Allen & Overy LLP has a standout reputation in asset finance and structured finance transactions, with it being able to draw on the strengths of its first-rate international capital markets and banking practices. The firm’s diverse workload covers landmark asset-backed transactions involving consumer finance (including credit card rand handset receivables), auto finance, trade receivables, commercial mortgage-backed securitisations (CMBS), residential mortgage-backed securitisations (RMBS) and covered bonds. It is also a strong choice for advice on business securitisation and corporate structured funding, including infrastructure and project bond-related work. In addition, its team excels in setting up mortgage funds and other mortgage platforms. Gerard Kastelein, Jonathan Heeringa and Niels De Ru co-head the practice. Counsel Tom Reutelingsperger is also recommended.
Banking and finance: asset finance and structured finance in Netherlands
Allen & Overy LLP
‘The senior partner is fully involved in the transaction, not just participating in selected calls. Expert knowledge and willing to invest in relationship. They are team players and a joy to work with.‘
Cervus Capital & Partners
- Assisted Dominvest with structuring and drafting various transactions.
- Assisted AEGON Bank NV with drafting and strcuturing its Saecure 19 transaction, as well as its Saecure 20 transaction.
Willem Jarigsma leads Loyens & Loeff‘s first-rate structured finance team, which leverages its securitisation and asset-based lending expertise to advise clients on a broad cross-section of transactions. Its workload includes covered bonds programmes and the structuring of residential mortgage funds. Also notable is that the group particularly stands out for its strength in Dutch RMBS and operational lease securitisations; recent work included Mariëtte van ‘t Westeinde and others advising Dutch mortgage lender Obvion on its STORM transactions, which involves the client securitising its mortgage portfolio. Elsewhere, other areas of expertise include SME loans, consumer loans and trade receivables securitisations.
Athlon Car Lease Nederland / Daimler
- Assisted Athlon Car Lease Nederland and Daimler with a public ABS car lease securitisation with Silver Arrow Athlon NL 2021 B.V. as issuer. The transaction met the STS requirements.
- Acted for bunq on its first retained RMBS transaction with Solitaire I B.V. as issuer. The transaction was intended to meet the STS requirements. The Solitaire I RMBS transaction has been designed to enhance bunq’s investments in Dutch residential mortgage loans by transforming such investments into notes that will satisfy the Eurosystem eligibility criteria and be recognised as Eurosystem Eligible Collateral.
- Advised Tulp Hypotheken on its second public RMBS transaction with Tulip Mortgage Funding 2020-1 B.V. as issuer. The transaction met the STS requirements.
NautaDutilh has a strong pedigree in Benelux and pan-European structured finance transactions, with its heavyweight team being seen as a go-to for advice on portfolio transfers and mortgage investment structures. Securitisation transactions are seen as a key area of strength, and the team is also highly sought after for advice on the implementation of the Securitisation Regulation. Elsewhere, Arjan Scheltema is widely hailed for his covered bonds expertise, having acted on 14 out of 18 covered bonds programmes in the Netherlands. In 2020, Scheltema led the advice on the €40bn ABN Amro covered bonds programme. In addition, he also has experience of acting on over 100 public and private securitisations. Scheltema co-heads the structured finance practice with Michaëla Ulrici, who is another highly respected name at the firm.
‘The asset and structured finance practice of NautaDutilh continues to deliver the best-in-market legal advice when it comes to complex structured finance transactions. Not only in the field of more traditional asset-backed transactions like covered bonds and securitisations, but particularly in bilateral and platform transactions. Even after having worked with this team at NautaDutilh for more than twenty years, I continue to be impressed by their speed and quality of service.’
‘Having worked with Michaëla Ulrici on dozens of public and private structured finance transactions, she still manages to surprise me with brilliant new solutions and improvements to transaction structures. Michaëla is the lawyer you want on your team if you need fast and high-quality legal service in the Dutch structured finance market.‘
‘Arjan Scheltema is the other partner in NautaDutilh’s structured finance team that I have completed numerous transactions with to great satisfaction. Particularly in the field of covered bonds and RMBS, Arjan is the leading counsel in the Dutch market.‘
‘The team at Nauta has in-depth knowledge of the securitisation and covered bonds market.’
