MOODY'S ASSIGNED Aaa RATINGS TO CAPITAMALL TRUST CMBS DEAL
US$72.1 Million and S$52.0 Million Asset-Backed Securities Rated.
Hong Kong, June 26, 2003 -- Moody's has assigned the rating of Aaa to the Series 018 floating rate
notes (the Series 018 notes) and the multi-series revolving facility
(the facility) issued by the secured medium-term notes program
(the MTN program) of Silver Maple Investment Corporation Ltd (the issuer).
The complete rating action is as follows:
Issuer: Silver Maple Investment Corporation Ltd
US$72,100,000 Series 018 floating rate notes due 2011,
rated Aaa
S$52,000,000 multi-series revolving facility
of the MTN program due 2011, rated Aaa
The ratings assigned to the Series 018 notes and the facility address
the timely payments of interest and the ultimate repayment of principal
at par by the legal maturity date in December 2011.
Moody's considered the following factors when assigning the ratings:
1. Moody's assessment of the value and quality of underlying properties;
2. the overall Moody's LTV of 37.65% and DSCR of
2.12X based on Moody's assumed loan constant;
3. the cross currency swap to mitigate the currency mismatch associated
with the US$-denominated Series 018 notes and the corresponding
S$-denominated credit facility;
4. the restrictions on the borrower's activities as a Real Estate
Investment Trust in Singapore;
5. the experience of CapitaMall Trust Management Limited as the
manager; and
6. the legal and structural integrity of this transaction.
Moody's ratings address only the credit risks associated with the transaction.
Other non-credit risks, such as those associated with the
timing of principal prepayments and the payment of prepayment penalties,
have not been addressed and may have a significant impact on the yield
to investors.
TRANSACTION SUMMARY
The issuer of the MTN program, Silver Maple Investment Corporation
Ltd, has entered into a credit facility agreement with CapitaMall
Trust (CMT, the borrower, formerly known as SingMall Property
Trust), under which the issuer committed to issue notes to finance
CMT's acquisitions of commercial properties in Singapore and to fund CMT's
routine capital expenditures and day to day working capital requirements.
Each series of notes issued out of the MTN program matches the term of
each credit facility advanced to the borrower. In addition to the
notes issued and currently outstanding, the issuer may also,
from time to time, issue fixed rate and floating rate notes with
an aggregate outstanding principal amount of not more S$52 million
under the facility of the MTN program.
The credit facilities advanced by the issuer were supported by mortgages
over the properties. The issuer also benefits from the assignment
to the credit facility trustee of the borrower's right, title and
interest in [1] the tenancy agreements, [2] the management
agreements, [3] the insurance policies, [4] the
insurance proceeds, and [5] rental collection accounts.
A first floating charge is also placed on certain other assets of the
borrower.
As security for the notes, the issuer - in turn -
granted the note trustee a debenture, which created a fixed and
floating charge over the issuer's assets and its interests, rights
and other benefits, under the transaction documents related to the
credit facilities for the benefit of the noteholders and other secured
parties.
As of June 5, 2003, the borrower owned 3 commercial properties
in Singapore - Junction 8 Shopping Center, Tampines Mall,
and Funan The IT Mall - with an aggregated appraisal value of S$935
million as of January 31, 2003. The acquisition of these
existing properties was partially financed by an S$172 million
fixed rate term loan advanced by the issuer in February 2002. At
the same time, the borrower's working capital needs were supported
by a S$50 million credit facility from the issuer, of which
S$28 million has to date been drawn down.
The issuer funded both of the above drawdown by issuing the S$172
million Series 001 fixed rate notes (the Series 001 notes) and S$28
million Series 002 fixed rate notes from the facility (the Series 002
notes) on February 26, 2002. The Series 001 notes are currently
outstanding, but the Series 002 notes have been rolled over with
15 additional series. The current outstanding drawdown under the
existing S$50 million facility remains at S$28 million.
The borrower intends to purchase the IMM Building, which had an
appraisal value of S$280 million as of February 1, 2003.
In order to partially finance this acquisition with a S$125 million
tranche B term loan, the issuer needs to issue the US$72.1
million Series 018 notes. The issuer entered into a cross-currency
swap to mitigate the risk of a currency mismatch between the S$-denominated
tranche B term loan and the corresponding US$-denominated
Series 018 notes.
The issuer also increased the size of the facility to S$52 million
from S$50 million. Since the borrower's capital expenditure
and working capital needs may fluctuate over time, the issuer may
need to issue multiple series short-term notes of various amounts
from the facility. Moody's Aaa rating for the facility is only
applicable to an aggregate outstanding principal amount of up to S$52
million.
The Series 018 notes and the facility were issued pari passu with the
outstanding Series 001 notes.
The legal final maturity dates of the Series 001 notes and Series 018
notes are one and half years beyond the corresponding term loan's expected
maturity date. The tail period for the short-term notes
- to be issued from the facility - cannot be less than one
and half years. In the event the borrower defaults under any credit
facility, the issuer will have an enforcement period to liquidate
the properties to pay down the notes. Given Singapore's limited
supply of retail properties and its lender-friendly environment,
the length of the tail period is deemed as adequate for the realization
of the values of the properties.
A more detailed analysis of the transaction will soon be available at
Moody's web site in the New Issue Reports section: http://
www.moodys.com.
THE COMPANIES
Silver Maple Investment Corporation Ltd (the issuer) is a special purpose
company incorporated with limited liability under the laws of Singapore.
The shares of the issuer are held on behalf of a charitable trust.
The borrower, CMT, is Singapore's first listed real estate
investment trust (REIT). It was established pursuant to a trust
deed in 2002 and regulated by the Companies Act and the MAS Guidelines
for Property Trusts - issued by the Monetary Authority of Singapore
in 1999. Launched in 2002, this vehicle invests in income-producing
commercial properties in Singapore and has shopping centers as a predominant
focus.
CapitaMall Trust Management Limited (formerly known as SingMall Property
Trust Management Limited), the manager of CMT, was incorporated
in Singapore on September 19, 2001. It is an indirect wholly-owned
subsidiary of CapitaLand Limited, one of largest listed real estate
companies in Southeast Asia.
Moody's Investors Service is a publisher of rating opinions and research.
It is not involved in the offering or sale of any securities, nor
is it acting on behalf of the offering party. This release is not
a solicitation or a recommendation to buy, hold or sell securities.
Hong Kong
Michael M. Ye
Managing Director
Structured Finance Group
Moody's Asia Pacific Ltd.
Telephone: 852-2509-0200
Facsimile: 852-2509-0165
Hong Kong
LI Ma
Asst Vice President - Analyst
Structured Finance Group
Moody's Asia Pacific Ltd.
Telephone: 852-2509-0200
Facsimile: 852-2509-0165