LAWFUEL – The Law News Network – Clifford Chance, acting as structurin…

LAWFUEL – The Law News Network – Clifford Chance, acting as structuring and documentation counsel, has advised Deutsche Bank as joint lead arranger with EFG Telesis Finance S.A. on the first ever revolving credit card securitisation in Greece. This
EUR750,000,000 deal is the first credit card securitisation transaction from
a Greek bank and the first credit card securitisation transaction
denominated in euros in Europe this year.

The credit card asset-backed securities were issued by Karta 2005-1 PLC, a
public limited company in the United Kingdom and the notes were registered
and included in the listing of the London Stock Exchange. The transaction
utilised the Greek true sale law to transfer the assets from the originator,
EFG Eurobank Ergasias S.A., to an SPV acting as the asset purchase company
incorporated in England and Wales. The transaction structure in the UK
replicated the typical UK three-tier structure common to other UK credit
card securitisations.

Clifford Chance acted as counsel to the lead arrangers for structuring and
documentation. The transaction was jointly led and arranged by Deutsche
Bank AG London and EFG Telesis Finance S.A.; the Joint Lead Managers were
Deutsche Bank AG London, EFG Telesis Finance S.A. and Merrill Lynch

Partner Debashis Dey who co-led the securitisation team with Partner Kevin
Ingram commented on the innovative nature of the deal: “Greece is a new
market for securitisation and this was a highly complex deal in that it was
a new asset class under the Greek securitisation law.”. Kevin Ingram noted
that: “The key difference was that the Greek law may not have recognised the
traditional beneficial nature of a master trust and thus we altered the
trust to a contractual arrangement.”

Partners Kevin Ingram and Debashis Dey advised on the securitisation
(supported by associates, Maria Yang, Julian Versteeg and Laura Malloni),
partner Chris Davies advised on the tax aspects of the deal (supported by
associate Dan Neidle) and partner Etienne Wong advised on UK VAT issues
(supported by associate Rudiger Holfeld). Christodoulou Katerina of Greek
law firm Kallimopoulos, Loukopoulos and Chiotellis worked alongside Clifford
Chance as Greek legal counsel. Clifford Chance partner Esther Cavett acted
for the Security and Note Trustee (supported by associate Elken Adler).
Kallimopoulos, Loukopoulos, Chiotellis Law Firm acted for EFG Eurobank
Ergasias as originator and transferor.

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