ABN AMRO Bank N.V.
de Volksbank N.V.
NIBC Bank N.V.
Nationale-Nederlanden Bank N.V.
Triodos Bank N.V.
Venn Partners LLP
MeDirect Bank SA/NV
Coöperatieve Rabobank U.A.
Aegon Bank N.V.
Dynamic Credit Group
Achmea Bank N.V. /Achmea Group
ING Bank N.V.
Blauwtrust Groep N.V.
Crédit Agricole Consumer Finance Nederland B.V.
Qander Consumer Finance B.V.
DMF Investment Management B.V.
Intertrust Management B.V.
Argenta Spaarbank N.V.
Build Investment Management B.V.
Vistra (Netherlands) B.V.
J.C. Flowers & Co.
- Advised MeDirect Bank and Blauwtrust Groep on the establishment of new residential mortgage whole loan investment platform by Blauwtrust Groep B.V. with, inter alia, MeDirect Bank as investor. The transaction is a cross border fully STS Compliant Securitisation with mortgage receivables originated under a Dutch whole loan platform.
- Assisted Achmea Bank with setting up the Soft Bullet Covered Bond Programme, as well as its existing Conditional Pass-Through Covered Bond Programme. This constitutes a shift for Achmea Bank from a Conditional Pass-Through to a soft bullet programme. This will be a substantial improvement for Achmea as it will likely significantly reduce its funding costs.
- Assisted Syntrus Achmea Real Estate and Finance B.V. with setting up their multiple investors Achmea Mortgages Investment Platform for investments in Dutch mortgage loans. This platform is an originate-to-distribute proposition and was a key part of the centralization of Achmea group’s mortgage business to one mortgage channel.
Simmons & Simmons
At Simmons & Simmons, asset-backed finance expert Jeroen Bos has a wealth of experience advising on securitisation transactions, covered bonds, loan portfolio transactions and supply chain financing. The firm has cemented its position as a first port of call among Dutch and international banks, pension funds, insurance companies, hedge funds and private equity houses. In 2020, highlights included Bos, Vincent Engel and others acting for Rabobank (as arranger) and other dealers on NN Bank’s new soft-bullet covered bond programme. Reflective of the firm’s standing in the market, it acted on more public securitisation transactions than any other firm in 2020. It also has a well-established presence in the derivatives arena; under the leadership of Rezah Stegeman, the firm acts almost all of the leading buy-side players in the market (including the top ten Dutch asset managers), as well as two out of three Dutch sell-side entities and the Dutch state.
‘Good at project management and meeting timelines. Also fun to work with.’
‘The S&S team are a pleasure to deal with. They are responsive, knowledgeable and friendly.‘
‘Jeroen is responsive, approachable, and a problem-solver. He is certainly knowledgeable in his area but also a pragmatist who is focused on seeing a matter concluded well.’
‘Jeroen Bos and his team possess a unique ability to support their clients in structuring commercially viable transactions without compromising on legal solidity. They are a solution oriented team with top notch expertise in the Dutch securitisation market which allows them to adapt to any deal situation.’
‘Jeroen Bos is the best securitisation partner in the Dutch market: commercially minded, technically excellent and a very nice guy to boot. Jeroen has taken a leading role on some very complex and innovative transactions for us, and guided us every step of the way.’
‘Vincent Engel is a true “rising star” and pretty much the perfect associate, taking a pivotal role on some very key projects for us. He has a depth of knowledge, technicality and commercial understanding far beyond his PQE level. I have no doubt he will go all the way.‘
‘Mr. Jeroen Bos (Partner) – Jeroen is a very warm, intelligent and outgoing type of partner, with tremendous experience in our line of business and always willing to share his experience and knowhow. Furthermore, Jeroen (although a busy man) is the highly communicative type, easy to approach and reach. He is a really valuable team captain.‘
‘Mr. Vincent Engel (Supervising Associate) – Vincent is the hard-working driving force behind the screens and performing all kinds of thorough research and advice.’
