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Sidley Austin Brown & Wood Advises on the 1st Public Synthetic Securitisation of a Single Real Estate Loan in Europe

International law firm Sidley Austin Brown & Wood has advised Banca Intesa S.p.A. on the first public single loan synthetic commercial mortgage backed securities issue launched in Europe.

The transaction, originated and arranged by Banca Intesa S.p.A., was structured to enable Banca Intesa S.p.A. to acquire credit protection in respect of a €441 million loan secured on 51 commercial properties throughout Italy. Credit protection was provided by Bramante plc, a special purpose entity, incorporated in Ireland which issued five classes of floating rate notes.
Bramante is the sixth public synthetic securitisation launched by Banca Intesa S.p.A. since 1999 on which Sidley Austin Brown & Wood have advised (the others being Scala 1, Scala 2, Scala 3, Leonardo and Verdi). Howard Waterman led the deal and was assisted by Karin Artmann. McCann Fitzgerald (Adrian Farrell and Aidan Lawlor) advised on Irish law and Giorgio Cappelli of Studio Chiomenti’s London office advised on Italian law.

In addition, Sidley’s Andrew Bliss assisted by Lia Ryan advised Deutsche Trustee Company in its role as trustee.

Sidley Austin Brown & Wood Advises Paragon on its First Global MBS Transaction Worth £715 Million

International law firm Sidley Austin Brown & Wood has advised Paragon and its special purpose vehicle subsidiary, Paragon Mortgages (No.6) PLC (PM6), in connection with the securitisation of UK buy-to-let mortgage loans originated by Paragon Mortgages Limited (PML).
This is the first mortgage-backed securitisation transaction in which Paragon has accessed the US capital markets by issuing tranches of securities in the US pursuant to Rule 144A, as well as placing notes in the UK and Europe pursuant to Regulation S. In addition, this is the first buy-to-let mortgage loan deal in which Paragon has retained Sidley Austin Brown & Wood to act as their counsel.
Robert Torch, Jenifer Williams and Matthew Duncan led the deal and were assisted by Markus Musielak and Gemma James.
Clifford Chance (Andrew Forryan, Prashanth Satyadeva, and Bob Trefny) acted for the managers.

Sidley Austin Brown & Wood Recruit former Clifford Chance Head of Securitisation
John Woodhall

October 6, 2003 -London – International law firm Sidley Austin Brown & Wood is pleased to announce that John Woodhall, formerly head of the International Securitisation Group at Clifford Chance, is to join the London office as a partner in the International Finance Group.
Graham Penn, Co-Head of the International Finance Group, states: "We are delighted that John has decided to join us. We have worked with John on a number of transactions over the years and he is widely recognised as one of the most experienced partners advising on European-based securitisation transactions. He will bring significant high level experience to the London office in relation to the asset classes upon which we currently focus, including commercial and residential mortgage-backed securitisations, consumer and trade receivables securitisations, conduit transactions and true sale and synthetic CLO's and CDO's.

As you will expect of someone who has been active in the securitisation market in Europe since its inception in the late 1980s, John has developed an excellent reputation with many of the investment banks and other institutions who are market leaders in this area of finance. John will strengthen and deepen our relationships with a large number of these institutions for whom we already act, and will enable us to develop new relationships with others. John will also provide an extremely useful resource as we continue to develop our securitisation and structured finance practice throughout Europe.

John will continue to advise on a wide range of European-based securitisation and structured finance transactions. His recruitment continues our strategy of growth in our chosen areas of practice and will significantly strengthen our ability to attract additional lateral partners and assistant solicitors in those areas of practice."
John's recruitment will bring the number of partners in the London based International Finance Group to seventeen and the total number of fee earners to more than seventy, the majority of whom focus upon securitisation transactions.

Sidley Austin Brown & Wood advises HSBC on landmark synthetic securitization backed by taxi and public light bus loans

October 23, 2003 HONG KONG - International law firm Sidley Austin Brown & Wood has acted as international counsel to HSBC, as arranger, in relation to a HK$3 billion (US$384.7 million) synthetic securitization of taxi and public light bus hire purchase agreements originated and serviced by HSBC's Commercial Banking Division in Hong Kong. The transaction was completed on October 23, 2003.

A team of international finance lawyers from Sidley's Hong Kong, London and New York offices, led by partner, Balbir Bindra, represented HSBC.

This is the first ever synthetic securitization to feature this asset class and the first balance sheet securitization to feature a portfolio of non-mortgage consumer and SME obligors in Asia. It is also the first time that HSBC, a leading bank in Hong Kong and Asia, has undertaken a securitization referenced to assets on its own balance sheet. As a synthetic issue, the key characteristics involve only the credit risk of the assets being transferred to the capital markets, while the assets themselves remain in HSBC's ownership.

Balbir Bindra explains: "Besides breaking new ground in terms of its unique asset class, as a balance sheet driven synthetic securitization, this deal is also quite unique. Most securitizations in Asia have involved the sale of the asset portfolio to an offshore trust, so that both the credit risk and ownership are sold on to investors. " He added: "The attraction of a synthetic structure is that it can help a bank to repackage its credit exposure and re-allocate risk while improving its capital adequacy ratios and enhancing its return on capital. We are confident that this transaction will pave the way for other banks in the region to manage their balance sheets in this way."

Sidley Austin Brown & Wood Advises Morgan Stanley on ELoC 17 Pan-European CMBS Securitisation

International law firm Sidley Austin Brown & Wood advised Morgan Stanley as Lead Manager and Arranger of the first pan-European true sale commercial mortgage-backed securitisation in Europe.

Khronos (European Loan Conduit No.17) S.A., a Luxembourg-incorporated special purpose vehicle, issued notes in an aggregate amount of €302,900,300 and applied the proceeds in purchasing units issued by a French fonds commun de créances (ELoC France 1 FCC) and notes issued by an Irish SPV (ELoC Ireland 1 Limited); and in purchasing from Morgan Stanley Dean Witter Bank Limited bonds issued by Fortress Finance (Belgium) sprl. ELoC France 1 FCC and ELoC Ireland 1 Limited in turn acquired commercial mortgage loans originated by Morgan Stanley Dean Witter Bank Limited in France and Ireland, respectively. A loan to Italian borrowers originally intended to be included in the securitisation was removed in the final few weeks of the transaction, after the borrowers gave notice of their intention to prepay.


The Sidley team was led by partner Sarah Smith, with associates Partha Pal, Jayne Black, Jason Richardson, Charles Malpass, Steven Penketh, Laurence Gorley and Sarah Murphy. US law advice was provided by partners Michael Durrer and Robert Asher, working with associate Theresa Kradjian. The Sidley team worked with Freshfields Bruckhaus Deringer in Belgium (led by Ivan Peeters and Werner Vanlembergen), Jones Day in Paris (Philippe Billot and Jean-Norbert Pontier), A&L Goodbody in Ireland (led by Seamus O'Croinin) and Macchi di Cellere Gangemi in Italy (Giuseppe Schiavello and Claudio Visco).

Sidley Austin Brown & Wood moves London offices to Woolgate Exchange

Wednesday 19th May 2004 Sidley relocates to premier facility and occupation of more than 75,000 square feet of space.

Sidley Austin Brown & Wood, one of the largest U.S.-based law firms in the U.K., has consolidated its two London offices with its move completed on May 10 to the Woolgate Exchange. Sidley has leased 78,288 square feet in the building, located at 25 Basinghall Street, EC2. The firm's 95 London-based lawyers concentrate on capital markets structured finance including securitisation, corporate and mergers & acquisitions, restructuring and insolvency, taxation and real estate financing.

Sidley's London office includes both English solicitors and U.S.-qualified lawyers. The London office represents major financial and investment institutions as well as global corporates on U.K. domestic and cross-border transactions.

"We are delighted to combine our two existing offices into a single location. Woolgate Exchange will be an excellent home for us as we continue to build our London practice," said Drew Scott, managing partner of Sidley's London office.

The London office was honored in March 2004 for both "Deal of the Year for Securitisation" and "Deal of the Year for Restructuring" by the International Financial Law Review. The securitisation award was presented for Sidley's work for Goldman Sachs International and Citigroup Global Markets Limited on HBO's 3 billion Euro, seven-year covered bond issue, the first such issue governed by English law. The restructuring award was for Sidley's work on Budget Rent-a-Car's sale of its European, Middle Eastern and African operations to Avis Europe PLC.

New address: Sidley Austin Brown & Wood
Woolgate Exchange
25 Basinghall Street
London
EC2V 5HA

Sidley Austin Brown & Wood recruits former Baker & McKenzie Head of London-based Derivatives and Structured Finance Practice Matthew Dening

London – International law firm Sidley Austin Brown & Wood is pleased to announce that Matthew Dening, formerly head of the London-based Derivatives and Structured Finance Practice at Baker & McKenzie, is to join the London office as a partner in the International Finance Group.

Graham Penn, co-head of the International Finance Group, states: "We are delighted that Matthew has decided to join us. Matthew has been responsible for the increase in reputation and development in recent years of the derivatives team at Baker & McKenzie and we are confident that he will make a similar substantial contribution to our London synthetic securitisation and structured derivatives practice.”

Matthew comes to Sidley Austin Brown & Wood having already developed an excellent reputation with a broad range of investment banks and companies with whom he has worked. He is cited in the current edition of the Legal 500 as a leading individual in the field of derivatives, and brings with him specific and interesting experience in this specialist area of the market.

