Structured finance and securitisation in Germany
Clifford Chance provides comprehensive advice on structured finance and synthetic securitisation and has particular expertise in real estate-related non-performing financing matters. In co-operation with its tax department, practice head Oliver Kronat advised several clients, including pension funds, on the establishment of an alternative investment platform, which provides institutional investors with the regulatory environment to invest in US real estate loans and infrastructure projects, among others. He also advised BMW Bank as originator on two securitisation transactions of automotive loan portfolios totalling approximately €1bn each, and assisted Vorarlberger Landes- und Hypothekenbank with the synthetic securitisation of a portfolio consisting of Austrian and German SME loans in order to free up core capital; this transaction included guarantees from the European Investment Bank (EIB) and the European Investment Fund (EIF). Other work includes assisting Christofferson, Robb & Company with a synthetic securitisation transaction of a multi-asset portfolio by Norddeutsche Landesbank, advising an asset manager on the securitisation of finfech loan receivables, and acting for a German credit institute on the issuance of various promissory note loans as part of the financing of real estate project developments.
Hengeler Mueller ‘is extremely responsive to clients’ needs’ and ‘sticks to the agreed schedule irrespective of work involved’. The team advises clients on the issuance, restructuring and transfer of classic equity tier 1 and tier 2 capital market instruments and hybrid instruments and assists several German and international banks and other financial institutions with OTC and exchange-traded derivatives including various related issues. Martin Geiger, who is now predominately based in the London office, advised abcbank on the securitisation of leasing receivables, while Dirk Bliesener acted as lead counsel for Bayerische Landesbank, assisting the client with the structure and documentation of a new debt product enabling the issuance of the Krügerrand gold bond comprising up to 250,000 securities. Stefan Krauss advised Deutsche Bank on its conditional pass-through structured covered bond programme guaranteed by SCB Alpspitze UG, the first debt issuance programme of Deutsche Bank for covered bonds; it amounted to €35bn. The client also received assistance with the true sale securitisation of housing loans. Senior associate Heike Kainer is also recommended.
Linklaters’ ‘responsive’ team ‘understands the needs of its clients’ and assists commercial and investment banks alongside companies with a wide range of synthetic securitisation and structured investment products as well as derivatives and OTC transactions including banking regulatory issues, which are frequently dealt with in co-operation with its banking regulatory practice. Recently, the practice assisted an asset manager with the creation of a structured debt sub-participation programme, and advised another financial sector client on the synthetic securitisation of a portfolio of senior loans. Christian Storck acted for Syngenta on the negotiation of derivative contracts, and Barbara Lauer advised four banks on the €680m securitisation of auto loan and lease receivables. Kurt Dittrich heads the practice, which includes counsel Jörg Fried and ‘extremely knowledgable securitisation expert’ Burkhard Rinne, who, according to clients, is ‘a safe pair of hands’.
Allen & Overy LLP
Allen & Overy LLP ‘puts teams together quickly, and in doing so, reduces turnaround times’. German and international investment banks, financial institutions and private equity funds regularly instruct the team to advise on structured finance and loan portfolio transactions in the SME, ship and real estate loan sectors as well as in the energy and infrastructure space, while also benefiting from the team’s expertise in derivatives. Being able to call on colleagues from other departments to advise on various other matters such as banking supervisory and insolvency-related issues complements this offering. The ‘very service-oriented and knowledgeable’ Stefan Henkelmann acted for an international investment bank as the arranger on matters pertaining to a secured funding transaction with a German bank backed by a portfolio of SMR corporate loans, while Martin Scharnke and banking supervisory law expert Alexander Behrens assisted four international investment banks with operations in London with the relocation of their derivative businesses to Frankfurt am Main. Other work includes advising US financial investor Cerberus Capital Management on the acquisition of an NPL portfolio from HSH Nordbank. In November 2017, Kai Schaffelhuber left the firm to work independently, while Christian Klöpfer was appointed counsel.
Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer’s client roster includes several financial institutions and investors, which benefit from the team’s close links with other related practice areas, and which instruct the practice to advise on structured finance and structured financial products alongside loan and portfolio securitisation. Konrad Schott advised an English credit institution on the adjustment and reinsurance of a long-term equity collar programme, and acted for a local authority on the restructuring of a long-term swap including a finance structure between the client and two German banks. HSH Nordbank is also among the team’s clients. Christoph Gleske heads the team. Bernhard Kaiser retired in May 2018 but continues to work as of counsel.
