Taurus 2020-2 UK DAC: 08 August 2020
The Issuer will make payments on the notes and the Issuer Loan from payments of principal and interest received by the Issuer under loans advanced by the Loan Seller to the Borrowers pursuant to the Senior Facilities Agreement. On the Closing Date, the Issuer will acquire an approximately 91.39% interest in the Senior Loan (the "Securitized Senior Loan") pursuant to the Loan Sale Documents. The Senior Loan will be secured by, among other things, a portfolio of logistics and industrial properties located throughout England, Wales and Scotland.
The Property Portfolio comprises 285 mostly urban logistics and multi-let industrial properties situated throughout the United Kingdom. The properties offer approximately 16.3 million ft2 of total lettable area which is currently let to over 2,000 tenants at an occupancy level of approximately 88%. The portfolio has a significant concentration in the North East and Yorkshire (30% of the lettable area and 28% of market value) and Midlands (19% GLA, 17% MV). The remaining assets are located in the North West (11% GLA, 11% MV), South East (7% / 14%), South West and Wales (14% / 14%) and Scotland (18% / 15%). The market value of the subject properties as at 19 May 2020 was £871,355,500.
EU Risk Retention: Bank of America Merrill Lynch International DAC, as original lender, will retain a material net economic interest of not less than 5% in the securitisation in accordance with the text of Article 6(1) of Regulation (EU) 2017/2402. 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 Issuer Loan, which has a nominal value equal to at least 5% of the aggregate Principal Amount Outstanding of the Notes of all Classes and the principal balance of the Issuer Loan in each case, in accordance with the EU Risk Retention Rules.
US Risk Retention: This transaction will be subject to the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934: (a) Bank of America Merrill Lynch International DAC will act as the "retaining sponsor"; and (b) the Retaining Sponsor is expected to acquire, on the Closing Date, a "single vertical security" that is an "eligible vertical interest" in the Issuer, with an aggregate balance of approximately £23,684,210.53 as of the Closing Date in the form of the Issuer Loan. The Issuer Loan will represent at least 5.0% of all "ABS interests" in the Issuer, and the Issuer Loan will entitle each holder thereof to a pro rata share of a specified percentage of the amounts paid on each other class of ABS interests issued by the Issuer.
For the purposes of satisfying U.S. and EU risk retention requirements, Bank of America Merrill Lynch International Designated Activity Company (the "Retaining Sponsor") will, pursuant to the Issuer Loan Agreement, advance a sterling loan to the Issuer on the Closing Date. As at the Closing Date the principal amount of the Issuer Loan will be equal to £23,684,210.53, being equal to not less than 5% of the sum of (i) the aggregate principal amount outstanding of the Notes and (ii) the principal amount of the Issuer Loan on the Closing Date.
Compare/contrast: Taurus 2019-3 UK DAC, European Loan Conduit No. 34 (Scorpio)