Noteholders to vote on Uni-Invest deal

The future of troubled Dutch property company Uni-Invest will be decided on 17 April, when noteholders who control the company vote on two proposals.

Depending on the outcome, either Valad Europe or Patron Capital with TPG will be managing the portfolio of 220 secondary Dutch industrial and office assets which were securitised in the Opera Finance (Uni-Invest) CMBS.

Special servicer Eurohypo and its adviser Cairn Capital, in consultation with a committee of class A noteholders, have tabled two options: a consensual restructuring with Valad or a credit sale to Patron/TPG.

The class A noteholders now control Uni-Invest, after the CMBS defaulted by reaching legal final maturity last month without repaying.

The credit sale would see the trustee sell the loan – and the charge over the shares in the company which backs the loan to Patron/TPG for €360m, which is the cut-off price of the class A notes.

Patron/TPG would fund the acquisition with equity and by issuing new notes to the class A noteholders, who would effectively be providing stapled finance. In this deal the subordinated class Bs, Cs and Ds would get nothing.

The consensual deal would leave the deal structure in place, offering the class B, C and Ds some hope value. Under a “basic terms modification” the notes would be extended to February 2016 and the class As would be incentivised by boosting their coupon from 17 basis points over Euribor to 400bps over. Coupons for the subordinated notes would be deferred until there was any surplus after paying the class A interest and capex.

Valad would manage the properties in place of the current managers, Silverpeak and Broadcliff, which are companies formed by the original Lehman borrower.

The consensual deal needs a 75% vote in favour in each class of noteholders; the credit sale requires 75% of class As only to vote in favour.

Caroline Philips, head of securitisation at Eurohypo, stressed that either solution would stabilise the assets, providing “a clean start” and seeing fresh equity put in to the properties to manage them and improve values.

The original quantum of securitised debt was €522m and there was also a €142m junior loan, which was syndicated by Eurohypo to a group of German banks, and which will be wiped out.