21 December – LAWFUEL – The Law News Network – Clifford Chance, as U…

21 December – LAWFUEL – The Law News Network – Clifford Chance, as U.S. securities counsel and English law structuring and documentation counsel has advised The Royal Bank of Scotland as Arranger and RBS and RBS Greenwich as Co-Lead Dealers on a dual series issue of credit card asset-backed notes by Arran Funding Limited aggregating the equivalent of approximately US$5 billion. The note issuance marks the first U.S. SEC-registered shelf programme combined with a London listed MTN ABS platform for a UK credit card issuer. The notes offered were issued in two separate series (series 2005-A maturing in 2008 and series 2005-B maturing in 2010) with multiple classes and currencies of Sterling, U.S. dollars and Euro.

The UK credit card securitisation market is well established with issuances going back as far as 1996. RBS’s first issuance under the Arran programme was in 2000 with a follow-on issue later in the same year. The current offering is the first time since 2000 that RBS has elected to issue under its programme and a significant addition is that NatWest Bank, part of the RBS Group, has now also included its credit card receivables in the securitisation. Clifford Chance also acted for The Royal Bank of Scotland on the previous issuances.

The transaction is novel for its use of an SEC shelf registration together with an ABS MTN London-listed platform, allowing efficient and fast access to both the U.S. public ABS market and the European ABS market. Shelf registration with an MTN platform means that each new issue requires only the filing with the relevant regulator of a prospectus supplement / final terms. This filing is not required to be reviewed or commented upon by either the UKLA or the SEC (creating cost efficiencies and saving a number of weeks in the issue process).

Debashis Dey, the lead London partner for this deal commented: “It is a pleasure to act for RBS again on their programme and to introduce NatWest to credit card securitisation for the very first time in its history. The addition of adapting a US shelf platform will certainly be a market innovation that other ABS issuers – mortgage and credit cards – in the UK will take advantage of.”

Lewis Rinaudo Cohen, the lead U.S. partner for the deal commented: “This was a very exciting transaction with which to be involved from the U.S. side. Not only was this the first successful non-U.S. credit card ABS shelf registration, it was also one of the very first ABS transactions to come to market following the effectiveness of the SEC’s Offering Process Reforms, requiring high-level advice to adapt the transaction to the SEC’s new rules.”

Clifford Chance acted as legal structuring and documentation counsel to RBS as Arranger and RBS and RBS Greenwich as Co-Lead Dealers. The London Clifford Chance team was led by Partner Debashis Dey assisted by associates Paul Landless and Julian Versteeg. Chris Davies was the tax partner, assisted by associate Dan Neidle. Jane Bush was the derivatives partner, assisted by associate Anne Drakeford.

The New York Clifford Chance team was led by Partner Lewis Rinaudo Cohen, assisted by counsel Edgard Alvarez and associates Quinlan Kato and Byron Hing, as well as by tax counsel Avrohom Gelber and ERISA partner Andy Oringer and counsel Rob Stone.

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