At Sidley Austin Brown & Wood, Matthew will continue to advise on a wide range of European-based derivatives and structured finance transactions. His recruitment continues the firm’s strategy of growth in its chosen areas of practice and coincides with both Partha Pal and Matthew Duncan, who are both members of the firm’s International Finance Group, accepting partnership with effect from 1st July 2004.

Partha Pal, who originally trained as a barrister, and joined the firm in 1997, practises in the areas of structured finance, with a particular emphasis on transactions involving commercial real estate assets. Matthew Duncan practises in international finance with a focus on securitisation and structured finance transactions. He trained with a leading Scottish law firm in Edinburgh and then moved to the securitisation team at a large law firm in London. For a number of years before joining Sidley Austin Brown & Wood, Matthew worked outside of the legal profession and ran his own computer software company.

The recruitment of Matthew Dening and the acceptance by Partha Pal and Matthew Duncan of the offer of partnership brings the number of partners in the London- based International Finance Group to nineteen and the total number of fee earners to more than seventy, the majority of whom focus upon securitisation and structured finance transactions.

The London office of Sidley Austin Brown & Wood has enjoyed a number of recent achievements, including winning Finance Team of the Year by The Lawyer magazine for “overall excellence and innovation in our structured finance practice” in addition to second place as US Law Firm of the Year in the London market. Earlier this year, the firm was named US Banking and Capital Markets Firm of the Year by Chambers Global.

Hong Kong - International law firm Sidley Austin Brown & Wood has represented Hannuri Investment & Securities Co., Ltd. as arranger and joint lead manager and The Hongkong and Shanghai Banking Corporation Limited as trustee and agents, in relation to a US$166 million cross-border primary CBO transaction. Completed on 14 December, 2004 and issued via the Piraruku Fund Ltd. (Piraruku), the CBO transaction relates to the financing of 78 Korean companies. The offering of US$166 million in 83 separate tranches of notes (including floating rate, zero coupon, reference linked and profit participation linked securities) is backed by a portfolio of U.S. dollar denominated Eurobonds and warrants issued by 78 Korean small and mid-sized enterprises (SMEs) which were simultaneously issued on the launch date. The Korean government's Small Business Corporation provided credit support in respect of the senior tranches of floating rate notes. A team of lawyers from Sidley Austin Brown & Wood's International Finance Group in Hong Kong, led by partner, Balbir Bindra, and including Burm Hur, Alex Shaik, Stanley Ko, Kristen Kwok, Mary Lam and Agnes Tsang, have been working on the transaction. Mr. Bindra explains: "Sidley Austin Brown & Wood's International Finance Group in Hong Kong pioneered the model for this style of cross-border primary CBO in Asia with the landmark the KOROmas transaction in December, 2001 and the model has since been used in numerous domestic Korean primary CBOs, the CORO Voltin transaction in 2002 and other jurisdictions such as Taiwan. " The team assisted Hannuri in creating and executing a highly complex structure involving simultaneous execution of more than 3,000 documents. The attraction of this style of transaction is that it allows governments the flexibility to support SME development by leveraging funding from international capital markets and also introducing diversified funding opportunities to SMEs.

Graham Penn, Co-Head of the International Finance Group, states: "We are delighted that Richard has decided to join us. Richard has an excellent reputation as an asset finance and securitisation lawyer and we are confident he will make a substantial contribution to our London-based asset finance and securitisation practices. Richard's recruitment will enable us to continue to expand our asset finance practice particularly in relation to structured real estate transactions. This is an area of our practice that has seen significant growth in recent years. We expect that growth to continue both in relation to structured real estate work and real-estate related securitisations." Richard has been a partner at Linklaters since 1998 and comes to Sidley Austin Brown & Wood having already developed an excellent reputation with a broad range of commercial and investment banks with whom he has worked. Richard's addition to the Firm continues the firm's strategy of growth in its chosen areas of practice. His recruitment will bring the number of partners in the London-based International Finance Group to 21 and the total number of fee earners in that Group to more than 60, the majority of whom focus upon securitisation, structured finance and structured real-estate transactions

The ELoC series is a commercial mortgage-backed securitisation programme arranged by Morgan Stanley. The transaction was led by partners Graham Penn and Partha Pal, assisted by Jason Richardson, Steven Penketh, Lisa Avellini and Marco Militello. The transaction involved the transfer of five loans, predominantly secured by mortgages over commercial real property in Italy, to Banca Intesa S.p.A., which then entered into a credit swap transaction with the Issuer, Nereus (European Loan Conduit No. 20) P.L.C., incorporated in Ireland which issued €340,113,400 of notes. Morgan Stanley were also advised by Chiomenti Studio Legale (Giorgio Capelli and Paola Meloni) as to Italian law. Banca Intesa were advised by Linklaters (Tess Weil) and Bonelli Errede Papallardo (Alberto Del Din and Lorenza Talpo) and the Issuer was advised as to Irish law by A&L Goodbody (Seamus O'Croinin and Kevin Doherty).