Launch of Euro High Yld Fund

INTERMEDIATE CAPITAL GROUP PLC 12 August 1999 ICG and Morgan Stanley Dean Witter launch EuroCredit CDO I, the first European high yield Collateralized Debt Obligation Intermediate Capital Group PLC today announces the launch of a Euro 400m European high yield fund arranged by Morgan Stanley Dean Witter. ICG, Europe's leading specialist provider of mezzanine finance, will act as investment adviser to the fund on the purchase and management of the portfolio. ICG managing director, Tom Attwood, said, 'The sustained high levels of activity in mergers and acquisitions will continue to provide opportunities for attractive investments in high yield assets.' ICG's established track record in acquisition finance should enable it to source an attractive and diverse portfolio, consisting of high yield bonds, senior secured loans, and mezzanine loans. The fund is a collateralized debt obligation ('CDO'), which provides leverage on the portfolio of high yield assets through rated liabilities. CDOs have been an important vehicle for investing in US high yield, with estimates exceeding $70 billion invested, and Morgan Stanley Dean Witter has been a leader in the development of the US CDO and high yield markets. The liabilities of the CDO will be rated by Moody's Investor Services. 'As the first CDO for European high yield, EuroCredit CDO I is a milestone in the development of the European high Yield market, underlining our position as pre-eminent underwriter in the European credit market', highlights Jason Maratos, head of European high yield at Morgan Stanley Dean Witter. Tom Attwood said, 'The raising of this fund is an important move for ICG. We believe that the European buy-out and high yield bond markets will continue to grow significantly over the next few years. This CDO offers UK and European investors their first opportunity to participate in that market via a balanced portfolio of local high yield credits, all denominated in Euros. The fund is divided into various tranches providing different risk return profiles, so that it appeals to investors with differing investment objectives. In light of ICG's experience and track record in high yielding assets, this fund is a natural extension of our existing fund management activities and one which we believe offers a real and attractive alternative to traditional investment opportunities.' ICG will be investing in 25% of the subordinated notes of the fund, an investment of around Euro15m. Other investors include insurance companies and banks across Europe. Enquiries: Tom Attwood/Andrew Phillips, ICG 0171 628 9898 Gill Ackers, Brunswick 0171 404 5959 Euart Glendinning, Morgan Stanley Dean Witter 0171 425 4942 This information does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an exemption from such registration. Any offering of securities to be made in the United States will be made by means of an offering memorandum that may be obtained from the issuer and that will contain detailed information about the issuer and the management, as well as financial statements. Notes to Editors: 1. EuroCredit CDO I, Limited EuroCredit CDO I will invest in a diversified portfolio of European sub- investment grade credits consisting of high yield bonds, senior secured loans and mezzanine loans ('the collateral'). Intermediate Capital Managers Ltd, a wholly-owned subsidiary of Intermediate Capital Group PLC (ICG), is the Investment Adviser for the CDO and is responsible for selecting the portfolio and advising on ongoing investment decisions. The fund will be invested over the course of the next few months commencing with investments in existing issues. It is expected that these initial investments will include some of the largest MBOs in Europe, for which ICG has already arranged or provided mezzanine finance, such as Elis of France and recent large issues of debt and bonds including AstraZeneca Speciality Chemicals and Colt Telecom of the UK and Kappa Packaging of Holland. Purchase of the portfolio will be financed by the issuance of various classes of securities, all denominated in Euros, providing different risk return profiles to meet investors' differing investment objectives. These include Class I and Class II Senior Notes with high investment grade ratings of Aaa and Aa2, respectively, Second Priority Notes rated Baa3, Third Priority Notes rated Ba3 and unrated Subordinated Notes. The cashflows from the portfolio investments will be allocated to these securities on a priority basis, with the highest rated securities receiving the highest priority and so on down the scale. This cascade of risk and reward provides the leverage to enable the Subordinated Notes to offer investors the potential for higher returns than would be received by investing directly in the high yield assets. These Subordinated Notes constitute Euro 60 million of the total fund size of approximately Euro 400 million. Investors in the fund could therefore expect annual yields of between 62bp over Euribor and more than 15%, depending on their chosen risk profile. 