Securitisation in London
'The clear leader in European securitisation and loan portfolios, representing the majority of bidders in competitive sale processes', remarks a client of Allen & Overy LLP. Another notes that it has 'excellent subject matter knowledge, good business expertise and dedication to meet challenging timetables'. The firm has a deep bench of talent advising all parties on precedent-setting transactions involving all asset classes, including residential mortgages, commercial mortgages, consumer loans, corporate loans and CLOs, auto loans and leases, trade receivables, public sector, project finance and infrastructure. In 2019, its cutting-edge work included River Green Finance 2020 DAC, which was the first European CMBS structured as a green bond. Salim Nathoo leads the securitisation practice, in which the leading lights are the vastly experienced Sally Onions; Lucy Oddy, who is 'always very response, which is very impressive considering how many deals she works on'; Tom Constance; and the 'smart, capable and practical' Tim Conduit. Structured finance partners Franz Ranero and Suril Patel focus heavily on CLOs as part of an integrated practice involving the London and New York offices. Angela Clist is now head of the firm's Legal Services Centre in Belfast.
‘A&O is the clear leader in European securitisation and loan portfolios, representing the majority of bidders in competitive sale processes. They have more knowledge of the latest issues affecting the respective pools as a result.’
‘I have worked with Lucy Oddy on all of my deals. She has helped us negotiate excellent terms in the related documentation and is always very response to any queries, which is very impressive considering how many deals she works on.’
‘The firm has excellent subject matter knowledge, good business expertise and dedication to meeting timetables, which are often challenging.’
‘Salim Nathoo has a huge amount of experience and knowledge, and an excellent ability to explain items and bring this expertise to life.’
‘This department has Tim Conduit in it, who is smart, capable and practical. He is not a sycophant. He gives clear, helpful advice and his research is great.’
‘Tim Conduit is great. He is so practical, reliable and pragmatic. He gives you legal advice you are confident is correct and he helps you to take a considered commercial decision. He is just very, very clever.’
- Advised the managers on the first European commercial mortgage-backed securitisation (CMBS) structured as a green bond, River Green Finance 2020 DAC.
- Advised the arranger in relation to a unique synthetic securitisation referencing a portfolio of UK renewables. The £1.1bn transaction is the first deal of its kind to reference a portfolio of exclusively UK ESG (environmental, social, and governance) assets.
- Advised Nationwide Building Society in connection with the first SONIA and STS securitisation transaction publicly placed in the UK.
'They are thought leaders delivering exceptional client service and market coverage', say clients of the securitisation practice at Clifford Chance LLP, praising the firm's 'sheer capacity, the delivery and the ability to solve problems and get transactions over the line'. It has one of the largest structured finance, securitisation and derivatives practices of any global law firm and its work spans the entire spectrum of asset classes. Alongside traditional asset classes, the practice structures and executes a growing number of transactions involving the fintech market including the first European securitisation by Funding Circle and its first public securitisation in the UK. It has a team that is recognised for its expertise in innovative securitisation techniques, European portfolio disposal work including NPLs, and a range of asset-backed financing, multi-jurisdictional receivables financing, loan on loan deals, CMBS and repacks of commercial real estate assets. Its client base is equally diverse, covering sponsors, issuers and originators, arrangers and dealers, trustees, swap providers, servicers, governments, regulators and rating agencies. Kevin Ingram, who is on the Executive Committee of the Securitisation Division of AFME, leads the practice. Among the other key partners are Christopher Walsh, real estate finance partner Emma Matebalavu, structured debt partner Maggie Zhao, developing markets specialist Simeon Radcliff and Andrew Forryan who handles whole business, mortgage and real estate securitisations. Stephen Curtis moved to Latham & Watkins.
‘They are thought leaders delivering exceptional client service and market coverage.’
‘We appreciate the sheer capacity, the delivery and the ability to solve problems and get transactions over the line.’
Bank of America Merrill Lynch
- Acted on the establishment, and subsequent restructuring and refinancing, of a new and innovative multi-jurisdictional trade receivables securitisation platform backed by trade receivables acquired by Stenn Assets UK Limited, as part of its own invoice financing and factoring business, from suppliers or other third-party factoring companies.
- Acted as English, Spanish and Luxembourg legal adviser to J.P. Morgan Securities plc as Arranger and Lead Manager on the first Spanish non-performing loan and REO securitisation transaction to be issued into the capital markets.
- We acted for the arrangers, advising on English and New York law on a credit card backed master trust issuance backed by NewDay’s own-brand near-prime credit card portfolio, the senior US-dollar notes placed into the US pursuant to Rule 144A; this transaction also saw NewDay become the first securitisation issuer to use a Sterling SONIA to US dollar SOFR swap to support the US dollar-denominated bonds.
Linklaters LLP has 'high-quality, accessible, partners with broad asset experience, and a deep bench of high-quality associates enabling them to take on deals of all sizes'. Widely acknowledged as one of the leading securitisation firms in London, it has an eight-partner team working as part of an integrated securitisation and structured finance practice that covers the full range of asset classes, including both "true-sale” asset securitisations involving mortgage-backed securities, trade receivables and non-performing loans, as well as whole-business deals. In 2019, the firm advised lead managers on the first UK master trust issuance to qualify as STS under the new securitisation regulations. Its work also included the largest UK RMBS in 2019 and the year's largest UK portfolio sale. Practice head Andrew Vickery is 'probably the number one structured finance partner in London with the best combination of outright legal ability and commercialism'. Also recommended are James Harbach for RMBS, CMBS and real estate deals; founder of the structured finance and global securitisation practice Julian Davies; Adam Fogarty for RMBS, CMBS and ABS; Alexander Shopov, who also handles ABCP, covered bonds and challenging new asset classes; and junior partners Mark Nuttall and Reza Taylor. Newly promoted partner Thomas Quoroll handles loan portfolio sales and advises sponsors and arrangers on asset-backed financing.
Other key lawyers:
‘Linklaters is very responsive compared to other firms, and able to take a very commercial and pragmatic approach to getting things agreed.’
‘Adam Fogarty provides an excellent service.’
‘The team has been great in supporting the expansion and development of our growing range of bespoke and unique financing offerings, particularly in the receivables financing and data-driven supply chain finance space.’
‘Counsels Will Trotman and Tom Quoroll particularly stand out for their strong structuring capabilities, quick turnaround times and ability to quickly integrate the firm’s specialist functions into the client’s product development and transaction deal teams.’
‘The firm has high-quality, accessible, partners with broad asset experience, and a deep bench of high-quality associates enabling them to take on deals of all sizes.’
‘Andy Vickery is probably the number one structured finance partner in London with the best combination of outright legal ability and commercialism.’
Davidson Kempner Capital Management
Associated British Ports
- Advised Citi in connection with its acquisition and multiple securitisation financings of a portfolio of approximately £5bn of UK residential mortgage loans and unsecured consumer loans originated as part of the Northern Rock loan book. This was the largest UK portfolio sale in 2019.
- Advised Cerberus as sponsor on the £4bn Granite 4 residential mortgage public securitisation, the largest UK RMBS in 2019 (and one of the largest of all time).
- Advised Caruna group, the largest electricity distribution system operator in Finland, on their first ever “Midco” debt-raise. This is also the first whole business securitisation in Europe to establish a MidCo WBS programme.
'The partner involvement is very strong in comparison to other firms', says a client of Ashurst, while another notes that it 'consistently delivers in highly complex transactions'. The London securitisation practice, which climbs the ranking this year, was founded in 2018 with experienced senior hires and the firm has quickly built a strong client base of issuers, arrangers, dealers, funders, originators, lead managers, trustees, agents and special purpose vehicle managers. BNP Paribas, Banco Santander SA and Credit Suisse are among its key clients. It has also become increasingly active across all structures and asset classes including innovative warehouse transactions and quasi-securitisations, auto loan ABS deals, trade receivables, fintech securitisations, green securitisations, ABCP, CMBS, RMBS, NPL portfolios and shari'ah-compliant structures. The 'practical, responsive and client-focused' Jonathan Walsh leads the three-partner practice, in which the 'personable, supportive and friendly' Thomas Picton is recommended for RMBS and auto ABS deals. Senior associate Sarah Gant is also recommended as 'a standout high performer and a future leader in the field'.
‘The partner involvement is very strong in comparison to other firms.’
‘The firm has strong technically across a number of asset classes and capital structures.’
‘They take a supportive approach to their work and, as a client, I completely trust them because I know they will keep our interests at the core and that is evidenced via support we receive beyond the fee-paying components.’
‘Tom Picton has come in and set up a strong team with a breadth of skills and knowledge across it. I value Tom’s personable, supportive and friendly approach and it is a comfort to know he so involved in all our deals.’
‘In comparison to competitors, it has a consistent friendly and relatable team that we value. It is important to connect on a personal level as much as it is to be supported by a strong knowledgeable and technical team.’
‘The firm is very client-focused, very commercial and has great industry knowledge. It is a firm we can call upon and get their market view, plus we trust it.’
