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Weil Gotshal & Manges represents Barclays Capital in $1 Billion issue by Gracechurch Card Funding (No.5) PLC

23 SEPTEMBER 2003 - International law firm, Weil, Gotshal & Manges advised Barclays Capital, as their US and UK underwriter counsel in the $1 billion issue by Gracechurch Card Funding (No.5) PLC of the securitisation of consumer credit and charge card accounts originated and owned by Barclaycard (the fifth securitisation in this series).

On the UK side, the transaction was headed by partner Christian Smith, assisted by associates Vishnu Reddy and Samrad Nazer.
Partner Michael Brady and associate David Dueno advised on US law matters, including in respect of the SEC registration statement on Form S-1.

Weil Gotshal & Manges Advises on the securitisation of Credit Card Receivables originated by Capital One Bank (Europe) PLC

15 OCTOBER 2003 - Weil, Gotshal & Manges represented Credit Suisse First Boston and JP Morgan as Joint Lead Managers in a £250 million securitisation of credit card receivables originated by Capital One Bank (Europe) PLC (“COBE”). The transaction involved the use of a master trust structure which allowed maximum flexibility for the originator and will be capable of being used for future issuance. Credit card transactions are recognised as especially complex due to the revolving nature of the underlying cashflows.
The transaction closed yesterday on 14 October 2003.
Weil, Gotshal & Manges’ securitisation partner Jacky Kelly and senior associate Jeannie Tan advised Credit Suisse First Boston and JPMorgan. Tax partner Andrew Norwood and associate Kavitha Ganeshan also advised on the transaction.
COBE was advised by Clifford Chance, led by partner Kevin Ingram.

Advises on Ground Breaking Commercial Mortgage Backed Securitisation in Poland

20 NOVEMBER 2003 - International law firm, Weil, Gotshal & Manges, represented Dutch retail company, Eastbridge N.V. and acted as global transaction counsel with respect to a Euro 74 million asset backed issue by special purpose vehicle Polish Retail Properties Finance plc. This highly structured pioneering transaction was not only the first commercial mortgage backed transaction executed in Poland but the first euromarket term securitisation in Poland. The underlying collateral comprises twelve department stores in Poland, located in central areas of the largest Polish cities, the three most valuable being in Warsaw. The transaction was rated by all three rating agencies.

This innovative and ground-breaking landmark deal was put together by a team of securitisation, tax, real estate and capital markets specialists in Weil Gotshal’s London and Warsaw offices. The team was headed by London head of securitisation Jacky Kelly and Warsaw finance partner Lech Gilicinski and comprised London tax partner Andrew Norwood and Warsaw capital markets partner Anna Frankowska, London associates Vishnu Reddy and Mike Delaney and Warsaw associates Artur Kulawski Joanna Kalisz, Adrian Pawelec and Rafal Zboch.

The transaction not only demonstrates Weil’s strength and widely recognised advanced technical skills in the area of securitisation, but also its ability to manage integrated legal terms across office and jurisdictions in international deals.
The deal was lead managed by Morgan Stanley who were advised by Davis Polk and Dewey Ballantine.

Weil Gotshal & Manges Advises on Oversubscribed Non-Prime Mortgage-Backed Securitisation

9 MARCH 2004 - Weil, Gotshal & Manges, the international law firm, has advised on a recently completed multi-currency Mortgage-Backed Securitisation (MBS) representing Bear, Stearns International Limited and Deutsche Bank AG, London Branch, as lead managers of the £753,400,000 sterling equivalent issue by RMAC 2004-NS1 Plc. The issue was backed by non-prime mortgages originated by GMAC-RFC Limited and closed on 3 March 2004. The notes issued by RMAC 2004-NS1 Plc were guaranteed by Ambac Assurance UK Limited.

The Notes were oversubscribed by investors, reflecting the high investor demand for non-prime securitisations in the market at the moment. RMAC 2004-NS1 Plc was the fourteenth deal in GMAC-RFC Limited's series of UK MBS issuance. Weil, Gotshal & Manges has advised the lead managers and the trustee on all fourteen transactions.

The transaction team included partner Steven Ong and associates Matteo Gallanti and Nina Moaddel with tax advice provided by partner Andrew Norwood. Partners Michael Brady and associate David Dueno provided advice on the US aspects of the deal. Partner James Cole and associate Diala Salman represented the trustee on the transaction.

GMAC-RFC was advised by Allen & Overy (Christopher Bernard) and Ambac Assurance UK Limited was advised by Linklaters (James Harbach).

Weil, Gotshal & Manges Represents Barclays Capital in US$ 750 Million
Issue by Gracechurch Card Funding (No.6) PLC

03/16/2004
International law firm, Weil, Gotshal & Manges, advised Barclays Capital,
as their US and UK underwriter counsel in the US$ 750 million issue by
Gracechurch Card Funding (No.6) PLC of the securitisation of consumer
credit and charge card accounts originated and owned by Barclaycard (the
sixth securitisation in this series). The transaction closed on 11 March
2004.

