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Ripon Mortgages Plc: 27 April 2017

A standalone issuance where the issuer will make payments on the notes from payments of principal and revenue received from a portfolio comprising loans the equitable interest in which will be sold to the Issuer by Ripon S.àr.l. and which were purchased by the seller from Bradford & Bingley plc and secured over residential properties located in England and Wales.

The Seller is a direct wholly-owned subsidiary of Ripon Holdco S.àr.l. The Seller is ultimately jointly owned (wholly but indirectly) by funds managed or advised by Blackstone Tactical Opportunities Advisors LLC or related managers and advisers.

The portfolio consists of 85,440 main accounts (86,450 sub-accounts), where the average balance is £115,338 and the largest balance is £999,991. All of the loans are buy-to-let. Repayment type (by current balances): interest-only 95.13%, repayment 4.47%, part & part 0.39%. Interest rate type: Variable 98.23%, other 1.77%. The WA current indexed LTV is 60.94% and the WA seasoning is 11.13 years. Regional concentration (by current balances): Greater London 27.46%, South East 24.44%, North West 10.59% and the South West 7.57%.

Significant Investors and Pre-Placed Notes: On the Closing Date: (a) the Retention Holder will acquire (i) from the Seller 100% of the Class X Certificate issued to the Seller by the Issuer, (ii) from the Seller at least 5% of the Class Y Certificates issued to the Seller by the Issuer and (iii) at least 5% of the nominal value of each Class of Notes in compliance with its risk retention requirements; and (b) the Seller will acquire 95% of the Class G Notes, 95% of the Class R Notes and 95% of the Class Z Notes and (ii) 100% of the Certificates.

In addition, on the Closing Date 95% of the Class A2 Notes, 95% of the Class B2 Notes, 95% of the Class C2 Notes and 95% of the Class D2 Notes will be pre-placed with a consortium consisting of Barclays Bank Plc, HSBC Bank plc, Lloyds Bank plc, Nationwide Building Society, The Royal Bank of Scotland plc and Santander UK plc, acting directly or through an affiliate.

CRR 405: On the Closing Date, Goldman Sachs International Bank (the Retention Holder) will, as a sponsor for the purposes of the CRR, retain a material net economic interest of not less than 5% in the securitisation in accordance with the text of each of Article 405(1)(a) of Regulation (EU) No 575/2013), Article 254(2)(a) of Regulation (EU) No. 2015/35 and Article 51(1)(a) of Regulation (EU) No 231/2013. As at the Closing Date, the Retention will comprise of the Retention Holder holding no less than 5% of the nominal value of each Class of Notes sold or transferred to investors and the Class X Certificates issued to the seller.

Compare/contrast: Aire Valley Mortgages 2008-1 plc (Redeemed), Slate No.1, Towd Point Mortgage Funding 2016 - Granite 2 Plc