23 March 2005 – LAWFUEL – The Law News Network – Allen & Overy has advised Barclays Capital/Barclays Bank PLC on its first conduit loan CMBS transaction under the new ECLIPSE brand, in a £440,650,000 issue of commercial mortgage-backed notes by AQUILA (ECLIPSE 2005-1) plc, a special purpose vehicle (SPV). The ECLIPSE platform, recently announced by Barclays, capitalises on the rapidly increasing investor appetite for CMBS investments.
The transaction involved the securitisation of 10 UK real estate finance loans, ranging in size from £4 million to £114 million, which were sold by the Bank to a UK SPV, which issued notes listed on the Irish Stock Exchange. The transaction also included, in respect of one of the loans, an A/B note structure under which certain junior debt was held outside of the securitisation structure.
The Allen & Overy team was led by partner Christian Lambie, assisted by Sally Onions and Jennifer-Smith Abraham. Partners Paul Flanagan and Simon Roberts, assisted by their teams, advised in connection with the loan origination. Tax advice was provided by partner David Hughes, assisted by James Reynolds and Sanjay Mehta. Partner Morgan Krone advised JPMorgan as Trustee, assisted by Sarah Crouch and Luke Lewis.
Christian Lambie commented:
“We were effectively able to provide a ‘one-stop-shop’ for Barclays on this transaction, preparing standard form loan and security documentation, undertaking the legal work on the origination of the loans and advising on the securitisation refinancing of the first portfolio of loans. Our role on this, Barclays’ first conduit loan CMBS, once more demonstrates Allen & Overy’s position at the forefront of the CMBS market.”
Both the SPV issuer and Barclays Capital Mortgage Servicing Limited (the master and special servicer) were advised by Sidley Austin Brown & Wood (Graham Penn / Partha Pal / Jayne Black/Steven Penketh).