FOR IMMEDIATE RELEASE · 9/16/2013  · Proventus European ABS CDO PUBLIC LIMITED COMPANY a public...

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FOR IMMEDIATE RELEASE CREDIT EVENT NOTICE AND NOTICE OF PUBLICLY AVAILABLE INFORMATION To: The Irish Stock Exchange 28 Anglesea Street Dublin 2 Ireland Attn: Regulatory Information Services 16`h September 2013 Proventus European ABS CDO PUBLIC LIMITED COMPANY a public limited company incorporated in Ireland with company registration number 426690 (the "Issuer ") NOTICE to the holders of the outstanding €12,000,000 Class A Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283671716) €28,000,000 Class B Secured Floating Rate Credit -Linked Notes due 2102 (ISIN: XS0283673415) €20,000,000 Class C Secured Floating Rate Credit -Linked Notes due 2102 (ISIN: XS0283674223) €25,000,000 Class D Secured Floating Rate Credit -Linked Notes due 2102 (ISIN: XS0283674819) €20,000,000 Class E Secured Floating Rate Credit -Linked Notes due 2102 (ISIN: XS0283675626) €10,000,000 Class F Secured Floating Rate Credit -Linked Notes due 2102 (ISIN: XS0283676434) (collectively referred to as the "Notes ") The Issuer is a public limited company, incorporated and domiciled in Ireland. The Issuer was formed for the purpose of participating in a synthetic credit default swap transaction (the "Transaction") arranged by Merrill Lynch International (the "Arranger ") and Mizuho International Plc (together the "Joint Lead Managers" and each a "Joint Lead Manager "). Pursuant to the terms of the Transaction, the Issuer raised funds from the issuance of the Notes, which are listed on the Irish Stock Exchange and issued to sophisticated investors (the "Noteholders "). The total principal amount of Notes raised was €115,000,000. The Notes are subordinated in payment of principal and interest to each other in enforcement order of priority. The Notes are due to mature in 2102. The Issuer deposited €75,000,000 of the proceeds of the Notes with Mizuho Corporate Bank as collateral (the "Collateral ") and the remaining proceeds of €40,000,000 was used to purchase Bond Collateral. The Issuer then entered into a credit default swap arrangement (the "Swap ") with Mizuho Corporate Bank (the "Swap Counterparty ") pursuant to the terms of which the Issuer, in return for a fee, took on the credit and market risk of a reference portfolio (the "Reference Obligations "). Pursuant to the Swap the Swap Counterparty purchased credit protection from the Issuer in relation to such Reference Obligations, which are constituted of various asset backed securities. The principal amount of protection purchased in respect of a Reference Obligation is equal to the "Reference Obligation Principal Amount" of such Reference Obligation. The maximum settlement exposure is the nominal value of the Notes.

Transcript of FOR IMMEDIATE RELEASE · 9/16/2013  · Proventus European ABS CDO PUBLIC LIMITED COMPANY a public...

Page 1: FOR IMMEDIATE RELEASE · 9/16/2013  · Proventus European ABS CDO PUBLIC LIMITED COMPANY a public limited company incorporated in Ireland with company registration number 426690

FOR IMMEDIATE RELEASE

CREDIT EVENT NOTICE AND NOTICE OF PUBLICLY AVAILABLE INFORMATION

To: The Irish Stock Exchange

28 Anglesea Street

Dublin 2

Ireland

Attn: Regulatory Information Services

16`h September 2013

Proventus European ABS CDO PUBLIC LIMITED COMPANY

a public limited company incorporated in Ireland

with company registration number 426690

(the "Issuer")

NOTICE

to the holders of the outstanding

€12,000,000 Class A Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283671716)

€28,000,000 Class B Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283673415)

€20,000,000 Class C Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283674223)

€25,000,000 Class D Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283674819)

€20,000,000 Class E Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283675626)

€10,000,000 Class F Secured Floating Rate Credit-Linked Notes due 2102 (ISIN: XS0283676434)

(collectively referred to as the "Notes")

The Issuer is a public limited company, incorporated and domiciled in Ireland. The Issuer was formedfor the purpose of participating in a synthetic credit default swap transaction (the "Transaction")arranged by Merrill Lynch International (the "Arranger") and Mizuho International Plc (together the"Joint Lead Managers" and each a "Joint Lead Manager"). Pursuant to the terms of the Transaction,the Issuer raised funds from the issuance of the Notes, which are listed on the Irish Stock Exchangeand issued to sophisticated investors (the "Noteholders"). The total principal amount of Notes raisedwas €115,000,000. The Notes are subordinated in payment of principal and interest to each other inenforcement order of priority. The Notes are due to mature in 2102.

