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Structured finance and securitisation in Germany

Clifford Chance

Clifford Chance's team led by Oliver Kronat has extensive expertise in structured finance and alternative investments, based not least on its close cooperation with the tax and regulatory practices. The core structured finance team puts significant emphasis on securitisation transactions and their regulatory classification. This includes term securitisation and true sale, synthetic securitisations, trade receivables and portfolio transactions. Mandates pertaining to funds are typically handled by Gregor Evenkamp, while the firm's US practice is called upon in instructions relating to US law. This broad range of service is used by an equally broad client base, including credit and financial services institutions, asset managers, originators, investors and corporates in Europe and the US. The sectoral range covers various industries; during the research period, the team has been particularly active in healthcare, manufacturing, automotive, fintech and real estate. Counsel Hannes Deusch is a key member of the team, handling a broad spectrum of securitisation.

Practice head(s):

Oliver Kronat

Other key lawyers:

Gregor Evenkamp; Hannes Deusch

Testimonials

‘The establishment and long-term support of our complex ABS program is characterized by its reliability and expertise in the area of structured finance and securitization.

The colleagues are always very easy to reach, very customer-oriented and try to implement customer ideas with foresight. Deep and broad knowledge and very high professionalism. The possibility of calling in colleagues in other legal systems is always helpful. Appointments are kept very well.

Oliver Kronat and Hannes Deusch: Proven expertise in the field of structured finance and securitization with helpful and creative solutions.

Oliver Kronat: In particular, knowledge in the regulatory area (banking supervisory law, ECB) is always up-to-date (also with regard to the current state of discussion) and comprehensive.

Hengeler Mueller

Hengeler Mueller covers all segments of structured finance and, during the research period, has been frequently instructed to advise on the securitisation of lease receivables. In other work, the practice assists banks and companies with true sale securitisation, the securitisation of mail-order receivables, synthetic CLO transactions and structured bonds. Stefan Krauss regularly takes the lead in the last-mentioned segment but he is also one of the key contacts for derivatives and banking regulatory issues. Other core members of the team include Martin Geiger, who frequently advises on real estate financings and refinancing through CMBS as well as on the securitisation of leasing and loan portfolios, and banking and financial supervisory law expert Dirk Bliesener.

Linklaters

Linklaters follows an integrated advisory approach based on the close cooperation with the firm's tax and regulatory teams on one hand and with its various offices across its network on the other. This integration results in a broad service portfolio covering all issues pertaining to derivatives and portfolio transactions as well as synthetic and true sale securitisations, and includes (Brexit-related) regulatory issues. In Brexit-related work, practice head Kurt Dittrich routinely acts for banks, while, in the other key areas, he also acts for asset managers and covers various asset classes. Alongside Dittrich, Burkhard Rinne is one of the key contacts for structured finance, as is Barbara Lauer, who focuses on asset-based structured finance.

Practice head(s):

Kurt Dittrich

Testimonials

Very high technical and market knowledge and very constructive cooperation.

Very good and very large team, which is professionally broadly positioned. Represented in all relevant jurisdictions in a similar quality as in Germany, so that we can react quickly to short-term advice needs.

Christian Storck: Always available, broad-based and pragmatic.

Burkhard Rinne is technically excellent.

Kurt Dittrich is always available and has absolute integrity.

Allen & Overy LLP

Allen & Overy LLP works closely with various practice groups and offices to advise German and international investment banks and financial institutions, asset managers and private equity firms on synthetic securitisations and portfolio transactions as well as on the traditional securitisation of loan and trade receivables and individual stand-alone transactions. As well as handling securitisation and other structured finance work, practice head Martin Scharnke also advises on derivatives and associated regulatory issues. Stefan Henkelmann is another key contact, whose structured finance expertise covers all asset classes and transaction structures and has recently been in particular demand in the context of CMBS transactions. DCM and structured finance expert Christoph Enderstein moved to Norton Rose Fulbright in March 2020.

Practice head(s):

Martin Scharnke

Other key lawyers:

Stefan Henkelmann

Testimonials

The A&O team is technically good and up to date with the latest market developments. Large team, can offer services from different teams from a single source.

Key clients

BNP Paribas

Credit Suisse

Deutsche Bank

European Investment Bank (EIB)

European Investment Fund (EIF)

GLAS Trust

HSBC

Morgan Stanley

The Bank of New York Mellon

UniCredit

Work highlights

  • BNP Paribas and UniCredit Bank AG: Advising the Joint Lead Manager on the securitization of car loans.
  • Supranational Financial Institution: Advising on a synthetic securitization transaction involving a portfolio of consumer loans in Poland.
  • Morgan Stanley: Advice as arranger of a CMBS transaction.

Ashurst LLP

Ashurst LLP's client base, including financial institutions and debt funds, receives regular advice on structured and registered bonds but, during the research period, the team has also been increasingly active in rail vehicle finance, which is not least based on the firm-wide focus on the infrastructure sector. With Tobias Krug, the team is also well placed to handle securitised and OTC derivatives, including related regulatory matters. Martin Kaiser is the key contact for securitisations and STS transactions.

