Allen & Overy LLP's integrated team of Dutch and English lawyers is a trusted adviser to several major domestic and international banks, advising on complex and cross-border asset finance and structured finance transactions. Drawing on the firm’s exceptional international capital markets and banking teams, the practice handles a wide array of matters. This includes asset-backed transactions involving consumer finance (including credit card rand handset receivables), SME loans, auto finance, trade receivables and public sector loans, commercial and residential mortgage-backed securitisations, and covered bonds. In addition, the team regularly handles infrastructure and project bond-related work, from greenfield project bonds to the multi-source refinancing of regulated utilities, as well as the set-up of mortgage funds and other mortgage platforms. Gerard Kastelein and Niels De Ru jointly head the practice. Aroen Kuitenbrouwer is also noted for his experience of investment grade and leveraged finance transactions, as well as counsel Tom Reutelingsperger, who is an ICM specialist.
Banking and finance: asset finance and structured finance in Netherlands
Allen & Overy LLP
Practice head(s):
Gerard Kastelein; Niels de Ru
Other key lawyers:
Aroen Kuitenbrouwer; Tom Reutelingsperger
Testimonials
‘The firm’s key strength is their international footprint with easy access to practices from other jurisdictions.’
‘Tom Reutelingsperger is very knowledgeable, accessible and dedicated.’
‘Gerard Kastelein is very experienced and creative.’
Key clients
Domivest B.V.
Aegon
Lloyds Bank
ING
ACHMEA
VOLKSBANK
NIBC BANK
Work highlights
- Assisted Lloyds Bank GmbH (Amsterdam Branch) in a securitisation transaction.
- Represented Rabobank in one of the largest SME asset-backed security transactions in the EMEA region.
- Assisted Domivest with structuring and drafting a number of transactions.
NautaDutilh
NautaDutilh has a standout reputation for its structured finance work in the Benelux region, and plays an equally significant role in pan-European transactions. With Arjan Scheltema and Michaëla Ulrici at the helm, the experienced team is sought after for its advice on all aspects of structured finance. Ulrici is known for advising on whole loan platforms, encouraging investment in Dutch residential mortgage loans, as well as buy-to-let and consumer loans. Securitisation transactions are a particular strong point, and the team also actively assists clients with the implementation of the Securitisation Regulation. On the other hand, Scheltema is praised for his work in relation to covered bonds. Recently, he advised the Dutch Covered Bond Association in connection with the new European and Dutch legislation on covered bonds implemented in July 2022. Liza Gerritsen and Reinier Dommerholt are also names to note.
Practice head(s):
Arjan Scheltema; Michaëla Ulrici
Other key lawyers:
Liza Gerritsen; Reinier Dommerholt
Testimonials
‘Highly qualified team that is up to date with new legal developments. Extensive knowledge covering a broad range of legal disciplines, with valuable cooperation between internal legal and notarial departments.’
‘Strong flexibility to meet client demands. Excellent availability and knowledge of specific fields of law. Pleasant people to work with.’
‘Arjan Scheltema is highly skilled and by far the most experienced legal counsel in the Netherlands when it comes to covered bond transactions.’
‘Arjan Scheltema is very engaged and clear in presenting options. Reinier Dommerholt is also very engaged and very helpful in discussing difficult items, while also being very involved on a personal level.’
‘Arjan Scheltema knows all the rules and regulations and is a very fast and smart thinker. He is able to explain complex legal matters to people with no legal background.’
‘The firm is an absolute market leader in the Netherlands in mortgage portfolio finance, structured finance and covered bond transactions.’
‘Very skilled team with rich experience in legal, regulatory and commercial issues that are relevant to such transactions.’
‘Michaela Ulrici’s team has been a dominant force in the sector. It is a joy to work with her as she simply gets the often complex job done in an efficient manner.’
Key clients
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.
Swiss Re Management Ltd
Chenavari LLP
Floryn Nederland B.V.
J.C. Flowers & Co.
