A challenger continuing to rise: Dentons’ Structured Finance practice

Following a great year for our Securitisation and Structured Finance practice in 2019, 2020 has started very strongly

“2019 saw us make substantial progress in our vision to be the market‑leading challenger in structured finance. Our London partners combine Magic Circle law firm experience with Dentons’ high level of client focus and cutting-edge innovation. We also have a growing team of highly committed associates, who are gaining ever deeper experience due to the diverse range of our clients and transactions.

Our recent deals showcase the strength of our global platform, combining expertise with teams across the UK, US and Europe. We provide the complete suite of English, Scottish, US and relevant European jurisdictional advice to our clients, leveraging our status as the largest law firm in the world.

2020 has started very strongly. We look ahead to the coming year with excitement about upcoming opportunities to add real value for our clients, drawing upon our experience in navigating deals through the developments of 2019, as the market was adjusting to and accommodating the implementation of both the Securitisation Regulation and Simple, Transparent and Standardised securitisation (STS) criteria, and the new Prospectus Regulation.”

– Peter Voisey, partner, UK Structured Finance Selected Recent UK Deal Highlights

We advised Skipton Building Society on its most recent public RMBS transaction, the £667 million Darrowby No.5 PLC issue, secured on a revolving pool of prime mortgage loans. This was Skipton’s first STS compliant securitisation and it closed in February 2020.

Following Dentons’ role in advising the UK “” , the UK’s first bank built exclusively for mobile, on its first public residential mortgage-backed securitisation (RMBS) in 2018, Dentons advised Atom bank as originator and seller on its second public £508 million RMBS, Elvet Mortgages 2019-1 PLC, which closed in December 2019.

As drafting counsel, Dentons provided English, Scottish and US law advice on this highly innovative securitisation. The notes were offered to US investors under Rule 144A, and the securitisation met the STS and US risk transfer requirements, and also involved a Significant Risk Transfer allowing regulatory capital relief, de-consolidation and de-recognition of the assets from Atom bank’s balance sheet.

This transaction demonstrated the depth of our expertise, working closely with our top-ranked US RMBS practice.

Together with our top-ranked trade finance team, We advised Be-Spoke Capital on its debut CLO, we advised Stenn on its US$200 million trade Alhambra SME Funding 2019-1, a €280 million finance securitisation. Stenn is a UK-based, non-bank securitisation of a portfolio of senior unsecured trade finance provider to suppliers across the globe. Spanish SME loans. Dentons’ London and Madrid We used our unparalleled global office network to offices worked in close collaboration on this matter. provide advice in many of the supplier jurisdictions. SME loan securitisation is a growing asset class. Trade finance securitisation is another growing asset class.

The team also advised:

• leading international banks as arrangers, and the • US Bank as trustee and cash manager on the trustee, on the Friary No.6 PLC RMBS securitisation Precise Mortgage Funding 2020-1B PLC RMBS issue of Class A and Class notes, meeting STS securitisation, meeting STS criteria with the underlying criteria, with the underlying assets being English and assets being English and Welsh residential mortgages Welsh residential mortgages originated by Principality originated by Charter Court Financial Services Limited Building Society. under its trading name of Precise Mortgages.

• leading international banks as arrangers, and the • Acquisition and securitisation of books of UK trustee, on the Silk Road Finance Number Six PLC mortgages from UK Asset Resolution, the holding RMBS securitisation. company of the nationalised lenders Bradford & Bingley and , including Project Durham. • the arranger, and the trustee and cash manager, of the Silk Road Finance Number Five PLC RMBS • APS on the acquisition of a €2 billion Greek securitisation. Both Silk Road securitisations met STS unsecured loan portfolio from Piraeus Bank, and its criteria, with the underlying assets being English and funding through international development banks and Welsh residential mortgages originated by The Co- other investors. operative Bank plc. • Barings (U.K.) Limited as Collateral Manager on the • the trustee and cash manager on the Senior Money 2019-1 and 2019-2 Barings Euro CLOs. Mortgages (Ireland) DAC and Senior Money • Oaktree on the sale of UK residential mortgage loan Mortgages (Spain) Finance DAC securitisation portfolios. of Irish and Spanish equity release mortgage loan receivables by way of private placement. • A US insurer on bidding for UK and Irish mortgage loan portfolios. • Coventry Building Society as issuer on its €7 billion covered bond programme and issue of €500 • Various UK mortgage lenders on forward purchase million Series 10 fixed rate covered bonds under the agreements, warehouse lines and covered loans. programme. • DBRS, as rating agency, on multiple CMBS, auto loan and synthetic securitisation transactions.

2 • A challenger continuing to rise: Dentons’ Structured Finance practice Kitty Lloyd, London-based Corporate Trust partner, commented: “We are delighted to have been advising the corporate trustees, agents and cash managers on such high-profile securitisations, either working with our colleagues advising the arrangers or on mandates where we are advising only the trustee and agent and are very much looking forward to continuing to work with our clients in 2020.”

Reflecting on the year just passed, and looking ahead to 2020, Ed Hickman, partner, UK Structured Finance, commented: “In addition to working on many flow UK RMBS and portfolio sales, we’re focusing on new asset classes. We’re working on novel NPL securitisations and trade finance securitisations, and we are well placed to benefit from the increased demand for Rule 144A transactions and the growing interest in aviation and infrastructure backed bonds. Equally important to us is our customer experience. Clients appreciate our fixed pricing, our productivity and our flexibility. We look forward to working with you, as partners, in 2020.”

Stuart Fitzsimmons, Glasgow-based UK Structured Finance partner, commented: “2019 was an incredibly active year for our securitisation team in Scotland, where our key lawyers are Morag Campbell and Stuart Fitzsimmons. The team has advised across a wide range of asset classes, including the acquisition and financing of large portfolios sold by UK Asset Resolution and others.”

Dentons’ Structured Finance Offering:

• highly seasoned, commercially minded • an unparalleled global network UK professionals; (including recently opening in • Rule 144A, Volcker and US risk retention Dublin, with Peter O’Brien leading expertise within one of the leading US the structured finance practice RMBS and CMBS law firms; there, following recent expansions in Germany, Madrid and The Netherlands); • a market-leading Scottish structured finance practice, based in our Glasgow • a lower cost base, with focus on value and Edinburgh offices, who have for money; and advised on the securitisation of assets • thought leadership e.g. regularly sold by UK Asset Resolution and many presenting on STS and NPL other portfolios; securitisations.

As the largest law firm in the world, with a track record of successful execution, Dentons is trusted by clients with their most complex transactions. UK Key Contacts

Peter Voisey Edward Hickman Martin Sharkey Partner, London Partner, London Partner, London D +44 20 7320 6507 D +44 20 7246 7705 D +442073206531 [email protected] [email protected] [email protected]

Catriona Lloyd Stuart Fitzsimmons Morag Campbell Partner, London Partner, Glasgow Consultant, Glasgow D +44 20 7246 7725 D +44 122 435 6145 D +44 141 271 5781 [email protected] [email protected] [email protected]

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CSBrand-23259 Securisation flyer-06 — 25/02/2020