Practice head(s):

Tobias Krug; Martin Kaiser

Dentons

Due to the cooperation with colleagues from the firm's international network and the integration into the German banking, finance and capital market group, Dentons is able to cover a broad range of topics, leading to a diversified client portfolio. It includes national and international financial institutions, investment funds and alternative investors. This type of work resembles the expertise of practice head Arne Klüwer, which means that the practice regularly advises on various structured finance and distressed transactions. Within the securitisation space, the team covers all asset classes and advises on loans, leasing and trade receivables as well as inflation-indexed leaseholds and discounted cash flows (DCF). Mortimer Berlet, who covers an equally broad range of structured finance, moved to Deutsche Bank in June 2019. The team's interface capabilities with DCM were however strengthened with the arrival of Oliver Dreher from CMS in December 2019.

Practice head(s):

Arne Klüwer

Key clients

Bank Vontobel

Bayern LB

CRX Markets

Deutsche Bank

Hamburg Commercial Bank

NIBC

PEAC (Germany) GmbH

S-Kreditpartner

UniCredit Bank

Volkswagen Financial Services

Wilmington Trust SP Services

Work highlights

  • Investment Bank Berlin: Advice in connection with the structuring of the EU Malaria Fund to promote projects for the prevention and control of malaria and the development of a vaccine against Covid-19. The fund’s target volume is up to € 280 million, with an initial closing of € 70 million at the beginning of June 2020.
  • S-Kreditpartner: Advice on the second edition of a program arranged by a German SPV under the TSI platform, which is financed by a promissory note loan. The arranger is the Landesbank Baden-Württemberg.
  • Hamburg Commercial Bank: Advice on numerous mandates relating to the Smart Fact financing platform. Including some leasing financing, numerous transactions with the purchase of continuously generated trade receivables as well as the comprehensive adjustment of an existing financing program with the addition of a new financing line for Smart Fact.

Hogan Lovells International LLP

Hogan Lovells International LLP is best known for securitisation transactions in the automotive industry and also has notable expertise in securitised derivatives, trade receivables transactions and ABCP conduit deals. This type of work is predominantly handled for banks but the team also deals with mandates from medium-sized companies. National and international banks also receive ongoing advice on the issuance of structured products for private clients. Handling work pertaining to capital market products and capital market transactions, which frequently lies at the regulatory and supervisory interface, forms an important pillar of the practice. For pan-European and global securitisation transactions, the practice works closely with the firm's international offices. Practice head Sven Brandt focuses on international placements, structured issuances and international ABS transactions.

Practice head(s):

Sven Brandt

Key clients

Barclays Bank

Bayerische Landesbank

Cluno GmbH

Daimer Chrysler Bank

Deutsche Bank

Deutscher Derivate Verband

Erste Abwicklungsanstalt

Erste Group Bank

HSBC Bank

Leonteq Securities AG

Marex Financial

Mercedes Benz Financial Services Italia

Norddeutsche Landesbank

Opel Vauxhall Finance and BNP Paribas

Volkswagen Bank

UniCredit Bank

Work highlights

  • Globally active asset manager based in Switzerland: Advice on updating the German and English-language base prospectuses for the issuance of structured products in the European market, including the conversion of the documentation to the requirements of the new prospectus regulation.
  • Bavarian Landesbank: Advice on the annual update of your base prospectuses for certificates and bonds.
  • Marex Financial: Advice in connection with setting up and updating an issuing platform for the issuance of structured products.

White & Case LLP

White & Case LLP's integrated approach makes it well placed to advise on domestic and cross-border structured finance transactions that require German, English and US legal knowledge and associated regulatory expertise. This makes the practice an attractive advisor for banks and investors, especially funds. In securitisation, the team handles the traditional and synthetic securitisation of various asset classes, and has recently been particularly active advising on car loan and leasing portfolios alongside NPLs, ABS securitisations and true sale programmes. Structured finance expert Dennis Heuer heads the practice, which includes Andreas Lischka. He made partner in January 2020 and, like Heuer, covers a broad range of structured finance.

Practice head(s):

Dennis Heuer

Other key lawyers:

Andreas Lischka

Testimonials

The team has unique knowledge and experience in its area of activity and uses the international network very well. Not only the legal aspects are convincing, but also the profound knowledge of market conditions and the economically oriented thinking.

The team is calm, straightforward and extremely focused.

Dennis Heuer: An extremely competent lawyer with deep knowledge of the market and professional competence. He knows how to put his team together according to the deal, also across borders, so that the client can concentrate on the essentials, while appropriate lawyers in the relevant countries / offices take care of the local aspects. The calm, ultra-efficient negotiating style is also a strength.

Dennis Heuer is an extremely good lawyer with an excellent overview and very good market knowledge.

Key clients

Intrum

Hoist Finance

European Investment Fund (EIF)

Crédit Agricole Corporate and Investment Bank

FWU

Hapag-Lloyd

Deutsche Bank

Santander Consumer Bank

Société Générale

Banco Santander

Wells Fargo

ING Bank N.V.

