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SECURITISATION AND STRUCTURED FINANCE
RMBS: Our Track Record June 2022
Arthur Cox is one of Ireland’s leading structured finance and securitisation practices, acting for major domestic and international clients. Our market-leading mortgage finance practice advises originators and sponsors (including domestic banks, non-bank lenders and loan portfolio buyers), arrangers, dealers, servicers, trustees and issuers on RMBS and covered bond transactions and associated tax and regulatory issues.
We have been at the forefront of the Irish securitisation market since the beginning, acting on the first ever mortgage securitisation in Ireland and more recently on Ireland’s first ‘STS’ RMBS under the Securitisation Regulation. We regularly advise on the establishment of Irish securitisation vehicles for use in bespoke (performing and nonperforming) portfolio acquisition and financing structures, warehouse financing (borrower and lender-side) and RMBS issuances. Our team has particular expertise in Securitisation Regulation, credit servicing and Eurosystem eligibility matters. We are dealers’ counsel on all Irish covered bond programmes (for AIB, Bank of Ireland and EBS). Arthur Cox Listings Services has acted as listing agent on a number of RMBS transactions (including for AIB, Goldman Sachs International, Morgan Stanley and Lone Star). We have advised on almost all recent RMBS deals and regularly advise clients on the issuer and arranger side, as well as in other capacities, including investors and trustees. Recent transactions include: On the issuer/sponsor side: • Advising Apollo on the acquisition of a portfolio of NPLs from AIB, and subsequent securitisation of these loans by Portman Square 2021-NPL1 DAC. • Advising CarVal on the acquisition of
a portfolio of NPLs from Ulster Bank, and subsequent securitisation of these loans by Rathlin Residential 2021-1 DAC.
notes by Glenbeigh 2 Issuer DAC and Glenbeigh 2 Issuer 2021-2 DAC. On the investor side:
• Advising AIB, EBS and Haven on the c. €4 billion issuance by Burlington Mortgages No. 1 DAC. This transaction was governed by Irish law and was Ireland’s first ‘STS’ RMBS.
• Advising M&G as seller, option holder and retention holder on the issuance of notes by Mulcair Securities No.3 DAC, backed by a portfolio of loans originated by Bank of Ireland.
• Advising Goldman Sachs International on notes issuance by Strandhill RMBS DAC.
• Advising an investor (and the trustee) on Bank of Ireland’s issuance by Mulcair Securities No.2 DAC.
• Advising Morgan Stanley on all of their Irish RMBS issuances, including:
• Advising M&G as option holder on Finance Ireland’s inaugural RMBS, which was awarded the GlobalCapital European Securitisation Awards RMBS of the Year and Finance Dublin RMBS of the Year 2020 and all subsequent RMBS transactions (no. 2 – 4), which were “STS transactions”.
• notes issuance by Warrington Residential 2022-1 DAC, backed by a portfolio of NPLs. • notes issuance by Primrose Residential 2022-1 DAC. • notes issuance by Shamrock Residential 2022-1 DAC. • notes issuance by Shamrock Residential 2019-1 DAC. • notes issuance by Jepson Residential 2019-1 DAC. • Advising Lone Star on all of their Irish RMBS transactions (performing and non-performing). • Advising Barclays as originator, and the issuer, on separate issuances of notes by Summerhill Residential 2021-1 DAC and Jamestown Residential 2021-1 DAC. • Advising Citi as originator, and the issuer, on separate issuances of
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• Advising an investor (and the trustee) on Bank of Ireland’s notes issuance by Mulcair Securities DAC. On the arranger side: • Advising Barclays as arranger and sponsor of the ‘Porto’ securitisations, including: • notes issuance by Fingal Securities RMBS DAC. • notes issuance by Roundstone Securities No.1 DAC. • notes issuance by Dublin Bay Securities 2018-1 DAC. • Advising Natixis as arranger of the arthurcox.com
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RMBS: Our Track Record
following securitisations for Dilosk: • notes issuance by Dilosk RMBS No. 4 DAC. • notes issuance by Dilosk RMBS No.5 DAC. • Advising NatWest Markets as arranger of the following securitisations for Dilosk: • notes issuance by Dilosk RMBS No.3 DAC (known as ‘Project Clover’). • notes issuance by Dilosk RMBS No.2 DAC (known as ‘Project Merrion’). • Advising NatWest Markets as arranger of the following securitisations for Ulster Bank: • notes issuance by Dunmore Securities No.1 DAC. • notes issuance by Ardmore Securities No. 1 DAC.