‘Jonathan Walsh has exceptional market knowledge and he is practical and very responsive. He gives an honest view and is so client-focused even if it is detrimental to him. For example, once we were going to have him review something, but he was upfront and said we shouldn’t spend the fees as in his opinion it wasn’t worth the cost of the review for various reasons. I don’t know another firm which would have put our interests first like this – they would have undertaken the review for the money.’
‘It has a well managed team of structured finance lawyers headed by Jonathan Walsh that consistently delivers in highly complex transactions. The Ashurst team is a one-stop shop for structured finance with the ability to provide solutions for ad hoc problems whilst balancing the interests of multiple parties and getting to the right place.’
‘Jonathan Walsh runs an impeccable practice that covers all basics in complex financings.’
‘Senior associate Sarah Gant is a notable standout high performer and a future leader in the field. She is practical, succinct and technically to the point.’
Santander UK Plc
Lloyds Bank Corporate Markets
Praetura Asset Finance Group Limited
Banco Santander SA
Bank of America Merrill Lynch
Glenhawk Financial Services Limited
- Advised Shawbrook Bank as originator on their inaugural public securitisation of buy-to-let mortgages (Shawbrook Mortgage Funding 2019-1 plc).
- Advised Aldermore Bank plc, a leading UK challenger bank, as originator on the launch of its first public STS securitisation in which £381,136,300 in notes was issued by Oak No.3 plc, a special purpose vehicle backed by a portfolio of prime mortgages originated by Aldermore.
- Advising Santander UK plc as seller and servicer on the update of the Holmes residential mortgage master trust programme, which included changes to comply with the new Securitisation Regulation as well as ensuring the programme meets the criteria for the issuance of notes that are classified as simple, transparent and standardised (STS) under the new regulations.
Cadwalader, Wickersham & Taft LLP has a large securitisation practice with seven partners and two special counsel handling a range of work as broad as any firm in the City. From securitising traditional, niche or cutting-edge new asset classes to developing suitable structures to match the specific needs of clients as part of re-emergence of synthetic securitisation transactions, the firm is 'extremely knowledgeable, very commercial, responsive and cost-efficient and it has great depth'. The firm has a long track record of market-first transactions, either in terms of jurisdiction or underlying asset, and it continues to be involved in cutting-edge deals. It has one of the busiest CLO practices in the City and continues to be active in key asset classes such as CMBS, consumer loans and credit card receivables. The senior team comprises partner Suzanne Bell (who is 'a plain speaker who doesn't get caught up in jargon'), Robert Cannon (who is 'very technical and a great source of knowledge'), Stephen Day (who is 'a calming influence in complex negotiations'), the versatile Nick Shiren, and CLO specialists Claire Puddicombe, David Quirolo and Daniel Tobias. The team was boosted by the arrival of Matthew Duncan from Morgan, Lewis & Bockius UK LLP in mid-2020.
‘The firm is extremely knowledgeable in the area of receivables financing and securitisation. It provides excellent practical application and turnaround times with the added benefit of a vast network of international receivables financing lawyers to enable the execution of multi-jurisdictional deals.’
‘Suzanne Bell is a plain speaker and doesn’t get caught up in jargon in these complex deals. She is strong in negotiations, making well argued points and is at all times calm.’
‘The firm has strong securitisation expertise and it is very professional, providing excellent execution and follow-up.’
‘There is a constant feedback loop and they handhold the client whenever required. The interaction is pleasant and they are very professional, giving great background explanations for the client. There is a strong, female-led team and the standout partner is Suzanne Bell.’
‘They are frontrunners in securitisation with an extremely knowledgeable and very commercial team with great depth. They deal with clients and the other side very well. It is very cost-efficient and our “go-to” firm. It is very responsive when required to be.’
‘Stephen Day works well with the other side and is a calming influence in complex negotiations. He is very knowledgeable and understands various deal structures and works hard to achieve your desired objectives.’
‘Robert Cannon is very technical and a great source of knowledge.’
‘Cadwalader, particularly in Stephen Day and Suzanne Bell, has the premier experts in all things securitisation. What makes them stand out is their ability to craft creative and practical solutions that work for our business. The have a business acumen that many private practice attorneys lack.’
Kroll Bond Rating Agency (KBRA)
Swisscard AECS GmbH
Bank of America
Coöperatieve Rabobank U.A.
Premium Credit Limited
- Acted for KBRA on three European CMBS: Kanaal CMBS Finance 2019 DAC, Taurus 2019-3 UK DAC and Scorpio (European Loan Conduit No. 34) DAC
- Advised Emil Frey AG on its Swiss auto-lease securitisation transaction.
- Acted as counsel to the arrangers with respect to the structuring and documenting of De Lage Landen’s inaugural securitisation of its English law governed equipment lease and hire purchase receivables.
Dentons is highly regarded for its mortgage loan expertise and its work in securitisations involving trade receivables, trade finance and auto loans. Clients note that the 'the team shows experience and is focused on delivering the best possible outcome for the client'. For residential mortgage finance, including RMBS, covered bonds and warehousing transactions, the firm regularly advises some of the most active originators and arrangers in the market. The practice continues to be involved in cutting-edge deals and in 2019 it handled a first-of-its-kind Spanish SME securitisation. The vastly experienced Peter Voisey (who has 'exceptional knowledge of the ABS market') and leading adviser on NPL transactions Edward Hickman jointly lead the practice. Martin Sharkey (who can 'quickly get on top of new issues and present his thinking in a logical and considered way') leads the firm's European CLO practice. He has more than 15 years' experience and specialises in acting for asset managers and investors in CLO, repackaging and fund finance transactions, as well as advising arrangers on private CLOs. Catriona ’Kitty’ Lloyd leads the UK corporate trust practice and her recent work includes advising global banks on new RMBS deals and post-transaction matters.
‘The firm has long and valuable experience from the RMBS market, and has developed an exceptional practice from performing RMBS transactions in the Nordic region.’
‘Peter Voisey has a great commercial understanding, is service-minded and has a great team working together with him.’
‘The team is exceptionally knowledgeable and can draw on experts within the group which is invaluable. They are accommodating and adaptable to changing timelines and always look to offer viable solutions to challenges being faced. They are very good at explaining complex matters in an easy to understand manner and are dedicated to the work undertaken. They share valuable insight into regulatory developments and the possible implications on an ongoing basis and not just during an appointed piece of work.’
‘The team works very collaboratively, and whilst they might have their individual focus and expertise, they never appear disjointed. The team shows experience and is focused on delivering the best possible outcome for the client. They are always adaptable and readily available to answer any questions.’
‘We have worked with Peter Voisey on a number of occasions and he has exceptional knowledge in regards to ABS which is invaluable. He is supported by a strong team which ensures that the work undertaken is completed to high standards. He is always approachable and happy to discuss situations and look at different solutions for any issues that might arise.’
‘The firm provides very strong coverage and is building a particularly strong reputation amongst the Building Societies for its securitisation and covered bond capabilities.’
‘Peter Voisey is an excellent all round capital markets and structured finance partner. He provides industry-leading guidance and assurance.’
‘Martin Sharkey can quickly get on top of new issues and present his thinking in a logical and considered way.’
‘The firm has an outstanding team of professionals who provide unparalleled advice across a variety of jurisdictions in a timely manner.’
‘Edward Hickman can manage complex legal drafting and address questions related to restructuring of debt into securitisation with timely responses.’
‘We are very impressed with the team, and having worked with them for the first time in 2019, we are now well into our second project, and were happy to appoint them to support us on this important piece of work, which for us is a key strategic transaction. It is an extremely responsive and flexible team, with work on the project spread across a number of individuals allowing each workstream to progress, but with no loss of central co-ordination.’
‘The team has shown an ability to adapt to changing priorities and deadlines and to find solutions as issues arise. Resourcing of the project has been great, with the partner clearly on deck and on the ball at all times, but with associates deployed who clearly have the right knowledge and commitment.’
‘We have been able to build a good working relationship with the partner and the team very quickly and the communication has been excellent. It is the most responsive law firm we have engaged with, which has allowed us to negotiate the path through a complex project far more easily than otherwise, and has supported us as priorities and approaches have changed.’
‘We are primarily advised by Kitty Lloyd who has a wealth of experience and always delivers prompt, commercial advice. We have been pleased with the quality of the advice and we look forward to doing continued business with the firm.’
‘We have always valued Kitty Lloyd’s practical and commercial approach to solving problems.’
Skipton Building Society
Coventry Building Society
Barings (UK) Limited
Stenn Assets UK
Principality Building Society
- Advised Atom Bank, the UK’s first bank built exclusively for mobile phones, on its second public residential mortgage-backed securitisation transaction, having advised on its inaugural RMBS in 2018, and on a private warehouse transaction in 2019.
