Slaughter & May Advises Santander Consumer Finance on Auto Loan Deal

Slaughter and May advised Santander Consumer Finance Oy (SCF) as originator and Santander Global Banking & Markets (SGBM) as arranger in relation to the first ever publicly offered Finnish auto loan ABS transaction.

The transaction involved the issuance of EUR 439,000,000 fixed rate Class A notes (the “Class A Notes”), EUR 48,800,000 fixed rate Class B notes (the “Class B Notes”) and EUR 25,555,000 fixed rate Class C notes (the “Class C Notes”), in each case due 2021.

The Class A Notes, the Class B Notes and the Class C Notes were issued on 9 October 2013 by SCF Rahoituspalvelut 2013 Limited (the “Issuer”), a newly-incorporated company. The Class A Notes were publicly offered, with Bank of America Merrill Lynch, Citigroup Global Markets Limited and SGBM acting as joint lead managers (the “Joint Lead Managers”). The Class B Notes and the Class C Notes were issued to SCF.
The Class A Notes are ECB eligible and received the PCS label. The Class A Notes and the Class B Notes are listed on the Irish Stock Exchange. The Class A Notes have been rated “AAAsf” by Fitch Ratings and “Aaa(sf)” by Moody’s and the Class B Notes have been rated “Asf” by Fitch Ratings and “A2(sf)” by Moody’s. The Class C Notes are unlisted and have not been rated.

The Issuer has appointed SCF as servicer in respect of the portfolio.

Castrén & Snellman Ltd provided advice to SCF in respect of Finnish law and Walkers Ireland provided advice in respect of Irish law. The Joint Lead Managers were advised by Hogan Lovells International LLP in respect of English law and Attorneys at Law Borenius Ltd in respect of Finnish law. Allen & Overy LLP provided English law advice to Deutsche Bank as trustee, paying agent and account bank.

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