DBRS Confirms Rating of Belvedere SPV S.r.l. After Amendment

DBRS Ratings Limited (DBRS) confirmed its rating of the Class A Notes issued by Belvedere SPV S.r.l. (the Issuer) at BBB (low) (sf), following an amendment to the transaction (the Amendment).

The rating of the Class A Notes addresses the timely payment of interest and ultimate payment of principal on or before the legal final maturity date.

The Issuer is a securitisation of non-performing loans serviced by Prelios Credit Servicing S.p.A. and Bayview Italia S.r.l. (the Special Servicers).

A transaction amendment was executed on 28 June 2019 and included the implementation of a ReoCo structure in accordance with the provisions of article 7.1 paragraph 4 of Law 130/1999 as of the closing date.

Under the amendment agreements, Monticelli Immobiliare S.p.A. will operate as the ReoCo. Bayview Global Opportunities Fund S.C.S SICAV-RAIF Sub-Fund 1 (Sub-Fund 1), Bayview Global Opportunities Fund S.C.S. SICAV-RAIF Sub-Fund 2 (Sub-Fund 2) and Bayview Global Opportunities Fund S.C.S. SICAV-RAIF Sub-Fund 3 (Sub-Fund 3) will operate as the ReoCo Quotaholders, and Bayview Italia S.r.l. (BVI) will operate as Property Manager.

Belvedere SPV S.r.l. will grant a mandate to the ReoCo aiming at acquiring, managing, and, within certain limits, developing and refurbishing the properties securing the receivables for their subsequent resale. BVI, in its capacity as Property Manager, will carry out all the technical and operating support, coordination activities and the strategic advisory required to ensure the full operation of the ReoCo.

The payments due to the ReoCo will be: (1) development costs, (2) other ReoCo expenses (together, the “Necessary Means”) and (3) the ReoCo fees (ReoCo Fees and together with the Necessary Means, the ReoCo Costs) will be made by the Issuer only after the full reimbursement of the Class A and the Class B Notes. Therefore, in line with the provision of the transaction documents, the payment of the ReoCo Costs will be made at the item 13 of the Issuer’s pre-enforcement priority of payments. Until the Necessary Means will become payable by the Issuer, and in order for the ReoCo to begin to carry out its activity, the ReoCo will apply for a quotaholder loan for an amount equal to the Necessary Means and pro quota ReoCo fees.

The Issuer will periodically provide the ReoCo with all available information on the properties meeting the following criteria: the relevant receivable is secured by a first-ranking mortgage on the property; and the auction base price or the purchase price of the property is lower than the gross book value of the receivable secured by the property.

The Property Manager will prepare an action plan containing:

(1) The maximum purchase price proposed to be paid for the selected property;
(2) An estimate of costs and expected timing for the completion of the selected property;
(3) Th expected price and expected time for the re-sale of the properties;
(4) An estimate of costs and expenses for the management of the selected properties;
(5) The amount of Necessary Means with a breakdown of the amount necessary to participate in the relevant auction, or, in case of private negotiation, the amount necessary for any upfront payments and other amounts due as well as the amount necessary in case the assumption of debt is not granted by the relevant judge.

In order for the ReoCo to purchase the selected properties, (1) it must consent to the assumption of the mortgage debt, if the ReoCo participates to the relevant auction, or (2) it must grant its consent to the payment of the purchase price of the selected properties subject to private negotiations with debtors and/or third-party owners. In case the judge does not grant the assignment of debt, the Quotaholders will intervene.

The maximum amount of debt assumed by the ReoCo will not be higher than:

(1) EUR 40 million up to and including the June 2020 interest payment date,
(2) EUR 50 million up to and including the December 2020 interest payment date,
(3) EUR 65 million up to and including the June 2021 interest payment date,
(4) EUR 75 million up to and including the December 2021 interest payment date, or
(5) EUR 90 million thereafter.

In respect of each purchased property, the ReoCo will pay the following on the date of resale of the relevant purchased property:

(1) The debt assumptions;
(2) Interests accrued on it pursuant to the deed of assumption; and
(3) An amount equal to difference (if any) between:
a. The resale purchase price of the purchased property increased by the operating income (if any) (the overall income);
b. and the sum of: (a) the debt subject of the assumption increased by interests accrued on it pursuant to the deed of assumption (the overall paid debt), (b) the amount of money already paid to the Issuer as consequence of the deposit made by the ReoCo to participate in the auction of the purchased property (the received auction deposit), and (c) 0.5% of the difference (if any) between the overall income and the overall paid debt plus the received auction deposit to be retained by the ReoCo.

The repayment of the Quotaholders’ loans occur on the payment date immediately after the latter of:

(1) When the Necessary Means and the ReoCo Fees are due and payable in accordance with the applicable order of priority, the payment date on which the Issuer pays the accrued Necessary Means and/or accrued ReoCo Fees to the ReoCo; and
(2) The date falling no earlier than 18 months plus one day from the relevant drawdown date.

Notes:
All figures are in euros unless otherwise noted.

The principal methodology applicable to the rating is: “Rating European Non-Performing Loans Securitisations”.

DBRS has applied the principal methodology consistently and conducted a review of the transaction in accordance with the principal methodology.

DBRS has conducted a review of the transaction legal documents provided in the context of the aforementioned amendment. The other transaction legal documents have remained unchanged since the most recent rating action and as such, a review has not been conducted.

Other methodologies referenced in this transaction are listed at the end of this press release. These may be found on www.dbrs.com at: http://www.dbrs.com/about/methodologies.

For a more detailed discussion of the sovereign risk impact on Structured Finance ratings, please refer to “Appendix C: The Impact of Sovereign Ratings on Other DBRS Credit Ratings” of the “Rating Sovereign Governments” methodology at: http://dbrs.com/research/333487/rating-sovereign-governments.pdf.

The sources of data and information used for the rating include the ReoCo Quotaholders and the Special Servicers.

DBRS did not rely upon third-party due diligence in order to conduct its analysis.

At the time of the initial rating, DBRS was supplied with third-party assessments. However, this did not impact the rating analysis.

DBRS considers the data and information available to it for the purpose of providing this rating to be of satisfactory quality.

DBRS does not audit or independently verify the data or information it receives in connection with the rating process.

This is the first rating action since the Initial Rating Date.

The last rating action on this transaction took place on 21 December 2018, when DBRS assigned the BBB (low) (sf) rating to the Class A Notes.

Information regarding DBRS ratings, including definitions, policies and methodologies is available at www.dbrs.com.

For further information on DBRS historical default rates published by the European Securities and Markets Authority (ESMA) in a central repository, see: http://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml.

Ratings assigned by DBRS Ratings Limited are subject to EU and US regulations only.

Lead Analyst: Alessio Pignataro, Senior Vice President
Rating Committee Chair: Christian Aufsatz, Managing Director
Initial Rating Date: 21 December 2018

DBRS Ratings Limited
20 Fenchurch Street, 31st Floor, London EC3M 3BY United Kingdom
Registered in England and Wales: No. 7139960.

The rating methodologies used in the analysis of this transaction can be found at: http://www.dbrs.com/about/methodologies.

-- Rating European Non-Performing Loans Securitisations
-- Rating European Consumer and Commercial Asset-Backed Securitisations
-- Master European Residential Mortgage-Backed Securities Rating Methodology and Jurisdictional Addenda
-- European CMBS Rating and Surveillance Methodology
-- Operational Risk Assessment for European Structured Finance Servicers
-- Legal Criteria for European Structured Finance Transactions
-- Derivative Criteria for European Structured Finance Transactions
-- Interest Rate Stresses for European Structured Finance Transactions
-- Master European Structured Finance Surveillance Methodology

A description of how DBRS analyses structured finance transactions and how the methodologies are collectively applied can be found at: http://www.dbrs.com/research/278375.

For more information on this credit or on this industry, visit www.dbrs.com or contact us at info@dbrs.com.