- Advised Be-Spoke Capital as origination agent and servicer on the Alhambra Funding 2019-1 transaction (and the warehouse that preceded it) which is a first-of-its-kind Spanish SME securitisation being the first such transaction to go to market and consisting of a portfolio of 52 non-investment grade senior unsecured Spanish SME Loans.
- Acting as transaction counsel to Skipton Building Society in its Darrowby No.5 RMBS transaction, which closed in February 2020; this was Skipton’s first RMBS in four years and was STS-compliant.
Hogan Lovells International LLP is known for its partner-led approach to complex and multi-jurisdictional transactions across a wide range of asset classes, as well as its involvement in innovative, market-first deals. It played a part in some of the initial STS transactions in Europe, as well as in the first AAA-rated marketplace lending securitisation at issuance, alongside portfolio sale financings and full capital stack structures. It is widely regarded as a market leader in automotive and lease deals, and is also an active player in mortgage-backed securities and whole business securitisations. James Doyle leads the international debt capital markets group, in which the securitisation practice sits. The lead practitioners are Julian Craughan who has a particular focus on consumer assets including residential, automotive and lease receivable securitisation; 'helpful and pragmatic adviser' Tauhid Ijaz who had broad-ranging expertise in securitisation, structured finance and capital markets transactions; and New York-qualified partner Dennis Dillon who focuses primarily on trade receivables deals and commercial paper conduits. Senior counsel David Hudd is also recommended and counsel David Palmer plays a growing role in the practice. Kit Johnson leads the dedicated trustee practice.
Other key lawyers:
‘We have worked with the team predominantly on trade receivable securitisations, regulatory and ABCP conduit matters. Other team members have dealt with the firm on auto-loan/lease securitisations. Dennis Dillon is an extremely well-known and experienced lawyer, who provides the most balanced feedback on potential issues and solutions for a bank.’
‘Having been involved in the ABCP conduit market for 15-20 years, Dennis Dillon would be my “go to” lawyer on anything ABCP conduit-related. I would also comment on Dennis’ ability to cover a much wider set of topics than just securitisation, as required, including general corporate matters, insolvency and other forms of lending.’
‘In the capital markets team we worked principally with Tauhid Ijaz whose advice was thoughtful and comprehensive. Tauhid is a helpful and pragmatic adviser.’
‘The securitisation team is of great quality. The desire to bring a service of quality to the arranger and its client is undeniable and is based on a deep knowledge of the product, a strong dedication and the awareness of commercial stakes. The approach of the team is to try to reach compromises quickly by proposing solutions fair for both parties but still protecting the interest of the lenders.’
‘Dennis Dillon has a great sense of communication and tries to explain issues and solutions very clearly. He is very efficient in delivering the solutions, combining this with exceptional knowledge of the product, which makes him very appreciated by both the lenders and their clients.’
Volkswagen Financial Services (UK) Limited
HSBC Bank PLC
Banco Santander S.A
Citigroup Global Markets Limited
Merrill Lynch International
Standard Chartered Bank
- Advising Volkswagen Financial Services (UK) Limited in the first STS verifications by Prime Collateralised Securities (UK) Limited (PCS) of UK automotive deals in respect of its £10bn Driver UK Master C2 Programme and its £2bn Driver UK Master C3 Programme.
- Advising a pool of international banks in connection with a $460m multi-currency securitisation facility for trade receivables originated by subsidiaries of the CEVA group located in Belgium, France, Germany, the Netherlands, Spain, the UK and the United States, and including 20+ debtor jurisdictions.
- Advising Brookfield infrastructure and PD Ports on the refinancing in full of the Group’s existing funding arrangements, which included Luxembourg listed Notes issued pursuant to a 2001 whole business securitisation, as well as debt financing and hedging arrangements, and the simultaneous entry into new debt financing facilities and related hedging arrangements.
Latham & Watkins continues to build up its securitisation practice, which has become increasingly involved in both public deals and private transactions. Though not seeking to be a high-volume player, the firm acts for funds, private equity houses, banks, issuers, sovereign wealth funds and other financial institutions in some of the most sophisticated and innovative transactions in the UK and European markets. The practice has considerable experience in ABS securitisation, cash and synthetic deals and CLOs, and it is heavily involved in structuring transactions to comply with US and European risk retention and disclosure requirements. It is undertakes work in emerging and niche asset classes such as aircraft leases, handset receivables, consumer loans, dealer notes and floor plan financing. Its innovative work is highlighted by its advice to JPMorgan on the securitisation of loans to micro-finance and SME-finance institutions in emerging markets. Sanjev Warna-Kula-Suriya leads the practice in which Jeremiah Wagner is a standout partner for securitisations and other asset-backed US-registered public offerings. The vastly experienced Stephen Curtis joined from Clifford Chance LLP in early 2020. Thomas Cochran, who handles trade receivables deals and CLOs, is also recommended.
- Advised JP Morgan, as arranger and placement agent, in relation to the international impact asset manager, responsAbility Investments AG, $175m securitisation of loans to microfinance and SME-finance institutions in emerging markets.
- Advising Stenn as English counsel in respect of a master trust structure backed by receivables originated by Stenn, and an initial warehouse financing transaction.
- Advised 23 Capital, a capital and solutions company focused exclusively on the sports, music & entertainment sectors, in connection with a securitisation of football club secured loans.
'The team is always available and extremely capable, with strong technical ability combined with commercial sense', says a client of Mayer Brown International LLP. The firm has a role in some of the leading mandates in the European and global markets, with the London practice working closely with colleagues in the US, Paris and Frankfurt. It acts for a diverse client base of leading investment banks, alternative credit providers, private equity and hedge funds, asset managers, pension funds, insurance companies and multinationals. Alongside major asset classes such as RMBS and CMBS, the firm is also involved in deals involving trade receivables, auto fleet leases, handset receivables and many other underlying assets. It has also been involved in a number of market firsts, including the first ever STS securitisation transaction issued out of Finland and the first ever student housing-backed CMBS in Europe. Global head of banking and finance Dominic Griffiths and key partner David O’Connor, who has 'great market and technical knowledge' and is busy with CMBS and auto loan deals, lead the practice. Merryn Craske 'has a pragmatic approach resulting in effective and efficient solutions for the client'. Partner Dasha Sobornova joined from Paul Hastings LLP and leads the CLO practice.
‘I focus on transactions encompassing multiple jurisdictions and Mayer Brown’s global footprint provides the type of broad knowledge and experience needed to execute such transactions efficiently.’
‘The firm has a broad knowledge base, deep experience in executing transactions, showing creativity and responsiveness.’
‘Most matters we have worked on with Mayer Brown involved multiple jurisdictions. Mayer Brown is effective in aligning and incorporating the different foreign law requirements in the transaction. Additionally, given the fact that they are dealing with a lot of multi-jurisdiction transactions. The firm has a solid knowledge of such transactions and is able to align interests in an effective manner. Mayer Brown positively compares to other firms as to knowledge, pragmatic approach and team spirit.’
‘It is great working with Merryn Craske who has a lot of experience and is very knowledgeable. She is approachable and has a pragmatic approach resulting in effective and efficient solutions for the client.’
‘David O’Connor is a very knowledgeable partner, he has great market and technical knowledge, he is able to come up with practical solutions and he is very responsive. It was very pleasant working with David and his team.’
‘The team is very smart and very commercial, they always find out a good solution for the client.’
‘I work very well with both Dominic Griffiths and David O’Connor. They are outstanding lawyers, in particular Dominic Griffiths is very prepared also on Italian law and he speaks a very good Italian, so he immediately understands problem and knows very well the mentality of Italian client.’
‘The firm has great expertise in the securitsation space. It is one of our “go to” firms if we need advice and help on complex securitisation transactions.’
‘David O’Connor is a great asset to the firm – a real expert in his field.’
‘The firm has a very good team with a lot of experience.’
‘Merryn Craske is very hardworking and knowledgeable.’
‘The team is friendly and personable, not only with us but also with opposite side.’
‘The firm shows resilience and patience, and it is solution-driven.’
‘The firm is commercial and client-focused with great breadth and depth of market and technical knowledge.’
‘The team is always available and extremely capable, with strong technical ability combined with commercial sense.’
Bank of America Merrill Lynch
Cheyne Capital Management
- Representing BNP Paribas, the leading France-based global banking group; and Citibank and Citigroup Global Markets, the leading global financial institutions in their role as arrangers in a $3bn cross-border securitisation of trade receivables originated by subsidiaries of a global technology group.
- Represented Banca IMI, Commerzbank, Lloyds Bank and Société Générale, the leading global financial institutions, in their role as joint lead managers in an auto loan securitisation issued by Globaldrive Auto Receivables 2018-A B.V.
- Represented Bank of America Merrill Lynch, the leading US-based global financial institution, on the first European CMBS of 2019.
