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Taurus 2018-2 UK DAC: 25 August 2018


The Issuer will make payments on the Notes from payments of principal and interest received by the Issuer under (a) loans advanced by the Loan Seller to the Borrowers pursuant to the Facility Agreement and acquired by the Issuer and (b) loans advanced by the Issuer to the Borrowers pursuant to the Facility Agreement on and from the Closing Date.

The "Securitised Loan" is a portion equal to £223,508,000 (being approximately 95.0%) of the outstanding principal amount of the Acquisition Facility Loan advanced by the Loan Seller under the Facility Agreement as at the Closing Date together with the aggregate principal amount of each and any Capex Facility Loan made by the Issuer in accordance with the Facility Agreement in an amount up to the Securitised Capex Facility Commitment. The "Securitised Capex Facility Commitment" is 95.0% of the Loan Seller's Capex Facility Commitment as at the Closing Date, being an amount equal to £38,000,000, to be transferred by the Loan Seller to the Issuer in accordance with the Loan Sale Documents.

The Loan is secured by, among other things, properties located in England collectively known as the Devonshire Square Estate, London. The property portfolio is a mixed use office, retail, leisure, educational and residential estate. According to the Valuation Report provided by Savills, the current Market Value of the Property Portfolio is £590m.

EU Risk Retention: Bank of America Merrill Lynch International Limited, as original lender, will retain a material net economic interest of not less than 5% in the Loan in accordance with the text of each of Article 405 of the Capital Requirements Regulation, Article 51 of the AIFM Regulation and Article 254 of the Solvency II Regulation. As at the Closing Date, such interest will be held in the form of a pari passu interest of not less than 5% of the nominal value of the Loan.

US Risk Retention: The transaction is not intended to involve the retention by a sponsor of at least 5% of the credit risk of the securitised assets for purposes of compliance with the final rules promulgated under Section 15G of the Securities Exchange Act of 1934, but rather intends to rely on an exemption provided for in Section 20 of the U.S. Risk Retention Rules regarding non-U.S. transactions.

Compare/contrast: Taurus 2017-2 UK S.R.L, BAMS CMBS 2018-1,