• Advising Morgan Stanley as arranger of the following securitisations for Permanent TSB: • notes issuance by Fastnet Securities 16 DAC. • notes issuance by Fastnet Securities 17 DAC. • Advising Citi as arranger of the following securitisations for Permanent TSB: • notes issuance by Glenbeigh Securities 2018-1 DAC. • notes issuance by Fastnet Securities 15 DAC. • notes issuance by Fastnet Securities 14 DAC. A separate team advised the as trustee on each Fastnet transaction • Advising BAML as arranger of
Permanent TSB’s notes issuance by Fastnet Securities 13 DAC. • Advising J.P. Morgan as arranger of KBC Bank Ireland’s notes issuance by Phoenix Funding 6 DAC. A separate team advised Citibank as trustee. Covered bonds: • Advising the dealers on Bank of Ireland Mortgage Bank ACS covered bond programme and all syndicated issuances under the programme. • Advising the dealers on AIB Mortgage Bank ACS covered bond programme and all syndicated issuances under the programme. • Advising the dealers on EBS Mortgage Finance ACS covered bond programme and all syndicated issuances under the programme.
Our team CAPITAL MARKETS
Cormac Kissane Partner, Head of Finance +353 1 920 1186 cormac.kissane@arthurcox.com
Glenn Butt Partner, Finance +353 1 920 1197 glenn.butt@arthurcox.com
Aiden Small Partner, Finance +353 1 920 1072 aiden.small@arthurcox.com
Phil Cody Partner, Finance +353 1 920 1238 phil.cody@arthurcox.com
Aisling Kelly Partner, Finance +353 1 920 1255 aisling.kelly@arthurcox.com
Maedhbh Clancy Of Counsel, Finance +353 1 920 1225 maedhbh.clancy@arthurcox.com
Gavin McArdle Of Counsel, Finance +44 28 9026 2666 gavin.mcardle@arthurcox.com
Eoin Hamill Senior Associate, Finance +353 1 920 1254 eoin.hamill@arthurcox.com
Peter Murphy Senior Associate, Finance +353 1 920 2190 peter.murphy@arthurcox.com
Charles Meenan Senior Associate, Finance +353 1 920 1075 charles.meenan@arthurcox.com
Brendan Kennedy Senior Associate, Finance +353 1 920 1299 brendan.kennedy@arthurcox.com
Sinéad Cantillon Professional Support Lawyer, Finance +353 1 920 1083 sinead.cantillon@arthurcox.com
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RMBS: Our Track Record
TAX
Fintan Clancy Partner, Head of Tax +353 1 920 1190 fintan.clancy@arthurcox.com
Ailish Finnerty Partner, Tax +353 1 920 1207 ailish.finnerty@arthurcox.com
David Kilty Partner, Tax +353 1 920 1036 david.kilty@arthurcox.com
Orlaith Kane Partner, Tax, New York +1 212 782 3301 orlaith.kane@arthurcox.com
LISTINGS
Helen Berrill Director, Listing Services +353 1 920 1203 helen.berrill@arthurcox.com
Dublin +353 1 920 1 000 dublin@arthurcox.com
Belfast +44 28 9023 0007 belfast@arthurcox.com
London +44 207 832 0200 london@arthurcox.com
New York +1 212 782 3294 newyork@arthurcox.com
San Francisco +1 415 829 4247 sanfrancisco@arthurcox.com
Arthur Cox LLP arthurcox.com