Working closely with its market-leading securitisation practice in the US, the London office of Morgan, Lewis & Bockius UK LLP includes both US- and dual-qualified lawyers who manage cross-border transactions for US and UK clients, as well as advising global clients issuing securities in the US. The firm frequently handles deals involving a diverse array of asset classes, with ABCP and trade receivables among the growing areas of interest. It also handles RMBS, residential portfolio sales, marketplace lending, credit cards, CLOs, auto and dealer floorplan financings, and commercial property/lease financings. It acts predominantly as arranger counsel, though it is also called upon by originators. 'The practice is innovative, very responsive and has a "can do" attitude', clients note. Paul Matthews bring his extensive experience to bear on both traditional asset classes and innovative structures, notably in the fintech arena. Lisa Cargill represents financial institutions, funds, asset managers and corporates in a diverse range of securitisations and Theresa Kradjian's work includes UK RMBS, covered bonds, and both US and European ABCP. Counsel Karl Horvath, who joined in 2020 from Sidley Austin LLP, added experience in CLOs and CMBS.
‘The practice is innovative, very responsive and has a ‘can do’ attitude.’
‘Paul Matthews is responsive, solutions-driven and always available.’
Atom Bank plc
Automotive Rentals Inc./ARI Fleet Leasing Germany
BNP Paribas, London Branch
Cerberus Capital Management/Cerberus European Investments/Capital Home Loans Limited (CHL)
Citigroup Global Markets
EFG International/EFG Private Bank
InCol Funding Limited
J.P. Morgan Securities
Merrill Lynch International
M&G Investment Management
Pepper Money UK
Pollen Street Capital/PSC Credit Holdings
RBC Capital Markets
UniCredit Bank AG, London Branch
Waterfall Asset Management
Wells Fargo Securities
- Acted as structuring and drafting counsel to J.P. Morgan Securities in establishing a $20bn commercial paper programme which utilises secured lending and repo techniques as well as traditional ABCP techniques.
- Represented NewDay Cards Ltd. and its affiliates as US counsel in a public debt issue under its own-brand credit card securitisation programme, in which the senior notes are the first notes issued under any of NewDay Cards’ securitisation structures (and one of the first issuances by a non-US issuer) to use compounded daily SOFR (in place of US Dollar LIBOR).
- Acted as English law counsel to the arranger and joint lead managers, Banco Santander S.A., Barclays Bank PLC and Bank of America Merrill Lynch, in connection with a securitisation of Finnish auto hire purchase contracts originated by Santander Consumer Finance Oy.
Norton Rose Fulbright 'goes beyond doing the standard review of documentation and makes sure it provides real advice throughout the transaction journey'. The firm is active in both public and private securitisations across a range of asset classes, including small business lending, trade receivables deals and equity release mortgages. It is also a key adviser on the new regulatory regime and shari'ah-compliant transactions. Transport and infrastructure are key areas of expertise for the firm, leading it to handle transactions in those sectors, though it is also active in larger markets such as UK and international RMBS for issuers, cash managers and trustees. The firm has a growing originator client base for funding programmes and highly complex transactions. David Shearer (who 'provides the trust, confidence and subject matter expertise that a first-time issuer needs') leads the practice and specialises in securitisation, structured finance and covered bond transactions in asset classes including residential mortgages, commercial real estate, small business and consumer receivables. Sandrine Sauvel frequently advises arrangers, originators, trustees, rating agencies and monoline guarantors. Farmida Bi is recommended for her corporate trustee and service provider expertise, notably in restructuring and ABS transactions.
‘The team goes beyond doing the standard review of documentation but makes sure they provide real advice throughout the transaction journey. This is exactly what a first time issuer needs in the complex universe of securitisation.’
‘David Shearer provides the trust, confidence and subject matter expertise that a first-time issuer needs in the complex universe of securitisation. Senior associate Rae Parsons always provides timely and to-the-point feedback, making sure our interests are fairly represented.’
‘The firm has uniquely strong trade finance knowledge combined with insurance, regulatory and securitisation expertise.’
‘Tudor Plapcianu is a very strong and cost-effective associate who works closely and efficiently with partners Nick Grandage and David Shearer who are great.’
‘Senior associate Rae Parsons is a very good professional, always very responsive to any kind of queries that might come up, eager to propose solutions and to examine the most efficient way to proceed within the projects she undertakes. She has very strong communication skills, which makes the people around her want to work together again.’
Toronto Dominion Bank
National Bank of Canada
Bank of Montreal
Bank of Nova Scotia
Fédération des casisses Desjardins du Québec
Province of Quebec
Province of British Columbia
Province of Alberta
- Advised AIG as insurer on insuring receivables sold by FastPay into a securitisation structure.
- Advising Eurobank on maturity extensions for three series of covered bonds issued off their Covered Bond II programme.
- Advising Piraeus on maturity extensions for four series of covered bonds issued off its Covered Bond programme.
Paul Hastings LLP is still best known for its market-leading arranger-side CMBS practice but it has significantly broadened its scope in recent years. As well as a growing volume of servicer-side CMBS instructions, the firm is handling RMBS deals, loan-on-loan transactions for debt funds and CLOs for arranger banks. Among its major clients are Kensington Mortgage Company, Bluestone Mortgages, Deutsche Bank and Consensus Business Group. Commercial real estate specialist Miles Flynn and the 'extremely reliable, resourceful and pragmatic' Paul Severs, who has more than 25 years’ experience in deals involving residential and commercial mortgages, consumer loans, revolving credits and whole business structures, jointly lead the practice. Charles Roberts, who also focuses on commercial real estate transactions, is a prominent figure in the market. Cameron Saylor's practice focuses on CLOs, on which he frequently advises leading banks including Morgan Stanley, Goldman Sachs and Deutsche Bank. Clients appreciate 'the speed and quality of initial responses, as well as the breadth and strength of the team'.
‘We appreciate the speed and quality of initial responses, as well as the breadth and strength of the team. It has the ability to call upon additional expertise swiftly to complement the team. It shows commerciality in addition to the legal advice.’
‘Miles Flynn shows quality, commerciality and his advice and input, both orally and in writing, have a straightforward nature.’
‘It is a very solid firm with very strong partners and highly capable teams of supporting lawyers.’
‘Paul Severs is an extremely reliable, resourceful and pragmatic partner. We have benefited from knowing Paul for many years now and in a range of different business relationships. He has great depth of experience and versatility on structured finance matters and makes use of his colleagues for other matters where others can add their relevant expertise better than he can.’
‘We appreciated the firm’s expertise in the non-bank residential UK mortgage sector and in RMBS. The main partner has great expertise and he totally understands the sector we are involved in.’
‘Paul Severs is the reason for utilising this firm. He is an expert in his field, very thorough and diligent, and he listens to clients’ issues and queries and is thoughtful and creative in his solutions.’
‘Paul Severs stands out for his excellent knowledge of the securitisation markets. He also combines his years experience with being commercially pragmatic.’
‘The firm has detailed knowledge of the specific way non-bank lending companies are set up commercially and from a regulatory and tax-efficient perspective. It is happy to give advice on other topics or to put me in touch with people with specific knowledge.’
‘The team is very experienced, particularly in the needs of originators, as well as being very supportive and responsive. It is very understanding of our business needs.’
Kensington Mortgage Company Limited
Bluestone Mortgages Limited
The Mortgage Lender
Market Mortgage Limited
LiveMore Capital Limited
Balbec Capital LP
Consensus Business Group
- Advised KMC (owned by Blackstone and TPG) on three new residential mortgage backed securitisations of newly originated mortgage loans issued in 2019 by each of Finsbury Square 2019-1 Plc, Finsbury Square 2019-2 Plc and Finsbury Square 2019-3 Plc.
- Advised Mount Street as servicer on several significant CMBS transactions over the last 12 months with a combined value of over £1.6bn.
- Advised Deutsche Bank in relation to a £142.5m CMBS securitising a loan backed by the Intu Shopping Centre in Derby – one of only two DECO CMBS since 2016.
Reed Smith LLP
Reed Smith LLP's securitisation practice has 'great insight into all the pressure points and things to watch out for', remarks one client. The firm acts for large financial organisations and niche debt funds, some of which originated as private equity fund clients of the firm. It is engaged by all parties to securitisation transactions including arrangers, originators, investors, note issuers, servicers, trustees, account banks, swap counterparties and rating agencies. Its work on both public and private deals spans RMBS, CMBS, trade receivables, shipping loan and auto securitisations, as well as CLOs. Its cutting-edge work includes shari'ah-compliant transactions, complex cross-border securitisations and high-profile asset-backed securities deals. The practice handled one of the first RMBS deals to comply with the new STS criteria. EMEA managing partner Tamara Box is 'an extraordinary positive force that knows the business from the bottom to the top'. Simon Hugo (who is 'hugely personable, loved by clients and all over the detail') handles securitisation, structured finance and loan portfolio trades, with his recent work focusing on auto loans and private deals for asset managers. Nick Stainthorpe, veteran Claude Brown and up-and-coming partner Sarah Caldwell also play pivotal roles in the firm's key transactions.
Other key lawyers:
‘The Reed Smith team is very personable and we value the relationship we have developed over the years as it makes frank discussions and overall trust and workability much better than would otherwise be the case. They are also very technically capable which is obviously important.’
