Structured products and securitisation in London
'This team is special because of its high-quality legal advice and technical drafting', remarks a client of Allen & Overy LLP. The firm has a leading role in the structured finance market, providing bespoke legal advice and innovative technology to enable clients to develop new products and manage risk. It handles complex financing structures for illiquid assets and portfolio transfers, as well as traditional derivatives and structured finance transaction transfers, and is at the cutting edge of regulatory advice. The firm acted on more than one third of all public CLO transactions in Europe in 2018 as arranger or manager counsel. Tony Drake-Brockman leads the derivatives and structured finance practice, which handles structured products, while Salim Nathoo leads the securitisation group. Their practice has some of the leading advisers in the market. Franz Ranero is a leading light in the CLO market. Angela Clist handles securitisation of all asset classes but is a market leader in covered bonds. Tim Conduit is highly experienced in utility, transport, project bonds, asset financing, trade finance and structured commodity financings backed by infrastructure and project loans. Lucy Oddy advises financial institutions, funds, private equity firms and corporates on a broad range of asset-backed finance transactions. Sally Onions has a strong track record in RMBS and covered bond transactions in the UK. Counsel Daniel Hill is also recommended.
Tony Drake-Brockman; Salim Nathoo
Other key lawyers:
Parya Badie; Paul Cluley; Franz Ranero; Daniel Shurman; Andrew Sulston; Richard Tredgett; David Wainer; Angela Clist; Tim Conduit; Daniel Hill; Lucy Oddy; Sally Onions; Tom Constance; Suril Patel; Dan Birch; Alex Moezi; Iona Misheva
“The team has a wealth of experience in the offshore wind industry, and applied this very well on the financing process for the Hornsea 1 offshore wind farm divestment, successfully co-ordinating and managing a very large number of different lending entities throughout a process which lasted over a year./
‘Lead partners are able to take a commercial view and focus attention and time on key items.”
“Tim Conduit worked very well to manage and co-ordinate a very large number of different counterparties and bring a very complex transaction to a successful conclusion.”
“The associates are incredibly hardworking and diligent but also show good commercial awareness and an ability to focus on the key aspects of a deal requiring resolution.”
“They effectively project manage the annual updating of our complex suite of issuance programmes for us, identifying what we need to concentrate on as issuer and ensuring tight timetables are met.”
“The firm’s extensive global coverage means it is often able to bring in local specialists to discuss a point at short notice, which is very helpful to us.”
“Tony Drake-Brockman is the standout partner as his combination of in-depth knowledge of derivative payoffs and structures and a deep understanding of securities issuance programmes, makes him ideal to manage our structured products programmes.”
“The firm has a very strong team for derivatives and structured products, including close-outs advice, loan/securitisation hedging and credit derivatives.”
“Parya Badie is excellent for close-outs and general derivatives advice.”
Royal Bank of Canada
International Swaps and Derivatives Association, Inc. (ISDA)
- Acted as either arranger or manager counsel on more than a third of all public CLO transactions in Europe according to Creditflux data released in 2019; this amounts to 37 transactions as arranger or manager counsel, covering approximately €15bn of issuance.
- At the forefront of the structured financing market that has developed for direct lending platforms, having advised on approximately €10bn of financing transactions to date; this includes advising market leader Credit Suisse on its transactions.
- Advised Bank of America Merrill Lynch and Morgan Stanley in connection with the finance and structuring of the acquisition by Chinese carmaker Geely of a 9.69% stake in Daimler AG.
- Advised Davidson Kempner on the acquisition of a £150m portfolio of residential mortgages originated by the Mortgages plc group.
- Advised investors on the Holdco senior and the structurally subordinated mezzanine private placement financing on the £7bn project and build-out for the 50% acquisition of the Hornsea One offshore wind farm by Global Infrastructure Partners from Danish power company Ørsted A/S.
Clifford Chance LLP's structured debt practice is at the forefront of market developments and is involved in the most significant transactions. The firm has one of the largest structured finance, securitisation and derivatives practices of any global law firm and is home to recognised leaders in their field. Practice head Kevin Ingram is on the Executive Committee of the Securitisation Division of The Association for Financial Markets in Europe (AFME) and focuses on securitisation, principal finance, asset-backed commercial paper conduits, structured repackagings and secured lending. Stephen Curtis is a leading light for structured debt financings in the infrastructure, utilities and real estate sectors. Jessica Littlewood is a market leader in synthetic securitisation for banks and financial investors. Christopher Walsh is recommended for covered bonds and securitisations, which in 2018 included the first shari'ah-compliant bond backed by UK mortgages.The firm is particularly strong in establishing secured corporate lending platforms involving the use of securitisation techniques, and European business and portfolio disposal work. It also handles transactions involving fintech, including the first European securitisation by Funding Circle. Newly promoted partner Will Winterton is highly active in CAT bonds.
Other key lawyers:
‘In bank regulatory capital securitisations, Clifford Chance has an overwhelming market share and is, therefore, de facto the market standard. Because this field is evolving quickly based on constant changes in regulators and regulatory interpretation of the rules, there is a huge competitive advantage for a law firm in having a larger share of the market as they are constantly up-to-date on regulatory treatment of these transactions.’
“Jessica Littlewood is always available. Because she has been involved in bank capital securitisations since the inception of the market, and has probably more than 80% market share, she is the leading authority on the topic.”
“Emma Matebelavu is a standout partner in European commercial mortgage financings.”
Bank of America Merrill Lynch
- Acted as international counsel for PTSB as seller in the securitisation of a number of portfolios of loans classified as re-performing, with responsibility for drafting and delivery of the transaction, including the role as structuring counsel and responsibility for liaison with the ECB.
- Advised arrangers in Al Rayan Bank’s Tolkein Sukuk; the first sharia-compliant bond backed by UK mortgages and the world’s largest ever Sterling Sukuk.
- Acted for Santander as originator of synthetic securitisation of a portfolio of project finance loans.
- Advised the arranger and lenders in relation to the establishment of the Hertz car rental securitisation in respect of English, French, Dutch, German and Spanish law.
- Advised Barclays Bank UK plc (the ring-fenced bank) as originator in relation to its debut securitisation and first R144A US placement as a ring-fenced bank in relation to the Gracechurch Cards Programme Funding plc Series 2018-1 $650,000,000 credit card receivable backed securitisation due 2020.
Linklaters LLP has 'quality right through the ranks, from the partners through their senior and junior associates, which arguably differentiates this practice from its peers', according to one client. The firm has one of the largest dedicated structured finance and securitisation practices globally, and it operates an integrated practice across the UK, continental Europe, the Middle East, Asia and the Americas. In 2018, it was involved in some of the largest securitisations in Europe, including some of the highest-profile RMBS transactions. It also acted in newly developing segments of the UK mortgage market, notably RMBS deals by non-bank UK mortgage originators, and is a prominent player in the non-performing loan (NPL) securitisationarea. Other key areas include auto-loans, led by up-and-coming partner Reza Taylor, and whole business securitisation. Andrew Vickery leads the structured finance practice, which includes leading lights such as Julian Davies, James Harbach and Adam Fogarty, as well as up-and-coming partner Alexander Shopov. The firm handles securitised derivatives, as well as SPV-based complex structured finance transactions, and among many partners specialising in derivatives and structured products are Matthew Monahan, Toby Gray, Michael Voisin, Paul Lewis and Simon Firth.
Other key lawyers:
“The firm provides quality, experience, commerciality and proactiveness.”
“It has excellent RMBS coverage, particularly through Adam Fogarty.”
“Very dynamic and prompt. They have a commercial approach to matters and understand our goals and priorities.”
“I enjoy in particular working with Andrew Vickery because I know he will always come up up with a solution, and won’t waste time in the process.”
“Delivers client service, commerciality and accessibility, in particular through partners Andrew Vickery and Adam Fogarty, and importantly the team also has genuine quality in its managing associate ranks.”
National Grid Plc
Greene King Plc
- Assisted a consortium of the six largest UK financial institutions in providing a staple financing package in connection with the sale by UK Asset Resolution of some £11.8bn of mortgage loans originated by Bradford & Bingley, one of the largest government asset sales ever in Europe.
- Advised NatWest Markets as lead manager on Irish financial services company Dilosk DAC’s second public RMBS transaction and the €1.2bn securitisation of Irish residential mortgage loans issued by Ulster Bank.
- Advised Belmont Green as originator, seller and servicer on its third public residential mortgage-backed securitisation (RMBS) transaction.
- Advised the arranger, lead managers and co-managers on Together Group’s £287m public securitisation.
- Represented the lead manager on the €123m securitisation of a portfolio of Portuguese secured and unsecured NPLs originated by Banco Santander Totta.
