Taurus 2021-1 UK DAC: 03 March 2021
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 a 100% interest in the 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 and Scotland.
The Property Portfolio comprises 45 mostly urban logistics and multi-let industrial properties situated throughout the United Kingdom. The properties offer approximately 4.1 million ft2 of total lettable area which is currently let to over 175 tenants at an occupancy level of approximately 92%. The overall portfolio is well diversified across all major regions in the UK, but has a significant concentration in Greater London & South-East (51% of the lettable area and 71% of market value). The remaining assets are located in the North East (14% GLA, 8% MV), Midlands (9% / 6%), South West (3% / 3%), North West (15% / 8%) and Scotland (8% / 4%).
EU & UK Risk Retention: Bank of America Europe 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 (i) Article 6(1) of Regulation (EU) 2017/2402 of the European Parliament and (ii) Article 6 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the UK 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.
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 £17,007,000 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 US, UK and EU risk retention requirements, Bank of America Europe DAC (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 £17,007,000, 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 2020-1 UK DAC, Magenta 2020 plc