Lusso S.r.l. EUR 65m Senior (46.5% LTV) CMBS due Mar-2029 EUR 20m Subordinated (60.8% LTV) CMBS due Mar-2029 ��������� �������������������������������
Contents 1. Executive Summary 2. Transaction Overview 3. Collateral Overview 4. Loan Description 5. Timetable 6. Due Diligence Appendix 2
1. Executive Summary
Executive Summary Lusso S.r.l. Lusso S.r.l. is a new Italian CMBS transaction backed by a EUR 85m loan for the refinancing of Sicilia Outlet Village ( "SOV’’ or the “Borrower” ) - a luxury outlet centre , located in the centre of Sicily, Italy � The loan was granted in March 2015, and has the following key features: � 60.8% LTV � 7-year term � 3% amortisation per annum (starting Nov 2015) � Following the transfer of the loan to an Italian 130 SPV, two classes of Notes will be issued to investors: � Class A, EUR 65m, 46.5% LTV, unrated, with a coupon of 3m Euribor + [ � � ] bps � � � Class B, EUR 20m, 60.8% LTV, unrated, with a coupon of 3m Euribor + [ � � � � ] bps � Two additional Class X tranches will be issued to capture the excess spread on the Notes. One tranche will be held by BNP Paribas (the "Originator") and the other by the Borrower � The Notes are expected to be issued in June 2015 4
Executive Summary Investment highlights of Lusso S.r.l. 1 3 A highly experienced Parent and Sponsor A well performing outlet business model � Yoy double-digit growth in turnover � Stilo (the "Sponsor") – has a strong track record in the development & management of shopping � High occupancy (92%) malls and outlet centres: � Strategic location preventing future � through its asset management subsidiaries, it competition currently manages Sicilia Outlet Village and all � Consistent yoy growth in footfall outlet centres securitised in Europe to date : 2 from the Moda 2014 CMBS and 2 from Taurus 2015-1 � Recession resilient due to Luxury focus � 4 retail projects currently under construction , � Expansion plans for a Phase III, following including a JV with Australian retail giant Westfield for success of Phase I & II one of the largest shopping centres in Europe, located just outside Milan � The Percassi Holding (the "Parent") is a specialist in branding, retail development & real estate 2 4 Alignment of interest of investors and A diversified mix of top quality tenants Originator � Some of the world’s most prestigious retail � 5% of both Class A and Class B Notes will be brands including Gucci, Armani, Tod’s, retained by BNP Paribas Versace, Dolce & Gabbana, Trussardi, Loro Piana, Ermenegildo Zegna, Ralph Lauren, La � Excess spread is only paid to the X notes when Perla with over 140 shops in total the transaction is performing � Granular portfolio (largest tenant contributing 4% of total rent and the top 10 tenants contributing 28%) 5
2. Transaction Overview
Transaction Overview Lusso S.r.l. Notes Principal Balance LTV ICR* WAL* Rating First Due Date Coupon In case of fixed: [6.3]y swap rate + [ � ] bps 25 th May 2015 Class A EUR 65,000,000 46.5% 5.4 6.3 years Unrated In case of floating: 3m Euribor + [ � ] bps In case of fixed: [6.3]y swap rate + [ � ] bps 25 th May 2015 Class B EUR 20,000,000 60.8% 3.1 6.3 years Unrated In case of floating: 3m Euribor + [ � ] bps 25 th May 2015 Class X1 EUR 100,000 n/a n/a n/a Unrated Retained by BNPP 25 th May 2015 Class X2 EUR 100,000 n/a n/a n/a Unrated Retained by the Borrower *as at anticipated closing date (June 2015) Key Transaction Features th February, 25 th May, 25 th August, 25 th November � � Borrower Sicily Outlet Village S.p.A. IPDs 25 Interest � � Sponsor Stilo (Percassi Holding) Actual/360 Calculation � Part refinancing / part for general corporate purposes. Amortisation � Purpose 3% amortisation p.a. (starting Nov 2015) (see slide 23) type � First ranking mortgage over the properties, assignment of � Hedging Fixed-floating swap at Loan Borrower level Security receivables (i.e. leases), pledge over shares and bank accounts of SOV � � Legal Maturity 2027 (5 years longer than Maturity of Loan) Reserves Reserve Account � Default triggers: LTV ≥ 80.0% and ICR < 1.40x Minimum Financial � � Cash sweep triggers: LTV ≥ 75.0% and ICR ≤ 1.60x EUR 100,000 Denomination Covenants � Cash trap triggers: LTV ≥ 70.0% and ICR ≤ 1.80x � 3% in Year 1, 3% in Year 2, 2% in Year 3 and 4, none � Listing Irish Stock Exchange Prepayment fees thereafter Payment � � Quarterly Law Italian Frequency 7