'In addition to its subject matter expertise, it is without doubt a market leader in actually managing transactions and effectively dealing with third parties', remarks a client of the securitisation and asset-based finance practice at Cadwalader, Wickersham & Taft LLP. The firm has a dominant position as arranger's counsel for CLO transactions in Europe and also a significant presence in European ABS securitisation. The experienced structured products team, which includes CLO expert David Quirolo, counts well-known names such as Deutsche Bank among its clients. It has cross-border expertise in public and private securitisations and its insurance-linked securities practice, led by newly promoted partner Robert Cannon, handles numerous catastrophe bond deals. The firm is a leader in European peer-to-peer (P2P) securitisations, and also acts in transactions involving direct lending, SME loans and alternative finance. Key partner Jeremiah Wagner left to join Latham & Watkins but the firm has a deep bench of talent in the structured finance space. Stephen Day is a leading light in asset-backed securitisations. Up-and-coming partner Suzanne Bell is a core member of the ABS team and advises on a broad range of structured finance and securitisation transactions.
Suzanne Bell; Robert Cannon; Stephen Day; Claire Puddicombe; David Quirolo; Nick Shiren; Daniel Tobias
Other key lawyers:
Sabah Nawaz; Alex Collins; Jake Lindsay
“Stephen Day and Suzanne Bell are among the best partners in the industry.’
“It is top in the CLO field. Given their extensive experience, they are able to deal with a variety of situations and have a deep bench of lawyers to ensure continuity of service.”
“David Quirolo is very knowledgeable – one of the top lawyers in the EUR CLO space – and has seen many different transactions. He has advised from a CLO manager perspective and arranger perspective and so can see multiple sides of an argument.”
“Working with Alex Collins is a pleasure. He is quick to respond and easily contactable. He is approachable and client-friendly, and able to calmly work under pressure to adhere to difficult deadlines. His responsive communication and regular updates ensure that miscommunications are rare and therefore deals proceed smoothly.”
‘Daniel Tobias is very thoughtful and thinks through issues deeply.’
“The team is one the most experienced in the European market, with in-depth knowledge of the full panoply of asset classes. They are very commercially-minded, and support efficient negotiation of legal documentation.”
” Outstanding value for money and consistently go above and beyond for their clients.”
Deutsche Bank AG
- In 2018, the firm’s global capital markets lawyers closed 185 CLO transactions as arranger and manager counsel, valued over $95bn, and was named top arranger counsel for Europe by Creditflux.
- Acted as English law transaction counsel in respect of a CHF200m securitisation of credit card receivables originated by Swisscard AECS.
- Advised a global bank on the warehousing of a €1.4bn mortgage portfolio into two separate warehouse vehicles, and two RMBS transactions.
- Advised AMAG Leasing AG on its two Swiss auto-lease securitisation transactions (CHF275m and CHF250m) which completed in 2018.
- Acted as drafting counsel to the arranger of a securitisation backed by £130m of loans to UK SMEs originated on the Funding Circle platform.
The 'technical, thorough, commercial and responsive' capital markets and derivatives group at CMS works on a diverse range of securitisation and structured products transactions. A key pillar of its work is advising arrangers, originators, issuers, collateral managers and trustees on securitisation and CLOs, including RMBS, CMBS, trade receivables, auto loan and lease transactions. It also handles a significant flow of structured capital markets work for international banks and buy-side clients including Commerzbank for asset-backed notes and Morgan Stanley for structured notes. The practice also acts for lenders and borrowers in asset-backed warehouse origination facilities for European direct lending funds and credit funds, and for leading global investment banks in a wide range of retail structured products including notes, warrants and certificates. It also works closely with specialists in liability-side structured products for insurance companies. Will Dibble leads the practice, in which Neil Hamilton is a key adviser onsecuritisations, CLOs and other structured products.
Other key lawyers:
Neil Hamilton; Jason Brooks; Michael Cavers; Jason Harding; Chris Clark
“The team is easy to deal with and worked seamlessly to deal with the many issues that the particular transaction touched. It was motivated to reach a clean and effective conclusion. We would definitely work with CMS again.”
“Jason Brooks is a fantastic structured finance expert. His approach is thorough and commercial and he is a pleasure to work with!”
“Will Dibble and Jason Brooks are extremely client-focused.”
Astra Asset Management
Legal & General
Lloyds Banking Group
Pension Insurance Corporation
- Represented a large UK pub company on liability management and restructuring options with regard to its £1bn unique pub securitisation structure.
- Represented client as originator of an SME Loan Securitisation of loans to borrowers in Germany and the Netherlands.
- Advised Commerzbank, UniCredit, Deutsche Bank and BrokerCreditService as arrangers on a number of repackaging transactions, both listed and unlisted, as well as respective asset-backed note programmes.
- Represented New Amsterdam Capital as collateral manager on the unwind of Mercator CLO II and Mercator CLO III.
- Acting for a UK clearing bank in the establishment of a lending platform to enable institutional investors to invest in UK commercial real estate loans originated by the bank.
Dechert LLP's London structured finance and securitisation practices act for financial institutions, investment banks and private equity and hedge fund groups. The firm's work encompasses all major asset classes and financing techniques in the securitisation market, including CMBS; RMBS, trade receivables, CLOs, CDOs, covered bonds, total return swaps, repackagings, whole loan sales and warehouse financing. The firm also provides regulatory advice on risk retention under the new EU Securitisation Regulation. It has a prominent role in the CLO market, representing issuers, placement agents, collateral managers and equity investors. It currently works with 50 CLO managers. The firm climbs the ranking this year having invested heavily in senior expertise. Head of finance and real estate in Europe Charles Malpass handles structured finance, CMBS and RMBS. Partner Cameron Mitcham, who handles CLOs and securitisation, joined from Allen & Overy LLP. In mid-2019, the firm hired senior structured finance expert John McGrath from Sidley Austin LLP and experienced partner Sarah Smith from Akin Gump LLP.
Other key lawyers:
“The firm has a detailed knowledge of the products it covers and staffing levels that enable the team to spend the appropriate amount of time on each transaction.”
“James Waddington consistently makes himself available when required.”
Ellington Management Group, L.L.C.
Apollo Management International LLP
Five Arrows Managers LLP (a Rothschild entity)
Sound Point Capital Management, L.P.
Redding Ridge (an entity of Apollo Management International LLP)
Credit Value Partners LLC
Anchorage Capital Group, L.L.
ACREFI Mortgage Lending LLC (an entity of Apollo Management International LLP)
- Advised Ellington, the global investment firm, in connection with the Jepson Residential 2019-1 RMBS transaction, which involved the €620m securitisation of Irish residential mortgage loans.
- Advised Credit Value Partners (“CVP”) on a €600m warehousing facility for its first European CLO.
- Advised Sound Point Capital Management on the establishment of its European CLO platform and first European CLO – Sound Point Euro CLO I.
- Advised Five Arrows Managers LLP (a Rothschild entity) as collateral manager on the €411.4m Contego V CLO transaction.
- Advised Five Arrows Managers LLP (a Rothschild entity) as collateral manager on the €414.3m Contego VI CLO transaction.
'The practice is really commercial, practical and focused on driving the deal ahead', remarks a client of Dentons. The structured products and securitisation practice covers a wide range of transactions including new and innovative areas of the market. It has worked on numerous challenger bank structured financings including Atom Bank's inaugural RMBS deal. It frequently acts in cross-border trade receivables securitisations, which in 2018 involved 20 sellers from 13 jurisdictions, and is a key adviser on EU risk retention requirements in US securitisations. Residential mortgage finance is another key pillar of the practice and encompasses RMBS, covered bonds and warehousing transactions. Leading partner Peter Voisey advises some of the most active originators and arrangers in that market. Led by up-and-coming partner Martin Sharkey, the European CLO practice goes from strength to strength, advising on warehousing, new issuance and refinancing transactions. Consumer loan securitisations, trade receivables transactions and, through Catriona ’Kitty’ Lloyd, advice to trustees are also key focal points for the firm. Edward Hickman, who co-leads the group with Voisey, has broad-ranging expertise in expertise securitisation, loan portfolio sales and structured utility bonds.
Edward Hickman; Peter Voisey
Other key lawyers:
Catriona Lloyd; Martin Sharkey; Celia Gardiner; David Cohen; Matthew Sapte
“We found the Dentons team to be well-balanced between being experts in their area but also being friendly and approachable. They understood the importance of the transaction to us and worked to resolve any issues as quickly and painlessly as possible. They are extremely dedicated and seem to genuinely like each other too.”
“Martin Sharkey has very good cashflow CLO product knowledge and a good network of supporting lawyers. He is engaged, available and very pleasant to work with.”
“Peter Voisey is hugely experienced but always available.”
“Dentons has the ability to provide sound and efficient securitisation advice for structured finance capital markets transactions.”