The Issuer deposited €75,000,000 of the proceeds of the Notes with Mizuho Corporate Bank ascollateral (the "Collateral") and the remaining proceeds of €40,000,000 was used to purchase BondCollateral. The Issuer then entered into a credit default swap arrangement (the "Swap") with MizuhoCorporate Bank (the "Swap Counterparty") pursuant to the terms of which the Issuer, in return for afee, took on the credit and market risk of a reference portfolio (the "Reference Obligations").

Pursuant to the Swap the Swap Counterparty purchased credit protection from the Issuer in relation tosuch Reference Obligations, which are constituted of various asset backed securities. The principalamount of protection purchased in respect of a Reference Obligation is equal to the "ReferenceObligation Principal Amount" of such Reference Obligation. The maximum settlement exposure is thenominal value of the Notes.

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Capitalised terms not otherwise defined in this notice have the meaning given to them in the OfferingCircular of the issuer dated 15 March 2007.

The Issuer hereby gives notice that it received a Credit Event Notice and Notice of Publicly AvailableInformation with respect to the Alburn Real Estate Capital Limited Class B (ISIN: XS0285751904)Reference Obligation with an Event Determination Date of 9 September 2013.

A copy of the Credit Event Notice and Notice of Publicly Available Information is attached.

For further information please do not hesitate to contact Bedell Trust Ireland being the Issuer'sCorporate Service Provider at +353-1-633-6030.

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Mizuho Bank, Ltd.

Bracken HouseOne Friday StreetLondon EC4M 9JATel 020 7012 4000Fax 020 7012 4500Telex 894010Swift MHCBG62L

BY E-MAIL AND BY HAND

To:

Proventus EuropeanABS CDO p.l.c.

25 Eden Quay, Dublin 1

Ireland

Attn: The Directors

CC:

European CDO Surveillance

Standard and Poor's Rating Services

20 Canada Square

Canary Wharf, London

X14 SLID, LTK

Attn: Nina Babhania

Structured Credit

Fitch Ratings

30 North Colonnade

London

E14 SGN, UK

Attn: Vincent Scalvenzi

09 September 2013

Dear Sir or Madam,

~1Z~I)IT EVENT NOTICE AND NOTICE OF PUBLICLY AVAILABLE INFORMATION

1. i~Ve refer ~o tie Credit Derivative Transaction between Proventus European ABS CDO p.l.c., as

Seller, and Mizuho Bank, Ltd. (formerly Mizuho Corporate Bank, Ltd.), acting through its

London Branch, as Buyer, having a Trade Date of 2 March 2007 (the "Transaction"), forming a

Authorised and regulated by the Financial Services Agency of Japan. Authorised by the Prudential Regulation Authority. Subject toregulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about theextent of our regulation by the Prudential Regulation Authority are available from us.

One M IZUHOIncorporated in Japan with limited liability. Head Office address: I-33, Marunouchi, Chiyoda-ku, Tokyo I00-8210. Registered as a limited company at TokyoLegal Affairs Bureau with number 0199-01-008845 Building the future with you

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part of, and subject to, the ISDA Master Agreement dated as of 2 March, 2007 between the

parties, as amended and supplemented from time to time (the "Agreement"), and its

confirmation dated 2 March 2007 (the "Confirmation")

Capitalised terms used and not otherwise defined in this letter shall have the meanings given to

them in the Confirmation as applicable.

2. This letter is our Credit Event Notice to you that a Rating Downgrade Credit Event has occurred

with respect to Alburn Real Estate Capital Limited Class B (ISIN: XS0285751904, Asset

Number 243 of the Reference Portfolio) (the "Reference Obligation"), during the Notice

Delivery Period.

3. This letter also comprises our Notice of Publicly Available Information with respect to this

Credit Event. Accordingly, we provide the Publicly Available Information attached hereto.

4. On 07 March 2013, Fitch announced that the rating of the Reference Obligation has been

downgraded to C.

5. On 30 July 2013, S&P announced that the rating of the Reference Obligation has been

downgraded to CC.

6, Accordingly, we confirm that a Rating Downgrade Credit Event has occurred with respect to the

Reference Obligation in accordance with sub-section (d) of the definition of "Rating

Downgrade" in Section 3 of the Confirmation.

7. Nothing in this letter shall be construed as a waiver of any rights or remedies we may have with

respect to the Transaction.

8. This Credit Event Notice is governed by English law.

9. Please acknowledge receipt of the Credit Event Notice by signing and returning the enclosed

copy of this letter to the above address.

Fours

for and on behalf of

One MIZUHOBuilding the future with you

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MIZUHO BANK, LTD., acting through its London Branch

as buyer

We hereby acknowledge receipt of this Credit Event Notice and the corresponding Notices of

Publicly Available Information.

