Structured Finance and Securitisation

The Practice

The Finance Group at Arthur Cox is the largest of its kind in Ireland and is constantly at the forefront of developments in finance law and practice. Our practice revolves around four key areas, including asset management and investment funds, banking and other lending transactions, debt capital markets/structured finance and financial regulation. Our finance team is made up of lawyers who are experts in all of these areas. We pride ourselves in offering clients a joined up and integrated approach across practice areas and we excel at advising on transactions which require advice in a number of areas of finance and other areas of law.

Arthur Cox has one of Ireland’s leading structured finance and securitisation practices, with an extremely impressive domestic and international client base. The Structured Finance and Securitisation Group advises originators, lead managers, rating agencies, trustees and issuers on a wide range of transactions, including securitisations, CDO/CLO transactions, RMBS/CMBS transactions, repackagings and derivatives.

Arthur Cox has been at the forefront of the development of the Irish securitisation market, acting on the first ever mortgage securitisation in Ireland and the first ever, and only, public CMBS. The Structured Finance and Securitisation Group continues to be a leading adviser on international transactions and advises on the establishment of Irish securitisation vehicles for a wide variety of internationally originated securitisation and structured finance transactions. We also advise on a large number of listings of ABS issued by non-Irish securitisation and structured finance vehicles.

Cormac Kissane (ex Clifford Chance and Sidleys) and Glenn Butt (an ex Allen & Overy Capital Markets partner) are the specialist structured finance and securitisation partners within the Structured Finance and Securitisation Group. Between them they hold a wide range of expertise and experience, having extensive experience as lead lawyers at major international law firms.

The strength of our tax practice, headed by Conor Hurley (ex Linklaters partner), and including senior tax partner, Caroline Devlin and partner, Fintan Clancy (ex Skadden), is integral to the success of our Structured Finance and Securitisation Group. We work extremely closely with our Tax Group and they play a significant role in all of our securitisation and structured finance transactions.

We have a specialist business dedicated to advising clients on the listing of debt securities on the Irish Stock Exchange. Arthur Cox Listing Services (ACLS) has been tremendously successful and Director of Listings Helen Berrill (ex Irish Stock Exchange) heads up the listing team. Clients benefit from the one-stop shop offered by our Listing Services and Structured Finance and Securitisation Groups. ACLS advises European, US and Russian clients on the listing of a wide range of debt products including high yield debt, MTN programmes, CDOs, CLOs, securitisation, US shelf programmes and exchange offers. ACLS listed the first Islamic Finance programme on the Irish Stock Exchange. ACLS, in combination with lawyers from the Structured Finance and Securitisation Group, also advises on the application of the Prospectus Directive, Market Abuse Directive and Transparency Directive from a listing perspective.

We also work closely with our Financial Regulatory Group when advising issuers, banks, financial institutions and other businesses on Irish regulatory and compliance issues. We have particular experience in advising clients on market abuse and related issues, regulatory capital treatment of securities and transactions and issues relating to the conduct of investment business in Ireland.

We believe the unrivalled strength of our structured finance and securitisation work and our tax, regulatory and listing capabilities gives us an edge over our competitors and makes Arthur Cox the market leader in this area.

Expertise

Our expertise in structured finance and securitisation transactions includes:

Securitisation

We advise on domestic and cross-border securitisations involving all major asset classes, including residential mortgages, commercial mortgages, trade receivables, auto leases, credit cards and other consumer debt as well as on whole business, true sale and synthetic securitisations. We advised on the first ever RMBS and the first ever, and only, CMBS in Ireland.

Structured Products

We advise on all types of structured credit products including CDO/CLO structures (whether documented as stand-alone transactions or programme trades), both cash and synthetic, static and managed CDOs, ABS CDOs, leveraged loan CDOs, fund of fund CDOs, CDOs of CDOs and CRE CDOs.

Repackaging

We advise on debt repackaging programmes and trades for a broad range of financial instruments.

Restructuring and Insolvency

We advise issuers, and trustees on “post-issue” matters, including the restructuring of defaulted structured finance instruments. We advise on solvent liquidations as a means of restructuring outside of formal insolvency proceedings and advise issuers, directors, liquidators and creditors on all aspects of insolvent liquidations.

Regulatory and Compliance

We advise issuers, banks, financial institutions and other businesses on Irish regulatory and compliance issues, including market abuse and other issues relating to transparency and disclosure.

Derivative products

Arthur Cox has a market leading derivatives team that advises on the full spectrum of products, markets, participants and transactions involving derivatives.

We advise on the use of asset backed securities and other structured securities as eligible assets for repo transactions with the ECB.

Irish covered bonds

We advise on Irish covered bonds and continue to have a leading position in the Irish covered bond market, acting as dealers counsel on all mortgage covered bond programmes.

Debt capital markets

Please see the ‘Expertise’ section of the Capital Markets Group profile for details of our expertise in debt capital markets transactions.

Experience

Some of the recent transactions in which the Structured Finance and Securitisation Group have been involved includes:

  • Advising EBS Building Society on a €2.5 billion bond issue by Emerald 5, an Irish SPV, backed by Irish residential mortgages originated by EBS, which is the fifth mortgage securitisation on which Arthur Cox has advised EBS
  • Advising Merrill Lynch on a €889 million CRE CDO issue by an Irish SPV, Taberna II, managed by Taberna Capital Management
  • Advising Merrill Lynch on a US$1.920 million and €1,120 million hybrid CDO issue by an Irish SPV, Valleriite, managed by Blackrock Financial Management, Inc.
  • We also act on a significant number of repackaging / single tranche CDO Programmes for leading investment banks such as Morgan Stanley, Barclays, Calyon and Merrill Lynch

Our Structured Finance and Securitisation Group has also been involved in many notable and innovative deals, including three of the five deals nominated for the European Structured Finance Transaction of the year in 2007, namely:

  • Advising Morgan Stanley on Europe’s first commercial real estate (CRE) CDO, a €343 million issue by Anthracite. The Portfolio of real estate loans was managed by Blackrock Financial Management and the transaction was arranged by Morgan Stanley. This was the IFLR European Structured Finance Deal of the Year for 2007
  • Advising Merrill Lynch on a US$600 million multi-class cash CDO (with dollar and euro split portfolios) by Jazz III, managed by AXA Investment Managers
  • Advising Calyon on the €2.5 billion Confluent multi-manager market value CDO, involving six Irish SPVs, the first of its type in Europe. Investment managers involved in this transaction included Intermediate Capital Managers Limited, Ares Private Account Management, I, L.P., Morgan Stanley Investment Management Inc., Loomis, Sayles & Company, L.P. and AXA Investment Managers Paris S.A.

Other leading transactions on which the Structured Finance and Securitisation Group has advised includes:

  • Advising Bank of America on Alpstar 1 (a €340 million cash CLO managed by Alpstar Management Jersey Limited), Alpstar 2 (a €612 million cash CLO managed by Mignon Geneve), Aquilae II (a €316 million cash CLO managed by Henderson Global Investors Limited), Avebury (a US$1 billion cash CDO managed by KBC Financial Products UK Limited), Bantry Bay (a US$250 million synthetic CDO managed by Investec Bank (UK) Limited) and Coltrane (a €498 million cash CLO managed by Deerfield)
  • Advising Calyon on Angel Court (a US$5 billion synthetic CDO programme managed by JP Morgan Asset Management), Athenee (a US$5 billion synthetic CDO programme managed by OFI Asset Management), Cortex Finance (a €5 billion synthetic CPPI programme managed by Avendis Investment Management (Guernsey) Limited), Premium Green (a €3 billion repackaging) and Versailles (a €337 million cash CLO managed by CLO Management Europe/Calyon)
  • Advising Credit Suisse on Cheyne (a US$198 million hybrid CDO managed by Cheyne Capital Management Limited), Halyard (a US$219 millioin dual-issuer hybrid CDO managed by Solent Capital (Jersey) Limited), KC CLO II (a US$500 million hybrid CDO managed by Credit Suisse First Boston International), LightPoint Pan-European (a €325 million cash CLO managed by LightPoint Capital Management LLC), Stanton Vintage (a US$172 million synthetic CDO managed by UNIQA Alternative Investments GmbH) and Visage (a US$162 million synthetic CDO managed by TCW Asset Management Company)
  • Advising Deutsche Bank on Oak Hill I (a €450 million multi-class cash CLO managed by Oak Hill Advisors) and Oak Hill II (a €459 million cash CLO managed by Oak Hill Advisers)
  • Advising Goldman Sachs on Euro EPICS (a CDO squared CDO repackaging vehicle used to repackage the equity of CDOs managed by ZAIS Group Investment Advisers Limited)
  • Advising HSBC on Metrix (a US$2.8 billion synthetic securitisation) and Nemus Funding (a €170 million multi-class synthetic CMBS transaction)
  • Advising JP Morgan on Nash Point I (a US$600 million New York law governed CLO managed by Sankaty Advisors, LLC)
  • Advising Merrill Lynch on Adagio II (a €360 million multi-class cash CLO managed by AXA Investment Managers Paris S.A.), Andersen Valley I & I(€438 million and €86 million hybrid CDOs managed by Barclays Global Investors), Aura (a US$50 billion synthetic CDO programme managed by Société Générale Asset Management Alternative Investments), Dekania Europe I (a €315 million cash CDO managed by Dekania Capital Management), Dekania Europe III (a €300 million cash CDO managed by Cohen Brothers), Proventus (a €115 million synthetic CDO managed by Mizuho), Silk Road Plus (a US$50 billion synthetic CDO Programme managed by Prudential Asset Management), SIRF CAPITAL 1 & 3 (two US$50 billion regulatory capital structured note programmes) and Taberna I (a €600 million CRE CDO managed by Taberna Capital Management)
  • Advising Royal Bank of Scotland on Cordatus I and II (€445 million and €416 million cash CLOs managed by CVC Capital Partners), Kintyre I (a €315 million cash CLO managed by Plemont Portfolio Managers Limited), Marc I (a US$115 million synthetic CDO managed by Greenwich Capital Markets Inc.), Menton II (a US$105 million synthetic CDO managed by Greenwich Capital Markets Inc.), Menton III & IV (€183 million and €250 million synthetic CDOs), Mercator II (a €419 million cash CLO managed by New Amsterdam Management) and SDI Funding (a GB£20 billion credit derivatives programme linked to the iTraxx® SDI™ – 75 index)
  • Advising Wachovia on Currus I, II, III and IV (each being €225 million asset backed securities repackaging transactions), Dryden XVIII (a €426 million cash CLO managed by Prudential/Pramerica Investment Management), Marquette (a US$300 million New York law governed split portfolio CLO jointly managed by LightPoint Capital Management LLC and IXIS Corporate & Investment Banking), Race Point III (a US$600 million New York law governed dual-issuer cash CLO managed by Sankaty Advisors, LLC), Strawinsky (a €300 million cash CLO managed by Faxtor) and United Loans (a multi SPV warehouse structure managed by European Credit Management Limited)
  • Advising UBS on ACA Euro CLO 2007-1 (a €400 million cash CLO managed by ACA Capital Management)
  • Advising on a significant number of repackaging/single tranche CDO programmes for Morgan Stanley (Elva, Saturns, Cabot and Galileo), Barclays (Belo), Calyon (Premium Green, Cortex, Athenee, Heartland and Ocean), Bank of Montreal (Antler), Wachovia (Currus), Merrill Lynch (Argon, Xenon, CLEAR and Silk Road)
  • Advising on Ireland’s first commercial mortgage-backed securitisation (CMBS) which took the form of a €375 million seven year senior loan and a €50 million junior loan for subsidiaries of Real Estate Opportunities Limited, a property investment group with property assets of over €850 million, partly owned by Treasury Holdings
  • Advising Merrill Lynch on a number of CMBS transactions, including Taurus CMBS (Germany) 2006-1 plc, a €570 million CMBS transaction, Taurus CMBS (UK) 2006-2 plc, a €447 million CMBS transaction; Taurus CMBS (Pan Europe) 2006-3 plc, a €449 million CMBS transaction; and Taurus CMBS (Pan-Europe) 2007-1 Limited, a €550 million CMBS transaction
  • Advising ABN AMRO on a number transactions under the Talisman platform, including Talisman 5, a €554 million CMBS transaction, Talisman 6, a €1.076 billion CMBS transaction and Talisman 7, a €1.826 billion CMBS transaction
  • Advising Royal Bank of Scotland on a number of synthetic CMBS transactions under the Epic platform, including Epic (Value Retail), a €338 million transaction, Epic (Brodie), a €759 million transaction and Epic (Industrious), a GB£492 million transaction
  • Advising Morgan Stanley on Immeo Residential Finance No. 2, a €1.647 billion German CMBS transaction
  • Advising Citibank and Barclays on German Residential Asset Note Distributor (GRAND), a €5.549 billion RMBS securitisation of German properties managed by Tera Ferma

Please also see ‘Experience’ section of the Capital Markets Group profile for details of our recent debt capital transactions.