Morgan Stanley Dean Witter continues to be one of the most active players in Europe, returning to market recently with the fourth securitization from its European Loan Conduit.

The deal, worth GBP462.175 million ($677.2 million), securitizes a mortgage loan made by the bank for six shopping centers bought in a joint venture between U.K real estate manager MPEC and Westfield Holdings, the Australian shopping-center owners. MSDW acted as sole arranger and lead manager on European Loan Conduit No.4.

Five of the shopping centers are located in England, at Tunbridge Wells, Guilford, Swindon, Bury and Derby. The other center is in Belfast, Northern Ireland. The average loan-to-value for the transaction is 72.5%.

The deal was split into five floating-rate tranches, all of which carry 5.1-year average lives with a final legal maturity of 2007. The GBP324.145 million senior class A notes were rated AAA by Standard & Poor's Ratings Services and priced at 40 basis points over three-month Libor. The AA-rated GBP40.441 million B tranche priced fairly tight against the A tranche, coming in at 50 over, while the A-rated GBP39.284 million C notes priced at 100 over Libor.

Additionally, two other subordinated tranches were structured into the deal: a GBP42.752 million in Class D notes, rated BBB-rated by S&P and priced at 190 over, and a GBP11.553 million Class E tranche, rated BBB-minus and priced at 300 over.

Credit enhancement for the class A notes comes from subordination on the B, C, D and E tranches as well as a GBP20 million liquidity facility that will be utilized in the event of a shortfall in interest payments.

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