GRAND German Residential Asset Note Distributor P.L.C. Preliminary Transaction Snapshot 25 May 2011 1 |
Disclaimer Capita Asset Services (Ireland) Limited and Capita Asset Services (UK) Limited (jointly, “Capita”), as servicer to German Residential Asset Note Distributor P.L.C. (“GRAND”) is, with the assistance of their financial adviser, Brookland Partners LLP (“Brookland”) and legal adviser, Paul Hastings, Janofsky & Walker (Europe) LLP (together with Capita and Brookland, “We” or “Us”), providing the information contained in this presentation (the “Information”) to you for information purposes only and without representation or warranty, express or implied, by us as to its accuracy or completeness and without any responsibility on our part to revise or update the Information. As a condition for providing this information, we make no representation and shall have no liability in any way arising there from to you or any other entity (for any loss or damage, direct or indirect, arising from the use of this Information). This presentation does not constitute an offer or invitation for the sale or purchase of securities or debt or any of the businesses or assets described in it. No Information shall form the basis of any contract. Except as specifically mentioned in this presentation, the Information derives and has been compiled from information and documents publicly available and does not reflect a detailed analysis of the documents relating to GRAND nor does it express any opinion on the interpretation of such documents. While the Information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no liability (without prejudice to liability for fraud), responsibility or obligation (whether in contract, tort or otherwise) is or will be accepted by us or by any of our respective directors, officers, employees or agents in relation to the accuracy or completeness of the Information or in such written or oral information provided in connection therewith or any data that either generates, made available to any interested party or its advisers and any such liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of (i) any future projections, management targets, estimates, prospects or returns contained in this presentation or in such other written or oral information; or (ii) structures, timings, outcomes and/or related matters contained in this presentation, if any. The Information contained in this presentation has been delivered to interested parties for information purposes only and on the express understanding that it shall be used only for the purpose set out above. Accordingly, we neither accept any responsibility of any kind nor owe any duty of care for the consequences of any person acting or refraining to act in reliance on the information contained in this presentation or any part thereof or for any decisions made or not made which are based on this presentation or any part thereof. All features in the Information are current at the time of publication but may be subject to change in the future. Except where otherwise indicated herein, the Information provided herein is based on matters as they exist, or information publicly available, as of the date of preparation and not as of any future date. We give no undertaking to provide the recipient with access to any additional information or to update the Information or any additional information, or to correct any inaccuracies in it which may become apparent. The views herein are subject to change without notice. In considering any performance data contained herein, each interested party should bear in mind that past performance is not indicative of future results, and there can be no assurance that the activities undertaken on behalf of such interested party will achieve comparable results. In addition, there can be no assurance that unrealised investments will be realised at the valuations shown as actual realised returns will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based. Nothing contained herein should be deemed to be a prediction or projection of future performance of future activities undertaken on behalf of interested parties. Certain parts and section of the Information constitutes “forward -looking statements” which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “target”, “project”, “estimate”, “intend”, “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of future activities undertaken on behalf of prospective GRAND investors, clients or partners may differ materially from those reflected or contemplated in such forward-looking statements. Nothing contained herein should be construed as legal, investment, accounting or tax advice. Each prospective investor, client or partner should consult its own attorney, business or investment adviser, accounting adviser and tax adviser as to legal, business, accounting, tax and related matters concerning the information contained herein. Prospective investors, clients or partners should make their own analysis and decisions of the information contained herein, independently and without reliance on the Information or on us and based upon such investigation, analysis and evaluations, as they deem appropriate. Brookland Partners LLP is an Appointed Representative of Beaufort International Associates Limited which is authorised and regulated by the Financial Services Authority. The firm is a limited liability partnership incorporated in England and Wales with registration number OC345158. 2 |
Contents I. Background and Recent Developments II. German Multifamily Financing Update III. Transaction Summary IV. Documentation Issues APPENDIX A. Structure Diagram B. Current Portfolio Distribution C. German Multifamily Real Estate Market Update 3 |
Background and Recent Developments 4 |
Background and Recent Developments Background and Recent Developments German Residential Asset Note Distributor P.L.C. (“GRAND” or the “Issuer”) is a € 5,815m (1) securitisation originally secured by over 180,000 (2) multifamily units owned by Deutsche Annington Immobilien GmbH (“DAIG” or the “Sponsor”) and its subsidiaries located across Germany (the “Transaction”) The proceeds of the note issuance were used by the Issuer (“CMBS Notes”) to subscribe to real estate funding notes (“REF Notes”) that were issued by 31 borrowers (3) (each a “REF Note Issuer”) . The REF Notes are due to mature in July 2013 and the CMBS Notes are due to mature in July 2016 Capita Asset Services (Ireland) Limited and Capita Asset Services (UK) Limited (“Capita”) are the servicer of the REF Notes on behalf of the Issuer (the “Servicer”) At the request of the Servicer, a meeting took place between the Servicer and the Sponsor’s financial adviser, Blackstone, on 21 April 2011 to commence an initial dialogue regarding the upcoming maturity of the REF Notes and any specific proposals that are likely to emerge from the Sponsor DAIG confirmed the appointment of Blackstone in an RIS notice dated 26 April 2011. In addition, Allen & Overy have been working with Blackstone as legal advisers The Servicer understands that DAIG and its advisers have had discussions with a number of noteholders directly. A number of noteholders subsequently approached the Servicer to raise concerns about the lack of clarity and potential conflicts in relation to the process being undertaken by the Sponsor and its advisers to date. The Servicer further understands that certain noteholders have become aware of certain issues in relation to the original underlying documentation (1) Excluding € 133m Class C Treasury Notes as per the supplemental prospectus dated 18 October 2006 (2) The portfolio as of 31 March 2006 as per the supplemental prospectus dated 18 October 2006 (3) As per the supplemental prospectus dated 18 October 2006 Source: GRAND Offering Circular and supplemental prospectus 5 |
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