‘I know the team on a personal level and can trust them to work semi-autonomously, as they have developed an understanding of how we prefer to tackle issues over the years, rather than seek instruction frequently.’
‘The Reed Smith securitisation team is top of the class. They have a huge portfolio of various types of work, including a lot of legacy financial crisis work where they were brought in to act for SPVs which found themselves on their own. As a consequence they have great insight into all the pressure points and things to watch out for, which they bring to bear on their new deals and the so-called Securitisation 2.0 model.’
‘Tamara Box is the head of EMEA and an extraordinarily positive force who knows the business from the bottom to the top.’
‘Simon Hugo is hugely personable, loved by clients and all over the detail.’
‘Counsel Andrzej Janiszewski is an excellent lawyer, very sharp and able with an ease of execution that makes him a pleasure to deal with.’
‘The team tends to work together on matters they assist us with, therefore we have the ability to draw upon a pooled set of legal brains.’
‘We are lucky to benefit from a very good relationship with the managing partner who ensures all our needs are met. That ethos filters down to all members of the team.’
‘The firm is proactive and responsive. The team I have dealt with fully grasps the commercial issues and is always thinking several steps ahead which from a client’s perspective is exactly what I want. They are also all very geared towards finding the best and most cost-effective solutions.’
‘Simon Hugo is highly knowledgeable and nothing fazes him. He has a very straightforward, “no nonsense” approach which I as a client value immensely.’
‘Counsel Andrzej Janiszewski is a technically excellent lawyer and someone who understands the importance of details. He is always available and no issue is too small to deal with. Without doubt, he is one of the nicest lawyers I’ve worked with over the years.’
‘The team has a combination of accessibility, informal yet professional, open and practical engagement and it is solution-focused.’
‘It has the ability to make what could be a cold and uninteresting topic, both interesting. topical and engaging.’
‘The Reed Smith securitisation team is very strong, with involved partners and associates that have stayed with the practice for some time.’
‘Simon Hugo, Sarah Caldwell and associate Katie Grace are all great, combining positive proactive attitudes, sound technical knowledge of the market and friendly accessibility.’
‘I’ve worked with this team both as a client and as a peer. As a team, they have the breadth and depth to deal with any securitisation issue, and they have an exceptional commercial understanding. More recently, I’ve seen their work at the more cutting edge of securitisation, such as on the issuance of impact bonds, where they approached the challenges with confidence and competence.’
‘Andrzej Janiszewski is committed to his clients and remains responsive and positive even in the most challenging circumstances. He inspires confidence by being unfazed by any issue you may throw at him.’
‘Reed Smith has a strong London-based structured finance practice with a high level of expertise and a very good global network of local offices and partners. This is the ideal setup for complex multi-jurisdictional transactions. We work with a small number of law firms and Reed Smith generally stands out for its high commitment and availability.’
‘Nick Stainthorpe is highly competent, readily available and very well connected. We have been working with Nick and his team for number of years now.’
‘Simon Hugo is a good business partner. He not only produces high-quality and commercially sound legal advice, but also takes into consideration the needs of our business and is good at looking at opportunities for us.’
Simmons & Simmons
During the last three years, Simmons & Simmons has expanded its securitisation practice and broadened its scope. The firm now handles public and private securitisation transactions relating to mortgages, consumer loans, trade receivables, credit cards and other asset classes, and it is actively involved in SME lending deals. It has a growing reputation for working on innovative and bespoke structures and, in 2019, it handled the first STS-compliant trade receivables public securitisation. The six-partner securitisation group is led by Michael Lorraine, who is active in trade receivables and the fintech sector. Amer Siddiqui leads on high-profile public RMBS transactions, covered bonds and private securitisations. Up-and-coming partner Kathryn James is recommended for credit card, trade receivables and trade payables structures, as well as financing structures backed by assets originated on fintech platforms. Experienced CLO partner James Grand and newly promoted counsel Kate Cofman-Nicoresti are also recommended. Corporate trustee partner James Bresslaw and US securities law specialist Charles Hawes also play key roles in the practice.
Other key lawyers:
‘Simmons and Simmons has a very good structured debt finance team. The firm offers a high degree of competency in value-add and cost-effective solutions.’
‘Amer Siddiqui is the key contact and partner. He is outstanding with wide-ranging expertise in structuring property backed debt finance facilities. Amer is calm in high pressure negotiations and offers commercial acumen in providing solutions for the client. All work is done in a timely manner within deadlines.’
‘The firm handles a broad range of securitisation and ABS mandates for us with a particular focus on RMBS. Transactions range from standard warehouses to more bespoke term financings, and public work has included some more vanilla arranger or lead manager review mandates to full issuer-side drafting mandates. Amer Siddiqui is very well known in this market and he has a very experienced and accomplished team that knows this market inside out. The associate base is very strong, too, and has been built very selectively which is not a given at other firms.’
‘Amer Siddiqui has a huge amount of experience, is very technically astute, incredibly responsive and makes a huge effort to really tailor advice to us as a client and deal with our concerns. He is particularly aware of our risk profile and how to protect us as the client. He is very personable and easy to deal with. Exceptionally hardworking, he always meets a deadline. Amer is very present and always visible on deals and he is not at all phased by curveballs or when things change tack.’
‘Kathryn James is very impressive and a great addition to the Simmons team.’
‘We work primarily with Michael Lorraine and Kate Cofman-Nicoresti, who have long-standing experience in combining the area of structured finance with fintech, which gives them unique insight into issues relevant to their fintech clients that arise from combination of those two fields.’
‘Michael Lorraine and Kate Cofman-Nicoresti are both very approachable, knowledgeable and care about getting the detail right. Michael and Kate together are a sensible and safe pair of hands. They know our product and our business well and bring that knowledge to bear in their advice. We were pleased to see Kate recently promoted to of counsel, it was well deserved.’
‘They are extremely client-focused and really think through the commercial aspects of the legals. They don’t waste time.’
‘I have only had a very positive experience of working with Simmons & Simmons. The “hands on” nature of the team, from associates to partners, is one of its biggest strengths.’
‘I have worked extensively with Amer Siddiqui and his team over the last three years. Amer has built an exemplary track record of working on complex and challenging transactions with a solutions-driven focus. He has been an excellent partner to work with, has always come up with solutions and has proactively demonstrated a very “hands on” approach in all of the transactions I have worked with him on. He is very commercial, always stays on top of workstreams, proactively raises issues and comes up with solutions. Overall, I have found the firm very capable and trustworthy, and it is driven to provide a quality service.’
Bank of America Merrill Lynch
European Investment Fund
Standard Chartered Bank
- Advised Citibank Europe PLC, UK Branch as Arranger and Lead Manager on Chester A plc the ca.£2.1bn financing of a portfolio sale by UK Asset Resolution of residential mortgage loans originally acquired from Bradford & Bingley and Northern Rock during the 2007 financial crisis.
- Advised Gedesco Factoring on the €300m Gedesco Trade Receivables 2020-1 public securitisation, one of only very few public trade receivables securitisation transactions and the first STS compliant trade receivables public securitisation.
- During the course of 2019-2020, the firm led on a major project to automate the documentation production for guarantees under the European Investment Fund’s (EIF) main mandate, using the skills of our specialist innovation team, Wavelength, to improve the speed and efficiency with which the EIF can deliver its financial support to SMEs.
White & Case LLP climbs the ranking this year having further built out the range of work handled by the securitisation team that joined three years ago. Clients report that the securitisation practice is 'technically excellent, with great knowledge of the market and it is always quick to find pragmatic, workable solutions.' The most active for the practice is CLOs, which constitute a major part of the public securitisation market globally. Since 2018, the firm has advised on 24 European CLOs and it is counsel to eight of the twelve most active arranger banks. In addition, the practice advised on the second public transaction of any asset class to close under the new EU Securitisation Regulation. It also has a good track record in innovation in new asset classes, such as commodities securitisation, and in renovating asset classes such as CMBS under new securitisation rules. The firm also handles a broad range of asset classes, including non-performing loans, UK consumer credit and whole business deals. Chris McGarry leads the practice, in which Debashis Dey is busy with NPL and RMBS transactions.
‘Technically excellent, with great knowledge of the market, it is always quick to find pragmatic, workable solutions.’
‘Chris McGarry and Tom Falkus are excellent – always there to support and provide helpful thought partnership.’
‘The White & Case team is both extremely proficient and always lovely to deal with. The associates and partners are all very knowledgeable.’
‘Chris McGarry is always contactable, always helpful and puts new ideas in front of us.’
‘They have a lot of experience in the sector and are totally committed to the success of their clients.’
‘They compare very well against their peers that also have significant experience in the particular sector and outperform most.’
‘I would highlight Chris McGarry, who is very commercial and solutions-driven. He is a very good partner to have on your side.’
Amigo Loans Ltd.