“Peter Voisey provided outstanding service from the very beginning of his engagement. His ability to synthesise the various transactions and provide sound advice to analysts is key for the legal department. In addition, he provides continued outstanding legal services.”
“The firm has very long and valuable experience in its field and covers several geographical areas in Europe, which is hard to find in other firms.”
” Edward Hickman is an excellent negotiator and immediately gained the trust of all parties involved. He has outstanding knowledge of the sector.”
Volkswagen Financial Services (UK) Limited
Barings (UK) Limited
Oaktree Capital Management
Citicorp Trustee Company Limited
Hogan Lovells International LLP's international debt capital markets group has global reach and multi-jurisdictional capability from London, and it is frequently called upon to handle innovative, first-of-kind and high-value structured finance and securitisation matters. It is an active player in asset-backed and mortgage-backed transactions, in which is acts for blue-chip corporates such as Volkswagen and several international banks, including HSBC. Its work for Volkswagen included the first Automotive STS transaction where the transactions were amended to comply with the criteria for simple, transparent and standardised (STS) regulation which recently came into force. The firm's work for government departments includes advising the Department of Education on the securitisation of a £3.8bn portfolio of student loans. The firm also handles whole-business securitisations and has a dedicated trustee practice. James Doyle leads the practice and with David Hudd is a leading adviser on structured products. Examples of their work include advising BNP Paribas on the annual update of its ground-breaking €20bn programme for secured structured products through a Luxembourg securitisation company. Julian Craughan and Tauhid Ijaz are key securitisation partners. Newly promoted counsel David Palmer also specialises in securitisation.
“The firm has excellent coverage across all ABS and RMBS sectors, along with associated teams in regulatory, tax and corporate.”
“Tauhid Ijaz provides excellent availability and quality of advice. He is highly commercial with great ability to navigate difficult points. He is a true transactional lawyer with an excellent ability to get a deal done.”
“They have tremendous knowledge across multiple jurisdictions and engage their local offices to bring the needed expertise to particular situations.”
“Julian Craughan not only does an excellent job of identifying issues, but he is also great at bringing solutions to these issues that are practical and efficient.”
- Advised the Department of Education on the second sale and securitisation of a £3.8bn portfolio of income contingent student loans.
- Advised 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 £10,000,000,000 Driver UK Master C2 Programme and its £2,000,000 Driver UK Master C3 Programme.
- Represented De Lage Landen Leasing Limited in its first European securitisation; the issuance by DLL UK Equipment Finance 2019-1 plc deal was one of the first transactions to come to market out of the UK in 2019 and is in an asset class (equipment leases) that is not typically represented in the public European securitisation market.
- Acted for the arranger and the originator in respect of a £2.85bn securitisation of hire purchase agreements and personal contract plan auto loan agreements made to borrowers in England & Wales and Scotland.
- Acted for HSBC Bank plc on a warehouse facility plc made by Regency Assets DAC (an Irish commercial paper issuing conduit sponsored by the bank) as senior lender to a start-up residential mortgage lender (Lendco) established by SPF Private Clients in which Cabot Square Capital bought a majority stake in early 2018.
The securitisation practice at Latham & Watkins climbs the ranking this year. It acts for a wide range of funds, private equity houses, banks, issuers and other financial institutions on sophisticated transactions in the London and European markets. It has significant expertise in asset-backed securities, public and private securitisations, cash and synthetic securitisations, and both European and US CLO transactions. Its partners also handle alternative finance, fintech, direct lending and SME loans in the structured market, as well as emerging and niche asset classes such as aircraft leases, auto loans, consumer loans, commercial loans, equipment leases, franchise receivables, insurance-related assets and many more. The derivatives group handles complex structured equity and structured credit transactions across the world. Sanjev Warna-Kula-Suriya is chair of the global structured finance and securitisation practice. Derivatives and capital markets partner Dean Naumowicz handles structured products and shari'ah-compliant derivatives, and frequently handles emerging markets transactions. The firm hired leading partner Jeremiah Wagner from Cadwalader, Wickersham & Taft LLP, along with several associates.
Sanjev Warna-kula-suriya; Dean Naumowicz
Other key lawyers:
Jeremiah Wagner; Shatha Ali; Jeremy Green; Thomas Cochran; Simeon Rudin;
Ares Management LLC
AXA Investment Managers
Bank of America Merrill Lynch
Black Diamond Capital Management LLC
Citibank Global Markets Inc.
Fortress Investment Group
Mizuho Securities Company Ltd
Och-Ziff Capital Managemenet
SoftBank Group Corporation
Banque Saudi Fransi
Mayer Brown International LLP's London structured finance group plays a central role in the firm's global offering and has a key role in novel and complex transactions for leading investment banks and buy-side clients, including alternative credit providers, private equity houses and hedge funds. The firm is now on the panels of both Société Générale and BNP Paribas. Its track record of market firsts, notably in Scandinavian markets, and in novel asset classes such as dealer floorplan securitisations, continues to grow. Global practice co-heads David O’Connor, who handles CMBS and RMBS, and Dominic Griffiths, who frequently acts for leading global banks, are standout partners. Kevin Hawken is a US- and UK-qualified partner with extensive experience representing financial institutions and other participants in cross-border securitisation transactions. He also and has a keen focus on regulatory developments in the structured finance market. Newly promoted partner Merryn Craske works on trade receivables, auto loan and lease, consumer loan and insurance premium loan transactions, as well as CMBS and RMBS. Partner Dasha Sobornova, who acts for arrangers, investment managers, issuers and corporate service providers on a range of structured finance work, but has a particular focus on CLOs, joined from Paul Hastings LLP.
David O’Connor; Dominic Griffiths
“The firm has global reach that is near unparalleled, and high technical expertise, which is a particular advantage in complex multi-jurisdictional, off-balance sheet transactions.”
“The lawyers are very commercial and have great relationships with their clients. They take the time to understand the business of their clients.”
“David O’Connor is a brilliant partner. He is responsive and commercial and has great market and technical knowledge. He is very good at breaking down complex matters into a digestible form.”
“Merryn Craske is a ‘go-to’ expert in trade receivables securitisation and is very personable.”
“Kevin Hawken, David O’Connor and Merryn Craske are all highly responsive and effective communicators. They provide value-added and high-quality legal and regulatory analysis. They are also highly commercial.”
” Dominic Griffith has an excellent depth of knowledge across the entire spectrum of banking and finance law. He combines an incredible business sense with a first class strategic approach.”
- Advised Morgan Stanley and Citibank in their role as arrangers and lead managers on a €540m CMBS transaction.
- Advised Northcross Capital LLP in its role as investment manager on the structuring and documentation of an up to £10bn US and EU commercial paper programme, backed by securities finance contracts with JPMorgan Securities and affiliates and executed via an Irish issuer (Glencove Funding D.A.C.) and a US Delaware co-issuer (Glencove Funding).
- Advised Bank of America Merrill Lynch, BNP Paribas, HSBC and NatWest Markets as joint lead managers in the £331.2 million auto loan securitisation issued by Globaldrive Auto Receivables UK 2018-A.
Morgan, Lewis & Bockius UK LLP's London structured finance group is a key part of the firm's global powerhouse practice, which is among the market leaders in the US. Each of its London securitisation partners has more than 20 years' experience in the market, and many are US- or dual-qualified lawyers who manage cross-border transactions for US, UK, Middle East and Asian clients. They regularly advise on deals involving residential mortgages, marketplace loans, trade receivables, credit cards, asset-backed commercial paper, credit cards, auto loans, student accommodation receivables, commercial mortgages, commercial real estate, ground rents and consumer loans. Through Paul Matthews, it also handles warehouses, cash and synthetic CLOs and CDOs and CAT bonds. Landmark transactions include establishing a $20bn collateralised commercial paper programme utilising covered bond, repo and traditional asset-backed commercial paper technologies, for JPMorgan Securities. BlackRock, BNP Paribas and Citigroup Global Markets are also among its key clients. Matthew Duncan is a leader in the market with a number of first-of-kind transactions to his name.
Other key lawyers:
Theresa Kradjian; Lisa Cargill; Paul Matthews
“The practice is technically excellent with a very coherent team approach to transactions. They are solutions-driven, very innovative and client-friendly. The practice is always responsive right up to senior partner level. They pay equal attention to clients big or small and make it their business to be very knowledgeable as to the strategy and objectives of clients.”
“Paul Matthews is an excellent lawyer, very strong technically, and his knowledge of the practical application of what he is documenting is second to none.”
“Matthew Duncan has superb knowledge of structured finance and debt capital markets. He is innovative, commercial and very user-friendly. He is superb with our clients and ourselves in terms of rendering the complex simple.”
“Lisa Cargill is a superb lawyer who gets transactions done.”
