N-45 First CMBS Issuer Corporation Completes First \'Single Borrower\' CMBS

N-45 First CMBS Issuer Corporation (the Issuer), a wholly-owned subsidiary of Hypothèques CDPQ Inc. (the Promoter), two indirect wholly-owned subsidiaries of Caisse de dépôt et placement du Québec (Caisse), completed on June 22, 2000 the first “Single Borrower” type of Commercial Mortgage-Backed Securities (CMBS) public offering in Canada.

Six different Classes of Bonds (including one Interest Only Tranche) were issued pursuant to a prospectus dated June 15, 2000 qualifying them for distribution in all ten provinces of Canada. The aggregate principal amount of Series 2000-1 Bonds is $235 million.

The Bonds are backed by the cash flow generated by three mortgage loans on regional shopping centers owned by Ivanhoe Inc., another subsidiary of the Caisse, and rated from AAA to BBB by Moody’s, DBRS and CBRS. N-45 First CMBS Issuer Corporation was also the first to issue CMBS qualified for distribution in Canada under a prospectus. Its first deal (Series 1999-1 Bonds) consisted of the securitization of 99 “seasoned mortgage loans” on 114 properties. Twelve different Classes of Bonds were issued (including one Interest Only Tranche). The aggregate principal amount of Series 1999-1 Bonds was $254,114,788. They were rated from AAA down to CCC, with a Non-Rated Class by Moody’s and CBRS.

Gowling Lafleur Henderson LLP represented the Caisse, the Issuer and the Promoter on both deals, with a team of lawyers lead by Pierre Denis Leroux, assisted by Alain Lalonde, Marc Laflèche and Martine Guimond. The underwriters were represented by Fasken Martineau DuMoulin LLP, with a team lead by Robert Godin, assisted by Marie-José Roux-Fauteux and Frédéric Despars.

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