Bank of America
TPG Sixth Street Partners
- Represented BNP Paribas as initial purchaser and arranger of €409.1m Carlyle Euro CLO 2019-1 for CELF Advisors LLP (Carlyle) as collateral manager.
- Representation of Amigo on the refinancing and upsizing of their UK consumer credit securitisation programme to provide them with £300m of senior financing split between AAA and AA tranches.
- Represented Zodiac Holdings, LLC and Nucleus Investments, LLC in their capacities as originator risk retainers in respect of the issuance of €315.79m commercial mortgage- backed securities (CMBS) issued by ERNA S.r.l. The deal was the first Italian CMBS to price under the new EU Securitisation Regulation as well as being one of the first “dual-compliant” CMBS transactions.
Since 2018, Baker McKenzie has invested in its structured capital market and banking and finance team with new hires and internal promotions, bringing in derivatives and structured finance expertise. This has bolstered its securitisation practice, which is known for cross-border trade receivables deals, work for first-time issuers in sectors such as fintech, transactions involving auto loans and other consumer receivables, and advice to corporate trustees and other service providers. Its work has also expanded into assets such as residential mortgages, real estate, SME loans, phone handsets, consumer loans and supply chain finance, as well as a number of esoteric asset classes. Lead partner Simon Porter provides specialist advice to corporate trustees in capital markets transactions. Jeremy Levy and newly promoted partner Sarah Porter are recommended in a practice that benefits from 'a combination of deep expertise and a credible track record in the securitisation market'.
‘I am of the view that the Baker McKenzie team stands out due to their combination of deep expertise and a credible track record in the securitisation market, the relationships the team builds based on an understanding of risk appetite, market, regulatory and industry developments and our own internal legal risk management processes. The team are also engaging and humble – not something one gets from Magic Circle firms.’
‘The practitioners at Baker McKenzie we engage with have a long-standing history in the market segment so have a rich understanding of how transaction mechanics can be optimally drafted incorporating emerging best practice but still aligned to our own needs and risk appetite.’
‘Both the partner Sarah Porter and senior associate Stephanie Lim stand out positively. They have a long-standing record with my firm. A relationship has developed over many years built on their and the firm’s expertise and track record. The team understands our business, how we like to engage with transaction counterparts as well as those matters that are important to us in legal drafting and transaction management, even if other parties do not view the matters as important or material. The team has also acted in an advisory capacity in drafting in a way that produces high-quality, sustainable transactions and our issuer profile.’
‘The team is excellent – the advice is timely and pragmatic, they understand my business and needs and are always willing to “go the extra mile” when I ask for assistance.’
‘Simon Porter is excellent at always providing assistance to my team and delivering excellent advice. I really appreciate Simon’s ability to pull together lawyers from other teams and jurisdictions as necessary and the fact that he keeps an eye on my matters that are handled in different jurisdictions.’
‘We appreciate the time and effort they invest in getting to know our firm and how we operate. They have worked hard to understand our priorities and commercial requirements.’
‘Jeremy Levy provides a personalised service. His approach makes him more like an integral part of our company than a law firm contracted to work on our behalf.’
BNP Paribas Trust Corporation UK Limited
Deutsche Trustee Company Limited
First Rand Bank
Standard Chartered Bank
Wells Fargo Bank
The Bank of Tokyo Mitsubishi
TMF Trustee Limited
- Advised the banks and acted as drafting counsel in connection with a significant re-financing of notes (backed by catalogue receivables originated by the N Brown plc group) issued by Planetree Limited.
- Advised the Finalbion Group, a new alternative finance provider and FinTech, on its first warehouse securitisation which is backed by factoring receivables, reverse factoring / supply chain finance receivables and loan receivables originated by the group.
- Advised FirstRand Bank as review counsel in respect of a securitisation of the existing “back book” of auto receivables held within FirstRand Bank London Branch.
CMS acts for arrangers, originators, issuers, collateral managers and trustees in securitisation and CLOs, including RMBS, CMBS, trade receivables, auto loan and lease transactions. Its work also includes CDOs, securitised derivatives and whole-business transactions. Capital markets partner Neil Hamilton has more than 20 years' experience in securitisation and structured finance. Michael Cavers, who principally acts for banks, issuers and trustees on the issue and restructuring of standalone debt issues and debt issuance programmes, including project bonds, retail bonds and medium term note programmes, also plays a key role in the securitisation practice.
'This practice has a deep understanding of the business and is flexible, commercial and, importantly, practical', remarks a client of DLA Piper, noting that the securitisation team is 'highly responsive, knowledgeable and business-oriented'. Its work comprises a significant volume of CLO issuance on behalf of asset managers, CMBS transactions for special servicers, and a growing flow of work for non-bank lenders and players in the fintech market. It is involved in cutting-edge transactions, including the first green bonds European CMBS issuance and, for the issuer, the first STS transaction in Poland, which was also the largest securitisation ever in the Polish market. Global co-chair of finance and projects Martin Bartlam and global co-chair of financial services Mark Dwyer oversee the work of the securitisation practice, in which Vincent Keaveny is the lead practitioner. Steven Krivinskas (who is 'a brilliant lawyer and an absolute pleasure to deal with') has broad experience in structured finance and debt capital markets transactions, acting for both financial institutions and borrowers.
‘The firm is highly responsive, knowledgeable and business-oriented.’
‘This practice has a deep understanding of the business, is flexible, commercial and, importantly, practical. It is very open and transparent on fees. The team, led by Steven Krivinskas, has been a rock throughout the lifetime of the company.’
‘Steven Krivinskas provides exceptionally sound and considered legal advice. A brilliant lawyer and an absolute pleasure to deal with.’
Ares European Loan Management LLP
Accunia Fondsmæglerselskab A/S
Neqsol Holding and VF Ukraine
Mount Street Mortgage Servicing Limited
- Advising Mount Street as special servicer on a series of separate transactions includingThe SCORPIO (European Loan Conduit No. 34) DAC CMBS. The transaction involved a securitisation of £286.4m of a limited recourse loan extended by Morgan Stanley Bank N.A. in May 2019.
- Advised VF Ukraine (“Vodafone Ukraine”) on a $500m structured note financing involving the issue by VFU Funding plc, an English orphan SPV securitisation company, of loan participation notes backed by loan to PJSC VF Ukraine.
- Advised Accunia Fondsmæglerselskab A/S as collateral manager in respect of the issuance of notes by Accunia European CLO IV B.V.
The securitisation practice at Fieldfisher has emerged as a presence in many different asset classes and in many different roles, advising arrangers, trustees and third-party servicers on bespoke deals in the private market. 'Their ability to get to the crux of the matter from our perspective sets them apart', remarks a client of the finance group led by Guy Usher. Richard Todd is currently active in deals securitising trade finance loans. Dougall Molson combines securitisation expertise with a knowledge of the commodities sector to handle receivables finance deals. Alex Campbell has a broad palette of work including residential mortgages, commercial mortgages, consumer leases, public house income streams and ticket sale receivables. Gonzalo Fernandez is part of a dedicated team advising corporate trustees and special purpose issuers on securitisations. Stephen Moller is also recommended.
Other key lawyers:
‘The firm has the foresight to use technology efficiently and effectively. We appreciate the flexible pricing models and structures that they have implemented for us. The work is always done to a very high standard and very efficiently.’
‘The team is responsive and helpful. Their ability to get to the crux of the matter from our perspective sets them apart.’
‘Their attention to detail and the level to which they care makes them so easy to work with.’
‘The mix of excellent client focus and deep expertise makes their offering unique. The team works hard to provide a first-rate result. All departments at Fieldfisher interact well together to give an all-round service which is at least the equal of its Magic Circle peers.’
‘Dougall Molson brings vast experience to the table and combines it with attention to detail and innovative structuring ideas. He is a pleasure to work with and always very responsive.’
‘The firm has great strength in structured finance and alternative finance. They spearhead virtual bondholder meetings using technology. They are very innovative.’
‘Alex Campbell is very knowledgeable and proactive in keeping our team up to date on new securitisation issuer and corporate servicer developments.’
‘Marsili Hale is very innovative and forward-thinking in her approach to the delivery of legal services. She understands our business very well and takes the time to get to know the key business stakeholders.’
‘Stephen Moller is highly experienced in all levels of securitisation transactions over numerous asset classes. His wealth of knowledge and experience is invaluable for the transactions on which we have engaged Fieldfisher. Stephen and his colleagues in different legal departments have been extremely supportive and helpful in relation to other engagements outside of the securitisation team.’
‘Stephen Moller and his team have excellent legal knowledge and background in all areas. They are responsive, calming and extremely helpful in working through complex structures, legal documentation, financings and refinancings. In what can be toughly negotiated transactions, the firm is always looking to find the best possible outcome for its client. The team is also very personable which I believe is important given the amount of communications on transactions which typically take up to three months to complete and require daily contact, particularly towards completion.’
‘The team is extremely personable, generous with its time and supportive of my business.’
