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Role | Name | Country |
---|---|---|
Issuer | STORM 2019 I B.V. | Netherlands |
Seller | Obvion | Netherlands |
Servicer | Obvion | Netherlands |
Issuer Administrator | Intertrust Administrative Services B.V. | Netherlands |
Sub MPT Provider | Stater Nederland B.V. | Netherlands |
Security Trustee | Stichting Security Trustee STORM 2019 I | Netherlands |
Security Trustee Director | Amsterdamsch Trustee's Kantoor B.V. | Netherlands |
Shareholder | Stichting Holding STORM 2019 I | Netherlands |
Shareholder Director | Intertrust Management B.V. | Netherlands |
Attribute | Class A Notes | Class B Notes | Class C Notes | Class D Notes | Class E Notes |
---|---|---|---|---|---|
Principal Amount | EUR 1,950,000,000 | EUR 44,400,000 | EUR 39,900,000 | EUR 39,900,000 | EUR 20,900,000 |
Issue Price | 101.657 per cent. | 100 per cent. | 100 per cent. | 100 per cent. | 100 per cent. |
Interest Rate up to First Optional Redemption Date | 3 month Euribor plus a margin of 0.60 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 2.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 3.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 4.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 6.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum |
Interest Rate as from First Optional Redemption Date | 3 month Euribor plus a margin of 1.20 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 3.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 4.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 5.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum | 3 month Euribor plus a margin of 6.00 per cent. per annum with a minimum Interest Rate of 0.00 per cent. per annum |
Expected Ratings | Moody's: Aaa (sf), Fitch: AAA sf, S&P: AAA (sf) | Moody's: Aa1 (sf), Fitch: AA sf, S&P: AA+ (sf) | Moody's: Aa3 (sf), Fitch: A sf, S&P: AA (sf) | Moody's: A2 (sf), Fitch: BBB sf, S&P: A (sf) | Moody's: Ba1 (sf) |
First Notes Payment Date | Notes Payment Date falling in June 2019 | Notes Payment Date falling in June 2019 | Notes Payment Date falling in June 2019 | Notes Payment Date falling in June 2019 | Notes Payment Date falling in June 2019 |
First Redemption Date | Notes Payment Date falling in March 2024 | Notes Payment Date falling in March 2024 | Notes Payment Date falling in March 2024 | Notes Payment Date falling in March 2024 | N/A |
Final Maturity Date | Notes Payment Date falling in March 2066 | Notes Payment Date falling in March 2066 | Notes Payment Date falling in March 2066 | Notes Payment Date falling in March 2066 | Notes Payment Date falling in March 2066 |
Event | Date |
---|---|
Issue Date | 12 April 2019 |
First Optional Redemption Date | March 2024 |
Final Maturity Date | March 2066 |
Publication of Transaction Documents and Prospectus | Within 15 days of the Closing Date |
First: Fees or other remuneration due and payable by the Issuer to the Directors in connection with the Management Agreements and the fees or other remuneration and indemnity payments (if any) due and payable to the Security Trustee and any costs, charges, liabilities, and expenses incurred by the Security Trustee under or in connection with the relevant Transaction Documents (including the fees and expenses payable to any legal advisors, accountants, and auditors appointed by the Security Trustee).
Second: In or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of:
(viii) the fees and expenses due and payable to the Reporting Entity under the Transparency Reporting Agreement.
Third: In or towards satisfaction of any amounts (other than the commitment fee and the Subordinated Cash Advance Facility Amount, if any) due and payable to the Cash Advance Facility Provider under the Cash Advance Facility Agreement.
Fourth: In or towards satisfaction, pro rata, according to the respective amounts thereof, of:
(ii) amounts (other than the fees due and payable to the Back Up Swap Counterparty), if any, due and payable to the Swap Counterparty under the Swap Agreement including a settlement amount (as set out in the Swap Agreement), but excluding any Swap Counterparty Default Payment payable under (n) below and excluding, for the avoidance of doubt, any payment to the Swap Counterparty of any Swap Collateral which is in excess of its obligations to the Issuer under the Swap Agreement.
Fifth: In or towards satisfaction of all amounts of principal and other amounts due but unpaid in respect of the Class A Notes.
Sixth: In or towards satisfaction of all amounts of interest due or accrued but unpaid in respect of the Class B Notes.
Seventh: In or towards satisfaction of all amounts of principal and other amounts due but unpaid in respect of the Class B Notes.
Eighth: In or towards satisfaction of all amounts of interest due or accrued but unpaid in respect of the Class C Notes.
Ninth: In or towards satisfaction of all amounts of principal and other amounts due but unpaid in respect of the Class C Notes.
Tenth: In or towards satisfaction of all amounts of interest due or accrued but unpaid in respect of the Class D Notes.
Eleventh: In or towards satisfaction of all amounts of principal and other amounts due but unpaid in respect of the Class D Notes.
Twelfth: In or towards satisfaction of all amounts of interest due or accrued but unpaid in respect of the Class E Notes.
Thirteenth: In or towards satisfaction of all amounts of principal and other amounts due but unpaid in respect of the Class E Notes.
Fourteenth: In or towards satisfaction of the Swap Counterparty Default Payment to the Swap Counterparty under the terms of the Swap Agreement.
Fifteenth: In or towards satisfaction, pro rata, according to the respective amounts thereof, of any Subordinated Cash Advance Facility Amount and gross up amounts or additional amounts, if any, due under the Administration Agreement and/or the Servicing Agreement.
Sixteenth: In or towards satisfaction of the Deferred Purchase Price to the Seller pursuant to the Mortgage Receivables Purchase Agreement.
(iii) the fees and expenses due and payable to the Reporting Entity under the Transparency Reporting Agreement.
Second: In or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of:
(vii) costs, expenses, and negative interest related to the Issuer Accounts due and payable to the Issuer Account Bank under the Issuer Account Agreement.
Third: In or towards satisfaction of any amounts (other than the commitment fee) due and payable to the Cash Advance Facility Provider under the Cash Advance Facility Agreement or, during a Cash Advance Facility Stand by Drawing Period, in or towards satisfaction of sums to be credited to the Cash Advance Facility Stand by Drawing Account less the Subordinated Cash Advance Facility Amount.
Fourth: In or towards satisfaction of amounts (other than the fees due and payable to the Back Up Swap Counterparty), if any, due and payable under the Swap Agreement, including a Settlement Amount, except for any Swap Counterparty Default Payment, payable under (q) below and excluding, for the avoidance of doubt, the payment to the Swap Counterparty of any Swap Collateral which is in excess of its obligations to the Issuer under the Swap Agreement.
Fifth: In or towards satisfaction of the amounts of interest due or accrued but unpaid in respect of the Class A Notes.
Sixth: In or towards making good any shortfall reflected in the Class A Principal Deficiency Ledger until the debit balance, if any, on the Class A Principal Deficiency Ledger is reduced to zero.
Seventh: In or towards satisfaction of the amounts of interest due or accrued but unpaid in respect of the Class B Notes.
Eighth: In or towards making good any shortfall reflected in the Class B Principal Deficiency Ledger until the debit balance, if any, on the Class B Principal Deficiency Ledger is reduced to zero.
Ninth: In or towards satisfaction of the amounts of interest due or accrued but unpaid in respect of the Class C Notes.
Tenth: In or towards making good any shortfall reflected in the Class C Principal Deficiency Ledger until the debit balance, if any, on the Class C Principal Deficiency Ledger is reduced to zero.
Eleventh: In or towards satisfaction of the amounts of interest due or accrued but unpaid in respect of the Class D Notes.
Twelfth: In or towards making good any shortfall reflected in the Class D Principal Deficiency Ledger until the debit balance, if any, on the Class D Principal Deficiency Ledger is reduced to zero.
Thirteenth: In or towards satisfaction of the amounts of interest due or accrued but unpaid in respect of the Class E Notes.
Fourteenth: In or towards satisfaction of any sums required to deposit on the Reserve Account or, as the case may be, to replenish the Reserve Account up to the amount of the Reserve Account Target Level.
Fifteenth: In or towards satisfaction of principal amounts due on the Class E Notes.