Transaction Overview Transaction Third Parties Role Name � Zenith Service S.p.A. SPV Setup/Ownership � Zenith Service S.p.A. SPV Director � Zenith Service S.p.A. SPV Corporate Servicer � Regulatory Servicer Zenith Service S.p.A. Primary Servicer Mount Street Mortgage Servicing Limited � Special Servicer � Mount Street Mortgage Servicing Limited Account Bank � BNP Paribas Securities Services, Milan Branch Representative of the Noteholders � BNP Paribas Securities Services, Milan Branch � Zenith Service S.p.A. Computation Agent Listing Agent � McCann FitzGerald Listing Services Limited � Facility Agent � Mount Street Mortgage Servicing Limited Italian Legal counsel � Legance Avvocati Associati Property Valuation � CBRE 8
Transaction Overview Structure The loan was granted in March 2015 1. Distribution will occur by way of securitisation of the Loan through an SPV under the Italian securitisation law 130 2. SPV will issue notes to be purchased by investors (expected June 2015), and 5% will be retained by BNP Paribas 3. Phase 1 : Origination of the Loan Phase 2: Refinancing of Loan and Issue of Notes BNP Paribas, Italian Branch Loan € transfer Loan € Loan € BNP Paribas, Sicily Outlet Sicily Outlet Lusso Srl Italian Branch Village S.p.A. Village S.p.A. (130 SPV) Security Security € Bonds Institutional Investors + BNPP (5%) 9
3. Collateral Overview
The Asset Overview Description Property Details Sicilia Outlet Village is the first and only luxury outlet in � Opening dates: Phase I in Nov 2010, Phase II in Jul 2014 Sicily � GLA 30,000 m2, Shops: 142 � Located on the A19 Catania - Palermo highway with a � Market value: EUR 139,700,000 (CBRE, Mar 2015), signposted exit generating in excess of EUR 11m in rent per annum � 50 minutes from Catania � Retail categories: Luxury, Designer, Contemporary Fashion, � 90 minutes from Palermo Casual & Sportswear, Home Décor & Accessories � The centre has the feeling of an Italian village , set on a � Occupancy: 92% (as at April 2015), with anticipated 100% sloping hill occupancy by end of 2015 as asset reaches full stabilisation � Presentation and cleanliness is to the highest standard � Catchment area in driving distance: 60 minutes 1.4m, 90 � Customers are attracted to SOV because of its unique value minutes 3.7m. Sicily has 5m inhabitants and 5m tourists proposition: luxury boutique shopping with discounts of per annum between 30 - 70% 11
The Asset Floorplan as at April, 2015 12
The Asset Growth Figures Sales (EUR) Footfall 100,000,000 80,000,000 60,000,000 2012 2013 40,000,000 2014 20,000,000 - SALES Sales PM 2 (EUR) Average Ticket Value (EUR) 13
The Asset Growth Figures Monthly Sales (EUR) 14,000,000 12,000,000 10,000,000 2015 8,000,000 2014 6,000,000 2013 2012 4,000,000 2,000,000 - JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 14
The Asset Client Profile: in 2014, approx. 80% of visitors were residents, 20% tourists Residents Tourists < 65, 9% > 18, 34% Annual tourist Over 5,000,000 Age visitors in Sicily 18 - 65, 58% 41% Foreign Tourist WOMEN, Gender MEN, 48% composition 59% Mainland Italy 52% OTHER, 14% Western CATANIA, Sicily Germany China 35% Key countries of Eastern Residence France Russia Sicily origin PALERMO USA Ukraine , 24% OTHER, 27% Average number of visits 6 per year 2 to 7 nights Length of stay Shopping Behaviour Average dwell time 3 hours First time visitors 23% 15
The Asset Tenant Mix Top Ten Tenants Lease Maturity/Break Profile Tenant name Brand % of rent 4,000,000 120% 1 Luxury Good Outlet S.r.l. Gucci 4% 3,500,000 Abercrombie & Fitch / 100% 2 Abercrombie & Fitch Italia S.r.l. 3% Hollister 3,000,000 Cumulative (%) 3 Harmont & Blaine S.p.A. Harmont & Blaine 3% 80% 2,500,000 Rent (€) 4 Tod's S.p.A. Tod’s / Fay 3% 2,000,000 60% 5 Michael Kors Italy S.r.l. Michael Kors 3% 1,500,000 40% 6 Capri S.r.l. Gutteridge / Alcott 3% 1,000,000 7 Giorgio Armani Retail S.r.l. Armani Outlet 3% 20% 500,000 8 Guess Italia S.r.l. Guess 2% 0 0% 9 Nike Retail B.V. Nike 2% 2015 2016 2017 2018 2019 2020 2021 2022 10 CK Stores Italy S.r.l. CK Jeans 2% WA Break/Expiry = 2.9* years 28% Historical Occupancy Breakdown by Category 100% Underwear 2% 90% Perfumery & Services 0% Cosmetics 2% Other 3% 80% Home 3% 70% Kids Clothing 4% 60% Casual 21% Refreshment 50% 5% 40% Sport 5% 30% 20% Shoes 5% Luxury / 10% Designer 19% Accessories 6% 0% Dual Gender 2010 2011 2012 2013 2014 Mar-15 6% Woman Man Clothing 2015 (Apr) occupancy = 92% Clothing 9% 10% *as at end of March 2015 16
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