DAR Hypotheken
Work highlights
- Advised Nationale-Nederlanden Bank N.V. on the consent solicitation for the switch of outstanding Conditional Pass Through Covered Bonds to Soft Bullet Covered Bonds.
- Assisted with the set-up of the Achmea Mortgages Investment Platform, as well as adapting Achmea Bank’s covered bond programme to this platform.
- Assisted a Dutch non-bank that offers institutional investors access to the Dutch mortgage market via its lending platform, with an important expansion of its mortgage portfolio.
Simmons & Simmons
Simmons & Simmons' financial markets practice, led by asset-backed finance expert Jeroen Bos, attracts mandates from Dutch and international banks, pension funds and hedge funds, insurance companies and private equity houses, and various other large corporates. Its workload includes securitisations, covered bonds, loan portfolio transactions and supply chain financing. Recent highlights include advising Citibank on the high-profile public Jubilee Place securitisation transactions, whereby the underlying assets are buy-to-let mortgage loans originated by three separate originators. In addition, the firm has a first-class derivatives practice. Headed by Rezah Stegeman, it receives instructions for high-end derivatives work from all of the top 10 Dutch asset managers, two out of the three major Dutch banks, as well as the Dutch state. Other key team members include Vincent Engel and Marline Hillen.
Practice head(s):
Jeroen Bos
Other key lawyers:
Rezah Stegeman; Vincent Engel; Marline Hillen
Testimonials
‘Jeroen Bos has extensive experience and knowledge.’
‘Vincent Engel is dedicated with great project management oversight.’
‘Very experienced team with seamless interactions, fast turnarounds on documentation and good connections with other offices.’
Key clients
ABN Amro Bank
AEGON Asset Management
BNP Paribas
Citigroup
Argenta
ING Bank
LeasePlan
NIBC Bank
NN Bank
Rabobank
NatWest Markets
HSBC
Barclays
OLB Bank
MUFG
Tulp Hypotheken
Donner & Reuschel
Work highlights
- Advised Citibank on the public Jubilee Place securitisation transactions, whereby the underlying assets are buy-to-let mortgage loans originated by three separate originators.
- Advised Rabobank as arranger on the first green bond issuance in the Dutch market under NN Bank’s covered bond programme.
- Advised MUFG and Donner & Reuschel as lenders in respect of a warehouse transaction of mortgage loans that were originated by Tulp Hypotheken.
Baker McKenzie
At Baker McKenzie, the banking and finance team is highly reputed for its advice to investment banks, financial institutions, asset managers, alternative investment firms and corporates on a range of asset finance matters. Drawing on the in-depth experience of practice head Philippe Steffens, who leads the firm’s global securitisation practice, it has expertise in residential and buy-to-let mortgage securitisations, and is a leading player in the Dutch auto-lease securitisations field. Recently, Steffens led the advice to Natixis and BNP Paribas (as co-arrangers and joint lead managers) on a €365.2m Dutch RMBS transaction. In addition, the firm is extensively involved in the trade receivables space, acting on Dutch domestic deals as well as multi-jurisdictional financings. Recent arrival Moussa Louizi provides the team with over 15 years of experience in financial transactions.
Practice head(s):
Philippe Steffens
Other key lawyers:
Moussa Louizi
Testimonials
‘Philippe Steffens brings the right technical expertise to the table in multiple jurisdictions.’
‘For complex cross-border transactions, Baker McKenzie would be my law firm of choice.’
‘Solution-focused team with a flexible approach.’
Key clients
Arrow Global
Bank of America
BNP Paribas
Cobafin B.V.
Credit Suisse
HSBC
ING Bank
NN Investment Partners
Natixis
NIBC Bank
N26
SolidBriQ .
Traxys
Venn Hypotheken
Work highlights
- Advised NATIXIS and BNP Paribas as co-arrangers and joint lead managers on the Prinsen Mortgage Finance No. 1 transaction, which is a Dutch residential mortgage-backed securities (RMBS) issuance backed by owner-occupied mortgage loans granted by Fenerantis B.V. (part of CMIS Group) in the Netherlands under the Merius label.
