee facilities of c. €415m at the time of issuance
Cross Default / Cross Collateralisation
No REF Note Issuers are cross-collateralised and only two are cross-
constitute an event of default if such interest shortfall is made up by redemption of REF Notes by any qualifying REF Note Issuers with sufficient excess cash to hyper-amortise the REF Notes for a matching amount
16 | 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x 1.40x 1.45x 1.50x Jan-07 Apr-07 Jul-07 Oct-07 Jan-08 Apr-08 Jul-08 Oct-08 Jan-09 Apr-09 Jul-09 Oct-09 Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11
60 65 70 75 80 85 Hard LTV Target Soft LTV Target Actual LTV
Transaction Summary – Historical Performance
Historical Global ICR Historical Global LTV vs. Hard & Soft Global LTV Targets
Source: GRAND Offering Circular, Capita Servicer Reports
1.05x
Source: Capita Servicer Reports Source: Capita Servicer Reports
Historical Debt Balance
€ mn %
Global ICR Default Covenant Global ICR Sequential Trigger 1.10x
2,000 3,000 4,000 5,000 6,000 7,000 8,000 Jan 07 Apr 07 Jul 07 Oct 07 Jan 08 Apr 08 Jul 08 Oct 08 Jan 09 Apr 09 Jul 09 Oct 09 Jan 10 Apr 10 Jul 10 Oct 10 Jan 11 Apr 11 GRAND Balance Senior Loan Balance
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Transaction Summary – REF Note Issuers Characteristics
Source: DAIG
No. REF Note Issuers GRAND Debt (€ mn) % of pool LTV
1 DA Bestands GmbH & Co. KG 2,363.3 49.5% 85.4% 2 DA Vermögensgesellschaft mbH & Co. KG 403.8 8.5% 85.0% 3 DA Wohnungsgesellschaft I Bestands GmbH & Co. KG 105.7 2.2% 84.8% 4 DA Heimbau Bewirtschaftungs GmbH & Co. KG 0.1 0.0% 81.1% 5 DA Bewirtschaftungs GmbH & Co. KG 425.4 8.9% 80.4% 6 DA Rhein Ruhr GmbH & Co. KG 78.5 1.6% 79.5% 7 DA MIRA Bestands GmbH & Co. KG 202.9 4.3% 77.4% 8 DA MIRA Bewirtschaftungs GmbH & Co. KG 155.9 3.3% 76.2% 9 DA Wohnungsgesellschaft III Bestands GmbH & Co. KG 73.9 1.5% 73.1% 10 DA DEWG GmbH & Co. KG 49.5 1.0% 72.1% 11 DA EWG Essen Bestands GmbH & Co. KG 172.6 3.6% 72.1% 12 DA EWG Kassel Bestands GmbH & Co. KG 35.9 0.8% 70.3% 13 DA EWG Nürnberg GmbH & Co. KG 76.0 1.6% 70.1% 14 DA EWG Augsburg GmbH & Co. KG 27.5 0.6% 68.7% 15 DA EWG Essen Bewirtschaftungs GmbH & Co. KG 36.3 0.8% 68.2% 16 DA EWG Kassel Bewirtschaftungs GmbH & Co. KG 22.9 0.5% 68.0% 17 DA EWG Mainz Bestands GmbH & Co. KG 92.0 1.9% 63.4% 18 DA EWG Frankfurt Bestands GmbH & Co. KG 101.6 2.1% 60.8% 19 DA EWG Frankfurt Bewirtschaftungs GmbH & Co. KG 18.9 0.4% 59.5% 20 DA Heimbau GmbH 7.0 0.1% 58.8% 21 DA Heimbau Bestands GmbH & Co. KG 32.7 0.7% 57.3% 22 DA EWG Köln Bestands GmbH & Co. KG 61.2 1.3% 56.9% 23 DA EWG Regensburg GmbH & Co. KG 33.4 0.7% 56.2% 24 DA EWG Karlsruhe Bestands GmbH & Co. KG 58.7 1.2% 54.7% 25 DA EWG Karlsruhe Bewirtschaftungs GmbH & Co. KG 17.5 0.4% 53.6% 26 DA EWG Köln Bewirtschaftungs GmbH & Co. KG 30.7 0.6% 53.2% 27 DA EWG München Bestands GmbH & Co. KG 61.9 1.3% 49.4% 28 DA EWG München Bewirtschaftungs GmbH & Co. KG 24.6 0.5% 44.4% 29 DA Immobilien Dienstleistung Bestands GmbH & Co. KG 0.0 0.0% 10.9% 30 DA Rheinland Immobiliengesellschaft mbH 1.1 0.0% 5.7% 31 DA Fundus Immobiliengesellschaft mbH 0.5 0.0% 2.4% TOTAL / AVERAGE 4,772.0 100.0% 75.3%
Cross-Defaulted Tap Issuance REF Note Issuers
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Transaction Summary – REF Notes Cash Flow Allocation
Sequential Trigger: Will switch to a sequential waterfall for all payments if any of the following conditions are hit:
Global Event of Default: Amongst other things, breach of the Global ICR covenant or a failure to meet the hard Global LTV targets on two successive calculation dates, subject to certain cure rights
Source: GRAND Offering Circular
Pro-rata Sequential Reverse Sequential Interest before Sequential Trigger Amortisation before Sequential Trigger Interest after Sequential Trigger Amortisation after Sequential Trigger Optional Early Redemption
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Transaction Summary – Tender Offers
Tender Offer 1 – April 2009 Tender Offer 2 - November 2009 TOTAL Tranche Amount Tendered (€m) % of Total Class Price Amount Tendered (€m) % of Total Class Price Amount Tendered (€m) % of Total Class
Price Class C 118.62 12.58% 50.0% 11.5 1.22% 55.0% 130.12 13.80% 50.4% Class D 100.525 16.24% 40.0% 1.5 0.24% 43.0% 102.025 16.48% 40.0% Class F 65.92 30.66% 30.0%
0.0% 65.92 30.66% 30.0% TOTAL 285.07 4.90% 41.8% 13.0 0.22% 53.6% 298.07 5.13% 42.4%
Source: Irish Stock Exchange Notices, GRAND Supplemental Prospectus
Pursuant to public notices issued on 3 April 2009 and 16 November 2009, Monterey Finance Sàrl, an entity understood to be affiliated to the Sponsor, has announced bond buybacks by way of a public tender offer. Based on publicly disclosed information, Monterey Finance Sàrl is understood to have purchased the following classes of notes:
The following definition is stated in the OC in relation to the voting rights on the CMBS Notes; ‘‘outstanding means, in relation to the Notes, [.....] provided that for each of the following purposes, namely: (i) the right to attend and vote at any meeting of the Noteholders; […. and certain other purposes] those Notes (including the Class C Treasury Notes) which are for the time being held by the Issuer, any person for the benefit of the Issuer, any member of the Securitisation Group or any affiliate of DAIG shall (unless and until ceasing to be so held) be deemed not to remain outstanding;”
Source: GRAND Offering Circular (page 156,157)
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Documentation Issues
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Document Issues with Definition of “Extraordinary Resolution”
“Basic Terms Modifications” which are not specifically disclosed in the Prospectus
definition of “Extraordinary Resolution”. As such, it is currently not possible to assess the threshold of Noteholders’ vote required in
“defect” is generally available public information as the relevant documents are available for inspection at the specified offices of the Irish Paying Agent and of the Issuer
will provide further updates to the Noteholders when appropriate
Source: Transaction Documentation
Documentation Issues
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Appendix
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Appendix – Structure Diagram
Hedge Providers Title Insurer GP Guarantors Bank Guarantors Issuer Noteholders Liquidity Facility Provider Security Agent Global Guarantors Trustee REF Note Issuers Working Capital Facility
Hedging Agreements Liquidity Facility Agreement Payment of Principal and Interest under the Notes Note Proceeds Payment
Principal and Interest under the REF Notes REF Notes Proceeds Bank Guarantees REF Note Issuers Specific Security Insurance Policies Guarantee
each REF Note Issuer and each GP Guarantor and Global Security Guarantee of Relevant REF Note Issuers and GP Partnership Security Issuer Security
Source: Transaction Documents
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Appendix – Current Portfolio Distribution
Schleswig Holstein
# of residential units: 11,498 % of value: 6.1%
Hamburg
# of residential units: 378 % of value: 0.3%
Bremen
# of residential units: 23 % of value: 0.0%
Lower Saxony
# of residential units: 5,675 % of value: 3.0%
North Rhine-Westphalia
# of residential units: 89,596 % of value: 51.2%
Rhineland-Palatinate
# of residential units: 4,296 % of value: 3.1%
Saarland
# of residential units: 20 % of value: 0.0%
Baden-Württemberg
# of residential units: 4,195 % of value: 2.7%
Mecklenburg-Vorpommern
# of residential units: 591 % of value: 0.4%
Brandenburg
# of residential units: 155 % of value: 0.1%
Berlin
# of residential units: 7,906 % of value: 4.9%
Saxony-Anhalt
# of residential units: 1,770 % of value: 0.5%
Saxony
# of residential units: 3,223 % of value: 1.2%
Thuringia
# of residential units: 967 % of value: 0.4%
Hesse
# of residential units: 18,622 % of value: 13.5%
Bavaria
# of residential units: 15,843 % of value: 12.5%
Source: April 2011 Servicer Report
Mecklenburg-Vorpommern Brandenburg Berlin Hamburg Bremen Lower Saxony North Rhine-Westphalia Hesse Rhineland-Palatinate Saarland Baden-Württemberg Thuringia Saxony Saxony-Anhalt Bavaria Schleswig Holstein Top 3 regions (by value)
25 | 0% 10% 20% 30% 40% 50% 60% Bad.-Würt. Bayern Berlin Brandenburg Bremen Hessen Hamburg Mec-Vorp Nidersachsen Nordr.-West Rheinland-Pfalz Sachsen-Anhalt Saarland Sachsen
Thüringen 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% Nordr.-West Hessen Bayern
Berlin Rheinland-Pfalz Nidersachsen Bad.-Würt. Sachsen Sachsen-Anhalt Mec-Vorp Thüringen Hamburg Brandenburg Saarland Bremen Vacancy Rates (Germany) Vacancy Rates (GRAND Portfolio)
Appendix - German Multifamily Real Estate Market Update
Source: F&B Market Monitor
Vacancy Rates in Germany German Residential Rental Index
Source: Bloomberg Source: Federal Statistics Office (2006)
Owner Occupancy Rates in Germany IPD German Residential Capital Growth Index
94.00 96.00 98.00 100.00 102.00 104.00 106.00 108.00 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Source: Federal Statistics Office (2006) & GRAND Servicer Report April 2011 Average GRAND Vacancy Average Germany Vacancy 94.0 96.0 98.0 100.0 102.0 104.0 106.0 108.0 Q1 04 Q3 04 Q1 05 Q3 05 Q1 06 Q3 06 Q1 07 Q3 07 Q1 08 Q3 08 Q1 09 Q3 09 Q1 10 Q3 10 Q1 11
New Leases Existing Leases