‘Alex Campbell is a pleasure to work with, gives sound practical advice and is good value for money.’
PF Capital Finance Limited
Rooftop Mortgages Limited
Link Asset Services Ireland
Baker Tilly Creditor Services LLP
Apex Group (formerly part of Link Asset Services)
Estates and Infrastructure Exchange
Law Debenture Trust Corporation
Herbert Smith Freehills LLP
'It is a very knowledgeable, conscientious and commercially savvy team', says a client of Herbert Smith Freehills LLP. The firm not only has a strong client base of specialist credit origination businesses, but also has a growing volume of work for arranger banks. Its work encompasses public STS transactions and NPL deals, and it is increasingly involved in assisting fintech originators as they enter the market. Michael Poulton leads the practice and clients see him as 'a best-in-class lawyer for European securitised products who stands out for the commerciality of his advice'. He has 20 years' experience in the market and continues to advise on sophisticated and groundbreaking transactions. Jake Jackaman continues to advise on high-profile and complex transactions including the whole business securitisation programme of Thames tunnel developer Tideway. Up-and-coming partner Joy Amis is also recommended. Her recent work includes one of the first STS transactions in Spain.
‘We have found the team to be top-tier within European structured finance products. It is a very knowledgeable, conscientious and commercially savvy team with focus on delivery.’
‘Michael Poulton is a best-in-class lawyer within European securitised products. Michael’s previous experience gives him unparalleled experience of both the legal and commercial aspects of a transaction.’
‘I found the advice very commercial and the team to be very responsive, in particular on urgent matters. They have the ability to turn around deals very quickly and make themselves available on short notice, without sacrificing the quality of their advice.’
‘I worked a lot with Michael Poulton. He stands out for his understanding of our business and the commerciality of his advice.’
‘Michael Poulton pretty much single-handedly built up its first-class franchise and the team that makes it. His team has the ability to put themselves in the shoes of their client and to execute and advise smoothly, commercially and in a legally robust manner.’
‘Michael Poulton is standout, and he and his team outperform many other firms.’
Blue Motor Finance
Crédit Agricole Corporate and Investment Bank (CACIB)
East Lodge Capital
Fleet Mortgages Limited
LCM Partners Limited
Lloyds Bank Corporate Markets plc
Lloyds Bank plc
Simply Asset Finance Operations Limited
SME Credit Realisation Fund Limited
- Advised LendInvest on its debut public securitisation.
- Advised Bank of Ireland (UK) plc on the first UK standalone residential mortgage-backed security transaction that met the simple, transparent and standardised (STS) criteria within the meaning of Article 18 of the EU Securitisation Regulation.
- Advised Pepper Spain on its securitisation of Spanish consumer loans. The transaction was notified as STS under the Securitisation Regulation and was the second STS transaction in Spain.
Leading players in the CLO market such as PGIM and KKR rely on Milbank to handle their most significant deals. 'The team deftly handles negotiations across jurisdictions', remarks one client of the practice, which continued to expand its roster of CLO manager clients in 2019 with the addition of Invesco European RR and Capital Four. James Warbey leads the practice and he is one of the most well-established practitioners in the European CLO market, having played a lead role in the first CLO 2.0 transaction after the financial crisis and having since handled numerous market-leading and first-of-a-kind transactions. For instance, he recently acted for a Greek bank in the establishment of a retained securitisation of €27.3bn of non-performing debt. John Goldfinch 'runs a spectacular practice and works tirelessly for his clients'.
Other key lawyers:
‘I was delighted with the service provided by the Milbank securitisation team. They have a number of experts in both the London and Frankfurt offices with a great breadth of experience. The team deftly handles negotiations across jurisdictions and with opposing counsel of various experience levels. Their office location within central London also proves incredibly easy to visit should such a need arise.’
‘The London office has a spectacular practice run by John Goldfinch. I can attest that he works tirelessly for his clients and offers outstanding advice. There were multiple occasions where he helped steer conversations and ensured an otherwise tumultuous deal stayed on track.’
Invesco European RR L.P.
Capital Four CLO Management K/S
Cairn Loan Investments II LLP
BlueMountain Fuji Management, LLC
KKR Credit Advisors (Ireland) Unlimited Company
Bain Capital Credit U.S. CLO Manager, LLC
Rockford Tower Capital Management, L.L.C.
Commerzbank AG, London Branch
AXA Investment Managers, Inc.
Investcorp Credit Management EU Limited
Bardin Hill Loan Advisors (UK) LLP
Brigade Capital Europe Management LLP
Piraeus Bank S.A.
- Advised Piraeus Bank S.A., Greece’s largest bank in terms of assets, on the hive-down and sale of its retail business unit to a newly established joint venture servicing enterprise with Intrum Holdings Spain SAU; in connection with this deal, we also advised on the establishment of a retained securitisation of Piraeus’ €27.3bn portfolio of non-performing debt.
- Advised Arrow Electronics, Inc., a Fortune 500 electronics corporate, in relation to the establishment of its EMEA multi-jurisdictional asset-backed conduit securitisation, which provides Arrow with access to senior funding of up to €1.2bn on an annual basis and is comprised of the sale of trade receivables from Arrow’s European distributors to a bankruptcy remote special purpose vehicle.
- Advised Invesco European RR L.P. as collateral manager and retention holder in connection with the €409.075m issuance of CLO notes by Invesco Euro CLO III Designated Activity Company.
Slaughter and May
Slaughter and May is able to handle securitisation in every major asset class - RMBS, CMBS, credit cards, trade receivables, auto-loans, whole business, CLOs and covered bonds - and is active in international deals involving both cash and synthetic securitisations in the private and public markets. It works for originators, arrangers, investors and trustees on the establishment of new securitisations and the restructuring of existing deals. The firm frequently acts for large hedge fund clients in relation to regulatory capital structured finance transactions and in relation to non-standard consumer finance. In its team of multi-specialist finance lawyers, who handle a broad range of structured finance and capital markets work, Oliver Wicker and Guy O’Keefe are the lead securitisation partners. Richard Jones, whose recent work includes credit card and unsecured personal loan transactions, and Ed Fife are also recommended.
1st Stop Limited
Aldermore Bank plc
Arrow Global Group plc
Bank of America, NA
Honeycomb Investment Trust plc
INEOS Enterprises Group Limited
NewDay Cards Ltd
- Advised NewDay Cards and its affiliates in relation to a public debt issue under its own-brand credit card master trust securitisation.
- Advised INEOS’s Enterprises group in the establishment of a private trade receivables securitisation programme. This is the Enterprises group’s debut securitisation.
- Advised the client in relation to a “covered loan” transaction secured on a pool of UK auto loan receivables.
Weil, Gotshal & Manges (London) LLP has a dominant position in the European CLO market and is counsel to nine of the top global CLO managers, among them Blackstone and Carlyle. It also advises some of the leading arranger banks. While this is the mainstay of the practice, the firm is also active in deals involving a diverse range of asset classes, notably trade receivables, lease receivables, broadcasting revenues, Spanish consumer loans and property bridging loans. It is frequently involved in niche areas requiring innovative deal structures, among which was the first US private placement of diamond trade receivables. Jacky Kelly leads the three-partner structured finance and derivatives practice and is a prominent figure in the CLO market. Brian Maher handles a broad palette of work that includes Spanish consumer loans, Norwegian lease receivables and worldwide trade receivables, as well as being active in CLOs. Alexander Martin is recommended for European CLO transactions.
Shop Direct / The Very Group
Lenovo Group Ltd
- Financing of worldwide trade receivables of this major global computer manufacturer provided by a consortium of banks and commercial paper conduits.
- Advising Guggenheim as placement agent and initial purchaser of a $100m multi-jurisdiction diamond receivables financing programme for the Pluczenik Group; this was the first ever 144a securitisation (i.e. a US private placement) of diamond trade receivables.
- Acting as Hertz’s global securitisation counsel on updates/renewals to both: (i) Hertz pan-European rental car fleet securitisation programme financing activities relating to its fleets in France, Netherlands, Germany and Spain; and (ii) Hertz rental car fleet securitisation programme to finance activities relating to its fleet in Australia.
Bryan Cave Leighton Paisner LLP
Bryan Cave Leighton Paisner LLP acts for a varied group of clients, among them equity sponsors and originators, private equity funds or subsidiaries of banks looking to access the securitisation market for the first time as a new issuer, arrangers, trustees, loan servicers and asset managers. The structured finance practice focuses on complex and esoteric deals rather than low-margin vanilla transactions. Prashanth Satyadeva is global co-head of the structured finance group and he focuses on international asset securitisation and asset-backed finance techniques in the banking, real estate, consumer finance, infrastructure, renewables and insurance sectors. Real estate and public sector finance partner Eleanor Hunwicks and derivatives specialist Tariq Rasheed also play key roles in the practice. Peter Knust acts for trustees, agents and issuers in DCM and securitisation transactions.