- Assisted Cobafin B.V. with the establishment of a non-bank alternative financing platform of IT equipment and IT lease receivables, financed by a UK-based credit fund.
- Assisted ING Bank N.V., BNP Paribas and Commerzbank AG as investors on the 2021 renewal of the VCL Master Netherlands asset-backed securities (ABS) transaction in the Netherlands. Notes backed by Dutch lease receivables and residual values of vehicles in a total nominal amount of up to Euro 1.5 billion were issued.
Clifford Chance
Practice head Nienke van Stekelenburgh leads the structured finance and securitisation practice at Clifford Chance, which focuses on RMBS and CMBS transactions, trade and lease receivables financings, and auto-loan securitisations, among others. It is active in the Dutch market, advising on cross-border mandates and regularly working on market-first transactions, such as a private trade receivables securitisation that was structured to meet the STS criteria under the EU Securitisation Regulation. Other key team members include senior associate Ksenia Kuznetsova, specialising in structured debt transactions with a focus on RMBS, and recent arrival Marijke van der Weide, who joined as counsel in February 2022 and is already demonstrating her ability to act as lead counsel.
Practice head(s):
Nienke van Stekelenburgh
Other key lawyers:
Marijke van der Weide; Ksenia Kuznetsova; Nolan Groenland
Testimonials
‘The firm has an international presence and an understanding of our specific products (securitisation, trade receivables finance).’
‘Marijke van der Weide is very cooperative, energetic and has deep industry knowledge.’
Key clients
Stiching Trustee
Elavon Financial Services
Goldman Sachs
Raben Group
Rabobank
Natixis
Citibank Europe plc
NIBC Bank
Credit Agricole
Work highlights
- Assisted Barclays Bank, BNP Paribas, HSBC and NATIXIS as joint lead managers with the issuance of mortgage backed (RMBS) notes by Dutch Property Finance 2021-2 B.V.
- Assisted Barclays Bank, BNP Paribas, HSBC and NATIXIS as joint lead managers with the issuance of mortgage backed (RMBS) notes by Dutch Property Finance 2022-1 B.V.
- 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.
Dentons
At Dentons, the transactional capabilities of the banking and finance department are complemented by the firm’s wider financial regulatory expertise, enabling the team to act for banks, financial institutions, insurers and corporations on a broad range of financings. In fact, the group has been retained by two of the largest Dutch lenders, ING and Rabobank, alongside several large international financial institutions including Barclays, HSBC and BNP Paribas. Its workload consists of asset, structured and lease finance transactions across an array of asset classes and structured products, including aircrafts and offshore vessels, as well as supplier/supply chain finance. Marcel Janssen, head of the banking and finance practice in Amsterdam, leads the team alongside Jacqueline Bell, who leads the English law practice in the Netherlands. Senior associates Todd Crosby and Gerard Koster are also names to note.
Practice head(s):
Jacqueline Bell; Marcel Janssen
Other key lawyers:
Todd Crosby; Gerard Koster
Key clients
ABN Amro
Nestr Smart Finance
ING Bank
Rabobank
TUI Travel Group
APAX
DBRS
Dutch Mortgage Services B.V
Amsterdam Trade Bank N.V.
MUFG
Unicredit AG
Dunya Shipyards
NN Investment Partners
Larendael Aviation B.V.
Charles River Laboratories International, Inc.
Work highlights
- Acted as lead counsel to NN Investment Partners on the securitisation of a US trade receivables financing for the Zenith group.
- Assisted Dutch Mortgage Services on the legal and regulatory issues arising out of the structuring of a €3 billion platform set by US megabank Citi and Dutch Mortgage Services that will enable wealthy customers to invest in Dutch residential property.
- Advised a multinational commodity trading company on the restructuring of its financing to a Zambian copper mine company in provisional liquidation.
Freshfields Bruckhaus Deringer
With English and Wales-qualified partner Mandeep Lotay at the helm, the structured finance practice at Freshfields Bruckhaus Deringer is in a unique position to advise on English law mandates from Amsterdam as well as a range of quality Dutch law matters. The team, which also includes associates Louise Bell and Dámaris Engelschman, have a standout reputation for their residential mortgage-backed securitisations work, and is increasingly sought after by domestic and international non-bank entrants in the Dutch securitisation market. Elsewhere, the group is well-positioned to advise companies and banks on complex international trade receivables securitisations. In 2021, Lotay led the advice on a €200m pan-European asset-backed securitisation transaction for Rabobank and Commerzbank to achieve EU Securitisation Regulation STS compliance in nine jurisdictions for a global trailer operator. This transaction was the first of its kind to involve a material Dutch component.
Practice head(s):
Mandeep Lotay
Other key lawyers:
Louise Bell; Dámaris Engelschman
Testimonials
‘Mandeep Lotay, Louise Bell and the rest of the team are our go-to for structured finance work in the Netherlands, and increasingly for pan-European securitisations and loan portfolios.’
‘The English and Dutch law capabilities within the team are invaluable.’
‘Mandeep Lotay is incredibly user friendly; he is pragmatic and good at working with other law firms to get deals done.’
Key clients
Morgan Stanley
JP Morgan
CarVal Investors
NIBC Bank
Rabobank
Commerzbank
Alantra
RNHB B.V.
Bayerische Landesbank
NN Investment Partners
M&G Investments
Barclays Bank
Work highlights
- Advised Rabobank and Commerzbank on an EU Securitisation Regulation STS compliant securitisation of equipment lease receivables and equipment residual value for international trailer rental, lease and maintenance group, involving nine jurisdictions for TIP Trailers.
- Advised Alantra and Barclays on the acquisition financing to support Pimco’s successful bid for a portfolio of Cypriot non-performing loans auctioned by the National Bank of Cyprus.
- Advised RNHB B.V. on a €200m rated and listed commercial mortgage loan-backed securitisation involving Dutch buy-to-let loans with Barclays Bank as an arranger.
Hogan Lovells International LLP
Hogan Lovells International LLP combines transactional and debt capital markets expertise to act for clients on a wide range of complex and cross-border financings. Robert Masman and Wouter Jongen lead the team, which is particularly sought after by issuers and arrangers for its advice on Dutch covered bonds programmes, acting for the three largest banks in the Netherlands. In addition, the group is well-positioned to handle Dutch and Belgian auto lease transactions, as well as residential mortgage-backed securitisation transactions for banks and asset managers. Counsel Dylan Goedegebuure and associate Yvette Voermans regularly assist with the firm’s work.
Practice head(s):
Robert Masman; Wouter Jongen
Other key lawyers:
Dylan Goedegebuure; Yvette Voermans
Testimonials
‘Hogan Lovells is a very well-known boutique firm with a great reputation, and we work with them in several (securitisation) transactions. Over the years we have built a strong, effective and long working relationship.’
‘I mostly worked with Robert Masman. He is communicative, creative and a very friendly person. As a professional, he is analytical, pragmatic and very knowledgeable. I also would like to recommend Yvette Voermans and Dylan Goedegebuure.’
‘Strong team that can work across jurisdictions very well.’
‘Focus on pragmatic solutions, as well as ensuring that timelines are met and any discussions with third parties are tackled with the client in a constructive manner.’
‘Great team on auto lease finance transactions. They draw on knowledge from the Frankfurt office.’
‘Excellent technical knowledge on Dutch covered bonds and securitisations.’
‘Robert Masman has excellent knowledge within the Dutch securitisation and covered bonds space. He is always available for his clients, creative and is able to think outside the box.’
Key clients
ING Bank
ABN AMRO Bank
Rabobank
Schiphol
LeasePlan
Volkswagen Pon Financial Services B.V.
BNP Paribas
Work highlights
- Advising Apollo Management International LLP as drafting counsel in setting up a €364.9m public RMBS transaction for Athora Lux Invest – Duration Fund and Athora Lux Invest – Duration Fund AB.
- Advising ING Bank as issuer drafting counsel in relation to the update of ING’s €45bn Retained Covered Bond Programme 2 and ING’s €30bn Hard & Soft Bullet Covered Bond Programme.