ABN Amro Bank
AEGON Asset Management
- Advised Citibank as originator on its inaugural securitisation under its Jubilee Place label. This transaction pools mortgage receivables originated by three mortgage lenders backed by Citibank. The firm acted as structuring counsel and drafting counsel.
- Advised Argenta as originator on its latest STS compliant securitisation of Dutch mortgage receivables. This transaction resulted in the lowest funding costs for a Dutch originator in the last 12 years.
- Advised HSBC and NWM (the joint lead managers) on the second public securitisation of residential mortgage loans originated by Tulp Hypotheken.
Philippe Steffens is the global head of securitisation at Baker McKenzie, which attracts mandates from investment banks, asset managers and corporates, among other clients. Under his leadership, the team in Amsterdam is active in securitisations across a wide variety of asset classes, with particular expertise in Dutch auto lease matters. Elsewhere, the firm is highly reputed for its work in the trade receivables space, where it handles a mix of domestic and cross-border transactions. In addition, clients turn to the firm for advice on European CLO transactions and Dutch residential mortgage loans. In a key development, Moussa Louizi and Hugo van der Molen joined from Clifford Chance in April 2021. Another name to note is Corinne Schot, who is the head of financial services regulation. Recent highlights included Steffen leading the advice to Venn Hypotheken as originator on a €395m Dutch RMBS transaction known as Cartesian Residential Mortgages Six.
‘Very strong cross-jurisdictional advisory capacity in receivables securitization. Highly specialized and very pragmatic on Solvency II analysis of securitization transactions.’
‘Philippe Steffens has a remarkable understanding of all the elements that are critical for securitization, ensuring a water tight execution.’
ING Bank N.V.
Bank of America
North Westerly VI CLO
NN Investment Partners
- Acted as drafting counsel and advisor to SolidBriQ B.V. on the set-up of a new Dutch buy-to-let mortgage lending platform and related financing provided by an Anglosaxon financier.
- Advised Natixis on the structuring and documentation of two transactions, each involving an investment by a European institutional investor in Dutch residential mortgage loans originated under the Merius label.
- Acted as counsel to almost 80 Dutch CLOs in respect of the migration of the relevant CLO transactions to Ireland, which involved the assignment and transfer of all CLO assets, with a combined value of around €40bn, to newly established CLO entities in Ireland.
Clifford Chance‘ structured finance and securitisation team, which is led by recently promoted partner Nienke van Stekelenburgh, has had a notable uptick in CMBS and RMBS transactions. Elsewhere, other drivers of work include private fleet securitisations, trade receivables securitisations and restructurings. Stekelenburgh recently assisted Raben Group as originator with setting up a cross-border trade-receivables programme to be financed by the senior and subordinated lenders. Stekelenburgh works with Jurgen van der Meer, who leads the debt capital markets and financial regulatory practices in Amsterdam. Also recommended are asset finance expert Folko de Vries, senior counsel Tineke Kothe and newly promoted counsel Nolan Groenland. Marijke van der Weide, formerly senior associate at Loyens & Loeff, joined as counsel in February 2022.
‘The Amsterdam banking and finance team is one of the more capable and well-informed teams in the Netherlands.’
‘Well informed of precedent (or driving precedent), a pragmatic approach and drive to meet deadlines lead to predictably solid negotiation results.’
Cooperatieve Rabobank U.A.
Elavon Financial Services DAC
Goldman Sachs & Co. LLC
HSBC Bank plc
Inter-American Investment Corporation
NIBC Bank N.V.
- Advised Barclays Bank plc, HSBC Bank plc and NATIXIS as Joint Lead Managers on the issuance of mortgage backed (RMBS) notes by Dutch Property Finance 2020-2 B.V., and advised Barclays Bank plc, BNP Paribas, HSBC Bank plc and NATIXIS as Joint Lead Managers on the issuance of mortgage backed (RMBS) notes by Dutch Property Finance 2021-1 B.V. All the notes are backed by buy-to-let mortgage loans originated by RNHB B.V. (a Carval sponsored entity).
