5 April 2005 – LAWFUEL – The Law News Network – ABN AMRO Bank N.V. an…

5 April 2005 – LAWFUEL – The Law News Network – ABN AMRO Bank N.V. and Banc of America Securities Limited have acted as joint lead managers on the fourth commercial mortgage-backed securitisation involving the pan-European property portfolio of the ProLogis European Properties Fund. International law firm Freshfields Bruckhaus Deringer advised the lead managers on all aspects of the deal.

Pan-European Industrial Properties Series IV S.A. issued €389m floating rate notes secured against property in the UK, France, Germany, Italy, Spain and Holland. The €389m raised was then advanced to ProLogis European Finance VII S.a.r.l., allowing ProLogis European Finance VII S.a.r.l. to repay existing debts incurred by various ProLogis Group companies in acquiring and developing the relevant properties. Pan-European Industrial Properties Series IV S.A. is an off-balance sheet limited liability company incorporated under the new Luxembourg securitisation law and is capable of being a multi-issuer vehicle.

The transaction was also structured to introduce Italian assets for the first time in a rated ProLogis CMBS deal. The Italian assets where indirectly financed through a sub-participation structure.

Alan Newton, who led the Freshfields team, said, ‘This was a truly international effort. Teams from across our European network modified the structure from the previous transactions to avoid initial mortgage registration fees in France, and introduced Italian assets for the first time. We also employed a Luxembourg-incorporated SPV capable of multiple issues to issue the notes’.

The Freshfields team in London included structured finance partner Alan Newton, assisted by associate Keith McGoogan, real estate partner John Fordham and environment partner John Bowman, with support from the Paris, Milan, Madrid, Amsterdam, Cologne, Frankfurt and Budapest offices. The lead managers were advised on Luxembourg law by Bonn Schmitt Steichen.

ProLogis was advised by Linklaters, Italian firm Bonelli Erede Pappalardo, Dutch firm Weidema Van Tol and Luxembourg firm Arendt & Medernach. The trustees were advised by Clifford Chance.

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