JonesDay advised Blackstone Real Estate Debt Strategies in the acquisition of a $1.0 billion performing senior mortgage loan portfolio from German lender, Deutsche Pfandbriefbank (PBB). The portfolio of senior mortgage loans was originated by PBB. The portfolio of senior mortgage loans was originated by PBB. The portfolio comprises 11 performing loans secured against performing multifamily, office and hospitality assets across the U.K. and U.S.
Collateralised loan obligations (CLOs) sit at the pinnacle of various financial processes, in terms of both their sophistication and magnitude. CLO managers buy half of all leveraged loans issued, more than any single counterparty demographic, and for this reason are a vital component of the loan markets. This article unpacks CLOs, examining their building blocks, context, magnitude, merits, processes and prospects.
The key role for a bank (or lender) is to recycle capital efficiently, safeguarding capital for, and providing returns to, its investors, while also providing investment opportunities for others. A variety of financial mechanisms build upon each other to finesse the efficiency of this process, thereby enhancing capital provision, security and returns for the stakeholders involved. In this process, syndication is progressed by securitisation, which comes to life through CLOs.
Syndicated loans see a group of lenders pool their resources to make a loan to borrowers who are usually privately held companies, but sometimes also a special purpose vehicle (SPV) relating to a project. This both enables borrowers to raise greater sums and lenders to reduce their risk exposure. The syndicate of lenders will include the originator bank and will have the relationship with the underlying corporate. However, the syndicate will also include other banks, funds and other participants.
CLOs, like other structured credits, fulfil this securitisation process by organising, pooling and structuring the syndicated collateral (in the case of CLOs, loans) into a single security, and then issuing to investors tranches of:
Leveraged loans are well-suited for securitisation. This is because they pay regular income into the CLO and, given the large number of borrowers participating in the leveraged loans space, also provide a diverse source of assets for the CLO manager to choose from.
A CLO manager establishes an SPV, and then creates a capital structure comprising various tranches, ranging from debt tranches rated AAA down to BB, with the sole equity tranche sitting below this (see Figure 1).
Most securitised products are pooled by investment managers at two extremes, ranging from a static portfolio to a dynamic portfolio, the latter seeing new assets added to the portfolio only when other assets have had their principals redeemed. CLOs sit in the middle of this spectrum: their active management helps maintain (and can improve) the yield of the portfolio of loans within the CLO. The CLO manager will mitigate any risk to the overall structure by continually performing various coverage tests on the portfolio. This crucial mechanism allows the manager to identify and correct any deterioration to the collateral. If the coverage tests are not meeting the necessary requirements, cash flows will be redirected from the lowest debt and equity-tranche holders to the more senior holders within the capital stack. While the CLO manager will decide which trades to make, these will be undertaken by the collateral administrator.
They can offer higher returns (over the long-term) than other corporate debt types and can do so on a relative risk basis. The risk-reward balance is particularly favourable given the higher tranches in the CLO capital stack are typically over-collateralised, and today have both more stringent collateral eligibility requirements and higher levels of subordination. Higher subordination provides credit enhancement (that is, more protection should coverage tests or other performance tests not be met) to holders of senior debt tranches, for example by redirecting cash from debt tranches and equity.
Against a backdrop of geopolitical and economic volatility, flow attended a recent Deutsche Bank Trust and Agency Services sponsored conference on European collateralised loan obligations (CLOs) and leveraged loans. The team found that most were optimistic about the resilience of this remarkable asset class
You may have been referred to SBA after applying for FEMA disaster assistance. If you still have unmet needs, loans may help with home repair or replacement, personal property, vehicles, mitigation, business losses, and working capital for small business and most private nonprofits.
If you were affected by a disaster declared before March 22, 2024, and are referred to the SBA, you must complete an SBA disaster loan application to be eligible for Personal Property Assistance, Transportation Assistance and/or Group Flood Insurance Policy (GFIP).