- Advised Stichting Trustee Dutch Property Finance 2020-2 as Security Trustee and Elavon Financial Services DAC as Paying Agent on the issuance of mortgage backed (RMBS) notes by Dutch Property Finance 2020-2 B.V., and advised Stichting Trustee Dutch Property Finance 2021-1 as Security Trustee and Elavon Financial Services DAC as Paying Agent and Registrar on the issuance of mortgage backed (RMBS) notes by Dutch Property Finance 2021-1 B.V. All the notes are backed by buy-to-let mortgage loans originated by RNHB B.V. (a Carval sponsored entity).
- Advised Goldman Sachs International on the Bruegel 2021 DAC Commercial Mortgage Loans Securitisation, involving the refinancing of a portfolio of office, hotel and retail outlets in The Netherlands and Germany.
Dentons combines transactional and regulatory expertise to act for clients on a wide range of financings, including those relating to asset finance, structured finance and lease finance, as well as supplier/supply chain finance. The firm particularly distinguishes itself acting for banks, as is evidenced by the fact that it is on the panels of all the largest Dutch banks, and it also generates mandates from several large international financial institutions. In a recent highlight, Marcel Janssen, Jacqueline Bell, senior associate Todd Crosby and associate Gerard Koster acted for Rabobank on several very large export financing and shipping transactions relating to the delivery of two refrigerated container vessels to Dole Plc. Jack Schrijver was promoted to counsel.
‘Strong office network. Dentons is available in both Netherlands and China. I deal with cross border-transactions between the two countries. One organization means that things go smoother and faster.’
‘Good knowledge and client serving focus.’
‘Very hands on and pragmatic. Always available (short lines of communication) and willing to think about improvements in both finance documents and financing processes. Exceptional international network, with strong presence in Asia and upcoming in Africa, which fits very well with (inter alia) our export finance practice.’
Nestr Smart Finance
TUI Travel Group
Dutch Mortgage Services B.V
Amsterdam Trade Bank N.V.
- Assisting ING with trade and commodity finance matters, such as advice on the Capital Requirements Regulation, the European Union law that aims to prevent banks from going insolvent, as well as advice on the upcoming IBOR (interbank lending rate) benchmark replacement.
- Regularly assists Rabobank with its export finance transactions, working closely together with Rabobank, China’s Export Credit Agency Sinosure and several trusted local counsels. Recent work included several very large export finance and shipping transaction relating to the delivery of two refrigerated container vessels to Dole plc.
- Ongoing advice to Nestr Smart Finance on a €3bn platform set up by US mega bank Citi and Dutch Mortgage Services that will enable wealthy customers to invest in Dutch residential property. Acting for the Dutch partner, Dutch Mortgage Services, the firm advised on the legal and regulatory issues arising from the structuring of the product, helped set up the structure, and drafted related documentation.
Freshfields Bruckhaus Deringer
At Freshfields Bruckhaus Deringer, the main contact is England and Wales-qualified partner Mandeep Lotay, who has been based in Amsterdam since 2004 and is well-placed to provide Dutch and UK securitisation expertise. He has a first-rate reputation acting for domestic and international non-bank entrants operating in the Dutch securitisation market, with a notable strength in high-profile public and private Dutch residential mortgage-backed securitisations. In addition, Lotay has a strong track record advising companies and banks on particularly complex international trade receivables securitisation transactions. He also has a stand out reputation in loan business and loan portfolio acquisition transactions that are financed through securitisation products in the Netherlands and in Europe. Lotay’s recent work included acting for CarVal and RNHB on three warehousing transactions, as well as a €528.8m public Dutch residential mortgage-backed securitisation.
Endemol Shine Group
Royal & Sun Alliance
NN Investment Partners
- Advised RNHB on its public securitisation of €500m of Dutch buy-to-let mortgage loans involving HSBC, Barclays and Natixis as lead managers and arrangers.
- Advised Bayerische Landesbank on its trade receivables securitisation financing for the Pheonix Pharmaceuticals Group involving, the Netherlands, Germany, England, Scotland and Northern Ireland.
- Advised Morgan Stanley on its circa €300m Dutch non-conforming residential mortgage securitisation involving the Netherlands, UK and the US.