Automotive Rentals Inc./ARI Fleet Leasing Germany
Atom Bank plc
BNP Paribas, London Branch
Bradford & Bingley/UKAR
Cerberus Capital Management/Capital Home Loans Limited (CHL)
Citigroup Global Markets
EFG International/EFG Private Bank
J.P. Morgan Securities
Merrill Lynch International
M&G Investment Management
Pollen Street Capital/PSC Credit Holdings
Waterfall Asset Management
Wells Fargo Securities
UniCredit Bank AG, London Branch
InCol Funding Limited
- Represented JPMorgan Securities in the establishment of $20bn Commercial Paper Programme.
- Acted for asset manager Waterfall Asset Management LLC on a warehouse transaction involving UK small-and-medium-enterprise corporate loans originated through the Funding Circle marketplace lending platform.
- Represented arrangers and dealers in £1.7bn multiple issuances under the Clydesdale/Lanark RMBS Programme.
- Acted as English law counsel to the joint lead managers (Santander Corporate & Investment Banking, Barclays Bank and Citigroup Global Markets) in connection with the seventh securitisation of Finnish auto hire purchase contracts originated by Santander Consumer Finance Oy.
- Acted as US counsel to NewDay Cards in connection with the 2018-2 issuance under its ‘own-brands’ credit cards securitisation programme.
Norton Rose Fulbright has a deep bench of talent handling a range of cash and synthetic securitisations. As well as a strong position in the trade receivables market, the firm also has a prominent role in the RMBS and mortgage covered bonds market, in which it advises issuers, cash managers and trustees on a range of post-issue restructurings, defaults and litigation. The firm is also expanding its reach into the rapidly developing areas of fintech and SME financing. It has handled innovative RMBS deals including a groundbreaking shari'ah-compliant transaction, and a first-of-kind securitisation of shipping loans. The firm's Canadian structured bond and covered bond practice led by Peter Noble is unique in the market. David Shearer co-leads the securitisation practice alongside structured bonds, securitisation and regulatory capital specialist Sandrine Sauvel. Farmida Bi has a particular focus on corporate trustee advice. Associate Merel van der Mersch-Klinkers is a rising star.
David Shearer; Sandrine Sauvel
Other key lawyers:
“The firm has a very strong ability to mix the insurance, securitisation and trade finance worlds cross-practice.”
“David Shearer is a great partner who lets associates get on with work, but behind the scenes provides senior support. ”
“The firm seems uniquely well-balanced between bank-side securitisation and work for corporate clients.”
“The firm has enthusiastic, knowledgeable, great transactions counsellors in addition to merely providing legal advice, and at a personal level they are a pleasure to work with.”
Bank of America Merrill Lynch
Eurobank Ergasias S.A.
Intertrust Management Limited
Royal Bank of Canada
- Advising Al Rayan Bank on a £250m shari’ah-compliant RMBS – the first such transaction in the UK.
- Advising Amsterdam Trade Bank N.V. on its debut $250m securitisation of shipping loans.
- Advising Citicorp Trustee Company Limited on consent solicitations for restructurings of £500m of notes outstanding on commercial mortgage-backed securitisations.
- Advising Intertrust on €155m CMBS restructurings.
- Representing HSBC as trustee and agents on £270m handset receivables-backed private securitisation.
Clients praise the 'depth of experience and commerciality' at Paul Hastings LLP. The firm has a long-standing reputation as a leader in the CMBS market, but in recent years it has broadened its focus considerably to include RMBS and CLO transactions, as well as credit fund and risk retention mandates. Its capital markets practice acts for private and public corporations, investors, funds, and investment banks in structured finance, securitisation and derivatives matters. Its recent flagship transactions include advising Kensington Mortgage Company on the purchase of a large pool of residential mortgage loan assets from legacy Lehman transactions involving the voluntary redemption of eight RMBS deals. In the CLO market, the firm has quickly become a prominent player globally, with the London team central to that progression. The firm also operates a dedicated Italian structured finance team from London. Conor Downey and Michael Smith are standout securitisation partners. Cameron Saylor specialises in structured finance, securitisation and credit funds, with a focus on CLOs. Diala Minott's practice encompasses CDOs and CLOs, including bespoke hybrid mid-market CLO-type funds.
Simmons & Simmons is a structured products powerhouse and has significantly enhanced its securitisation offering in recent years. The firm acts for nine of the world's ten world’s largest investment banks, as well as advising a host of major buy-side clients. It assists many hedge fund and institutional asset manager clients with structured products and regulatory matters. It also has a specialist practice advising government and supra-national clients, including the British Business Bank and the European Investment Fund. Key strengths of the practice are complex asset repackaging transactions and advice to corporate trustees. Head of structured finance and derivatives Paul Browne is a standout partner for structured debt products, notably structured equity-linked and structured fund-linked transactions. Up-and-coming partner Eucharia Bragg is recommended for structured credit products. The firm has boosted its presence in the securitisation market and is handling a growing number of public deals. It is also a market leader in synthetic securitisations. Michael Lorraine is the standout securitisation partner. Newly promoted partner Kathryn James is recommended for CMBS, RMBS and credit card transactions. Vastly experienced partner James Grand joined from Freshfields Bruckhaus Deringer LLP.
Other key lawyers:
“Its client service and pricing is the best in the market. The team is flexible, hungry, and willing and able to work to tight deadlines.”
“Paul Browne has led the firm to the top of the market since his return from Asia. He is experienced, responsive, flexible, solid. I would always recommend him.”
“The firm has a capable team led by experienced individuals who have gathered diverse experience in their individual fields.”
“Amer Siddiqui has a unique blend of experience in securitisation and structured debt financing and I cannot recommend him highly enough.”
“The team is extremely impressive. The quality of service and legal advice is always equal to – and in many cases higher than – Magic Circle firms operating in the same sector. The partners are extremely knowledgeable and responsive, with a solutions-led approach. They have a strong bench of associates who are proactive and really go that extra mile.”
“Alan Davies’ wealth of knowledge and experience is invaluable. He has seen everything and is phased by nothing.”
“Eucharia Bragg is extremely detail-focused and has outstanding client skills. She is always fully available and happy to share her expertise.”
“Oliver West is a real rising star. He provides excellent knowledge and client service.”
“The firm provides us with dedicated, highly specialised and focused services.”
“The team has made serious advances in its offering in recent years. Whereas previously they have been associated with more commoditised work, we are starting to see them more on the structured and complex deals. This is down to good management and recruitment in recent years.”
“Paul Browne is an experienced, high-quality lawyer who is able to operate across a broad spectrum of asset classes. He is incredibly responsive and offers excellent value for money. Under his leadership, the group has really excelled in recent years.”
Bank of America Merrill Lynch
British Business Bank
Citigroup Global Markets Limited
European Investment Fund
Pollen Street Capital
Royal Bank of Scotland/ NatWest Markets
- Counsel to the European Investment Fund in relation to its portfolio of mandates from the European Union to support lending to SMEs across Europe, including the InnovFin, COSME, EaSI and Cultural and Creative Sector (CCS) mandates.
- Advised a group of five of the world’s leading global investment banks as joint bookrunners on a non-dilutive exchangeable bond issuance by a Swiss insurance company repackaged through a Dutch SPV, with bespoke equity-linked and regulatory capital features and a hedge to offset share delivery obligations.
- Acted as English law and primary transaction counsel for Citibank Europe plc as arranger of the PTSB Glenbeigh transaction.
- Acted as legal counsel for Citigroup Global Markets Limited and three other leading global investment banks as arranger and joint lead managers on the second securitisation of student loans in the UK.
- Acted as arranger counsel for BofA Merrill Lynch and another leading investment bank on a securitisation of buy to let mortgages originated by Godiva Mortgages Limited.
'The firm has great depth of expertise from partner down to junior associates', says a client of Slaughter and May. The firm climbs the ranking due to the breadth of its work and its stellar client base. The securitisation and structured finance practice advises on every major asset class including RMBS, CMBS, credit cards, trade receivables, auto-loans, whole-business securitisation and CLOs. It handles both cash and synthetic securitisations for a range of market participants, among which are originators, arrangers and investors. It is active both in new issuance and the restructuring of existing transactions. Leading partner Guy O’Keefe acts for borrowers, lenders and issuers in complex securitisations. Oliver Wicker leads on structured products for financial services providers, investment funds and corporates. The firm is known for finding innovative solutions to complex financing problems and helps clients deal with regulatory change and in particular the impact of the new EU Securitisation Regulation on existing and new transactions. It is particularly active in the RMBS sector for clients including Santander UK, and has a significant presence in the covered bond market.
