Arrow CMBS 2018: 25 November 2018

A pan-European commercial loan securitisation, where on the closing date the Issuer will acquire from the Loan Sellers (Deutsche Bank AG, London Branch and Société Générale, London Branch) a Eur292.7mln interest in the Senior Loan (being approximately 95.0% of the Senior Loan). The Loan Sellers will continue to hold an approximately 5.0% interest in the Senior Loan, which each of the Loan Sellers is free to deal with in its sole discretion (subject to the EU Risk Retention Requirements).

The Senior Loan will be secured by, among other things, a portfolio of: (a) 53 commercial properties located throughout France (69.5% by market value); (b) 9 commercial properties located throughout the Netherlands (7.5%); and (c) 27 commercial properties located throughout Germany (23.1%). The Properties offer approximately 611,593 square metres of total lettable area which is currently let to 349 tenants with a physical occupancy of 90.7%. The majority of the Properties are located in the major French, German and Dutch logistics hub markets, with 83.2% of value, 81.8% of gross rental income and 77.6% of lettable area located in the logistic hubs of Ile-de-France, Lyon, Lille, the Rhine-Ruhr area, Amsterdam, Nantes, Bremen, Marseille, Dresden and Munich.

EU Risk Retention: Deutsche Bank AG, London Branch and Société Générale, London Branch, each as originators, will retain a material net economic interest of not less than 5% in the securitisation 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 Senior Loan.

US Risk Retention: The Loan Sellers, as co-sponsors under the U.S. Risk Retention Rules, do not intend to retain 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 intend to rely on an exemption provided for in Section 20 of the U.S. Risk Retention Rules regarding non-U.S. transactions.

Compare/contrast: European Loan Conduit No. 31 (Libra), Taurus 2015-3 EU Ltd (redeemed)