SIGNED by

for and on behalf of

Proventus European ABS CDO p.l.c.

as Seller

One MIZUHOBuilding the future with you

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FII 1~'itch :UOwngrades Alburn Real Estate Capital Limii:ed

Mar 7 2013 14:18:56

F:"TCH llOWNCRADES ALBURN REAL ESTATE CAPITAL LIMITED

Fitch Ratings-London-07 March 2013: Fitch Ratings has downgraded Alburn Real

Estate Capital Limited's class A, B and C notes and affirmed the class D and E

notes (all due in October 2016) as follows:

GB50.8m Class A (XS0285749833) downgraded to 'Csf' from 'CCCsf'; Recovery

Estimate RE25~

UAP19.8m Class B (XS0285751904) downgraded to 'Csf' from 'CCsf'; REO~

GBP18.5m Class C (XS0285753272) downgraded to 'Csf' from 'CCsf'; REO~

GBP18.5m Class D (XS0265753942) affirmed at 'Csf'; REO~

GBP5.4m Class E (XS0285755053) affirmed at 'Csf'; REO~

KEY RA'P7NG DRIVEkS

The downgrade of the senior notes reflects the insufficient residual collateral

value in the transaction to repay the class A notes in full by their maturity in

October 2016. Fitch estimates that 25~ of the senior tranche's current balance

will be ultimately recovered, whereas all mezzanine and junior tranches will be

written of£ without any further principal payments.

Asset sales commenced in July 2012, more than a year after the loan defaulted

due to an uncured ~.nterest coverage ratio and loan-to-value ratio covenant

breaches. Enforcement had been delayed by the actions of the junior lender which

exercised its right to nominate a special servicer (although the non-securitised

junior piece could realistically not expect any principal recoveries). A

noteholder vote against the lender's plans and a dismissed court case ended the

interference.

Since then, nine individual assets have been sold piecemeal as well as 29

marketed in bulk and known as the Ruby Portfolio. As five of the Ruby assets (on

long leasehold) still await consent from the respective landlords, 33 sales have

been completed to date for GBP80.4m. The respective assets were valued at

GBP93.6m in April 2012. The individual sales typically achieved prices close

to/in excess of the valuation while the Ruby portfolio was sold fox

approximately 20~ less than its 2012 value due to the declining weighted average

pease length and occupancy level.

After deducting sales costs and senior expenses (including swap breakage), net

proceeds of GBP70.6m were allocated towards the redemption of the class A notes.

The resulting advance rate of the senior notes stands at approximately 200$, and

will increase further once the landlords authorise the remaining five Ruby sales

(below 2012 value). Of the then remaining eight assets, three are not

income-producing; and a large portion of in-place portfolio rent is scheduled to

expire in 2013. Fitch incorporated these characteristics in its recovery

projections.

RA'TTNG SENSITIVITIES

As Fitch already expects an ultimate default of all note tranches, the asset

disposal timing will not further affect the ratings, but could result in a

different recovery rate from Fitch's projection of 25~ for the class A notes.

Contact:

Copyright (c) 2013

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FIT Fitch Downgrades Alburn Real Estate Capital Limited

Mar 7 2013 14:18:56

Lead Surveillance Analyst

Mario Schmidt

Associate Director

+44 20 3530 1042

Fitch Ratings Limited

30 Nor.~h Colonnade

London E14 5GN

Secondary Analyst

Emmanuel Baah

Director

+44 20 3530 1025

Committee Chairperson

Alessandro Pighi

Senior Director

+44 20 3530 1158

Media Relations: Mark Morley, London, Tel; +44 203 530 1526, Email:

[email protected]; Sandro Scenga, New Xork, Tel: +1 212-908-0278,

Email; sandro.scengat~fitchratings.com.

Additional information is available on www.fitchratings.com. The ratings above

were solicited by, or on behalf of, the issuer, and therefore, Fitch has been

compensated for the provision of the ratings.

The sources of information used to assess these ratings were the issuer,

servicer, and periodic payment reports,

Applicable criteria, 'Global Structured Finance Rating Criteria', dated 6 June

2012; 'EMEA CMBS Rating Criteria' dated 4 April 2012; 'Counterparty Criteria for

Structured Finance Transactions', dated 30 May 2012 and 'Counterparty Criteria

for Structured Finance Transactions: Derivative Addendum', dated 30 May 2012,

are available at www.fitchratings.com.

Applicable Criteria and Related Research

Ulobal Structured Finance Rating Criteria

http://www.fitchratings.comjcreditdesk/reports/report_frame.efm?rpt_id=679923

EMEA CMBS Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=669670

Counterparty Criteria for Structured Finance Transactions

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=678938

Copyright Cc) 2013

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FII Fitch Downgrades Alburn Rea].. Estate Capital Limited

Mar 7 2013 14:18:56

Counterparty Criteria for Structured Finance Transactions: Derivative Addendum

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=678939

ALL FITCT-I CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.

PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:

HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING

DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S

PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND

METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF

CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE

AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF

CONDUCT' SECTION OF THIS SITE.

Provider ID: 00651326

-0- Mar/07/2013 14:18 GMT

Copyright (c) 2013

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SPC X-S&P Lowers Rtgs In U.K.Jul 30 2013 16:16:37

OVERVIEW

1 of 4

CMBS Deal Alburn Real Estate Capital

-- We believe that principal losses are highly likely on all classes of

notes,-- We have therefore lowered to 'CC (sf)' from 'CCC- (sf)' our ratings on

the class A to E notes.-- Alburn Real Estate Capital is a secured loan CMBS transaction, backed

by one loan secured on U.K. commercial properties.

LONDON (Standard & Poor's) July 30, 2013--Standard & Poor's Ratings Services

today lowered to 'CC (sf)' from 'CCC- (sf)' its credit ratings on Alburn Real

Estate Capital Ltd.'s class A to E notes.

Today's rating actions reflect our view that the principal recovery proceeds

from the four remaining properties will be insufficient to fully repay the

outstanding loan. The loan has breached the covenanted loan-to-value (LTV)

ratios since April 2011. The senior LTV radio is 733.8$ and the whole-loan LTV

ratio is 816.2, compared with covenants of 115 and 125, respectively.

Proceeds from the sale of properties securing the loan have been applied to

the class A notes since May 2011. It is likely that the four remaining

properties will be sold before the loan's maturity in October 2013. If this

occurs, the transaction will incur swap break costs, ranking senior to the

payments due to the noteholders in the priority of payments.

We have lowered to 'CC (sf)' from 'CCC- (sf)' our ratings on the class A to E

notes to reflect our view that it is highly likely that the proceeds from the

sale of the four remaining properties will be insufficient to fully repay

these notes.

Alburn Real Estate Capital is a secured loan commercial mortgage-backed

securities (CMBS) transaction, backed by one loan secured on U.K. commercial

properties.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating

relating to an property-backed security as defined in the Rule, to include a

description of the representations, warranties and enforcement mechanisms

available to investors and a description of how they differ from the

representations, warranties and enforcement mechanisms in issuances of similar

securities. The Rule applies to in-scope securities initially rated (including

preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report included in this

credit rating report is available at"http://standardandpoorsdisclosure-17g7.com".

RELATED CRITERIA AND RESEARCH

Related Criteria

-- Counterparty Risk Framework Methodology And Assumptions, June 25, 2013

-- European CMBS Methodology And Assumptions, Nov. 7, 2012

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SPC X-S&P Lowers Rtgs In U.K. CMBS Deal Alburn Keal Estate Capital

Jul 30 2013 36:16:37

-- Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings, Oct.

1, 2012-- CMBS Global Property Evaluation Methodology, Sept. 5, 2012

-- Criteria Methodology Applied To Fees, Expenses, And Indemnifications,

July 12, 2012-- Principles Of Credit Ratings, Feb. 16, 2011

-- Methodology: Credit Stability Criteria, May 3, 2010

-- Understanding Standard & Poor's Rating Definitions, June 3, 2009

-- European Legal Criteria For Structured Finance Transactions, Aug. 28,

2008-- Weighing Country Risk In Our Criteria For Asset-Backed Securities,

April 11, 2006-- Technical Challenges In European CMBS Structures, Feb. 16, 2006

-- European CMBS Loan Level Guidelines, Sept. 1, 2004

Related Research

-- Standard & Poor's Ratings Definitions, June 17, 2013

-- Methodology And Assumptions: Advance Notice Of Proposed Criteria

Change: Ratings Above The Sovereign--Structured Finance, April 12, 2013

-- Application Of Property Evaluation Methodology In European CMBS

Transactions, Nov. 7, 2012-- European Structured Finance Scenario And Sensitivity Analysis: The

Effects Of The Top Five Macroeconomic Factors, March 14, 2012

-- Global Structured Finance Scenario And Sensitivity Analysis: The

Effects Of The Top Five Macroeconomic Factors, Nov. 4, 2011

-- European CMBS Monthly Bulletin, published monthly

Surveillance Credit Analyst: Carla N Powell, London (44) 20-7176-3982;

[email protected]

Secondary Contact: Robert W Leach, London (44) 20-7176-3652;

[email protected]

Additional Contact: Structured Finance Europe;

[email protected]

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SPC X-S&P Lowers Rtgs In U.K. CMBS Deal Alburn Real Estate Capital

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SPG X-S&P Lowers Rtgs In U.K. CMBS Deal Alburn Real Estate Capital

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