Guy O’Keefe; Oliver Wicker
Other key lawyers:
Richard Jones; Oliver Storey
‘The firm is excellent at thinking about the right solution for the deal and coming up with a bespoke solution rather than just following precedent.”
“Guy O’Keefe is entirely unflappable and solution-focused.”
“Oliver Storey thinks deeply about the issues and proposes pragmatic solutions.”
Paratus AMC Limited
PSA Finance Limited
NewDay Cards Limited
UK Asset Resolution Limited
Santander UK plc
International Finance Facility for Immunisation (“IFFIm”)
- Advised Paratus AMC on both its securitisation of newly-originated mortgages (Twin Bridges) and its RMAC No. 1 and RMAC No. 2 securitisations, which were refinancings of a portfolio of pre-2008 mortgages which were until March 2018 held in pre-2008 securitisations.
- Represented PSA Finance Limited in relation to the renewal of its existing securitisation of auto loan receivables.
- Represented NewDay Cards Limited in relation to a public debt issue under its own-brand credit card securitisation.
- Represented UK Asset Resolution in relation to the disposal of legacy owner-occupied and buy-to-let mortgages.
Weil, Gotshal & Manges (London) LLP has a long-standing reputation as the dominant manager counsel on European CLOs. The firm is sole counsel for leading global managers Blackstone/GSO and Carlyle Group, which are among the most active market participants. In total, the firm acts for seven of the leading managers in the CLO market, as well as arrangers such as Deutsche Bank. The practice's recent work also includes the development of new and innovative structures, including two bespoke securitisations to provide capital for development loan origination. In the loan portfolio space, it has also worked on credit and servicing platforms that can be used by multiple banks for their non-core assets and acting on asset sales and purchases. London practice head Jacky Kelly, who also co-leads the firm's global structured finance and derivatives group, is a standout partner for advice to asset managers on CLOs. Brian Maher not only handles CLOs, but also consumer asset securitisations and other bespoke asset-backed financings. Up-and-coming CLO partner Alexander Martin is also recommended.
“I like working with Weil Gotshal because the quality of advice is exceptional, whether that be from partners or associates. I get very timely responses, tailored commercial advice and the partners always make themselves available. Their understanding of the structured finance and securitisation market is second to none and I feel as though I am getting strong, commercially-focused advice based on the latest regulations and market practice.”
“Jacky Kelly is a very experienced operator in the market. She is very approachable and good to deal with.”
“Alexander Martin is a new partner with a lot of experience in structured finance, who is very technical but understands the commercial issues that we face.”
“The firm has an excellent understanding of the funds market, credit fund transactions and the impact of regulatory and capital markets requirements on structuring of complex cross-border transactions.”
“Alexander Martin has an excellent understanding of the European and US regulatory frameworks impacting credit fund investors across a number of different strategies.”
“The team is best in class when it comes to structured NPL financing transactions. They act as a one-stop shop for sponsors, even if they don’t have a local practice. This is extremely helpful when working on a complex transaction.”
“The firm provides timely, commercially-focused advice. They combine strong technical knowledge with an understanding of our business. Responsiveness is second to none, as is partner engagement.”
“Jacky Kelly is an excellent client relationship partner who still finds time to work on my matters.”
“Alexander Martin has great client skills, as well as excellent technical knowledge and understanding of the business.”
Blackstone / GSO
Apollo Management International / Redding Ridge
Lloyds Banking Group
Deutsche Asset Management
- Advised General Atlantic in its $250m strategic minority investment in Greensill Capital Pty Limited (Australia).
- Advised VINCI Airports SAS (France) (an indirect subsidiary of VINCI SA) in its £2.9 billion ($3.7 billion) acquisition of a majority stake in Gatwick Airport Limited, in which existing financing consists of an extremely large and complicated whole business securitisation.
- Continued to act for Blackstone/GSO, one of the most frequent issuers in the European market, as sole counsel for CLOs; new CLOs in 2018-2019 included Milltown Park, Marlay Park, Sutton Park and Crosthwaite Park, as well as on the reset of Griffith Park.
- Acted on a number of CLOs for Carlyle in 2018, including: CELF Euro CLO 201, CELF Euro CLO 2018-2 and CELF Euro CLO 2019-1.
- Advising BlackRock Investment Management (UK) Limited on BlackRock European CLO V, VI, VII, VIII and IX as well as the CLO 1 Reset.
Ashurst joins the ranking having invested heavily in launching its UK securitisation practice. Head of securitisation Jonathan Walsh joined from Baker McKenzie in 2018 along with partner Thomas Picton from Clifford Chance LLP, to boost the firm's structured finance capability. 'Veteran securitisation expert' Walsh has more than 30 years' experience in asset-backed securities transactions for conduit sponsors, originators, lead managers and trustees. Picton acts for banks, mortgage lenders, auto finance companies, asset managers and private equity firms in the core areas of RMBS and auto ABS. The firm's work also encompasses trade receivables transactions, covered bonds, and fintech securitisations, CMBS, Islamic structures and bespoke derivatives. The group also works closely with the firm's international portfolio transaction practice in respect of portfolio acquisitions and subsequent securitisations of acquired assets. Jasmine Tiw is recognised as a leading specialist in structured products.
“The firm has an extremely knowledgeable, commercially-minded securitisation team.”
“Jonathan Walsh is one of the legends of the European ABS market, with a plethora of knowledge and experience.”
“Jonathan Walsh is probably the most experienced lawyer for trade receivables securitisation. Not only knowledgeable, he is very much solutions-oriented.”
“Jonathan Walsh has exceptional market knowledge, goes above and beyond in transactions and is always very responsive. He works hard to get deals across the line and is a pleasure to deal with. It is thoroughly enjoyable working with him and his team.”
“The practice has great partner coverage when needed. Tom Picton always finds a pragmatic solution, even if it challenges the status quo.”
Santander UK plc
Bank of America Merrill Lynch
Praetura Asset Finance Group Limited
- Acting for Praetura Asset Finance in a private revolving securitisation of receivables relating to hire purchase, lease and loan contracts originated by Praetura’s asset finance business.
- Acting for Lloyds Bank Corporate Markets (as Arranger and Joint Lead Manager) in respect of the public securitisation of a portfolio of UK auto loans originated by Mercedes-Benz Financial Services UK Limited (as Seller/Servicer).
- Advising Santander UK plc as seller and servicer on the update of the Holmes residential mortgage master trust programme.
At Baker McKenzie, 'the team is excellent - its advice is practical and its level of service is superb'. The firm climbs the ranking having built up its capability with senior hires in 2018. Simon Porter leads the structured capital markets practice and the firm's market-leading corporate trust group. Matthew Dening joined from Sidley Austin LLP to chair the firm's derivatives group, which handles a significant flow of structured products work. Michael Doran, who acts for private equity and credit funds, sovereign governments, investment banks, state-owned entities, supranational banks and multinational corporations, joined from White & Case LLP. Newly promoted partner Jeremy Levy and associate Sarah Porter are ones to watch. The firm regularly handles complex cross-border transactions and bespoke structured deals for corporates, financial institutions, funds, trustees, corporate service providers, rating agencies and platform providers involving auto loans, residential mortgages, real estate, SME loans, consumer loans, trade receivables and payment obligations.
Other key lawyers:
“Simon Porter and his team consistently offer excellent, practical advice and I particularly value the long-term view they take of our relationship.”
Bank of America Merrill Lynch
Deutsche Trustee Company Limited
Link Asset Services
The Bank of New York Mellon
The Bank of Tokyo Mitsubishi
- Advising Link in connection with the default of the Debussy CMBS structure following the collapse of Toys’R’Us.
- Advising BNP Paribas (BNP) and Citigroup (Citi) as transaction counsel in connection with the issue of GBP402.8m notes by Turbo Finance 8 PLC.
- Advised Homeloan Management Ltd as Back-up Servicer for a warehouse transaction.
- Advising the Finalbion Group in connection with the issue of notes by Finalbion S.V. S.A., which are backed by factoring receivables, reverse factoring / supply chain finance receivables and loan receivables originated by the Originator or group entities.
- Acting for the Trustee, Collateral Administrator, Custodian and Account Bank on a number of synthetic transactions.
DLA Piper acts for multinational banks and financial investors in growth securitisation markets, as well as handling cross-border structured finance transactions. In 2018, it saw significant activity in CMBS, RMBS, CLO and auto loan securitisations in the UK, Greece, Poland and Portugal. It also acted in US and European arbitrage CLOs, finance platform structuring for new challenger banks with fintech services, and both performing and non-performing portfolio transfers. Among its most recent innovations is its partnership with tokenisation platform Tokeny to develop an off-the-shelf tool to link corporate issuers with investors through blockchain technology. Vincent Keaveny has more than 20 years' experience in advising banks, financial institutions and corporates on securitisation and structured finance. Martin Bartlam is a leading adviser on fintech applied to mortgage platforms and real estate financing structures. Steven Krivinskas acts for financial institutions and borrowers, and has an increasing focus on transactions in the fintech sector.
Martin Bartlam; Vincent Keaveny; Mark Dwyer
Other key lawyers:
Ronan Mellon; Bryony Widdup; Steven Krivinskas
“The firm has in-depth knowledge from a legal perspective and extensive experience in various securitisation transactions, and is, therefore, able to be pragmatic.”
“The experience we have had with Steven Krivinskas cannot be described as anything other than fantastic. He comes with the full package: in-depth knowledge and excellent commercial awareness.”
“The practice is very easy to deal with, technically good, responsive and commercial – all while being easy going and personable.”
“Ronan Mellon is very responsive, experienced and commercial.”
Ares Management LLC
Aspect Capital Limited
Accunia Fondsmaeglerselskab A/S
Frontera Capital B.V.
Banca IMI S.p.A.
Merlin Entertainments Plc
Saar Capital Limited
Mosel Capital Limited
Green Deal Finance Company
- Advising Autohellas S.A. as originator and servicer and StormHarbour Securities LLP as arranger on the securitisation of auto leases extended to Greek corporates and SMEs and the issuer of notes listed on Euronext Dublin and rated by S&P and Scope.
- Advised on a number of issues by Frontera Capital B.V. linked to debt obligations of the Republic of Kyrgyzstan, including Series 18 KGS 1,162,375,356 Credit Linked Notes due 2028, and Series 19 KGS 664,790,853 Credit Linked Notes due 2020.
- Advised Ares European Loan Management LLP as collateral manager on a collateralized loan obligation transaction, involving issuance by Ares European CLO IX B.V.
- Advising Accunia Fondsmaeglerselskab A/S as the collateral manager in respect of Accunia European CLO III DAC’s €361,750,000 collateralised loan obligation issuance.
- Advised Green Deal Finance Company on the securitisation of its green deal loans arranged by Citibank.
Fieldfisher has a financial markets and products group that acts for a diverse array of clients, including US and European banks, trustees and hedge funds. The practice is led by Guy Usher, who focuses on derivatives and repos in securitisations, CDOs, leveraged loan structures, and project financings and has been growing at junior and mid-level in recent years. Stephen Moller advises fintech companies and investment managers on receivables financings; Dougall Molson advises on securitisations, receivables and inventory financings with a particular focus on commodities; and securitisation specialist Richard Todd has almost 20 years' experience in representing arrangers, lenders, sponsors, issuers and originators. The practice continues to attract new clients, including start-up peer to peer lending platforms and established financial institutions. It focuses on bespoke transactions, notably for issuers, corporate services providers, trustees, and servicers. Gonzalo Fernandez leads on trustee matters.
Baker Tilly Creditor Services LLP
Credit Suisse Asset Management
Citigroup Global Markets Limited (outsourcing team)
Credit Suisse Asset Management
Estates and Infrastructure Exchange
Law Debenture Trust Corporation
Link Asset Services and Link Mortgage Services
Lucid Trustee Services Limited
Open Access Finance Limited
RM Capital Markets Limited
U.S. Bank Trustees Limited
- Advising Link Asset Services in its role as corporate services provider for bond issuers on the restructuring of multiple residential mortgage-backed securitisations.
- Advised new corporate services provider client Ocorian on the establishment of new pre-securitisation warehouse for commercial real estate loans.
- Advised the bond issuer on a new £336m Residential Mortgage Securities No. 31 PLC residential mortgage-backed securitisation.
- Advised Société Générale, Citigroup Global Markets and SMBC Nikko as Joint Lead Managers on new $500m ABS issuance from the Trafigura commodity receivables securitisation programme.
- Advised Link Asset Services as the corporate services provider for the issuers of three warehouse securitisations.
Herbert Smith Freehills LLP focuses on high-end, complex and multi-jurisdictional transactions and specialises mainly in bespoke deals for originators as well as arrangers, lenders and other market participants rather than handling a high volume of transactions. The firm's securitisation practice acts for leading investment banks, private equity houses and their portfolio companies, originator banks and other market participants in the structuring of new and innovative deals. The structured finance practice also focuses on novel transactions, such as advising Tideway on the Thames Tideway Tunnel funding programme that includes the first time use of a deferred purchase structure for a major infrastructure project in the sterling market. Michael Poulton has 20 years' experience in advising on sophisticated and ground-breaking securitisation transactions. Jake Jackaman frequently handles whole business, development loan and other receivables securitisations. Up-and-coming partners Joy Amis and Nick May are ones to watch.
Michael Poulton; Dina Albagli; Jake Jackaman; Nick May; Joy Amis
Agricultural Bank of China
- The firm continued to advise Tideway in relation to the update and maintenance of its £10bn debt issuance programme and various issuances of notes.
- Advised strategic client Société Générale on a significant Brexit project during 2018.
- Advised Optimum Credit Limited on several transactions in 2018, including a securitisation of a portfolio of second charge mortgages in 2018 arranged by NatWest Markets (Castell 2018-1).
- Advised the Funding Circle SME Income Fund Limited as equity investor on a warehouse transaction for loans to small and medium-sized businesses originated via Funding Circle UK’s lending platform.
McDermott Will & Emery UK LLP joins the ranking having invested heavily in its structured finance capability in 2018. The firm hired both new practice head Rachel Kelly, who has more than 30 years' experience in the market, and counsel Kerry Pettigrew from Bryan Cave Leighton Paisner LLP. The practice advises on a broad range of structured finance, securitisation and structured products, including commercial and residential real estate transactions, CLOs, CDOs, warehouse financing, loan sales and receivables and trade financing, as well as whole business securitisations, project bonds, repackagings and structured bonds. Among its clients are arrangers, originators, lenders, borrowers, corporates, insurance companies, investment managers, SMEs, investors, note issuers, servicers, account banks, swap counterparties and rating agencies. Kelly's arrival has seen the firm significantly boost its market presence in the securitisation, CLO and structured products markets.
Other key lawyers:
Kerry Pettigrew; Ranajoy Basu
“Rachel Kelly is a very experienced structured finance lawyer who is a pleasure to work with. Her knowledge and approach are top of the class and she sets the standard for others.”
“The firm has a wealth of knowledge and practical experience in dealing with structured finance transactions. It is a hidden gem away from the mainstream.”
“Rachel Kelly takes the time to listen to what you are trying to do and suggests realistic solutions.”
American Family Life Assurance Company of Columbus, Inc. (“AFLA”)
- Advised lender on a £40m+ structured financing of the acquisition of 23 care homes in the north of England involving a corporate acquisition, related property acquisition and disposal of ground leases over the property and internal reorganization.
- Advising American Family Life Assurance Company of Columbus (“Aflac”) on the global restructuring of its businesses.
Milbank joins the ranking due to its prominent position in the CLO market. The firm's alternative investments group is among the leading advisers to manager counsel globally, and it was the first to handle a CLO 2.0 transaction following the financial crisis. The practice acts for collateral managers, arrangers, issuers, derivative counterparties and anchor investors in a large number of credit arbitrage transactions, with the London group acting for prominent market participants including PGIM, BlueMountain, KKR, Bain Credit, Deutsche Bank and Cairn Loan Investments. The firm also has a strong structured products practice and recently advised on a number of total return swap platforms and synthetic securitisations. James Warbey is the key partner.
Other key lawyers:
John Goldfinch; Jennifer Ellis
Cairn Loan Investments
PGIM (formerly Pramerica)
AXA Investment Managers, INC
Bardon Hill (formerly Halcyon)
Investcorp Credit Management EU Limited
Attica Bank S.A.
- Advised PGIM in its capacity as Collateral Manager and Retention Holder in respect of a new issuance Sterling CLO by Dryden 63 CLO B.V.
- Advised KKR Credit Advisors (Ireland) Unlimited Company in its capacity as Investment Manager and Retention Holder with respect to the new issuance of a €409,500,000 European CLO by Avoca CLO XIX DAC.
- Advised Halcyon Loan Advisors (UK) LLP in its capacity as Collateral Manager and Retention Holder with respect to a refinancing of a €383,500,000 European CLO issued by Halcyon Loan Advisors European Funding 2016 DAC.
- Advised Investcorp Credit Management EU Limited in its capacity as Portfolio Manager and Retention Holder in connection with the financing of a €425,300,000 European CLO issued by Harvest CLO XV DAC.
- Advised Cairn Loan Investments LLP in its capacity as Investment Manager and Retention Holder in connection with the new issuance of a €374,900,000 European CLO by Cairn CLO X B.V.