Cross Ocean

BayernLB

Work highlights

  • inwards by: Advising on the acquisition and spin-off of the Recovery Banking Unit (RBU) of the largest Greek bank, Piraeus Bank, as well as the securitization of non-performing loans (NPLs) of € 28 billion, which is to be managed by Intrum through the RBU.
  • Hoist Finance AB: Advising on the first investment grade rated securitization of unsecured NPLs in Italy with a gross book value of € 5 billion.
  • Santander Consumer Bank AG: Advising on a € 3.8 billion ABS securitization of consumer and commercial car loans rated by Moody’s and DBRS Ratings. Société Générale SA acted as arranger and manager. The issuer is SC Germany Mobility 2019-1 UG.

Baker McKenzie

Baker McKenzie has a particular focus on auto ABS and on, frequently multijurisdictional, ABCP transactions pertaining to trade, leasing and residual value receivables. This offering is primarily called upon by banks, but also by corporates; both benefit from Sandra Wittinghofer's banking regulatory capabilities. She heads the practice and is well versed in securitisation across all asset classes.

Practice head(s):

Sandra Wittinghofer

Other key lawyers:

Oliver Socher

Key clients

LBBW

BNP Paribas

Merrill Lynch Intl.

ABN Amro

NIBC Bank Deutschland AG

Work highlights

  • Landesbank Baden-Württemberg and BNP Paribas: Advising the Joint Lead Managers on the VCL 29 transaction, a € 941 million multi-compartment securitization of German leasing receivables by Volkswagen Leasing GmbH.
  • Landesbank Baden-Württemberg and Merrill Lynch International: Advising the arranger and the joint lead manager on the VCL 30 transaction, a multi-compartment securitization of German leasing receivables by Volkswagen Leasing GmbH.
  • ABN Amro Bank N.V.: Advising as joint lead manager, custodian bank and swap contract partner in connection with the sale of German lease receivables originating from LeasePlan Deutschland GmbH to Bumper DE SA

Jones Day

Embedded in the firm's European team, Jones Day advises financial services institutions, debt funds and asset managers on domestic and cross-border securitisation and structured finance transactions. In addition to traditional securitisation transactions, most notably auto loan and leasing as well as trade receivables, and the renewal of securitisation programmes including related matters, which are mostly handled by practice head Ulf Kreppel, advising on blockchain-based transactions has become an increasingly important part of the business. Nick Wittek is the key contact in this space; he also advises on derivatives and derivative-based financing.

Practice head(s):

Ulf Kreppel

Other key lawyers:

Nick Wittek

Testimonials

Ulf Kreppel: Very professional, client-oriented and solution-oriented.

Key clients

Exide Technologies

Exporo AG

Deutsche Börse / Repo Transaktion

Volkswagen Bank GmbH

Work highlights

  • Exide Technologies: Advised one of the world’s largest providers of energy storage models to the automotive and industrial markets on a $ 1.1 billion bond issue in connection with a major global refinancing and recapitalization transaction.
  • Exporo AG: Advising the German FinTech company, specializing in crowdfunding and blockchain-based real estate (re) financing, on Dutch and German law in connection with the initial issuance of token-based bonds on the Ethereum blockchain and the development of the real estate investment business in the Netherlands.
  • Volkswagen Bank GmbH: Transaction advisor in connection with Driver Master, the securitization platform for German car loans with a total volume of € 20 billion.

Mayer Brown LLP

In structured finance, Mayer Brown LLP routinely advises on cross-border transactions with particular emphasis on asset-based lending. In other work, the team assists national and international issuers with the issuance and the distribution of structured products, such as certificates, warrants and bonds. The team is also noted for its substantial expertise in OTC derivatives and derivatives clearing, which includes advice on the implementation of the European Market Infrastructure Regulation (EMIR). These regulatory matters are the main focus of practice head Patrick Scholl.

Practice head(s):

Patrick Scholl

Other key lawyers:

Andreas Lange

Key clients

DekaBank DeutscheGirozentrale (DekaBank)

Deutsche Bank AG

Bankenverband der deutschen Banken

Landesbank Baden-Württemberg (LBBW)

Société Générale Corporate & Investment

Hamburg Commercial Bank (HCOB; ex HSH Nordbank AG)

Bayerische Landesbank (BayernLB)

Deutscher Derivate Verband

UniCredit Bank AG

Commerzbank AG

Work highlights

  • Bank Julius Bär & Co. AG: Advice in connection with the documents for the public offer within the framework of the EU prospectus regime for the distribution of structured products and bonds in the EU and Switzerland.
  • DekaBank: Advising on the update of your base prospectus for bonds, structured bonds and credit-linked notes on the transition to the new prospectus law in 2020
  • Bundesverband Deutscher Banken eV (BdB) and the working group on financial futures: Advice on the creation and further development of the new market standard IM (Initial Margin) collateral annex (with additional accompanying documents) for the German Master Contract for Financial Derivative Transactions (DRV) for the provision of IM collateral within the framework of EMIR and other derivatives regulations.