‘Peter Knust is a safe pair of hands. He has advised us in straightforward new transactions as well as leading the way across several securitisation structures that were subject to various claims. I found him to be knowledgeable, reasonable in approach and very good at ensuring that we were up-to-date on fees throughout.’
‘We dealt with Eleanor Hunwicks in the BCLP structured finance and property finance team. We find her very responsiveness and is commercial and pragmatic unlike some other firms. She also goes further than legal advice which the business finds helpful when making decisions on complicated securitisations.’
‘The team really understood the needs of the business and ensured its interest were properly represented.’
‘The partner really understands the business and goes out of his way to ensure we understand the issues and steps in to ensure the business is properly represented even when that isn’t always appreciated by other parties. The focus is always on representing our business.’
BNP Paribas Personal Finance UK (LaSer UK)
Amber Infrastructure Limited
OCBC and separately UOB – two of the largest banks in Singapore
United Bank of Israel/Bank Hapoalim
Starline Motor Finance
- Advised Homes England and MHCLG as guarantors under the £3.5bn Private Rented Sector (PRS) Guarantee Scheme, whereby large real estate loans are funded through securities backed by such collateral in respect of all bond fundings and loans to approved borrowers.
- Advised Startline as the originator/borrower on a £325m warehouse securitisation facility and ancillary interest rate hedging provided by JP Morgan, collateralised by its UK autoloans.
- Advised CBRE on its appointment as servicer and special servicer of two commercial real estate loans on behalf of the issuer, following its acquisition of the loans from Goldman Sachs, in a €265m Dutch CMBS; and also acted for CBRE in its capacity as facility agent and security agent when the loans were originated.
Dechert LLP acts for financial institutions, investment banks and private equity and hedge fund groups. Its work covers many asset classes, including CMBS, RMBS and trade receivables, though it is best known for its CLO practice. Structured finance partner John McGrath represents funds and other buy-side parties in securitisations as part of his broader practice. Associate Jana Zupikova also plays a key role in securitisation and CLO transactions.
The securitisation and asset-backed finance practice at Gide Loyrette Nouel LLP spans its London, Paris and New York offices, from which the firm advises on all regulatory and clearing issues related to structured credit, synthetic securitisation and collateral management. 'It has the capacity to think out of the box and is really solution-driven', notes one client, who praises practice head Dimitrios Logizidis and counsel Samir Bensaker as 'professional, knowledgeable, very constructive and pragmatic in their approach'. Their work encompasses whole-business, trade receivables, mortgage and lease securitisations, among other asset classes, in which they frequently act for leading French and international banks, fund managers and corporates including Europcar, BNP Paribas and Société Générale.
Other key lawyers:
‘The team at Gide, headed by Dimitrios Logizidis, is first-class in every respect. The key points are knowledge, customer service, dedication, accessibility and friendliness.’
‘Dimitrios Logizidis is always at hand, easy to speak to and down to earth.’
‘Dimitrios Logizidis and Samir Bensaker, both partners at Gide, have very good experience in structured finance, including securitisation. The are professional and knowledgeable, they are pragmatic in their approach, and very constructive. They are complementary.’
‘Dimitrios Logizidis and Samir Bensaker are very knowledgeable and will look for solutions in a pragmatic way. They are easy to work with, available when needed and have good communication skills.’
‘It has the capacity to think out of the box and is really solution-driven.’
Crédit Industriel et Commercial (CIC)
Deutsche Bank, London
- Acted for BNP Paribas as the arranger of a €675m international trade receivables securitisation programme put in place for the Teva group (one of the world’s largest drugs manufacturers) in the context of its extension to Romania.
- Advised Deutsche Bank AG in the setting-up and arrangement of a €156m public securitisation transaction of consumer loans granted by Younited Credit to its French consumers.
- Advised Bpifrance Financement on setting up and arranging a strategic partnership with Younited Credit that allows the origination by Bpifrance Financement of loans to be granted to French SMEs through an internet platform managed by Younited Credit.
K&L Gates LLP
The London office of K&L Gates LLP works closely with the firm's offices in Dubai, Singapore, Hong Kong and Tokyo to provide an integrated global practice in debt capital markets, derivatives and structured finance. Its securitisation work is centred on new and legacy CMBS transactions and CLO 2.0s in Europe. The firm frequently acts on behalf of the trustee, though it has a broad client base of financial institutions, boutique arrangers, large corporations and rating agencies. Its work is often for buy-side parties. Sidanth Rajagopal is practice group co-ordinator for the global banking and asset finance group but Sean Crosky is the lead partner for securitisations of trade receivables, auto loans, residential mortgages, commercial mortgages, insurance contracts, portfolios of loans and transport assets.
Other key lawyers:
State Street Bank and Trust Company
State Street Bank and Trust Company
- The firm has advised Wells Fargo on the closure of its European corporate trust business, including the transitioning of 150+ transactions from its European business to various successor entities.
- Advising U.S. Bank on its appointment to various roles.
- Advising Deutsche Trustee Company Limited on Lanark (RMBS) Note Programme, including on the consent solicitation process launched by Clydesdale Bank to implement the transition from LIBOR to SONIA and three issuances of notes in 2019 and 2020.
Macfarlanes LLP 'provides dedicated partner-level support' and one client praises the securitisation group as 'good value for money, client-focused, trustworthy and pragmatic, going above and beyond to deliver for its clients'. The firm is most widely known for its work on complex transactions, frequently involving fund-based structures, and its securitisation transactions in the project and infrastructure sectors. It handles a broad range structured finance deals for financial institutions, corporates, servicers, fund managers, investors and trustees. Lead partner Richard Fletcher 'invests time and effort in understanding his client's concerns and working towards pragmatic solutions'.
‘The firm provides dedicated partner-level support overseeing the process.’
‘Richard Fletcher is knowledgeable and proactive. He invests time and effort in understanding his client’s concerns and working towards pragmatic solutions.’
‘We appreciate their thorough work product. We wouldn’t hesitate to recommend them. They are very knowledgeable, good value for money, client-focused and go above and beyond to deliver for their clients. They are trustworthy, approachable, commercial and pragmatic. It is important for an in-house legal team to be able to rely on external counsel, as their work product does reflect on in-house counsel – Macfarlanes has never let us down.’
Muzinich & Co
- Advised Muzinich & Co, the corporate credit management specialist, on a leverage facility for its first European Long-Term Investment Fund (ELTIF), Muzinich Firstlight Middle Market ELTIF.
Pinsent Masons LLP
Pinsent Masons LLP has a full-service structured finance practice that has a particular focus on securitisation and other forms of asset-backed finance, acting for arrangers, originators, investors, swap counterparties and issuers on term and conduit transactions. It has a strong emphasis on borrowing base securitisations and in 2019 handled complex revolving structures for bank funders and corporates. The practice also has in-depth knowledge of securitisations involving bespoke trade receivables assets, which saw it act for an oil trader in its first securitisation. Edward Sunderland leads the practice, with up-and coming partner Carl Posern a key practitioner in a broad range of structured finance transactions. Consultant Ian Falconer has in-depth knowledge of trade receivables financing.
‘The team is second-to-none in its understanding of commodities securitisations, bringing its knowledge to bear to guide clients through the process.’
‘Ian Falconer is a huge asset to the team with unparalleled experience. Carl Posern works to understand a client’s business and ensures that finance solutions are tailored accordingly.’
- Advised Lowell Group on a £225m non-performing loan portfolio acquisition financing.
- Advised Nucleus Property Finance Limited in connection with the structuring and execution of their back to back loan book financing with Paragon Bank plc.
- Advised NatWest Markets, SMBC and National Australia Bank on a public bond issue by Sovereign Housing Capital Plc securitised on the property assets of Sovereign Housing Association Limited.
Squire Patton Boggs acts for a broad range of issuers, note investors, funders, arrangers, trustees, facility and paying agents, as well as primary and special servicers based in the UK and continental Europe. Among its key clients are OneSavings Bank, Studio Retail Group and Ashland Global Holdings Group. It has a lean but effective practice that is known for dedicated partner and senior associate input on all transactions. Mark Thomas leads the practice and handles a broad portfolio of securitisation, structured loan products, trust structures, debt capital markets and derivatives. Asset-based lending specialist Paula Laird and derivatives and structured finance partner Jeremy Ladyman also play key roles in the practice.
Other key lawyers:
OneSavings Bank plc
Brydg Capital Limited
Studio Retail Group PLC
Ashland Group LLC
Conister Bank Limited
Assetz Capital Trust Company Limited
1st Stop Group
DWW London Limited
- Numerous financings of specialist non-financial institution lenders using highly innovative, quasi-securitisation, risk weighted capital efficient structures.
- Advising the new managers and purchasers of residual interests in a Dutch and French securitisation group of companies towards ultimate wind down.
- Acted for Studio Retail Group PLC, as parent, and Studio Retail Limited, as Seller and Servicer, on the extension and amendment of an existing securitisation facility and increase in the facility to £215m, consisting of £200m variable funding senior notes and £15 million mezzanine notes.