Samsung Life deal wins IFLR Award for Securitization/Structured
Finance Deal of the Year
The International
Financial Law Review (IFLR) magazine recently held its Asian
Legal Deals of the Year ceremony in Hong Kong. Six awards were given
to winning law firms and winning deals in the following categories:
debt and equity-linked; equity; M&A; project finance; restructuring;
and securitization/structured finance.
The awards are not a quantitative survey of Asian
transactions, but rather an opportunity to reward innovation, quality
and commitment to the development of legal services in Asia. In
selecting the winners of the awards the IFLR editorial committee
considered the profile, number of clients and innovation, with particular
emphasis on feedback from the market; both lawyers and non-lawyers.
The deal originated by Samsung Life Insurance Co.,
Ltd (“Samsung Life”) was chosen as the winner of the
Securitization/Structured Finance Deal award as it was Korea's first
cross-border residential mortgage-backed securitization and because
of the various innovative features in the structure of the deal.
The IFLR commented that:
"Samsung Life Insurance has created a new template
for Asia's increasingly sophisticated securitization market with
cross-border residential mortgage-backed deals from Korea. Apart
from being Korea's first international mortgage-backed deal, it
was also the first cross-border securitization by a Korean insurance
company and the first cross-border ABS out of Korea employing a
straight principal pass-through structure. Various challenges had
to be overcome to achieve these landmarks."
Simmons & Simmons advised Samsung Life, the
largest insurance company in Korea in respect of the US$299,600,000
residential mortgage-backed securitization.
The transaction structure followed a double special
purpose vehicle (“SPV”) structure whereby Samsung Life
sold a portfolio of mortgage loan assets to a Korean SPV, Bichumi
Korea 1 Limited, and Bichumi Korea 1 Limited issued US$299,600,000
notes to Bichumi Global 1 Limited, the Cayman Islands SPV in order
to fund the purchase of the portfolio. Bichumi Global 1 Limited
in turn issued US$299,600,000 residential mortgage-backed notes
(the “Notes”) guaranteed by Ambac Assurance Corporation.
The Notes have been rated AAA and Aaa by Standard & Poors and
Moody’s respectively.
The Notes were sold in the U.S. by way of private
placement in reliance of Rule 144A and outside the U.S. pursuant
to Regulation S. The issue was arranged by Morgan Stanley.
Simmons & Simmons advised Samsung Life in respect
of English law. Simmons & Simmons’ team was led by Sean
Bulmer and Jae Chul (JC) Lee and assisted by Sewon Kang and Peter
Kwon, senior lawyers in the Financial Market Group in Hong Kong.
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