18 July 2013
Clifford Chance assists ING on innovative RMBS transaction
A team from Clifford Chance's Amsterdam capital markets department advised ING on a securitisation of a portfolio of EUR 2.2bn Dutch residential mortgage loans originated by WestlandUtrecht Bank, a wholly owned subsidiary of ING Bank N.V. The portfolio of mortgage loans backs the six classes of notes issued by Orange Lion 2013-10 RMBS B.V. All notes (including the subordinated notes, which can be considered to be a new market development) are placed with investors and are listed on NYSE Euronext. The Class A Notes have received the PCS-label. The lead managers are ING Bank N.V. and JP Morgan Securities Limited.
Although the securitisation techniques used are not innovative in itself, it includes unprecedented features for a Dutch public RMBS transaction which amongst others have resulted for ING in balance sheet derecognisation. These features include that the transaction does not have the usual call option and that ING meets the 'skin in the game'- requirements by retaining randomly selected mortgage loans on its balance sheet.
Earlier this year, the team successfully closed the Orange Lion 2013-9 transaction. The total amount of notes issued under these two transactions is EUR 4bn (of the estimated EUR 12bn of all Dutch RMBS notes issued this year).
The Clifford Chance team that advised ING Bank consisted of Robert Masman (counsel), Esther Griffioen (senior associate) and Mats Klein Breteler (trainee lawyer), and was assisted by Joep Bertrams (senior associate), Willem Specken (counsel) and Nolan Groenland (trainee lawyer) on the Tax aspects of the deal and by Jessica Littlewood (partner) and Christopher Leonard (associate) on the English law aspects regarding derivatives.