- Advising ABN AMRO Bank as issuer drafting counsel in relation to the update of ABN AMRO’s €40bn Covered Bond Programme and ABN AMRO’s €40bn Covered Bond Programme 2.
Norton Rose Fulbright
Wouter Hertzberger heads Norton Rose Fulbright's team in Amsterdam, which was bolstered by the recent arrival of Omar Salah from De Brauw Blackstone Westbroek in August 2021. Salah is praised for his excellent track record in restructuring matters and, together with consultant Anthony Pallett, the firm is in a unique position to offer Islamic finance capabilities. The team focuses primarily on transport-related asset finance transactions in the aviation and shipping sectors, advising a range of international and Dutch clients, including banks, shipowners, airlines and leasing companies. Counsel Mei Land Man is another key individual.
Practice head(s):
Wouter Hertzberger
Other key lawyers:
Omar Salah; Mei Land Man
Key clients
ABN AMRO
ANZ
Apollo
Banco Santander S.A
Bank of America
BNP Paribas
China Aircraft Leasing Company
FMO
HSBC
ING Bank
International Finance Corporation
Rabobank
Prow Capital B.V.
State of the Netherlands
Standard Chartered Bank
DNB Bank
Macquarie
Citibank
Work highlights
- Advising Banco Santander in respect of its Atradius-backed financing for €415 million for the Green Shipping Fund.
- Advised Prow Capital B.V. in its capacity as the fund manager of the Green Shipping Fund in its first financing under the green shipping funding programme it has established.
- Advising Groendus Z26 B.V. on its interim holdco financing for its portfolio of rooftop solar projects in respect of the envisaged financing of the growth strategy, and refinancing of the existing debt obligations in current operational solar projects.
Stibbe
Stibbe‘s banking and finance team is highly visible in the Netherlands and the broader Benelux market, due in large part to the considerable experience of co-heads Rein Van Helden, Marieke Driessen and Maarten de Bruin. Asset-based aviation and shipping finance transactions, sale-and-leaseback transactions, as well as borrowing base transactions in the energy sector, are notable strengths for the team. On the securitisation and structured finance side, the group is well-positioned to handle real estate securitisations (residential and commercial), consumer credit and auto loans, life insurance portfolios, tax receivables and CDOs, as well as whole business securitisations. Senior associate Niek Groenendijk specialises in structured finance and securitisations, acting for large Dutch and international corporates, financial institutions and investment funds.
Practice head(s):
Other key lawyers:
Niek Groenendijk
Work highlights
- Acted on the annual update of Dutch law governed NIBC’s €20 billion debt issuance programme, which also includes regulatory capital notes, structured notes, as well as issuances thereunder, NIBC’s inaugural EUR 750 million Green Bonds and NIBC’s EUR 500 million benchmark issuance in January 2022.
- Advised on the acquisition and financing of the yet-to-be-completed Westpoort Data Center in Amsterdam by Great Grey Investments.
- Advised Q-Park on an additional notes issuance of EUR 90 million and, together with Stibbe Brussels, on two local operating lines of credit in 2021, following the EUR 1,455 million notes offering and a new EUR 250 million revolving credit facility in 2020.
FIZ advocaten B.V.
The team at FIZ advocaten B.V.
is well-placed to advise on structured finance/capital market transactions, as well as more complex international financing transactions involving various levels of debt and/or equity providers. The firm is deeply rooted in the Dutch mortgage sector, but also handles leasing transactions and regularly assists with the use of similar financing structures for retail, consumer and SME loans. Practice head Jurian Snijders has considerable expertise in structured finance, restructuring and insolvency. Youri Tonino and Michiel Claassen are also highly experienced in complex finance transactions.
Practice head(s):
Jurian Snijders
Other key lawyers:
Youri Tonino; Michiel Claassen
Testimonials
‘Strong and experienced team handling complex structured finance transactions. Extensive knowledge of Dutch security rights and contract law, as well as restructurings and regulatory laws.’