Hogan Lovells International LLP
Robert Masman and Wouter Jongen co-head Hogan Lovells International LLP‘s team in Amsterdam, which stands out advising issuers and arrangers on Dutch covered bonds programmes. Elsewhere, the group’s other work includes Dutch and Belgian auto lease transactions and trade receivables financing. Further reflective of the firm’s varied workflow, Masman and Yvette Voermans recently advised BNP Paribas on setting up a circa €1.5bn residential mortgage securitisation. Other key individuals at the firm are Danielle du Bois-Buné, who was recruited from Allen & Overy LLP in May 2021, and counsel Dylan Goedegebuure.
Robert Masman; Wouter Jongen
Other key lawyers:
Danielle du Bois-Buné; Dylan Goedegebuure; Yvette Voermans
‘The team is greatly involved with the relevant case at hand. They look to cooperate with all parties involved but always keep the interest of the client in mind. Their people skills are exceptional. The team’s combined knowledge makes them a leader in this field.‘
‘Robert Masman has in-depth knowledge of the market and finance law in general. He seeks to cooperate with all parties within a transaction to obtain the best possible outcome for his client. He is very pragmatic and knowledgeable.’
ABN Amro Bank
Volkswagen Pon Financial Services
- Advised ABN AMRO Bank as issuer drafting counsel on the update of ABN AMRO’s €40bn Covered Bond Programme and ABN AMRO’s €40bn Covered Bond Programme 2.
Norton Rose Fulbright is notably prominent in transport-related asset finance transactions, particularly those connected with the aviation and shipping industries. Rail sector mandates are also a driver of work for the banking team, which is led by Wouter Hertzberger. Consultant Anthony Pallett has asset finance and structured finance expertise. Omar Salah joined from De Brauw Blackstone Westbroek in August 2021.
Other key lawyers:
Anthony Pallett; Joris Ravelli; Omar Salah; Mei Land Man
Amsterdam Trade Bank
Bank of America
China Aircraft Leasing Company
State of the Netherlands
Waypoint Leasing Limited
- Advised Coöperatieve Rabobank and Commerzbank Aktiengesellschaft on the provision of financing to the Republic of Ghana, acting through the Ministry of Finance for the dredging services related to the Elmina Fishing Port Rehabilitation and Expansion Project in Ghana. The financing is backed by the Belgian export credit agency, Credendo. The project forms part of the Elmina port facelift plans and the Ghanaian government’s ongoing programme to rehabilitate and construct fishing ports and landing sites along the coast.
On the asset finance side, Stibbe is widely recognised for its strengths in aircraft and ship finance transactions, as well as sale and leasebeack transactions. Energy sector borrowing base transactions are another driver of activity. Elsewhere, the team is equally adept at handling a myriad of structured finance and securitisation transactions; the workload in this space includes matters involving real estate securitisation (residential and commercial), life insurance portfolios, commodities, tax receivables and CDOs, as well as whole business securitisation. In a key development, the group was strengthened by the arrivals of Marieke Driessen and Niek Groenendijk from Simmons & Simmons in January 2021. Driessen co-heads the practice with Rein van Helden and Maarten de Bruin, who are advising Crédit Agricole as arranger on the trade receivables securitisation programme for OCI.
British American Tobacco
GE Renewable Energy
Opel Financial Services
PSA Finance No
Wright Medical Group
- Advised Smurfit Kappa on the amendment of its securitisation facilities. Under the programmes Smurfit Kappa utilises its receivables in Austria, Belgium, Italy and the Netherlands. It has a €230m accounts receivable securitisation programme maturing in June 2023, and a €200m accounts receivable securitisation programme maturing in February 2022.
- Advised client Ammega as originator on the set-up of a complex receivables factoring programme arranged by BNP Paribas.
- Acted as lead adviser to NIBC on the annual update of NIBC’s €20bn debt issuance programme, which also includes structured notes, as well as issuances thereunder including NIBC’s inaugural €750m Green Bonds.
FIZ advocaten B.V. is a boutique law firm with a specialist focus on structured finance/capital markets transactions, in addition to more complex transactions involving multiple levels of debt and/or equity providers. The firm also advises clients on restructurings and financial regulatory issues. Jurian Snijders and Youri Tonino jointly lead the team.
