Cartesio S.r.l. – Series 2003-1

March 11, 2021 12:09 PM EST

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Euro 2,000,000,000 Asset-Backed Euro Medium Term Note Programme (the Securitization Transaction)

MILAN--(BUSINESS WIRE)-- Regulatory News:

Cartesio S.r.l.: 

To of all of the holders of:

the Series 2003-1 Euro 200,000,000 Floating Rate Asset-Backed Notes due 7 March 2033 (Reg S ISIN XS0164179391 and 144A XS0164179987) issued on 5 March 2003

(the Tranche 1 Notes)

and

Series 2003-1 GBP 200,000,000 Floating Rate Asset-Backed Notes due 7 March 2033 issued by the Issuer on 5 March 2003 (Reg S ISIN XS0164181702 and 144A XS0164181967) issued on 5 March 2003 (the Tranche 4 Notes)

and

the Series 2003-1 Euro 141,000,000 Floating Rate Asset-Backed Notes due 7 March 2033 (Reg S ISIN XS0166783174 and 144 A XS0167965499) issued on 5 March 2003

(the Tranche 5 Notes and together with the Tranche 1 Notes and Tranche 4 Notes, the Notes).

Capitalised terms in this notice shall, save where otherwise defined herein, bear the meanings ascribed to them in the Offering Circular of the Issuer dated 5 March 2003.

Cartesio S.r.l. (the Issuer) hereby informs you that, it has been informed by SANIM S.p.A. in its capacity as Originator (the Originator) of its intention to implement a potential transaction with the Region of Lazio (the Region) aimed at partially restructuring and simplifying the Securitization Transaction established by the Issuer in 2003 (the Potential Transaction).

At this stage, the Potential Transaction is still subject to (i) document production and negotiation and (ii) obtaining all relevant instructions, consents and approvals, including, inter alia, any applicable Noteholder approvals.

On the basis of the still pending discussions among the interested parties and subject to their finalization, the Potential Transaction is currently expected to be carried out in accordance with the main terms described here below:

  1. all of the outstanding Lease Contracts shall be terminated prior to their respective termination dates (the Lease Contracts Termination);
  2. all of the Real Estate Assets that are still owned by the Originator shall be transferred to the Healthcare Entities (save for certain Real Estate Assets which shall be transferred to the Region of Lazio (the Region) by operation of Italian law) (the Real Estate Assets Transfer);
  3. notwithstanding the Lease Contracts Termination and the Real Estates Assets Transfer, the Region, by executing a payment undertaking letter in favour of the Issuer (the Payment Undertaking Letter), will confirm that it shall continue to pay each of the Lease Instalment amounts directly to the Issuer in the same manner and under the same terms as previously provided for under the Payment Delegation contained in the Lease Contracts;
  4. certain amendments will be made to certain Transaction Documents with the main purpose of simplifying the Securitisation Transaction, and namely: (i) to allow the Issuer to early redeem the Notes (in whole or in part) on any Payment Date (i.e., 7 March and 7 September of each calendar year) subject to the Issuer having the necessary funds under the relevant Priority of Payment; (ii) upon the early redemption of the Notes (in whole or in part), to allow the optional early termination (in whole or in part) by the Issuer of any of the Swap Agreements and/or any transaction thereunder and the Credit Support Documents (if any) with one or more Swap Counterparties on any Swap Payment Date in order to (in case of partial redemption) pro tanto reduce the hedged notional amount; and (iii) limited to one of the Swap Counterparties in relation to Tranche 1 (ISIN XS0164179391) and Tranche 4 (ISIN XS0164181702), to consent to lower the relevant Moody’s rating requirement from the current P-2 and A3 to respectively P-3 (for short term) and Baa3 (for long term); and
  5. the effectiveness of the amendments summarised under d above is subject to the confirmation from Moody’s that the Potential Transaction will not result in the withdrawal, reduction or other adverse action with respect to the current rating of the Notes.

The discussions and negotiations on the Potential Transaction are still ongoing among the interested parties and, should there be any material deviation from the above description of the Potential Transaction as a result of such discussions and negotiations, the Issuer will publish a further RIS notice to describe any such changes to the Potential Transaction.

Should anyone wish to get in contact with the Issuer in relation to the matters set out in this Notice, they are encouraged to direct any questions regarding the above to Mrs. Icolaro.

CARTESIO S.R.L.

_________________________________

Name: Angela Icolaro

Title: Chairman of the Board of Directors

CARTESIO S.R.L.

Source: Cartesio S.r.l.



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