If you are approved for a loan, you are not obligated to accept it. If you apply and are not eligible for a low-interest disaster loan, this may open the door to an additional grant from FEMA. However, if you are approved and you do not accept it, you will not be referred back to FEMA for additional assistance.
If the SBA does not offer you a loan or only offers a partial loan, SBA will notify FEMA. We can review your application to see if you qualify for additional disaster assistance.
Schuldschein loans do not legally constitute a security: a Schuldschein is not a note or a bond. Instead, a Schuldschein loan constitutes a standardised loan contract under the German Civil Code which is evidenced by a certificate of indebtedness. The only legal function of the certificate of indebtedness is to evidence that the issuer of the certificate owes the amount set out within it (subject to its terms). The certificate does not constitute a payment claim in and of itself.
Because a Schuldschein loan does not constitute a security, it cannot be listed or traded on a stock exchange. The Market Abuse Regulation, other post listing obligations and formal prospectus rules do not apply.
Schuldschein loans can be secured or unsecured and can involve a single lender or multiple lenders. Typically a Schuldschein is unsecured and initially owing to a single lender who then syndicates it. This is especially the case where unregulated investors wish to invest in Schuldscheine, because investing into a Schuldschein in the "primary market" is a regulated banking activity in the form of bank lending.
Investors may be attracted to Schuldschein as a product because they are prevented by regulatory rules from investing in debt securities or because they have exhausted their allocated debt security investment budget. Although Schuldschein loans are transferred using the same mechanics as other German law loans, most Schuldschein loans provide few, if any, restrictions on partial or full transfers by lenders, which is often not the case in syndicated loans. In addition, from an accounting perspective, there is no need to constantly reflect the mark-to-market value of a Schuldschein investment, in contrast to listed securities.
Parties considering using Schuldschein should be aware that many of the regulatory and enforceability issues that apply to German law loans generally are likely to apply to Schuldschein loans. They should also ensure they understand the commercial and regulatory implications of lending or borrowing using the documentary terms and mechanics typical in the Schuldschein market. Legal advice should be taken as early as possible.
Leonard C Boyle, Acting United States Attorney for the District of Connecticut, announced that JACOB DEUTSCH, 56, of Brooklyn, New York, and ARON DEUTSCH, 60, of Monsey, New York, were arrested today on federal conspiracy, fraud and false statement offenses related to a mortgage fraud scheme involving a loan for two Hartford properties.
Jacob and Aron Deutsch are each charged by criminal complaint with conspiracy to commit mail and wire fraud, wire fraud, mail fraud, and making false statements. After they appeared today via videoconference before U.S. Magistrate Judge Thomas O. Farrish, Jacob Deutsch was released on a $50,000 bond and Aron Deutsch was released on a $100,000 bond.
Acting U.S. Attorney Boyle stressed that a complaint is only a charge and is not evidence of guilt. Charges are only allegations, and a defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt.
A comfort level on both sides of the transaction is critical to ensure relationships flourish and the loan performs successfully. Some lenders may not service loans they arrange. In order to control costs, streamline administration and maximise efficiency, they need a provider that has the necessary resources and infrastructure as well as a full understanding of their business requirements. For many reasons, including potential conflicts of interest, lenders currently servicing loan transactions may be looking to sell down or divest their positions or servicing commitments.
The broad experience of our dedicated staff and our flexible approach allows us to offer a seamless, effective and tailored service. A wealth of experience and a thorough understanding of the loans market make us an effective intermediary, coordinating between borrowers and lenders.
Deutsche Bank is well positioned to service a wide range of loan financings, from bilateral arrangements to more complex leveraged finance and transactions with multicurrency cash flows. As a successor agent, we can replace lenders that wish to divest themselves of this responsibility or prefer to avoid a potential conflict of interest in workout and restructuring situations.
Our clients benefit from the expertise and experience of Deutsche Bank teams dedicated to meeting their specific requirements. Furthermore, each deal is assigned a client services account manager responsible for ensuring a high level of client service delivered from specialised centres of excellence in London, Hong Kong, Luxembourg, New York, Tokyo and Singapore.
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