Approximately GBP 408 Million of CMBS Affected
Frankfurt am Main, November 07, 2014 -- Moody's Investors Service has downgraded the ratings of the Class A Notes
issued by Titan Europe 2007-1 (NHP) Limited.
Moody's rating action is as follows:
....GBP435.85M(current outstanding
balance of GBP408M) A Notes, Downgraded to Caa1 (sf); previously
on Feb 12, 2013 Downgraded to Ba3 (sf)
Moody's does not rate the Class B, Class C, Class D,
Class E, Class V and the Class X Notes.
RATINGS RATIONALE
Today's downgrade reflects the recent notices relating to the enforcement
of the loan security and the execution of a sale and purchase agreement
(SPA) as well as the uncertainty around the ultimate recovery for the
Class A Notes. The ultimate recovery will depend on the ranking
and the ultimate amount of swap arrears in the transaction. Moody's
notes that a determination that the arrears rank junior will result in
zero losses to the Class A Notes, but significant losses if the
full Issuer level unpaid swap amounts plus potential accruing interest
was to rank senior to the Class A.
Methodology Underlying the Rating Action:
The principal methodology used in this rating was Moody's Approach to
Rating EMEA CMBS Transactions published in December 2013. Please
see the Credit Policy page on www.moodys.com for a copy
of this methodology.
Other factors used in this rating are described in European CMBS:
2014-16 Central Scenarios published in March 2014.
Factors that would lead to an upgrade or downgrade of the rating:
Main factors or circumstances that could lead to a downgrade of the rating
are generally a reduction in the anticipated recovery rate for the Class
A Noteholders, driven by an unsuccessful completion of the borrower
group sale or a determination that the full Issuer level swap arrears
rank ahead of the Class A Notes including some accruing interest thereon.
Main factors or circumstances that could lead to an upgrade of the rating
are generally an increase in the anticipated recovery rate for the Class
A Notes, driven by a determination that the swap arrears rank junior
to the Class A Noteholders.
LOSS AND CASH FLOW ANALYSIS:
As pointed out above, the ultimate loss for Class A can be zero
if the swap arrears rank junior, but the losses can be significant
if the full Issuer level unpaid swap amounts plus potential accruing interest
was to rank senior to the Class A.
MOODY'S PORTFOLIO ANALYSIS
Titan Europe 2007-1 (NHP) Limited represents a true-sale
securitisation of a GBP 610 million Senior A Loan extended to The Libra
Borrower, and secured by a portfolio of initially around 300 care
homes located across the UK. Additionally, a GBP 534 million
Junior B Loan was provided to The Libra Borrower that has not been securitised
in this transaction, but is secured by the same portfolio.
HC-One Limited, a recently formed wholly-owned subsidiary
of the Libra Borrower that was created in 2011 prior to the collapse of
Southern Cross Healthcare, operates the majority of care homes in
the property portfolio. A mix of third party tenants operate the
remaining care homes.
On November 3 and November 5, the Issuer and the Special Servicer
gave notices relating to the enforcement of the loan security and the
execution of a SPA relating to the disposal of the shares in the borrower
group. As a consequence the properties and the operating company
will be sold with a target date of November 12. Out of the gross
sales proceeds of GBP 477.7 million, an estimated GBP 457.6
million is expected to be available to the Issuer in its Collection Account.
Moreover, another GBP 17.4 million are expected to be available
stemming mostly from formerly trapped sales proceeds.
The uncertainty on the ultimate recovery of the Class A notes centers
around the amount payable to the swap counterparty on swap arrears and
the ranking of these payments. First and foremost, the ranking
of the swap arrears is still subject to a discussion between the parties,
and the Cash Manager may seek for court direction with respect to the
ranking of the payments to the Forward Swap Provider. We have assumed
swap arrears to rank senior in our analysis, even though the documentation
is not clear in our view.
A November 5 notice quantified the projected Issuer level unpaid periodic
swap payments to be approximately GBP 133.1 million on the January
2015 IPD. In case the full unpaid periodic swap amount ranks ahead
of the Class A Notes, the total loss of the Class A can amount to
just below 20% of the current outstanding principal. This
takes into account that the existing servicing advance and accrued interest
of GBP 14.9 million will rank ahead of the Class A Notes.
If the unpaid period swap amounts rank junior, the Class A Notes
will likely not experience a principal loss. Consequently --
assuming the sale will be executed as expected per SPA- the ultimate
loss (or non loss) will depend on the outcome of the discussions of the
parties re swap ranking and potentially sizing, or the ultimate
view of the court with this respect.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and sensitivity
analysis, see the sections Methodology Assumptions and Sensitivity
to Assumptions of the disclosure form.
Moody's did not receive or take into account a third-party
assessment on the due diligence performed regarding the underlying assets
or financial instruments related to the monitoring of this transaction
in the past six months.
Moody's describes its loss and cash flow analysis in the section
"Ratings Rationale" of this press release.
Moody's did not use any stress scenario simulations in its analysis.
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Oliver Schmitt
Vice President - Senior Analyst
Structured Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Andrea Daniels
Associate Managing Director
Structured Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Moody's Downgrades the Class A Notes issued by Titan Europe 2007-1 (NHP) Limited