Proteus RMBS (2018) DAC: 26 December 2018
On the Issue Date, the Original Notes (issued 15 December 2017) will be redeemed in full and refinanced from the proceeds of the issue of these Notes.
In this refinancing the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes will now be rated. The Class X Certificate will not be listed or cleared. Investors should note that consideration for the refinancing of the Original Class C Note is the issuance of the Class Y Note. These Class Y Notes confer upon the majority holder or holders of the Class Y Notes the right (but not the obligation) to purchase the Mortgage Portfolio from the Issuer on an Interest Payment Date on and following the Optional Redemption Date as set out further in the prospectus and pursuant to the terms of the Deed Poll and the right to appoint the Junior Noteholder. The Class Y Notes will initially be acquired by the Seller and are not being offered by this Prospectus.
EU Risk Retention: On the Issue Date, Goldman Sachs Lending Partners LLC (the Retention Holder) will, as an originator for the purposes of the CRR, the AIFM Regulation and the Solvency II Regulation, retain a material net economic interest of not less than 5% in the securitisation in accordance with the text of each of Article 405(1)(a) of Regulation (EU) No 575/2013), Article 254(2)(a) of Regulation (EU) No. 2015/35 and Article 51(1)(a) of Regulation (EU) No 231/2013. As at the Issue Date, the Retention will comprise the Retention Holder holding no less than 5% of the nominal value of each Class of Notes sold or transferred to investors or to the Seller.
US Risk Retention: The Retention Holder, in its capacity as sponsor of the securitisation transaction, will be required under Section 15G of the U.S. Securities Exchange Act of 1934 to ensure that it acquires and retains on the Issue Date an economic interest in the credit risk of the assets collateralising the issuance of "asset-backed securities" by the Issuer in an amount of not less than 5%. The Sponsor intends to satisfy the U.S. Credit Risk Retention Requirements by acquiring and retaining, either directly or through a majority owned affiliate, an eligible vertical interest (an "EVI") equal to a minimum of 5% in each Class of Notes and the Class X Certificate on the Issue Date.