On the UK side, the transaction was headed by partner Jacky Kelly,
assisted by associates Vishnu Reddy and Mike Delaney. Tax advice was
provided by Andrew Norwood.

Partner Michael Brady and associate David Dueno advised on US law matters,
including in respect of the SEC registration statement on Form S-1.

Weil, Gotshal & Manges Advises on the Securitisation of Credit Card
Receivables Originated by Capital One Bank (Europe) PLC

03/16/2004
International law firm, Weil, Gotshal & Manges, represented Barclays
Capital and Deutsche Bank as joint Lead Managers in a €630 million
securitisation of credit card receivables originated by Capital One Bank
(Europe) PLC (“COBE”). The transaction involved the use of a master trust
structure which allowed maximum flexibility for the originator and is the
fifth securitisation for COBE.

The transaction closed on 2 March 2004.

Partner Jacky Kelly and senior associate Vishnu Reddy advised Barclays
Capital and Deutsche Bank. Tax advice was provided by Andrew Norwood.
COBE was advised by Clifford Chance, led by partner Kevin Ingram.

Advises Bear stearns on £204.5 MillionAsset Backed CDO

International law firm, Weil, Gotshal & Manges, advised long-standing securitisation client Bear, Stearns International Limited, in connection with the structuring and execution of a £204,500,000 collateralised debt obligation (CDO) completed through FAB UK 2004-1 Limited. The transaction packaged a portfolio of sterling denominated asset-backed and synthetic debt securities through the Jersey vehicle. The funding for the purchase of the initial portfolio and additional collateral during the ramp-up period was raised in the public market by the issue of nine classes of notes including two classes of combination notes.
The deal underlines the strength and depth of Weil Gotshal's CDO practice which remains very active both in London and New York. Partner Jacky Kelly, head of the London securitisation practice, and associates Pierre Agyeman and Cameron Mitcham represented Bear Stearns. Tax advice was provided by partner Andrew Norwood.

James Cole, London capital markets partner, and associates Jeannie Tan and Anthony Murphy represented JPMorgan Chase Bank who are the collateral administrator and trustee.

Gulf International Bank (UK) Limited are the collateral manager of the vehicle’s portfolio and were advised by Ashurst. Ogier & Le Masurier provided Jersey advice to the vehicle.

Weil, Gotshal & Manges, represented JP Morgan Securities Ltd ("JP Morgan") and The Royal Bank of Scotland plc ("RBS") as joint Lead Managers in a L250 million securitisation of credit card receivables originated by Capital One Bank (Europe) PLC ("COBE").

The transaction involved the use of a master trust structure which allowed maximum flexibility for the originator and is the sixth securitisation for COBE.

The transaction closed on 3 June 2004.

Partner Jacky Kelly and associates Vishnu Reddy and Diala Salman advised JP Morgan and RBS. Tax advice was provided by Andrew Norwood. COBE was advised by Clifford Chance, led by partner Kevin Ingram.

Weil, Gotshal & Manges, advised Morgan Stanley & Co. International Limited in connection with the structuring and execution of a e187,500,000 synthetic collateralised debt obligation (CDO) transaction

Completed through a Cayman Island vehicle, Brooklands Euro Referenced Linked Notes 2004-1 Limited (the "Issuer"). The transaction references a portfolio of corporate and asset backed debt securities complying with pre-agreed guidelines. The Issuer provided protection with respect to the credit risks associated with the portfolio via a credit default swap.

Partner Jacky Kelly, head of the London securitisation practice represented Morgan Stanley, assisted by associates Jeannie Tan and Pierre Agyeman. UBS AG, the counterparty to the credit default swap was advised by Clifford Chance (Matthew Grigg). Walkers provided Cayman Islands advice to the Issuer.

Weil Gotshal & Manges: This is the fourth transaction managed by Harbourmaster Capital Management Limited and Weil Gotshal has advised on all of them as transaction counsel. Further transactions are in the pipeline. The portfolio of Loan obligations securitised includes European Senior Secured Loans and US Senior Secured Loans. The portfolio was acquired by a Dutch company, Harbourmaster CLO 4 B.V. Weil Gotshal is currently working on other CLO and collateralised debt obligations (CDO) mandates for other clients, highlighting the prominence of the firm?s CDO practice. Partner Jacky Kelly, head of the London securitisation practice, represented Harbourmaster Capital Management Limited, assisted by associates Matteo Gallanti and Anthony Murphy. Weil Gotshal also acted for the Lead Manager, Bear, Stearns International Limited. Partner Steven Ong and associate Cameron Mitcham acted for the Lead Manager. Ashurst acted for Deutsche Trustee Company Limited who were the trustee on the transaction. Deutsche Bank London AG is also acting as the collateral administrator, account bank and liquidity facility provider.