As an integral part of the firm’s DCM practice, Hogan Lovells International LLP’s ‘very client-focused and efficient’ securitisation team is ‘very experienced in securitisation transactions’, most notably in the automotive sector, and has expertise in securitised derivatives. The latter area received a boost when Jochen Seitz, Peter Maier and counsel Markus Brusch joined the firm at the end of 2017 from Mayer Brown LLP. Clients, including several German and international banks, also benefit from the team’s ‘excellent service level’ and its ‘balanced price-performance ratio’ as well as its ‘very good international network and internal co-operation, leading to seamless support in cross-border matters’. Sven Brandt advised Crédit Agricole Corporate and Investment Bank on the drafting and drawing of an €8bn structured bond and certificates programme, while Seitz and Maier assisted an international investment bank with the creation of an issuing platform to facilitate the issuance of various structured products such as debt securities, certificates and leverage products. The ‘solution-oriented’ Dietmar Helms, who also stands out for his ‘good understanding of clients’ needs and openness to innovative structures’, and, according to clients, is ‘among the leading lawyers in the German-speaking region for ABS transactions’, advised Société Générale on the securitisation of German auto loans. Julian Fischer is also recommended.
White & Case LLP focuses on providing banks and insurance companies with advice on structured financing and funding solutions, including NPL and capital relief transactions, as well as securitisation and banking supervisory matters. ‘Very experienced’ team head Dennis Heuer and local partner Daniel Baierlein advised Norddeutsche Landesbank Girozentrale on a loan portfolio transaction in respect of a €10.1bn reference portfolio; the reference portfolio consisted of approximately 4,300 loans comprising, among others, renewable energy finance, aviation finance, infrastructure and German mid-cap loans. Acting as transaction counsel, the team assisted Santander Consumer Bank with an ABS securitisation of consumer loans, and, in other work, advised Cerberus Capital Management on the acquisition of several large-scale distressed loan portfolios from HSH Nordbank as part of the bank’s privatisation. Together with its London office, the team also advised Trafigura, a commodities trading and logistics company, on the establishment of a true-sale commodity securitisation programme.
Ashurst LLP’s offering includes structured finance, OTC derivatives and securitised derivatives with a focus on retail products, while the team also assists banks and companies with securitisation matters in various asset classes and most notably those pertaining to true sale transactions. Martin Kaiser is the key contact for true sale transactions, while team head Tobias Krug focuses on securitised derivatives and OTC derivatives alongside hybrid and convertible bonds; Krug advised Patrimonium on the issuance of circa ten secured bonds subscribed by Patrimonium Middle Market Debt Fund, and, in co-operation with the London office, he acted as European counsel for Barclays in matters pertaining to various retail structured product platforms and underwriting projects.
Baker McKenzie’s strength lies in handling asset-backed securities in the automotive sector, while the team also deals with matters concerning other asset classes, as well as multi-jurisdictional ABCP transactions involving trade receivables, leasing receivables and residual value receivables. Its client roster includes German and international banks, corporates and insurance companies. Oliver Socher and Sandra Wittinghofer are the main contacts. Counsel Michael Huertas joined Dentons as partner in April 2018.
Dentons provides ‘very good, timely and extensive advice, which also includes indirectly addressed risks and alternative solutions’. The ‘internationally well-positioned and pragmatic’ team has ‘solid expertise in securitisation transactions and structured finance’ and continued its growth path throughout 2017 and 2018: in summer 2017, counsel Markus Schrader joined from an in-house role, and, in April 2018, Michael Huertas arrived from Baker McKenzie. The ‘competent, reliable and solution-oriented’ Arne Klüwer advised a financial services institution on a warehouse financing transaction based on a collateral structure, and also has experience in the restructuring of distressed transactions. Other key members of the team include the ‘very reliable, quick and competent’ Mortimer Berlet and the ‘very client and solution-oriented’ Matthias Eggert, who is ‘very committed and clever’ and has ‘profound product and industry knowledge’. Recently, he assisted Volkswagen Financial Services with a €2bn programme for the issuance of asset-backed notes by Driver UK Master.
The ‘fine’ practice at Jones Day is particularly strong in the securitisation of car loans, leasing receivables and trade receivables alongside banking supervisory matters but the team also handles derivatives, leading to regular instructions from national and international credit institutions, companies and alternative lenders. ‘Very professional and client-oriented’ team head Ulf Kreppel advised FCA Bank on the introduction of a securitisation programme for car loans and leasing receivables. Martin Schulte joined in May 2018 as European counsel and was previously at the European Central Bank (ECB).
Mayer Brown LLP
Mayer Brown LLP has ‘a deep understanding of the market and the client’s situation’ and is also rated for its ‘timely responses’ and ‘strong links with its global network’. Its advice is based on ‘a good balance between risk assessment and pragmatism’, enabling the practice to cover a wide range of structured finance work, while having particular expertise in cross-border transactions and asset-based lending. In the derivatives space, the team had to face a loss with the move of Jochen Seitz, Peter Maier and counsel Markus Brusch to Hogan Lovells International LLP at the end of 2017. This area of work is now covered by Patrick Scholl, who regularly advises on regulatory derivatives matters. He assisted the Association of German Banks with the creation of a market-wide documentation standard for the implementation of the initial margin requirements under EMIR. Other clients include Landesbank Baden-Württemberg (LBBW), Deutsche Derivate Verband (DDV), DekaBank Deutsche Girozentrale and Commerzbank. Andreas Lange and Ralf Hesdahl are other key members of the team.