Mansfield Trust Issues $235.3M Certificates

On July 24, 2001, Mansfield Trust (recently established by Sun Life Assurance Company of Canada) issued by way of a prospectus filed in all Canadian provinces approximately $253.3 million of pass-through certificates representing co-ownership interests in a pool of 86 commercial mortgages originated by Sun Life. Five series of sequential pay certificates and one series of interest-only certificates, each rated by four rating agencies, were offered to the public, and three series of sequential pay certificates were privately placed. The aggregate amount of credit enhancement provided to the highest “AAA” rated certificates by the lower rated certificates was 12.75 per cent, believed to be the lowest level of credit enhancement achieved for CMBS transactions in North America. Sun Life is acting as master servicer and special servicer for the mortgage pool. Scotia Capital led the underwriting syndicate, which included CIBC World Markets, National Bank Financial and TD Securities.

In-house counsel for Sun Life were Sam Steel, Assistant Vice-President and Associate General Counsel, Natalie Ochrym, Senior Counsel and Alec Svoboda, Senior Counsel. The Torys team acting for Mansfield Trust and Sun Life included Michael Feldman, Rose Bailey, Simon Knowling and Jennifer Friesen, with tax advice from John Unger. Marc J. MacMullin, Simon R. Fitzpatrick, Manfred F. Lam (securitization), and James G. Morand (tax) at McCarthy Tétrault LLP acted for the underwriters. Martin Fingerhut and Martin Herman at Blake, Cassels & Graydon LLP acted for Wells Fargo Bank Minnesota, National Association, the Reporting Agent. Dan Gormley at Goodmans LLP and Patrick Respeliers at Morrison & Hecker LLP acted for Midland Loan Services, Inc., the advancing agent and back-up servicer.