Sixteenth: In or towards satisfaction of the Swap Counterparty Default Payment to the Swap Counterparty under the terms of the Swap Agreement.
Following the delivery of an Enforcement Notice, any amounts to be distributed by the Security Trustee under the Trust Deed will be paid to the Secured Creditors (including the Noteholders, but excluding the Participants) in the following order of priority, and only if and to the extent payments of a higher priority have been made in full:
First: Fees or other remuneration due and payable by the Issuer to the Directors in connection with the Management Agreements and the fees or other remuneration and indemnity payments (if any) due and payable to the Security Trustee and any costs, charges, liabilities, and expenses incurred by the Security Trustee under or in connection with the relevant Transaction Documents (including the fees and expenses payable to any legal advisors, accountants, and auditors appointed by the Security Trustee).
Second: Fees and expenses due and payable to various service providers, including the Issuer Administrator, Servicer, Credit Rating Agencies, Paying Agent, Reference Agent, Back Up Swap Counterparty, Cash Advance Facility Provider, Issuer Account Bank, and Reporting Entity.
Third: Amounts due and payable to the Cash Advance Facility Provider under the Cash Advance Facility Agreement.
Fourth: Interest due or accrued but unpaid in respect of the Class A Notes and amounts due and payable to the Swap Counterparty under the Swap Agreement, excluding any Swap Counterparty Default Payment and any excess Swap Collateral.
Fifth: Principal and other amounts due but unpaid in respect of the Class A Notes.
Sixth: Interest due or accrued but unpaid in respect of the Class B Notes.
Seventh: Principal and other amounts due but unpaid in respect of the Class B Notes.
Eighth: Interest due or accrued but unpaid in respect of the Class C Notes.
Ninth: Principal and other amounts due but unpaid in respect of the Class C Notes.
Tenth: Interest due or accrued but unpaid in respect of the Class D Notes.
Eleventh: Principal and other amounts due but unpaid in respect of the Class D Notes.
Twelfth: Interest due or accrued but unpaid in respect of the Class E Notes.
Thirteenth: Principal and other amounts due but unpaid in respect of the Class E Notes.
Fourteenth: Swap Counterparty Default Payment to the Swap Counterparty under the terms of the Swap Agreement.
Fifteenth: Subordinated Cash Advance Facility Amount and gross up amounts or additional amounts due under the Administration Agreement and/or the Servicing Agreement.
Sixteenth: Deferred Purchase Price to the Seller pursuant to the Mortgage Receivables Purchase Agreement.
The priority of payments can change upon the occurrence of certain events of default, which include:
Payment Default: The Issuer is in default for a period of 15 calendar days or more in the payment on the due date of any amount due in respect of the Notes of the relevant Class.
Performance Default: The Issuer fails to perform any of its other obligations binding on it under the Notes of the relevant Class, the Trust Deed, the Paying Agency Agreement, or the Pledge Agreements, and such default continues for a period of 30 calendar days after written notice by the Security Trustee to the Issuer requiring the same to be remedied.
Attachment: A conservatory attachment or an executory attachment on any major part of the Issuer's assets is made and not discharged or released within a period of 30 calendar days.
Dissolution or Winding Up: An order is made by any competent court or other authority or a resolution passed for the dissolution or winding up of the Issuer or for the appointment of a liquidator or receiver of the Issuer in respect of all or substantially all of its assets.
Assignment for Benefit of Creditors: The Issuer makes an assignment for the benefit of, or enters into any general assignment with, its creditors.
Bankruptcy or Suspension of Payments: The Issuer files a petition for a suspension of payments or for bankruptcy, is declared bankrupt, or becomes subject to any other regulation having a similar effect.
Unlawfulness: It becomes unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of the Transaction Documents to which the Issuer is a party.
When an event of default or enforcement occurs, the priority of payments changes significantly, impacting the cash flow and payments as follows:
Post Enforcement Payment Model: Following the delivery of an Enforcement Notice, the Security Trustee will distribute any amounts to the Secured Creditors (including the Noteholders, but excluding the Participants) in a specific order of priority. This order ensures that higher priority payments are made in full before any lower priority payments are considered.
