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White & Case today announced the arrival of two new real estate partners

LONDON: 8 October 2003 - White & Case today announced the arrival of two new partners, Lorraine Ufland and David Cox and associate Dick Burr, to further develop the firm’s real estate practice.

In today’s market there are fewer and fewer straightforward real estate transactions. They increasingly call for a range of expertise including corporate, finance, construction and tax advice required for the more innovative structures and solutions. The development of the new London real estate practice will not only strengthen the existing global real estate practice of White & Case but also, by working closely with other practice groups in London, draw upon the strengths of White & Case and in line with the ethos of White & Case, provide clients with the first class advice that they expect in this competitive real estate market.

Existing White & Case clients will also benefit from the London real estate practice working closely with the corporate, finance, construction and project finance practices. For example, the already formidable structured finance practice is now equipped to undertake whole business securitisations that involve real estate or are mortgage backed.

Lorraine Ufland has a wide range of experience working in all areas of commercial real estate with an emphasis on the acquisition, disposal and letting of investment properties in the industrial, retail and office sectors, real estate aspects of corporate acquisitions and disposals, refinancing of portfolios and the coordination and running of large teams involved in the purchasing and disposal of properties in the leisure sector. Her experience includes acting for Scottish & Newcastle in connection with their acquisition of 800 pubs from Greenalls, their disposal of the Pontins chain and their disposal of various special purpose vehicles holding properties in 432 pubs to Enterprise Inns and 216 pubs to Notice House.

David Cox has experience of acting on a wide range of headline transactions, both domestic and international. He specialises in real estate investment acquisitions and disposals involving tax and corporate structuring, sale and leasebacks, corporate and PFI property outsourcing, refinancing of real estate portfolios, landlord and tenant and real estate aspects of corporate and finance transactions. His experience includes acting for Land Securities Trillium on PRIME, one of the largest property outsourcing ventures in the UK, cross border corporate transactions and acting for a number of international real estate investment funds.

Managing Partner Duane Wall commented “With the announcement of our new premises and the arrival of two new partners to develop a vibrant real estate practice within the London office, this is an exciting time in the evolution of White & Case, London.”

Peter Finlay, member of the firm’s Management Board added, “The arrival of Lorraine and David gives us an important opportunity to further expand on the commitment that we have recently made to our real estate practice across France, Germany and Central and Eastern Europe.”

Lorraine Ufland
Lorraine joins White & Case from Lawrence Graham where she was a Partner.

David Cox

David joins White & Case from Tite & Lewis where he was a Senior Associate. He was previously with Freshfields Bruckhaus Deringer and Lawrence Graham.

White & Case in WestLB Emerging Markets Securitisation Double

15 October 2003 - NEW YORK / ALMATY / ISTANBUL / FRANKFURT / LONDON: White & Case have closed two transactions for WestLB - a US$100 million securitisation programme for Halyk Savings Bank of Kazakhstan; and a US$325 million advance on an existing securitisation programme for Akbank in Turkey.

The securitisation programme for Halyk Savings Bank is the first securitisation ever in Kazakhstan and in the CIS region generally. Halyk sold its future 'Payment Rights', arising from payments made to it from correspondent banks, to a special purchase vehicle (SPV) based in Jersey. The purchase was funded by a US$100 million facility underwritten by WestLB.

The ARTS Ltd programme for Akbank of Turkey has issued US$1.175 billion since its inception, of which US$560 million is still outstanding, making it the most successful Turkish securitisation by volume (and in the region). In this transaction, the Jersey SPV - ARTS Ltd - drew down an additional US$325 million comprising Tranches five and six of the loan facility to pay Akbank an additional purchase price for a pool of Remittances initially sold in November 1999. A number of the earlier tranches were also amended and re-stated.

White & Case has extensive experience in emerging markets, leading the way in finance-related products and working on the key, groundbreaking deals. For example, in Kazakhstan, the firm advised UBS Warburg on the establishment of a European Medium Term Notes (EMTN) programme for Development Bank of Kazakhstan - the first ever EMTN for a Kazakh entity; and represented Deutsche Bank as co-arranger in Kazkommertsbank's US$150 million syndicated loan - the largest ever syndicated loan involving a Kazakhstan-related borrower. In a recent five year period, White & Case advised on over 17 securitisation deals for arrangers and issuers in the Turkish market, raising a total of over US$1.6 billion. In addition, last year the firm advised on the first securitisation in Egypt.

"These are substantial transactions which required multi-jurisdictional expertise," explained lead partner Laurence Pettit. "Our understanding of the local markets, combined with our experience and depth of knowledge of the international capital markets proved invaluable."

New York partner Laurence Pettit led the White & Case team for WestLB with London partner David Barwise and Frankfurt partner Ulf Kreppel, assisted by associates Shawn Woosley and Bota Jardemaliyeva. Almaty partner Yuriy Maltsev advised on the Halyk Savings Bank securitisation and Istanbul partner Mine Taygun advised in relation to the Akbank advance.

Laurence's work in the securitisation field has included the securitisation of cross-border credit card receivables from all leading credit card associations, trade payment rights, financing lease rentals, and other payment rights from diverse sources. He has particular experience in emerging markets and spent 1991-1992 and 1997-1999 in the firm's office in Istanbul.

