Kanaal CMBS Finance 2019: 23 April 2019
The principal source of payment of interest on the Notes and of repayment of principal on the Notes will be a 95% of interest, principal and prepayment fee amounts arising out of (i) the €138,000,000 facility agreement entered into with, among others, the Maxima Borrowers on 12 February 2019 and (ii) the €109,550,000 (as amended and restated to €153,510,000) facility agreement entered into with, among others, the Big 6 Borrowers on 8 June 2018 as amended and restated by an amendment and restatement agreement dated 13 September 2018, and further consent and amendment letters dated 27 November 2018, 2 January 2019, 31 January 2019, 28 February 2019, 18 March 2019, 19 March 2019 and 3 April 2019, and as further amended from time to time in each case by Goldman Sachs Bank USA (the "Loan Seller"), which will be transferred to the Issuer on the Closing Date. The Issuer will purchase the Loans on the Closing Date pursuant to the Loan Sale Agreements.
The collateral for the Maxima portfolio comprises 11 majority office assets located throughout the Netherlands. The Maxima Portfolio has 104,451 sqm of gross lettable area with an overall occupancy rate of approximately 84.4% and a Net Initial Yield (based on a JLL valuation) of 6.6%. In terms of location, the majority of the assets are located in the Randstad region (82.5% of total rent). Approximately 60.4% of the total rent is generated by the top 5 tenants. The top tenant, VvAA Group, makes up 20.6% of the Maxima Portfolio rent. JLL have valued the Properties at €234.3m.
The collateral for the Big 6 portfolio comprises of five retail assets and one mixed-use asset, located throughout the Netherlands. The portfolio consists of 117,675 sqm of gross lettable area with an overall occupancy rate of approximately 80.8%, and a current NOI yield of 7.6%. Approximately 25.4% of the total rent is generated by the top 5 tenants. Savills has valued the Properties at €248.4m, as at 26th April 2018.
EU Risk Retention: Goldman Sachs Bank USA, as original lender in respect of the Loans, will retain a material net economic interest in the securitisation of not less than 5% in accordance with the text of Article 6(1) of Regulation (EU) 2017/2402 (the "Securitisation Regulation"). As at the Closing Date, such retained material net economic interest will comprise not less than 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with Article 6(3)(a) of the Securitisation Regulation.
US Risk Retention: This securitisation is required to comply with Section 15G of the U.S. Securities Exchange Act of 1934, as amended. Goldman Sachs Bank USA, as sponsor of the securitisation, is required to retain an economic interest in the "credit risk" of the "securitized assets" of not less than 5% under the U.S. Risk Retention Rules. Goldman Sachs Bank USA intends to satisfy the U.S. Risk Retention Rules by acquiring on the Closing Date and retaining an eligible vertical interest in the form of a single vertical security. The EVI will comprise of 100% of the Issuer Loan, which as at the Closing Date has an initial principal amount of €13,917,523. The Issuer Loan entitles Goldman Sachs Bank USA as Issuer Lender to 5% of all amounts received by the Issuer in respect of the Loans.
Compare/contrast: Arrow CMBS 2018, Kantoor Finance 2018 CMBS