Securitisation

Freehills acts for arrangers, issuers, underwriters, dealers, credit enhancers, trustees, facility providers, swap providers and originators on domestic and offshore issues. We regularly advise on a range of matters, including residential mortgage-backed securities  (RMBS), commercial mortgage-backed securities (CMBS), NIM, auto and fleet receivables, trade/inventory receivables, collaterised debt obligations (CDOs), aircraft lease, public private partnerships (PPP) and other asset types.

This experience and our multidisciplinary team of lawyers allows us to offer advice covering:

• structural and strategic issues
• tax, GST and stamp duty issues
• corporate, licensing and disclosure issues
• International Swaps and Derivatives Association (ISDA) and other derivatives aspects
• Australian Prudential Regulation Authority (APRA), consumer finance and other regulatory requirements
• rating agency and credit and liquidity support provider issues.

Freehills maintains its involvement in the peak industry body, the Australian Securitisation Forum (ASF), contributing on regulatory, prudential and tax/stamp duty issues. Most recently, members of our team have led some of the ASF’s drafting initiatives in relation to APRA’s revised APS 120 (securitisation rules for authorised deposit-taking institutions (ADIs)).

Some of our major transactions in the key areas of the Australian securitisation market include:

Residential mortgage-backed transactions

• Heritage Building Society in relation to various term and warehouse residential mortgage backed transactions and APRA’s revised securitisation rules for ADIs.
• Investec Australia Ltd’s securitisation of its nonconforming mortgage portfolio arranged by SG Australia.
• Members Equity Bank in relation to all aspects of its:
• SMHL program, including nine global bond issues (both SEC-registered and Irish stock exchange-listed)
• Maxis Loans (formerly National Mutual Home Loans) program
• Super Loans, Mustang and Net Interest Margin programs.
• NAB as warehouse facility provider to various issues and programs.
• Permanent Trustee as trustee of the ARMS II program.
• Barclays Bank and JP Morgan as underwriters to various Interstar Millenium Series transactions.

Commercial mortgage-backed transactions

• Amcor’s structured note issue for a property portfolio arranged by UBS, and its recent unwind.
• APPF, Centro and Investa on CMBS issues.
• CPIT’s Aurora Place / CMBS refinancing arranged by ANZ.
• CSIRO’s securitisation of ACT properties arranged by Babcock & Brown.
• CSIRO’s property securitisation of its estate at Ryde in Sydney arranged by ABN AMRO.
• David Jones Ltd’s property securitisation of its Sydney and Melbourne CBD stores.
• MCS Property’s multi-tranche note issue.

Asset-backed transactions

• Avis Budget Australia on its auto fleet securitisation arranged by Westpac, the first of its type in the Australian securitisation market.
• Australian Executor Trustees on various structured bond issues, including the NSW Schools II Project PPP and RBS-arranged Queensland University PACE project bonds.
• BNY Trust in relation to:
  • Allco’s freight rail securitisation
  • Allco’s Aviation Fund repackaging program
  • Allco’s AAF and SAFIF aircraft lease securitisation programs
  • various PPP and structured bond issues.
• Allco Finance Group on the establishment of the Max Securities and Mortgage Trust and Société Générale as note purchaser and standby liquidity provider.
• ABN AMRO and Tasman and its subsidiaries in relation to the Tasman receivables program – including David Jones Ltd’s credit card receivables, BMW Australia’s hire purchase agreements, JEM transactions and auto loan receivables of a global auto manufacturer and financier.
• Great Southern Plantations on MIS investor loan securitisations arranged by Adelaide Bank.
• ANZ, NAB and Westpac as senior bond subscribers in two auto receivables securitisation by a global auto manufacturer and financier.
• ANZ Bank’s receivables securitisation for the Leda property group, through its FAST program.
• ANZ Bank’s receivables securitisation for Scottish Pacific.
• ANZ Bank, Davids Ltd and the liquidity facility providers on Davids Ltd’s trade receivables securitisation.
• BNP Paribas, Calyon and The Royal Bank of Scotland on the Australian aspects of a US$2.9 billion securitisation bridge facility for the acquisition of The Hertz Group by various private equity investors.
• Citibank and CRS and its subsidiaries in relation to the CRS receivables program – including the securitisation of receivables of BlueScope Steel Ltd, Robert Bosch, OneSteel Ltd, Alcoa Rolled Products’ export receivables and auto-loans receivables of a global auto manufacturer and financier.
• Medfin Australia and the MLC Ltd in relation to the Medfin Trust Series arranged by National Australia Bank.
• South Pacific Tyres’ debtor receivables securitisation program.
• Rothschild in relation to certain unrated issues, including the securitisation of fund manager fees.
• ABN AMRO on various structured construction bond issues – including for Parramatta Police Headquarters and Brisbane City Council’s new Brisbane premises.

Freehills have a dedicated Securitisation team that works closely with tax, stamp duty and other legal teams within the firm on both wholesale and retail asset-back and structured credit transactions.

We are committed to being accessible, to providing breadth and depth and to working with clients in producing commercially innovative solutions.

Awards

• Banking and Finance Law Firm of the Year 2006, Australian Law Awards
• Best Financial Law Firm 2006, FinanceAsia Awards

Legal guides

• Tier 2 Ranking, Banking & Finance, Securitisation, Chambers Global Guide (2009)
• Tier 1 Ranking, Banking & Finance, Securitisation, Asia Pacific Legal 500 (2008, 2007, 2006, 2005)
• Leading Firm, Banking & Finance, Securitisation, PLC Which Lawyer? Yearbook (2008)

Testimonials

• ‘Once again proving a pre-eminent firm in the Australian finance market, Freehills stands out to commentators for its “commerciality and experience in dealing with high-pressure, high-risk situations.”’ Chambers Global Guide 2009
• ‘Clients applaud the “partners’ fantastic depth of knowledge and commercial and timely advice.”’ Chambers Global 2009 
• ‘Clients endorse the debt capital markets and securitisation teams, which display “high-quality knowledge and efficiency.”’ Chambers Global 2008