NOTICE TO THE HOLDERS OF
€57,860,000 Class C Commercial Mortgage Back Floating Rate Notes due 2019
€100,000 Class X Commercial Mortgage Back Floating Rate Notes due 2019
€36,050,000 Class D Commercial Mortgage Back Floating Rate Notes due 2019
€44,950,000 Class E Commercial Mortgage Back Floating Rate Notes due 2019
€30,500,000 Class F Commercial Mortgage Back Floating Rate Notes due 2019
€8,000,000 Class G Commercial Mortgage Back Floating Rate Notes due 2019
(together, the "Notes")
Issued by FORNAX (ECLIPSE 2006-2) B.V. (the "Issuer")
The Notes are admitted to the official list of the Irish Stock Exchange plc and to trading on its regulated market.
Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation together with Implementing Directive 2003/124/EC (as implemented in Ireland by the Market Abuse (Directive 2003/6/EC) Regulations 2005) requires disclosure of inside information relating to the Issuer.
Terms used and not defined herein shall have the meaning ascribed to them in the Offering Circular dated 20 September 2006.
The following notice has been prepared by and issued at the request of the Italian Special Servicer. The Issuer has not independently verified the information contained in this notice.
"Accordingly, the Italian Special Servicer hereby gives notice of the following update in relation to the Cassina Plaza Loan:
Cassina Plaza Loan - sale and purchase agreement for asset sale
Reference is made to the RIS Notice dated 11 January 2016 (RNS Number 4511L) (the "January Notice"), pursuant to which the Italian Special Servicer notified that following receipt of a revised offer (the "Initial Revised Offer") from a prospective purchaser (the "Prospective Purchaser") for the purchase of the properties securing the Cassina Plaza Loan (the "Properties"), on the basis of an asset sale, rather than a combined share sale and loan transfer, as previously contemplated and notified pursuant to the RIS notice dated 2 October 2015 (RNS Number 0564B)(the "Proposed Share Sale"), the Trustee, on the basis set out in the January Notice, determined that the Proposed Share Sale could proceed.
The Initial Revised Offer was at a reduced purchase price from the offer price of the Proposed Share Sale (such price reduction reflecting certain adjustments required due to the nature of an asset only sale as compared to a sale of the shares in the Cassina Plaza Borrowers and the transfer of the Cassina Plaza Loan to the Prospective Purchaser).
Following further due diligence, the Prospective Purchaser however declined to proceed with the Proposed Share Sale. After further negotiations with the Special Servicer and the Cassina Plaza Borrowers, the Prospective Purchaser increased its Initial Revised Offer on the basis of an asset purchase of the Properties (the "Further Revised Offer"). Following due consideration, the Italian Special Servicer, acting in accordance with the Servicing Standard, determined that the Further Revised Offer would, in the circumstances, maximise recoveries on the Cassina Plaza Loan for Noteholders.
Pursuant to a preliminary sale and purchase agreement signed between, amongst others, the Prospective Purchaser and the Cassina Plaza Borrowers on 9 August 2016 (the "SPA") in connection with the transaction proposed by the Further Revised Offer (the "Transaction"), the parties to the SPA have agreed for the sale of the Properties, subject to an agreed price adjustment mechanism to reflect that final closing of the Transaction is unlikely to occur until 2017, and subject to the satisfaction of certain terms and conditions contained in the SPA, which includes approvals by the Italian Court. The SPA also contains a long stop date for completion of the Transaction of 30 June 2017 (the "Long Stop Date"), with the potential to extend the Long Stop Date for a further 90 days, subject to certain conditions. The purchase price will not be disclosed until the Transaction has been approved by the Italian Court.
Amendment to the Consensual Framework Agreement
As previously notified pursuant to the RIS notice dated 8 August 2014 (RNS Number 6987O), the Cassina Plaza Borrowers and the Italian Special Servicer, among others, entered into a consensual sale framework agreement (the "CSFA") pursuant to which the parties to the CSFA had agreed a framework for the marketing and sale of the Cassina Plaza Properties. The CSFA was subsequently amended by the parties thereto on 25 June 2015, as notified pursuant to an RIS Notice dated 10 August 2015 (RNS Number 5682V) (the "CSFA Amendment Agreement") to amend the CSFA to, amongst other things, (a) permit either (i) a share sale of the Cassina Plaza Borrowers or (ii) an asset sale of the Cassina Plaza Properties to the Potential Purchaser, and (b) make certain amendments to the terms of the CSFA in relation to the auction process set out in the CSFA, in light of the ongoing discussions with the Potential Purchaser. We hereby notify that the Italian Special Servicer has agreed to further amend and extend the terms of the CSFA Amendment Agreement in light of the requirements under the SPA in connection with the Transaction pursuant to a further amendment to the CSFA Amendment Agreement dated 8 August 2016 (the "Further CSFA Amendment Agreement").
Extension of Standstill Period
We hereby also notify that the Italian Special Servicer has agreed under the terms of the Further CSFA Amendment Agreement to extend the standstill period currently granted in favour of the Cassina Plaza Borrowers and to refrain from exercising its rights and remedies under the Cassina Plaza Loan and the Cassina Plaza Credit Agreement and relevant Finance Documents, and taking any legal action to protect and preserve such rights and remedies, and those of the related Finance Parties, in relation to the Maturity Date Event of Default (as notified and defined in the RIS notice dated 15 November 2013 (RNS Number 1931T)) until completion of the Transaction, or such time as the Transaction is aborted prior to the Long Stop Date."
Contact details of the Italian Special Servicer are: [email protected]
Name and signature of agent of the Issuer responsible for making notification:
Date of notification: 12 September 2016
Fornax (Eclipse 2006-2) B.V.
De Boelelaan 7
BNY Mellon Corporate Trustee Services Limited
One Canada Square
(in its capacity as Trustee)
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS