Presale Report Bruegel 2021 DAC
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Presale Report Bruegel 2021 DAC DBRS Morningstar Issuer’s Liabilities and Ratings June 2021 Debt Note Balance Subordination Accumulative DBRS Rating Trend Rating Names (EUR) (%) NTV (%) Morningstar Action Action Rating Date Contents Class A 138,500,000 36.6 36.0 AAA (sf) New – Stable 4 June 1 Issuer’s Liabilities and Ratings Provisional 2021 1 Transaction Overview Class X1 [*] n/a N/A NR N/A N/A N/A 3 Rating Considerations Certificates 5 Portfolio Overview Class X2 [*] n/a N/A NR N/A N/A N/A 14 Sponsorship and Property Management Certificates 14 Third-Party Reports Class B 175,500,000 19.6 45.6 AA (low) (sf) New – Stable 4 June 15 Portfolio Cash Flow and Underwriting Provisional 2021 16 DBRS Morningstar Value Analysis Class C 206,800,000 5.3 53.8 A (low) (sf) New – Stable 4 June 17 Market Information Provisional 2021 18 DBRS Morningstar Sizing per Rating Class D 218,405,000 0.0 56.8s BBB (sf) New – Stable 4 June Category Provisional 2021 18 The Loan Source: DBRS Morningstar. 22 Issuer 34 Surveillance 34 Methodology Transaction Overview Rick Shi DBRS Ratings GmbH (DBRS Morningstar) assigned provisional ratings to Bruegel 2021 DAC (the Assistant Vice President +49 69 8088 3513 Issuer), a EUR 220.15 million securitisation (the transaction) of one Dutch senior commercial real [email protected] estate loan whose main purpose is to refinance the PPF loan securitised in another DBRS Morningstar-rated commercial mortgage-backed security (CMBS) transaction, Kantoor Finance 2018 Sioban Sugrue Assistant Vice President DAC. The senior loan was advanced by Goldman Sachs Bank Europe SE (Goldman Sachs Europe) +44 20 3356 1538 and is secured against nine Dutch assets, eight of which are office buildings and one of which is a [email protected] retail asset. PPF Group N.V. (PPF or the Sponsor) and NL Asset Management B.V. (NL Asset Mirco Iacobucci Management) remain the owner and asset manager of the portfolio, respectively. Senior Vice President Head of European CMBS +44 20 7855 6653 The PPF loan refinanced an existing portfolio of seven office properties, one office/leased hotel, and [email protected] one retail property located across the Netherlands and owned by PPF since 2014. The refinancing loan amount of the portfolio is EUR 220.15 million, which results in a day-one loan-to-value (LTV) of Christian Aufsatz Managing Director 55.7% based on CBRE Valuation & Advisory Services B.V.'s (CBRE) valuation of EUR 395.18 million Head of European Structured Finance as of 31 March 2021. As at March 2021 (the cut-off date), the properties were [93.2]% occupied by +44 20 7855 6664 [108] different tenants. PPF has projected a 2021 net operating income (NOI) of EUR 24.08 million, [email protected] which implies a net initial yield (NIY) of 6.1% and a conservative day-one debt yield (DY) of 10.9%. DBRS Morningstar's net cash flow (NCF) assumption is EUR 18.3 million. As of the cut-off date, the portfolio had been relatively less affected by the Coronavirus Disease (COVID-19) pandemic. The overall 2020 collection rate on the invoiced amounts was 96.5% with most of the assets having fully paid the rent and costs invoiced. However, the Sponsor has negotiated separate relief packages with certain tenants (most importantly with the hotel tenant, Page 2 of 34 Bruegel 2021 DAC | June 2021 Page 2 of 34 Page 2 of 34 Page 2 of 34 B3 B.V., which also received a rent deduction) and with some retail tenants in the portfolio. Page 2 of 34 Nevertheless, the majority of the tenants are paying rent in full on time. Page 2 of 34 The loan carries a floating interest rate equal to three-month Euribor (subject to zero floor) plus a Page 2 of 34 margin of 2.3% and is fully hedged with an interest rate cap strike of 1.5% purchased from HSBC Page 2 of 34 Continental Europe. The expected loan maturity is on 15 August 2024, and the loan amortises by 1.0% per annum (p.a.) in Years 2 to 4 and 2.0% p.a. in Year 5. Instead of a standard liquidity facility, the transaction benefits from a liquidity reserve of EUR [9.75] million, or [4.4]% of the total outstanding balance of the notes and issuer loan. The liquidity reserve will be funded by the issuance of the Class A notes and can be used to cover interest shortfalls on the Class A, Class B, Class C, and Class D notes. According to DBRS Morningstar’s analysis, the commitment amount as at closing will be equivalent to approximately [15] months and [seven] months of coverage for the covered notes based on the interest rate cap strike rate of 1.5% p.a. and the Euribor cap after loan maturity of 5% p.a., respectively. Class D is subject to an available funds