Patrimonio Uno CMBS S.R.L

OFFERING CIRCULAR DATED 28 JUNE 2006 Pursuant to Article 2, paragraph 3 of Italian Law No. 130 of 30 April 1999 and to Art. 8 of the Luxembourg law of 10 July, 2005, implementing the Prospectus Directive 2003/71/EC Patrimonio Uno CMBS S.r.l. (incorporated with limited liability under the laws of the Republic of Italy) € 115,050,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2021 € 110,050,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2021 € 70,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2021 € 30,550,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2021 € 39,500,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2021 € 32,678,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2021 with Class X Detachable Coupons This Offering Circular (the “Offering Circular”) constitutes a prospectus under Art. 8 of the Luxembourg law of 10 July, 2005, implementing the Prospectus Directive 2003/71/EC. Application has been made to the Luxembourg Stock Exchange (the “Luxembourg Stock Exchange“) for the admission to listing of the € 115,050,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class A Notes”), the € 110,050,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class B Notes”), the € 70,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class C Notes”), the € 30,550,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class D Notes”), the € 39,500,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class E Notes”), the € 32,678,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class F Notes“ and, together with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes the “Notes”) to be issued by Patrimonio Uno CMBS S.r.l., a limited liability company organised under the laws of the Republic of Italy (the “Issuer“). The Notes are expected to be issued on 28 June 2006 (the “Issue Date”). In addition, the Class A Notes will have a second right to receive interest, which shall be the Class X1 Detachable Coupons and the Class X2 Detachable Coupons (together, the “Class X Detachable Coupons”), which will be detached from the Class A Notes on the Issue Date. The Class X Detachable Coupons will not be offered or sold pursuant to this Offering Circular. This document is issued pursuant to Article 2, paragraph 3, of Italian Law No. 130 of 30 April 1999, as amended from time to time (the “Securitisation Law) and constitutes a prospetto informativo for all of the Notes in accordance with the Securitisation Law. This Offering Circular constitutes a prospectus under Art. 8 of Luxembourg law of 10 July, 2005, implementing the Prospectus Directive 2003/71/EC. The Notes will have the following characteristics: Notes Initial Principal Rate of Interest Step-up Margin Issue Price Expected Rating on Issue Final Amount Maturity Date Fitch S&P (1) Class A € 115,050,000 Six-Month EURIBOR 0.34 per cent. 100 per cent. AAA AAA 31 December plus 0.17 per cent. 2021 Class B € 110,050,000 Six-Month EURIBOR 0.62 per cent. 100 per cent. AA AA 31 December plus 0.31 per cent. 2021 (2) Class C € 70,000,000 Six-Month EURIBOR 0.80 per cent. 100 per cent. AARWN AA 31 December plus 0.40 per cent. 2021 (2) Class D € 30,550,000 Six-Month EURIBOR 0.90 per cent. 100 per cent. AARWN AA- 31 December plus 0.45 per cent. 2021 Class E € 39,500,000 Six-Month EURIBOR 0.96 per cent. 100 per cent. A+ A+ 31 December plus 0.48 per cent. 2021 Class F € 32,678,000 Six-Month EURIBOR 1.00 per cent. 100 per cent. A A 31 December plus 0.50 per cent. 2021 (1) The Class A Notes will have a second right to receive interest, which shall be the Class X Detachable Coupons. The Class X Detachable Coupons shall be detached from the Class A Notes pursuant to the Subscription Agreement (as defined below). The Class X Detachable Coupons are expected, on issue, to be rated AAA by Fitch and AAA by S&P. (2) The Class C Notes and the Class D Notes are under “Rating Watch Negative” by Fitch. The principal source for payments of interest and principal on the Notes and the Class X Detachable Coupons will be the collections and recoveries received in respect of monetary claims and related rights under (i) a € 341,709,600 long-term facility agreement (the “Term A Facility Agreement”) dated 30 December 2005 between Patrimonio Uno, a closed end real estate fund (“Patrimonio Uno”, the “Fund“, the “Borrower or the “Lessor”), acting through BNL Fondi Immobiliarie SGR p.A. (the “Management Company“), Banca Intesa S.p.A. (“Intesa “), Banca Nazionale del Lavoro S.p.A. (“BNL”), and Morgan Stanley Bank International Limited, Milan Branch (“MS Bank” and, together with Intesa and BNL, the “Transferors“ or the “Term Lenders”) and Intesa, as agent (the “Pre- securitisation Agent”), and (ii) a € 56,118,925 long-term facility agreement dated 30 December 2005 (the “Term B Facility Agreement” and, together with the Term A Facility Agreement, the “Term Facility Agreements”) between Patrimonio Uno, acting through the Management Company, each of the Term Lenders and the Pre-securitisation Agent, and (iii) documentation related to the Term Facility Agreements (the “Claims”). The Claims have been transferred from the Term Lenders to the Issuer pursuant to the terms of a transfer agreement dated 22 June 2006 (the “Transfer Agreement”). See “The Principal Loan Documents – The Facility Agreements” and “The Principal Securitisation Documents - The Transfer Agreement”. Interest on the Notes and the Class X Detachable Coupons will accrue by reference to successive interest periods from and including the Issue Date to 31 December 2006 and thereafter semi-annually from 30th June to 31st December in each year (each an “Interest Period”). Interest on the Notes and the Class X Detachable Coupons will be payable in arrear in euro on 2 January 2007 and thereafter semi-annually on 30th June and 31st December in each year (or, if such day is not a Business Day, as defined in the terms and conditions of the Notes (each a “Condition” and together the “Conditions”), on the immediately following Business Day) (each such date, a “Payment Date”). The rate of interest applicable to the Notes for each Interest Period shall be the rate offered in the euro-zone inter- bank market (“EURIBOR”) for six month euro deposits (as determined by the Principal Paying Agent in accordance with the Conditions) plus the relevant margin set forth in the table above under “Rate of Interest” up to and excluding the Payment Date falling in December 2012 (such Payment Date, the “Step-up Date”) and, thereafter, the relevant Step-up Margin as set forth in the table above. The rate of interest applicable to the Class X Detachable Coupons is determined as provided for in the Conditions. The Notes will be subject to mandatory redemption, in whole or in part, starting from, and including, the Payment Date falling in December 2007 pursuant to Condition 6(b). The principal amount redeemable in respect of each Note will be calculated in accordance with Condition 6. In certain other circumstances, the Notes may be redeemed in whole (but not in part) at the option of the Issuer on any Payment Date in accordance with the provisions set out in Condition 6, letters (c) and (d) (see “Transaction Summary – The Notes”). Unless previously redeemed, the Notes will mature on the Payment Date falling in December 2021 (the “Final Maturity Date”). All Notes, immediately following the Payment Date falling in December 2030 (the “Cancellation Date”), will be finally and definitively cancelled. The Class A Notes are expected, on issue, to be rated AAA by Fitch Ratings Ltd. (“Fitch”) and AAA by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies Inc. (“S&P“, and, together with Fitch, the “Rating Agencies”). The Class B Notes are expected, on issue, to be rated AA by Fitch and AA by S&P. The Class C Notes are expected, on issue, to be rated AARWN by Fitch and AA by S&P. The Class D Notes are expected, on issue, to be rated AARWN by Fitch and AA- by S&P. The Class E Notes are expected, on issue, to be rated A+ by Fitch and A+ by S&P. The Class F Notes are expected, on issue, to be rated A by Fitch and A by S&P. The Class X Detachable Coupons are expected, on issue, to be rated AAA by Fitch and AAA by S&P. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant Rating Agency. Interest payments to certain Noteholders (as defined in the Conditions) may in certain circumstances be subject to a 12.5 per cent. substitute tax pursuant to Legislative Decree No. 239 of 1 April 1996, as amended (the “Law 239 Deduction”, see “Taxation”). If any withholding or deduction for or on account of tax, including substitute tax, is applicable to any payments under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) in respect thereof to any holder of Notes of any class by way of compensation therefore or otherwise.

Load more