The structured finance group at Pinsent Masons LLP works across its network of UK offices, in addition to its London hub, and handles syndicated lending, real estate finance, acquisition and leveraged finance, asset-based lending, social housing finance, securitisations and debt capital markets work. Edward Sunderland leads the practice, which hired partner Carl Posern from Linklaters LLP, whose work includes cash and synthetic securitisations, and senior consultant Ian Falconer from Freshfields Bruckhaus Deringer LLP, who has been active in the UK securitisation market since its inception. The practice is lender-focused and is on the legal panels of all of the main UK clearing banks. For one bank, it handled several several asset-backed commercial paper transactions in 2018, both new deals and restructurings, and its securitisation team frequently advises arrangers and originators on term and conduit deals. Roberta Markovina, formerly of Herbert Smith Freehills LLP, has added US securities capability to the practice.
- Represented Lloyds Bank plc as lead manager on the £135,630,000 bond refinancing of the Belmarsh West prison project.
- Represented the Lowell Group in connection with the private securitisation of a portfolio of unsecured consumer debt obligations.
- Represented the issuer in connection with the public securitisation of a portfolio of vehicle receivables originated by Vauxhall Finance plc.
- Represented joint lenders in connection with an ABCP conduit securitisation of hire purchase receivables.
- Represented a rent-to-own retailer in the restructuring of its structured receivables financing.
Reed Smith LLP
Reed Smith LLP provides 'practical, hands-on, sound advice, a highly competent work product and very good value for money'. The firm has steadily grown its structured finance and securitisation practice since 2012 and now has 11 partners in London working with teams in New York, Hong Kong and Singapore to advise on cross-border transactions. The practice led by EMEA managing partner Tamara Box acts for arrangers, originators, investors, note issuers, servicers, trustees, account banks, swap counterparties and rating agencies in securitisation transactions including RMBS, CMBS, trade receivables, shipping loan and auto securitisations and CLOs. The firm also has significant experience acting for banks’ special situations and treasury desks, and credit and private equity funds, on the sale and purchase of distressed and non-performing loans. Up-and-coming partner Sarah Caldwell is recommended for securitisation, debt capital markets and corporate trust matters.
Other key lawyers:
Sarah Caldwell; Nick Stainthorpe; Angelina Soon; Simon Hugo; James Fisher; Iain Balkwill; Andrzej Janiszewski
“Nick Stainthorpe consistently excels. He has a strong commercial focus and a thorough understanding of both the law and complex transactional processes. He builds strong client relationships through a very open, two-way communication process.”
“The firm is highly service-oriented, fast to respond, and manages expectations well. It manages to take into account our precise needs and concerns and adapt its level of service to our needs.”
“The team in incredibly strong, with an obvious strong collaborative ethos between team members. The team has a particular breadth of experience from having been engaged in a very large number of post-Financial Crisis workouts, so it is alive to what can happen when these deals go wrong.”
“The lawyers have seen everything and have gotten under the bonnet. This gives them confidence to know what matters and, more importantly, what does not, which allows them to be results-focused and pragmatic, reaching sensible solutions quickly. They provide strong client interaction where the client feels very well looked after.”
“Tamara Box is a superstar. She has seen the sector rise from a relatively niche sector to the boom heights, and fall, and return again, and brings that wealth of experience to bear. Many of the team have worked with her for many years, and it is no surprise why. She is super-commercial, fair, solution-focused, a warm personality and a pleasure to deal with.”
“Simon Hugo has a winning combination of a fantastic grasp of detail combined with a winning personality that allows him to traverse even the most fraught negotiations. He builds strong relationships with clients.”
“Counsel Andrzej Janiszewski is a very clever guy who is able to articulate arguments simply and reach solutions. He is highly likeable, responsive and great to deal with.”
“The practice has first-rate technical abilities allied with a commercial and practical mindset. It is solution-focused, very responsive and extremely diligent.”
Shearman & Sterling LLP joins the ranking for its strong capability in structured products. The practice advises on complex and bespoke structured financial products, rather than focusing on volume work, and it frequently advises FTSE100 and Fortune 500 companies on both English law and New York law financing products, as well as providing assistance with regulatory changes that affect the market. The firm has particular expertise in equity financing transactions involving equity derivatives and margin loans, in which it acts for both lenders and borrowers. The practice also specialises in complex credit trading advice linked to distressed trading, insolvency and litigation. The practice is led by Patrick Clancy, who handles English law derivatives transactions, bespoke structured finance products and capital markets transactions for financial institutions, hedge funds and infrastructure providers; and James Duncan, who frequently handles the structured finance aspects of M&A, asset finance and leveraged finance transactions.
Patrick Clancy; James Duncan
Other key lawyers:
Leona McManus; Sara Couling
“The firm is highly capable, very accessible and responsive, and knowledgeable on relevant market developments.”
“Patrick Clancy is whipsaw smart, highly capable and responsive.”
Ardagh Group S.A.
Italo Nuovo Trasporto Viaggiatori S.P.A.
Cyrus Capital Partners, LLC
Cyprus Co-operative Bank
ICE Benchmark Administration
ICE Clear Europe
- Advised GLOBALFOUNDRIES Singapore PTE LTD on a Singapore-based sale and leaseback financing for GLOBALFOUNDRIES based on the existing double trust structure of the original financing completed in 2018.
White & Case LLP has a broad structured finance and derivatives group that includes an active European CLO practice. Since 2013, it has advised arrangers and managers on more than 60 transactions. The firm acted as sole legal adviser to the G20 Sustainable Finance Study Group on the creation of a sustainable CLO market to support the world’s transition towards a sustainable economy. The London office also has a strong English law securitisation practice, which handles consumer credit, mortgage-backed and NPL transactions, as well as innovative deals in asset classes relating to commodities and sustainability. Working closely with the firm's lawyers in the US, the practice has provided advice to CLO clients on risk retention regulations in both the US and in Europe. Leading derivatives expert Ingrid York leads the structured finance practice and is active in cash and synthetic securitisation, as well as CLOs. Chris McGarry leads on securitisation and frequently advises arrangers, issuers and sponsors on CLOs, consumer asset-backed securities, residential mortgage-backed securities, trade receivables and esoteric assets classes such as commodities and tax receivables.
Ingrid York; Chris McGarry
Other key lawyers:
Tom Falkus; Debashis Dey; Claudio Medeossi; Richard Blackburn; James Jirtle; Nathaniel Crowley
“Compared to other law firms, it offers greater availability, better responsiveness and a more problem-solving approach.”
“The partners are very experienced, business-minded, responsive, sharp, and quick in grasping the substance of the issues.”
Bank of America Merrill Lynch
Crédit Agricole Corporate and Investment Bank
European Investment Fund
G20 Sustainable Finance Study Group (SFSG)
National Bank of Greece
- Representation of Amigo Holdings PLC (Amigo), the leading company in the UK guarantor loan space, on the completion of its inaugural £150m securitisation facility and subsequent upsize to £200m.
- Represented BNP Paribas as initial purchaser and sole arranger of the €321.30m reset of Contego CLO III for Five Arrows Managers.
- Representation of JPMorgan Securities plc as placement agent and settlement agent on the redemption and refinancing of the existing rated notes of BlueMountain EUR CLO 2016-1 DAC.
- Acting for Morgan Stanley & Co. International Plc as Arranger, Initial Purchaser and Placement Agent on the redemption of the existing rated notes and the reissue of GLG Euro CLO I.
- Representation of Merrill Lynch International as arranger of the €413.5m Harvest CLO XIX.
Bryan Cave Leighton Paisner LLP
The structured finance practice at Bryan Cave Leighton Paisner LLP focuses on large, complex and esoteric deals rather than lower-margin and commoditised securitisation transactions. The firm acts for equity sponsors and originators, private equity and hedge funds or subsidiaries of banks looking to access the securitisation markets for the first time, as well as arranger banks, trustees, loan servicers and asset managers. The firm lost key partner Rachel Kelly and counsel Kerry Pettigrew to McDermott Will & Emery UK LLP but retains significant expertise in the practice. Lead partner Prashanth Satyadeva is the co-global head of the firm's structured finance group and specialises in international securitisation and asset-backed finance transactions in the banking real estate, consumer finance, infrastructure and renewables and insurance sectors. CMBS specialist Eleanor Hunwicks and trustee expert Peter Knust also play key roles.
Complex Finance Advice Panel for Central Government Entities.
BNP Paribas Personal Finance UK (LaSer UK)
Deutsche Bank AG (Singapore and Hong Kong branches)
Amber Infrastructure Limited
OCBC and separately UOB – two of the largest banks in Singapore
United Bank of Israel/Bank Hapoalim
- Advised Homes England and MHCLG as Guarantors on CMBS issuances under the £3.5bn Private Rented Sector Guarantee Scheme.
- Advised CBRE Loan Services Limited on Elizabeth Finance 2018 DAC, which is a securitisation of two loans that were originated by Goldman Sachs International Bank.
- Acting for CBRE Loan Services Limited as servicer and special servicer in relation to a Dutch CMBS arranged by Goldman Sachs Bank USA.
- Adviced CBRE as delegate servicer/special servicer in relation to the Italian CMBS arranged by JP Morgan which closed in December 2018.
- Advised on the feasibility of the securitisation of £9bn in shared equity second lien mortgages.
Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP handles a broad range of securitisation and structured products work, and has notable experience in secured debt, infrastructure and transportation bond financings, CMBS, RMBS, pan-European trade receivables securitisations, auto loan ABS and CLOs. Among its clients are borrowers, lead arrangers and a range of other parties. Marcus Mackenzie and Christopher Barratt are the key partners in London. MacKenzie handles transactions relating to large infrastructure assets such as ports and airports, while Barratt focuses on structured finance transactions involving infrastructure, transportation and real estate assets.
Gide Loyrette Nouel LLP 's securitisation and asset-backed finance practice has 'very strong product knowledge, very strong communication skills and a good network in the industry'. The firm played a key role in the development of the French securitisation market and now operates three key hubs: in London, Paris and New York, which provide advice on transactional, regulatory and clearing matters in relation to structured credit, synthetic securitisation and collateral management, FX, strategic equity and structured programmes. Its securitisation work includes whole-business, trade receivables, mortgage and lease transactions. Among its clients are leading French and international banks, fund managers and corporates. Dimitrios Logizidis, who is qualified in both French and English law, leads the London banking and finance practice.
“Dimitrios Logizidis is a very experienced partner who is very much client- and solution-oriented. I would highly recommend him as he has been key in helping us close transactions.”
Credit Industriel et Commercial (CIC)
(The) Ministry of Finance of Morocco
- Advised Europcar Mobility Group on the renewal, extension and restructuring of Europcar’s €1.7bn car fleet securitisation transaction.
- Advised BNP Paribas as the arranger of a €675m international trade receivables securitisation transaction in the context of its extension to Croatia.
- Advising CIC London and CIC Paris in connection with the setting up of a new joint warehouse facility between Goldman Sachs and CIC to be ramped up and used for a new CLO transaction to be launched later in 2019.
- Acted as legal counsel of the Moroccan State in the setting-up of the first issuance of sovereign Sukuk in Morocco through the setting up of a Moroccan securitisation vehicle.
- Advised CM-CIC Private Debt in the setting-up a French SPV, “CM-CIC DEBT FUND 2” which would invest in assets consisting of corporate and leveraged finance debt (e.g. LBOs).
K&L Gates LLP
K&L Gates LLP has a debt capital markets practice that has considerable experience in CMBS transactions and and CLO 2.0 deals in Europe. It acts for a wide variety of market participants including financial institutions, boutique arrangers, major corporations, trustees and rating agencies. Andrew Petersen leads the London finance practice but the standout structured finance partner is Sean Crosky. His work encompasses debt capital markets, structured products, receivables financings, restructurings and Islamic finance, particularly for trustees, loan agents and corporate service providers. His recent highlights include securitisations of trade receivables, auto loans, residential mortgages, commercial mortgages, insurance contracts, portfolios of loans and transport assets, as well as transactions involving asset backed commercial paper, conduit financing and covered bonds.
Other key lawyers:
” It is a very good firm and Sean Crosky is a very good partner with good all round market knowledge. He is also very personable.”
State Street Bank and Trust Company
- Advising U.S. Bank and trustee and agent on the redemption of the €300m Taurus 2015-2 DEU CMBS and the issuance of the €300m Taurus 2018-3 DEU CMBS.
- Advising U.S. Bank as Trustee and Agent on a number of CLOs including: GLG EURO CLO IV, GLG EURO CLO V, Cadogan XI, Penta 4, and Invesco EURO CLO.
- Advising SSBTC as trustee and agent on various matters relating to European Carlyle CLOs including various resets.
- Advising U.S. Bank on its appointment to roles in the Newfoundland and Heta CLOs.
- Advising the Issuers in Theatre (Hospitals) CMBS 1 and 2 regarding various matters including the restructuring of the underlying property group.
Macfarlanes LLP focuses on innovative and highly complex transactions, frequently involving fund-based structures, as the structured finance team has significant expertise in fund formation. Its work includes covered bonds, CLOs, receivables financings, fund structures and alternative lending platforms, portfolio transactions and liability management, restructurings, synthetic securitisation and other structured products. The 'user-friendly, sensible and responsive' Richard Fletcher leads the practice, which acts for financial institutions, corporates, servicers, fund managers, investors, trustees and other market participants. He handles a variety of ABS transactions, frequently involving investment funds and consumer finance-focused businesses. Goldman Sachs and NatWest Markets are among his key clients.
“Richard Fletcher held our hands through a complex securitisation of a Spanish factoring business, providing guidance where needed but not being overbearing or interfering. He is sensitive to cost pressures and pleasant to deal with.”
“Cost-effective, flexible and thorough. A really good alternative to the Magic Circle.”
“Richard Fletcher is easy to work with and commercial.”
“Macfarlanes is a solid choice for securitisation transactions. .”
“The firm exceeded our expectations and we would have no hesitation in using it again. Richard Fletcher remained consistently involved in the transaction, was always readily available and we very much enjoy working with the team.”
Insight Investment Management (Global) Limited
NatWest Markets Plc / RBS
- Acted for Goldman Sachs as lender in respect of a £200m structured note issuance facility (Delta Asset Backed Securitisation2) to support a private securitisation of bridging loans originated by Together Financial Services.
- Advised Insight on the issuance of a variable funding note by MSP Capital One Limited, part of the MSP Capital group.
The London-based real estate finance and securitisation team at Ropes & Gray LLP has carved out a place in the market since it was formed four years ago, winning a steady stream of high-end work from key clients such as Blackstone Mortgage Trust. The practice handles the full range of structured finance and securitisation financing techniques including repos, CRE CLOs, private NPL securitisations, loan-on-loan facilities and other asset-backed structures. The London group also works closely with the firm's large team in the US, enabling it to handle transatlantic structured finance transactions. The firm is also known for advising US collateral managers and fund managers on EU risk retention rules. Partner Anna Lawry and counsel Richard Hanson are the key practitioners. Partha Pal joined Greenberg Traurig, LLP.
Richard Hanson; Anna Lawry
Blackstone Mortgage Trust
- Acting for Blackstone Mortgage Trust (listed mortgage REIT) in an €800m repo for the purposes of leveraging a €1bn loan position.
- Acting for Bain Capital Credit U.S., as collateral manager, in a $507m EU-compliant 2019-1 CLO arranged by Jefferies.
Sidley Austin LLP
Sidley Austin LLP has a standout practitioner in Graham Penn, who is co-head of the firm's global finance practice, and European practice head Rupert Wall. Penn is recognised as a pre-eminent authority on structured finance and securitisation, with a particular focus on commercial real estate, and he handles restructuring, refinancing, workout, insolvency and enforcement strategies, as well as new issuance. Wall's experience includes structuring deals involving trade receivables; auto, student, aircraft, corporate and other leases and loans; vehicle rental fleets; and residential and commercial mortgage loans.
The securitisation practice at Squire Patton Boggs acts for a broad range of borrowers, issuers, note investors, funders, arrangers, trustees, facility and paying agents, and primary and special servicers. Working predominantly for clients in the UK and continental Europe, it counts OneSavings Bank and the Richmond Group among them. The practice works closely with the firm's tax, employment, corporate, pensions, commercial and restructuring groups, and it is known for the close involvement of partners and senior associates in all transactions. Mark Thomas leads the practice and he led a variety of securitisation and structured finance transactions for clients such as Findel plc and Ashland Group. Asset-based lending specialist Paula Laird also plays a key role in the practice, notably for ABN AMRO, in financing solutions with significant securitisation elements. Jeremy Ladyman handles derivatives, structured products work and securitisation.
OneSavings Bank Plc
Silverstream Finance Limited
Brydg Capital Limited
1st Stop Group Limited
Richmond Group Limited
Ashland Group LLC
Assetz Capital Trust Company Limited
Perch Capital Limited
Sterndale Capital Partners
- Represented Ashland Group in its EUR180m Pan-European Trade Receivables Securitisation.
- Represented Findel PLC and Express Gifts Limited in its £185m Trade Receivables Securitisation.
- Represented OneSavings Bank Plc in various financings of specialist non-financial institution lenders using highly innovative, quasi-securitisation, risk weighted capital efficient structures.
- Represented Brydg Capital Limited in its financing of a bridging and development loan portfolio.
- Represented ABN AMRO in its development of a pan-European securitisation structure for cross-border investment in trade receivables.