‘Jurian Snijders is a pragmatic and practical lawyer.’
‘Dedicated team that is known for knowledge and experience in capital markets transactions. Skilled professionals who deliver high-quality work and are always accessible when you need them.’
‘Jurian Snijders is a very skilled and knowledgeable lawyer who gets the work done. He offers high quality solutions, and I am very happy with our collaboration.’
‘Jurian Snijders and Youri Tonino are excellent partners. They always made sure that the commercial aspects of the business were sought carefully within the documentation.’
‘The team is very knowledgeable, has a hands-on approach, and is very collaborative. They fight for the right points for their clients but are also open to compromise. This is the go-to boutique firm for structured finance. There are no other boutique firms offering the same level of experience in this space.’
‘A small team but very much dedicated to structured finance. Partners are pragmatic and available. Very pleasant to work with, not dogmatic.’
‘Very diverse team with a deep understanding of finance.’
Key clients
Hyra Real Estate Investments B.V.
BCMGlobal Nederland B.V.
PCI Nederland B.V.
Adaxio B.V.
Credit Management & Investor Solutions B.V.
Fenerantis B.V.
N-Sea Group B.V.
Vesting Finance (part of the Arrow Global Investments group)
ESGood B.V.
Webfin Leningen (‘SprayPay’)
Work highlights
- Acting as counsel to a secured noteholder of Hema Bondco II B.V. on the restructuring (deleveraging and strengthening of Hema’s balance sheet) agreed by Hema, super senior lenders and a group of senior secured noteholders, in the form of a lock-up agreement.
- Assisted Fenerantis with its first public securitisation transaction as original lender and servicer, with two Athora funds as originator and sellers.
- Advised on the restructuring of two (separate) existing private securitisation warehouse transactions where the senior funding was provided by Dutch bank Amsterdam Trade Bank N.V., which was forced to file for bankruptcy after several UK and US sanctions were issued against its parent companies.
Rutgers & Posch
Rutgers & Posch combines its financial and capital markets expertise to act for clients on a range of securitisations, including RMBS securitisations, car lease securitisations and general warehouse financing. Covered bonds transactions are also handled by the firm. Its longstanding client base includes Dutch and international financial institutions, transport-related companies, and several emerging fintech platforms. Practice head Kees Westermann, who is also an expert in restructuring and insolvency, jointly leads the securitisation side of the practice with counsel Vasco Hoving. Senior associate Maarten Ahsmann assists with the firm’s work, specialising in syndicated lending, acquisition finance and real estate finance.
Practice head(s):
Kees Westermann
Other key lawyers:
Vasco Hoving; Maarten Ahsmann
Testimonials
‘Very well-networked team within the structured finance community, which increases their depth of knowledge.’
‘The team continually considered the commercial and operational impact of deal choices. They also did not fail to be critical and to continuously ask whether we were actually aware of the impact of certain choices we made in the deal.’
‘Kees Westermann advised us very well and was able to master the intricacies of the entire deal very quickly. He also helped us understand what the deal actually entailed.’
Key clients
IQ EQ Structured Finance B.V.
Terberg Business Lease Group B.V.
Van Lanschot Kempen N.V.
International Car Lease Holding B.V.
Quion Group B.V.
Lender & Spender B.V.
Capayable B.V.
Dutch Mortgage Portfolio Management B.V.
Bunq B.V.
European Covered Bond Council
Work highlights
- Advised fintech and buy-now-pay-later provider Capayable B.V. (in3) on its warehouse financing involving Waterfall Asset Management as senior lender.
- Advised fintech and consumer credit provider Lender & Spender on its warehouse financing involving auxmoney as equity investor and junior lender and BNP Paribas as senior lender.
- Advising the European Covered Bond Council (ECBC) and several international banks which are members of the ECBC and the Energy Efficient Mortgage Initiative. The firm liaised with the European Commission regarding the draft recast EU Energy Performance of Buildings Directive to promote green mortgages and green covered bonds, and submitted an amendment proposal to the rapporteur of the draft directive of the European Parliament.