White & Case in Major Irish CDO First

20 October 2003 - LONDON: White & Case acted for JPMorgan as Arranger and Deutsche Trustee Company Limited as Trustee in the first ever collateralised debt obligation (CDO) using an Irish special purchase vehicle (SPV), which is also the first ever for Bank of Ireland — the €409,425,000 Partholon CDO I plc.

As well as being the first CDO for Bank of Ireland, this is the first CDO which White & Case has acted for JPMorgan. In addition, it is the first major securitisation in Ireland since changes to the Irish securitisation laws in March, 2003 opened up Ireland as an alternative jurisdiction for major securitisations.

The issue comprised 13 classes of Notes including 5 classes of Combination Notes which included two zero coupon notes. The underlying assets substantially comprise leveraged loans. In order to facilitate sales into the US under Rule 144A and maintain Irish tax efficiency, the transaction was structured as a depositary receipts issuance, with the Issuer issuing its Global Notes in bearer form and Deutsche Bank issuing back-to-back Global Receipts in registered form. The Notes are listed on the Irish Stock Exchange.

“The Partholon CDO illustrates White & Case’s position as a leader in the structured products market. We have now achieved excellent results for clients including JPMorgan, Morgan Stanley, Deutsche Bank, Merrill Lynch, CIBC, CSFB and Société Genéralé,” explained lead partner Rich Reilly. “We have the depth of expertise and critical mass in our first class team which enables us to undertake the most ground-breaking, complex and sophisticated transactions.”

Rich Reilly led the team for JP Morgan with partner David Barwise and was assisted by lead associate Dhanesh Sanichara and associates Stavros Panayi, Leon Curzon and Paul Callaghan. Partner Neil Woodgate advised on tax-related aspects.

Rich, head of the London structured finance team, specialises in CDOs, securitisations across a wide variety of asset classes, and other structured products. He is a US-qualified partner.

Partner Ciaran Rogers led the team at A&L Goodbody advising the Issuer and Bank of Ireland on matters of Irish corporate and tax law respectively.

Partner Michael Smith at Ashurst Morris Crisp advised Bank of Ireland as Collateral Manager with respect to English law.

White & Case acted for Merrill Lynch and Credit Suisse First Boston as Lead Managers of the first ever securitization of credit card receivables in Russia, in a US $225 million international bond issue made by Rosbank, one of Russia's largest privately owned banks. The deal, which closed November 3, establishes a successful template for structured bond issues in Russia and is expected to act as a catalyst for growth in the market for transactions of this type. The five-year Notes in the transaction, which were issued via a special purpose vehicle, Russia International Card Finance S.A., are backed by credit card cash flows from Visa and Mastercard, payable to the Bank of New York as trustee. Although the structure of the transaction is increasingly common in emerging markets, it is the first time such a deal has been completed in the Russian market. The issue was rated as "Ba3" by Moody's Investor Service and "B+" by Fitch. "The development of securitization in Russia is in its very early stages, but it is an exciting area in which we believe we will see strong future growth as the boundaries are pushed forward by market-leading transactions such as the Rosbank credit card securitization. Now that a successful template has been established, we should see more and more structured bonds of this type in the next few months," said David Barwise, head of White & Case's capital markets practice in London. White & Case partner Laurence Pettit in New York led the transaction team, working closely with Barwise and partner Sven Krogius in Moscow.

White & Case acted for Is Bank and Finans Bank, both of Turkey, in the aggregate issuance of $950 million of securitization notes, brought to market on two consecutive days by Standard Chartered Bank. Both transactions involved the issuance by Cayman-based SPVs of notes backed by the SPV's ownership interest in certain diversified payment rights acquired by the SPV from a Turkish originating bank. The Is Bank transaction closed on November 22, and was a $600 million issuance, with one $250 million tranche wrapped by MBIA, one $250 million tranche wrapped by Ambac, and one $100 million unwrapped tranche. The Finans Bank transaction closed on November 23 and included two unwrapped tranches, $225 million of floating rate notes, and $125 million of fixed rate notes. Taking these and other transactions into account White & Case has advised arrangers and issuers on $1.82 billion of structured debt from Turkish issuers and originators in six separate transactions in 2004. White & Case partners: Laurence Pettit (New York); David Barwise (London).

In what is one of only a handful of Collateralized Fund Obligation (CFO) deals to ever take place in the European market, White & Case advised Nomura International PLC as arranger. CFOs repackage the risks and rewards of various financial assets, through a Special Purpose Vehicle (SPV), in this case SVG Diamond Holdings Limited, incorporated in Jersey. SVG Diamond Holdings Limited made a combined debt and equity offering, with the debt offering backed by the private equity interests. SVG Diamond Holdings Limited issued EUR140 million of preferred equity and an unspecified sum of private debt. SVG Diamond Private Equity Limited, an SPV incorporated in Ireland, purchased the debt offered by SVG Diamond Holdings Limited, funding the purchase via the issue of approximately EUR260 million of Notes (or equivalent: the Notes offered were denominated in both Euros and US dollars). The Notes were listed on the Channel Islands Stock Exchange. White & Case partner: David Barwise (London).