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Together Asset Backed Securitisation 2020-1: 24 July 2020

A standalone issuance and the fourth public securitisation from originator The Together Group, where the issuer will make payments on the notes from payments of principal and revenue received from a portfolio comprising mortgage loans and their related security originated by the sellers and secured over residential properties located in England, Wales and Scotland and sold by the sellers to the issuer on the closing date.

TPFL, TCFL and Blemain are wholly owned subsidiaries of TFSL. The Together Group is a specialist UK mortgage loan provider, having been established in 1974. The Group specialises in offering individually underwritten loans to segments of the markets that are under-served. In the twelve months ended 31 March 2020, underlying profit before taxation was £122.2mln with generated underlying EBITDA of £257.1mln. In the twelve months ended 31 March 2020, it advanced £2,174.3mln of new lending and, as of 31 March 2020, Shareholders’ Funds amounted to £829.2mln. As of 31 March 2020, total loan assets of the Together Group amounted to £4,315.9mln.

As at the Portfolio Reference Date (10 June 2020), the Provisional Portfolio comprised 4,143 variable rate mortgage loans with an aggregate Principal Balance of £372,339,059, originated by the sellers between October 2017 and January 2020. The average current principal balance is £89,872 and the largest loan is for £1.292mln. Customer type: owner occupied – 52.8%, BTL 47.2%. Mortgage legal charge (by current balances): First legal mortgage / first ranking standard security – 71.7%, Second legal mortgage / second ranking standard security – 28.3%. Mortgage type: interest only – 52.1%, repayment – 47.9%. Additionally, self-employed borrowers account for 56.6% of current balances and only 80.4% (by current balances) were subject to a full property valuation. The WA current LTV is 57.5% (original LTV 58.0%) and the WA seasoning is 11.7 months. Regional concentration: Greater London – 31.0%, South East – 19.9%, North West – 10.2% and the West Midlands – 9.82%.

Significant Investor: On the Closing Date (a) TFSL will purchase 100% of the Class R Notes and (b) the Sellers will, collectively, purchase 100% of the Class Z Notes.

EU Risk Retention: On the Closing Date the Sellers will, as originators for the purposes of the Securitisation Regulation, retain on an ongoing basis a material net economic interest of not less than 5% in the securitisation as required by Article 6(1) of the Securitisation Regulation. As at the Closing Date, such interest will be satisfied by each Seller holding the first loss tranche, in this case an interest in the Class Z Notes in proportion to the total securitised exposures for which each Seller is the originator.

US Risk Retention: The Sellers, as 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.

The Volcker Rule: The Issuer is of the view that it is not now, and immediately after giving effect to the offering and sale of the Notes and the application of the proceeds thereof on the Closing Date will not be, a "covered fund" for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956.

Compare/contrast: Together Asset Backed Securitisation 2019-1, Tower Bridge Funding 2020-1,Canterbury Finance No.2 plc