cap where the shortfall is attributable to an increase in the weighted-average margin of the notes. The legal final maturity of the notes is in May 2031, five years after the fully extended loan maturity date. DBRS Morningstar believes that this provides sufficient time to enforce the loan collateral and repay the noteholders, given the security structure and jurisdiction of the underlying loan. The transaction includes a Class X diversion trigger event, meaning that if the loan's financial covenants are breached, any interest and prepayment fees due to the Class X noteholders will be paid directly in the Issuer transaction account and credited to the Class X diversion ledger. However, such funds can potentially be used to amortise the notes only following the expected note maturity or the delivery of a note acceleration notice. To maintain compliance with applicable regulatory requirements, Goldman Sachs International (Goldman Sachs) has retained an ongoing material economic interest of not less than 5% of the securitisation via an issuer loan that was advanced by Goldman Sachs Europe. Participants Issuer Bruegel 2021 DAC Originator Goldman Sachs Bank Europe SE Arranger Goldman Sachs International Servicer CBRE Loan Services Limited Special Servicer CBRE Loan Services Limited Note Trustee U.S. Bank Trustees Limited Issuer Account Bank Elavon Financial Services DAC Liquidity Facility Provider via Issuer Liquidity Reserve Hedging Counterparty HSBC Continental Europe Page 3 of 34 Bruegel 2021 DAC | June 2021 Page 3 of 34 Page 3 of 34 Page 3 of 34 Rating Considerations Page 3 of 34 Page 3 of 34 Strengths • The portfolio benefits from a high occupancy of 94.3% with a high weighted-average unexpired Page 3 of 34 lease term to break (WAULTb) of 6.4 years. Noticeably, the Hofplein 19 building, which was fully Page 3 of 34 vacant at the inception of the last loan, has been fully let up following the refurbishment work while the adjacent Hofplein 20 building has also been fully let up in the past three years. As such, the portfolio is expected to remain stable in the coming years. • The historical data showed a continuous performance improvement from 2018 to 2020. This is evidenced by the increases of NOI of 17.1%, or EUR 3.2 million, and occupancy from 87.6% to 94.3%. Such improvement could be related to the high capital expenditure (capex) spending across 2017 and 2018, when Hofplein 19 was completely refurbished. A total capex investment of EUR 25.0 million was spent during 2017 and 2018. • Despite of the coronavirus pandemic, the portfolio registered a high collection rate on the invoiced amount of 96.5%. Separate rent reductions were offered only to retail tenants and B3 B.V., whereas other tenants, including Tower Hotel Rotterdam B.V., were offered a rent deferral. • Seven out of the nine assets, representing approximately 85.2% of the market value (MV), are located in Randstad regions, consisting of key areas around the central-western Netherlands in the four largest Dutch cities: Amsterdam, Rotterdam, The Hague, and Utrecht. • The loan represents relatively moderate leverage financing. Based on the DBRS Morningstar underwritten value of EUR 281.8 million, which is 28.7% below the appraiser’s concluded value, the DBRS Morningstar LTV is 78.1%. Additionally, the senior loan's term debt service coverage ratio (DSCR) based on DBRS Morningstar's NCF of EUR 18.3 million is 3.4 times (x). • The tenant profile is fairly granular and diversified, covering a multitude of sectors, both locally and internationally. Only the largest tenant represents more than 10% of gross rental income (GRI) in the portfolio, while the top 10 tenants provide circa 57.6% of the GRI of the portfolio. • Stable cash flow is assured by the underlying leases, with a WAULTb and WAULTe of 6.4 years and 7.1 years, respectively. Also, more than 2.6% of the rental income is secured by long term credit tenants. • Each asset features an individual release price setting, which ranges from 105% for the weaker assets to 120% for the stronger assets. As such, DBRS Morningstar adjusted its LTV hurdles and gave a one-notch enhancement to its ratings on the Class B and Class C notes. Challenges and Stabilising Factors • The office sector is expected to undergo changes in the pandemic's aftermath as employees likely continue working partially, if not entirely, from home or remote locations. As such, the demand for office spaces is likely to fall. This is mitigated by the long WAULTb and WAULTe of 6.4 years and 7.1 years, respectively. Moreover, the office space in the portfolio generally features good design and amenities, which could help to attract more employees back to office.