International law firm, Weil, Gotshal & Manges, advised Morgan Stanley & Co. International Limited and Barclays Capital as joint Lead Managers in connection with the refinancing of a whole business securitisation undertaken by the General Healthcare Group of companies. The transaction represents another example of Weil Gotshal's involvement in complex whole business securitisation transactions for UK corporate groups. The transaction is a refinancing of a deal which took place in July 2001, under which the General Healthcare Group, a UK market leader in the provision of private acute healthcare services undertook a whole business securitisation through the issuance by a group company, GHG Finance Limited (the "Issuer") of £1,025,000,000 of securities. The current transaction involved the redemption of certain classes of securities issued in 2001, the issuance of approximately £578 million of new securities by the Issuer and the repayment of certain inter-company debt within the General Healthcare Group of companies. Ambac Assurance UK Limited provided a guarantee with respect to certain of the new securities issued. The transaction closed on 7 October 2004. Partner Jacky Kelly, co-head of Weil Gotshal's highly regarded global securitisation practice and head of the London securitisation practice, represented Morgan Stanley and Barclays Capital, assisted by Pierre Agyeman, Ben Marson, Rupert Wall and Julia Cottrell. Tax advice was provided by Weil Gotshal's financial tax partner, Andrew Norwood. Partner Steven Ong represented the Trustee, Capita IRG Trustees Limited, assisted by Nina Moaddel. The General Healthcare Group of companies was advised by Dickson Minto W.S. (James Colvin). Linklaters (Jonathan Martin) represented Ambac and Maples and Calder provided Cayman law advice to the Issuer.

Weil Gotshal Advises on 5th Mortgage Backed Securitisation in First Quarter

International law firm, Weil, Gotshal & Manges, has completed its fifth residential mortgage backed securitisation transaction for the first quarter of 2004. The firm has advised on nearly all bond issues backed by UK non-conforming residential mortgages that have occurred in2004 so far.

In addition to advising on issues backed by mortgages from Kensington Mortgage Company, GMAC-RFC and Mortgage Trust, the firm has also advised MBIA Assurance S.A. as the guarantor of the £600 million equivalent issue by Southern Pacific Securities Plc 04-1 of multicurrency notes backed by mortgages of Southern Pacific Mortgage Limited. This transaction closed on 26 February 2004.

Most recently, the firm represented Barclays Capital as Lead Manager of the £300 million equivalent issue by Marble Arch Residential Securitisation No.2 Limited of multicurrency notes backed by first mortgage loans originated by London Mortgage Company/Matlock Bank Limited. The transaction closed on 18 March 2004.

On the Southern Pacific transaction, partner Steven Ong and senior associate Pierre Agyeman represented MBIA. Lead manager and trustee counsel was Allen & Overy (Christian Lambie) and issuer counsel was Clifford Chance (Andrew Forryan).
On the Marble Arch transaction, partner Steven Ong represented Barclays Capital, assisted by associate Diala Salman. Lovells (Brian Carne) acted for London Mortgage Company. Simmons & Simmons (James Bresslaw) represented the Trustee, The Bank of New York.

Completes Stream of UK Mortgage-Backed Securitisations

International law firm, Weil, Gotshal & Manges, has just completed an £800m residential mortgage backed securitisation (MBS) for Deutsche Bank and Merrill Lynch. The closing of the deal marks the sixth in a string of UK MBSs for an array of investment banking clients.
This issue by RMAC 2004-NSP4 was backed by both prime and non-prime mortgages originated by GMAC-RFC Limited. Unusually in a UK MBS transaction however, the subordinated note class financing the transaction reserve fund was not backed by mortgages but still achieved a credit rating. For the first time in a securitisation of GMAC UK mortgages, certificates backed by mortgage prepayments and residual cash flows from the deal were issued.
The transaction team included partner Steven Ong, Matteo Gallanti and Nina Moaddel, with tax advice provided by partner Andrew Norwood and Neil Slater. Partner James Cole and Anthony Murphy represented Capital IRG Trustees Limited as the trustee on the transaction. GMAC-RFC and the Issuer were advised by Allen & Overy (David Shearer).
The week before the firm closed the £589,900,000 issue by Mortgages 6 PLC, representing Barclays Capital and Merrill Lynch. The issue was backed by non-prime mortgages originated by Mortgages plc (which was acquired by Merrill Lynch during the life of the transaction). Partner Jacky Kelly and Russ McGregor represented the lead managers and partner Steven Ong and Cameron Mitcham represented the Trustee, ABN AMRO Trustees Limited. Allen & Overy advised Mortgages plc (Salim Nathoo).
In the latter half of 2004, the Firm acted on two issues, each backed by mortgages originated by GMAC-RFC and Kensington Mortgage Company (Steven Ong as main lead manager partner and James Cole as trustee partner in each case).