Jurian Snijders; Youri Tonino
Other key lawyers:
‘FIZ can offer a unique mixture of legal competence on structured finance matters with their expertise on finance, restructuring and regularatory laws. Great team to work with. Value for money.‘
‘Jurian Snijders is an excellent lawyer always taking a holistic view on matters. The fact that Jurian is both a litigator/restructuring lawyer, as well a transactional lawyer, really provides added value in the more complex transactions. Youri Tonino is also a great lawyer to work with. Michiel Claassen is the regulatory expert at the firm; his advice is always to the point, practical and pragmatic.’
‘The FIZ team possesses a unique combination of legal and entrepreneurial mindsets. I also believe that this mindset distinguishes them from the traditional larger firms.’
‘They are very well attuned to each other within the different areas of expertise. It is a small but a pro-active, efficient team that is available 24 hours. Compared to large firms, they certainly do not have less knowledge, but rather more.‘
‘The assistance is always highly personalized and very responsive no matter time of the day. Irrespective the complexity of the deal the firm is always up to breast on relevant latest legal/regulatory developments and understands the commercial interests involved of the clients’ business. The firm makes all endeavours to adopt the latest (legal) IT technology.’
‘They provide the quality of a high-end practice, while being able to give the attention (and lower fees) of a niche practice.‘
‘Jurian is a skilled negotiator and trusted strategic advisor, while at the same time top of the structured finance field. Youri expertly handles all our transaction work and has in-debt knowledge of our business. When a case demands for further recourses or out-of-scope expertise, FIZ is able to scale up by deploying additional specialists or working with other boutique firms with the relevant expertise (such as M&A or IP).’
‘The FIZ team provides to-the-point advice. Jurian Snijders is a practical guy and always stays calm.’
‘FIZ is a boutique firm that is very focused. They are mean and lean, excellent in what they are focused on and they do not act beyond their core business. Clients don’t get a container of lawyers, but an efficient team. Very much value for money!‘
BCM Global Nederland B.V.
PCI Nederland B.V. (PCI Group)
Credit Management & Investor Solutions B.V.
N-Sea Group B.V.
Hof capital B.V.
Rutgers & Posch
At Rutgers & Posch, practice head Kees Westermann and associate Vasco Hoving are active in car lease securitisations, other asset/equipment securitisations and RMBS securitisations. They also have extensive expertise in covered bonds transactions and ISDA swap agreements. Westermann has acted on most types of Dutch securitisation and covered bonds matters since 2004. The team’s recent highlights included advising Terberg Business Lease on its €300m car lease STS securitisation programme and its €545m borrowing base facilities.
Other key lawyers:
‘A down to earth mentality, huge knowledge of this specific area and an informal approach.’
‘Kees and his team had extensive capital markets and real estate experience, which offered the best match for our transaction.’
‘Kees has a unique combination of a legal background and deep knowledge of banking and capital market finances, giving him an advantage over other lawyers.’
‘Friendly and proactive staff. They always make you feel you are priority for them. They sometimes organize very interesting seminars/knowledge sessions. Good price/quality.’
‘Kees Westermann has a lot of knowledge about securitization transactions. Very proactive. If I have any question I can always call him and he makes time to support us.’
‘In-depth knowledge of the industry. Relatively small law firm with outstanding lawyers and partners very well positioned to challenge solutions and practices proposed by larger firms.’
‘Kees Westerman is an outstanding partner, well respected within the banking and finance industry.’
IQ EQ Structured Finance B.V.
Terberg Business Lease Group B.V.
BE Semiconductor Industries N.V.
Van Lanschot Kempen N.V.
International Car Lease Holding B.V.
Stichting Obligatiehouders CE Consumer Receivables
NIBC Bank N.V.
ABN AMRO Bank N.V.
- Advised International Car Lease Holding on its €418m car lease STS securitisation programme and its €475m borrowing base facilities.
- Advised Terberg Business Lease on its €300m car lease STS securitisation programme and its €545m borrowing base facilities.
- Advised Van Lanschot Kempen on its €5bn and its retained €2.5bn conditional pass-through covered bond programmes backed by residential mortgage loans.