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European Loan Conduit No. 35 (EOS): 08 July 2019

The Issuer will make payments on the Notes and the VRR Loan from payments of principal and interest received by the Issuer under loans advanced by the Original Senior Lender to the Senior Borrowers pursuant to the Senior Facility Agreement. The obligations of the Senior Obligors to repay the Senior Loan are joint and several and the obligations of each Senior Obligor are cross-collateralised and cross-defaulted with each other.

Immediately prior to the Closing Date, the Loan Seller shall acquire from the Original Senior Lender a €291mln interest in the Senior Loan (being approximately 69.95% of the principal amount of the Senior Loan) and on the Closing Date the Loan Seller shall sell such interest to the Issuer. Note, the Issuer will only acquire the Securitised Senior Loan and not the Mezzanine Loan.

The Senior Loan will be secured by, among other things, first ranking mortgages over: (a) 128 freehold and leasehold office, light industrial and retail properties located throughout The Netherlands (the Dutch Properties); (b) 20 freehold office, light industrial and retail properties located throughout Germany (the German Properties); and (c) 17 freehold and leasehold office, light industrial and retail properties located throughout Finland (the Finnish Properties). Overall there are 165 industrial, office and retail properties situated throughout the Netherlands, Germany and Finland.

The Properties offer approximately 921,297 sqm of total lettable area, which is currently let to over 567 tenants at an occupancy level of approximately 83.75%. The properties consist of offering 34.78% office space, 40.29% industrial space and 24.93% retail space. The largest tenant is New Office Centre B.V. which accounts for €3.158m (5.0%) of the contractual GRI and 66,218 sqm (7.2%) of the GLA. The top 10 tenants account for 18.2% of contractual GRI and 19.2% of GLA. The market value of the Properties as at February 2019, the month in which the Initial Valuations were produced, was €708.580mln.

EU Risk Retention: Morgan Stanley Bank, N.A., as originator in respect of the Senior Loan, 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, in the form of the VRR Loan, the initial principal amount of which will equal at least 5% of the aggregate of (i) the principal amount of the VRR Loan and (ii) the Principal Amount Outstanding of each Class of Notes, in each case in accordance with the EU Risk Retention Rules.

US Risk Retention: This securitisation transaction will be subject to the credit risk retention requirements of Section 15G of the Exchange Act, as added by Section 941 of the Dodd-Frank Act. Morgan Stanley Bank Principal Funding, Inc. will act as the "retaining sponsor".

Compare/contrast: European Loan Conduit No. 31 (Libra)