DLA Piper advises on EUR700 million STS securitisation by Santander Consumer Bank

Global law firm DLA Piper has advised Banco Santander, acting as Arranger and Joint Lead Manager, as well as HSBC Continental Europe and Bank of America, acting as Joint Lead Managers, in connection with a new public securitisation of receivables originated by Santander Consumer Bank (part of the Santander Group), for an aggregate amount of approximately EUR700 million.

The securitisation comprises receivables arising from auto loans and personal loans granted by Santander Consumer Bank to its customers. The transaction has been structured in compliance with the Simple, Transparent and Standardised (STS) requirements set out under the EU Securitisation Regulation (Regulation (EU) 2017/2402), with Prime Collateralised Securities (PCS) EU SAS acting as third-party verifier.

The asset-backed securities were issued by Golden Bar (Securitisation) S.r.l. Class A, B, C, D and E notes have been rated by DBRS and Fitch, listed on the Luxembourg Stock Exchange and placed with investors, while the junior Class Z notes were not rated nor listed.

The cross-border DLA Piper team was led by partner Luciano Morello, together with legal director Erik Negretto. They were supported by lawyer Pietro Milanesi. Tax aspects were handled by partner Andrea Di Dio, supported by senior lawyer Valentina Trappolini. Partner James V. Williams, III (New York office) advised on US law matters.

Luciano Morello commented: “This transaction highlights our firm's active role, experience and knowledge of complex STS securitisation transactions across borders. Our global platform enables us to support clients on increasingly sophisticated and strategic financing structures.”

DLA Piper has advised several clients on their securitisations related transactions, including:

• Advising Danaher Corporation, and its Luxembourg-based financing entity in connection with the offer and sale of five tranches of CHF-denominated bonds in an aggregate principal amount of CHF1.25 billion.
• Supporting VEHIS Finanse sp. Z o.o. on the conversion of its warehouse financing structure into Poland’s first public securitisation transaction worth PLN1.35 billion (USD372.5 million).
• Assisting VEHIS Finance sp. Z o.o. on curing financing worth PLN714.3 million (approximately EUR167 million) through an STS securitisation of auto lease receivables.
• Advising Dragon Capital on the establishment of Rebuild Ukraine Fund, a private equity fund seeking post-war-shock recovery opportunities in Ukraine.
• Supporting Optima Bank, a leading Greek financial institution, on the establishment of a EUR500 million Euro Medium Term Note Programme (EMTN) and inaugural issuance of EUR150 million Tier 2 Reset Notes.
• Helping Macquarie Technology Group Limited (ASX: MAQ) on securing a AUD200 million hybrid investment.