2. Collateralised Debt Obligations explained Collateralised debt obligations (CDOs) are special purpose vehicles that invest in a diversified portfolio of assets. The investments in CDOs are funded through the issuance of several classes of securities, the repayment of which is linked to the performance of the underlying securities that serve as collateral for the CDO liabilities. The technology is similar to that used by banks for securitizing their loan portfolios; however, with CDOs it is used as a leveraged investment vehicle rather than a capital management tool. The investments are managed by an experienced investment manager, and the securities issued by the CDO are tranched into rated and unrated classes, which vary according to the expected return and corresponding risk. The underlying portfolios typically consist of non-investment grade debt instruments, which may include high yield bonds, leveraged loans and other similar instruments. This information does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an exemption from such registration. Any offering of securities to be made in the United States will be made by means of an offering memorandum that may be obtained from the issuer and that will contain detailed information about the issuer and the management, as well as financial statements. 3. Overview of the markets for Collateralised Debt Obligations and High Yield Bonds The market for CDOs is the fastest growing sector of the asset backed securities market. The first CDO was created over ten years ago, and it is now an established instrument for investors and an attractive vehicle for asset managers. Since the first CDO in 1988 through the first quarter of 1999, Moody's has rated over 200 CDOs with a rated volume in excess of $70 billion. The earliest CDOs were backed by portfolios of US high yield bonds. Later transactions introduced additional asset classes, but the majority of CDOs continue to include a portion of high yield bonds. The high yield bond market in the US is well-developed and has been a viable source of funding for non-investment grade US companies for over 20 years. The high yield bond market for European borrowers is a more recent development, commencing in the last several years, and has experienced rapid growth since then. New issue volume in the global high yield market since 1997 totalled $330.9 billion, while new issue volume in the European high yield market over the same period totalled $35.4 billion. 4. Intermediate Capital Group ICG is the leading arranger and provider of mezzanine finance to non- investment grade companies in Europe. It was founded in 1989 and subsequently listed on the London Stock Exchange in 1994. The company has a market capitalization of £266 million and balance sheet resources of approximately £500 million. ICG has arranged or provided in excess of £1.2 billion of mezzanine finance in 120 transactions. It retained for its own account over £750 million of this, with the remainder either invested on behalf of its fund management clients or syndicated to third parties. As of January 1999, ICG's portfolio totalled £394 million of assets, which consisted of investments in 61 different companies, and it managed an additional £175 million for its fund management clients. Up to January 1999, ICG has realised 46 investments, resulting in an average annual rate of return of between 20% and 25%. ICG has offices in London and Paris and employs 18 professionals, who together have many years of investment experience and of analysing credit and providing mezzanine finance throughout Europe. ICG is regulated by the Investment Management Regulatory Organisation Limited (IMRO). 5. Morgan Stanley Dean Witter Morgan Stanley Dean Witter & Co. is a global financial services firm and a market leader in securities, asset management and credit services. The Company has offices in New York, London, Tokyo, Hong Kong, and other principal financial centres around the world and has 456 securities branch offices throughout the United States. High Yield Underwriting Capabilities * Morgan Stanley Dean Witter is a leader in the high yield market globally. * In 1998, it won the IFR award of 'European High Yield Bond House' of the year. * Morgan Stanley Dean Witter was the largest underwriter of European High Yield Bonds in 1998. Innovative CDO Structuring Capabilities * Morgan Stanley Dean Witter was one of the earliest firms to develop CDO structuring technology and placement capabilities, and remains a market leader. * As of June 1999, Morgan Stanley Dean Witter has completed 50 CDOs, the total volume of which exceeds $15 billion. Depth of Resources in CDOs The Morgan Stanley Dean Witter CDO team senior management has been largely intact since its inception in 1988: * Over 30 professionals dedicated to structuring, executing and marketing CDO transactions. * 5 dedicated traders providing liquidity for Morgan Stanley Dean Witter CDO transactions. * Research coverage of CDO product, provided by Asset Backed Securities research group. International Distribution An institutional salesforce of over 700 professionals worldwide and a Dean Witter salesforce network spanning 381 offices and 50 middle market offices in the U.S. facilitate broad distribution and provide access to new investors.
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