Changes in Payment Priorities: The payment priorities shift to ensure that fees, expenses, and indemnity payments due to the Security Trustee and other service providers are settled first. This is followed by payments to the Cash Advance Facility Provider, interest and principal payments on the Notes, and finally, any subordinated amounts and deferred purchase prices.
Impact on Cash Flow: The occurrence of an event of default or enforcement can lead to a reallocation of cash flows, prioritizing the settlement of higher-ranking obligations. This can result in delays or reductions in payments to lower-ranking Noteholders and other stakeholders.
Acceleration of Payments: In some cases, the occurrence of an event of default may trigger the acceleration of payments, meaning that the principal and interest due on the Notes may become immediately payable. This can further strain the Issuer's cash flow and impact the overall distribution of funds.
Increased Costs and Expenses: The enforcement process may involve additional legal, administrative, and operational costs, which will be prioritized in the payment waterfall. This can reduce the available funds for distribution to Noteholders and other creditors.
Overall, the occurrence of an event of default or enforcement materially affects the waterfall cashflow model by altering the priority of payments, reallocating cash flows, and potentially accelerating the repayment of obligations. This can have significant implications for the timing and amount of payments received by various stakeholders.
Fee/Expense | Description |
---|---|
Fees and Remuneration to Directors | Fees or other remuneration due and payable by the Issuer to the Directors in connection with the Management Agreements. |
Security Trustee Fees and Expenses | Fees or other remuneration and indemnity payments (if any) due and payable to the Security Trustee, including costs, charges, liabilities, and expenses incurred under or in connection with the relevant Transaction Documents. This includes fees and expenses payable to any legal advisors, accountants, and auditors appointed by the Security Trustee. |
Issuer Administrator Fees | Fees and expenses due and payable to the Issuer Administrator under the Administration Agreement. |
Servicer Fees | Fees and expenses due and payable to the Servicer under the Servicing Agreement. |
Credit Rating Agencies Fees | Amounts due and payable to the Credit Rating Agencies. |
Paying Agent and Reference Agent Fees | Fees and expenses due and payable to the Paying Agent and the Reference Agent under the Paying Agency Agreement. |
Back Up Swap Counterparty Fees | Fees due to the Back Up Swap Counterparty under the Conditional Deed of Novation. |
Cash Advance Facility Provider Fees | Commitment fee and other amounts due and payable to the Cash Advance Facility Provider under the Cash Advance Facility Agreement. |
Issuer Account Bank Fees | Costs, expenses, and negative interest related to the Issuer Accounts due and payable to the Issuer Account Bank under the Issuer Account Agreement. |
Reporting Entity Fees | Fees and expenses due and payable to the Reporting Entity under the Transparency Reporting Agreement. |
Legal, Accounting, and Auditing Fees | Fees and expenses due and payable to any legal advisors, accountants, and auditors appointed by the Issuer. |
Common Safekeepers and Other Agents Fees | Fees and expenses due and payable to the Common Safekeepers and any other agent designated under any of the relevant Transaction Documents. |
The fees and expenses outlined above have a significant impact on the cash flow of the Issuer. Here are the key points of impact:
Priority of Payments: These fees and expenses are prioritized in the payment waterfall model, meaning they are settled before payments to Noteholders and other creditors. This ensures that service providers and administrative costs are covered first, which can reduce the available funds for distribution to Noteholders.
Reduction in Available Funds: The payment of these fees and expenses reduces the overall cash flow available for interest and principal payments on the Notes. This can lead to delays or reductions in payments to Noteholders, especially if the Issuer's cash flow is limited.
Increased Costs During Enforcement: In the event of default or enforcement, additional legal, administrative, and operational costs may be incurred. These costs are also prioritized in the payment waterfall, further reducing the funds available for distribution to Noteholders.
Impact on Lower-Ranking Noteholders: Lower-ranking Noteholders (e.g., Class B, C, D, and E Notes) are more likely to be affected by the payment of these fees and expenses, as higher-ranking obligations (e.g., fees to service providers and Class A Note
Class | Interest Rate | Margin |
---|---|---|
Class A Notes | Euribor for 1 month deposits in euro and Euribor for 3 months deposits in euro | 0.60% per annum |
Class B Notes | Euribor for 1 month deposits in euro and Euribor for 3 months deposits in euro | 2.00% per annum |
Class C Notes | Euribor for 1 month deposits in euro and Euribor for 3 months deposits in euro | 3.00% per annum |
Class D Notes | Euribor for 1 month deposits in euro and Euribor for 3 months deposits in euro | 4.00% per annum |
Class E Notes | Euribor for 1 month deposits in euro and Euribor for 3 months deposits in euro | 6.00% per annum |
Class | Post-Enforcement Margin |
---|---|
Class A Notes | 1.20% per annum |
Class B Notes | 3.00% per annum |
Class C Notes | 4.00% per annum |
Class D Notes | 5.00% per annum |
Class E Notes | 6.00% per annum |
The Revolving Period End Date is the earlier of: - (i) The date of an Event of Default for the Issuer. - (ii) The date of an Insolvency Event for Obvion. - (iii) The date of a Portfolio Trigger Event. - (iv) The date of termination of Obvion as Servicer (except voluntary termination by Obvion). - (v) The third successive Notes Payment Date with a Reserved Amount over EUR 1,000,000. - (vi) The First Optional Redemption Date.
Compliance Requirement | Impact on Cash Flow Model |
---|---|
Risk Retention (Article 6) | Seller retains a material net economic interest, aligning interests with investors, potentially reducing cash available for distribution. |
Transparency (Article 7) | Detailed information on securitisation allows better risk assessment, impacting investment decisions and cash flow stability. |
Due Diligence (Article 5) | Ensures well-informed investors participate, leading to more stable and predictable cash flows. |
Underwriting Criteria (Article 9) | Ensures quality of underlying assets, impacting reliability and predictability of cash flows. |
STS Securitisations (Articles 19-22) | Compliance can lead to lower capital requirements and higher demand for Notes, positively impacting cash flows. |
Notification to ESMA (Article 27) | Regulatory oversight enhances investor confidence, potentially stabilising cash flows. |
Homogeneity (Article 20(8)) | Ensures predictable and easier to model cash flows. |
Prohibition of Active Portfolio Management (Article 20(7)) | Ensures stable and predictable cash flows as asset pool composition does not change. |
Exclusion of Transferable Securities and Securitisation Positions (Articles 20(8) and 20(9)) | Ensures cash flows are derived from stable and predictable assets. |
Tax Consideration | Impact on Cash Flows |
---|---|
Turnover Tax | No Dutch turnover tax on payments for Notes, ensuring cash flows are not reduced. |
Other Taxes and Duties | No Dutch registration, capital, custom, transfer, stamp duty, or similar taxes, minimizing impact on cash flows. |
Financial Transactions Tax (FTT) | Potential reduction in cash flows from transactions in financial instruments in FTT Participating Member States. |
FATCA | Reduced risk of cash flow reductions due to FATCA withholding under IGAs. |
Redemption for Tax Reasons | Issuer can redeem Notes if obliged to withhold or deduct payments, managing tax obligations without impacting cash flows. |
Withholding Tax on Intra-Group Payments | Potential impact on cash flows if interest payments to low tax jurisdictions are affected. |
General Withholding Tax | Payments made without withholding or deduction unless required by law, potentially reducing net cash flows received by Noteholders. |
Jurisdiction | Tax Difference | Implication |
---|---|---|
Netherlands | Turnover Tax | No reduction in cash flows from turnover tax. |
Netherlands | Other Taxes and Duties | Minimal impact on cash flows from registration, capital, custom, transfer, stamp duty, or similar taxes. |
Netherlands | Withholding Tax on Intra-Group Payments | Minimal impact on cash flows from interest payments to unrelated holders. |
FTT Participating Member States | FTT | Potential reduction in cash flows from transactions in financial instruments. |
United States | FATCA | Reduced risk of cash flow reductions due to FATCA withholding under IGAs. |
General | Withholding Tax | Potential reduction in net cash flows received by Noteholders if withholding or deduction is required by law. |
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