Structured & speciality finance

Navigate the highly complex and regulated world of structured finance and loan portfolio transactions with an expert by your side

Our team has many years of experience of structured finance and loan portfolio transactions throughout all stages of the economic cycle and involving a diverse range of asset classes. This, coupled with our sector expertise, means we really understand both complex and more straightforward structures.

Acting for clearing banks, challenger banks, specialist lenders, funds, traditional debt purchasers, asset managers and loan servicers, our team advises on all types of structured finance and loan portfolio transactions, including:

• forward funding of mortgages;
• securitisations;
• warehousing structures;
• sales and acquisitions of retail and commercial loan portfolios (both bulk sale and forward flow);
• Part VII transfers;
• synthetic alternatives such as sub-participations and ISDA based swaps;
• legal title transfers; and
• litigation transfers (including Global Substitution Orders).

Our specialist team provides partner-led, commercially-minded legal advice, delivered at a fair price. Attracted by the quality of our practice and our ambition, we have been joined by experienced lawyers from Magic and Silver circle law firms and US law firms, who bring their specialist skills to the team. The team also has stand-out regulatory capability and we have one of the largest regulatory offerings of any UK law firm. This means we have a deep understanding of the market and regulatory environment. We proactively stay on top of current market practice, identify any potential headwinds or changes that may be on the horizon and spot potential opportunities for our clients.

We operate on a national and international basis. Our team has strength in depth, and is represented in all our offices. With offices in London, Bristol, Manchester, Belfast, Glasgow and Edinburgh, we also offer comprehensive coverage in the UK.

We know how crucial it is that we deliver projects in a timely and cost-efficient way for our clients. Thanks to an award-winning shared services centre, we do exactly that. Our Document Review and Collation team assists with large scale document reviews and due diligence. Our Legal Project Management team offers a specialist skill set for large or complex projects. Our FutureLaw team develops new products and services built on insight, process and technology to achieve better outcomes for clients.

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Recent highlights:

• Successfully advised on and closed a nine jurisdiction (UK, US, France, Spain, Ireland, Italy, Germany, Switzerland and Singapore) US Bank and European Bank’s commercial paper conduit funded STS compliant securitisation for a global chemicals conglomerate.
• Completed a £305m private securitisation/future flow deal for a UK specialist lender, with a clearing bank providing funding via a notes issue, and mezzanine debt being provided by another funder.
• Advising a bridging lender on its £200m private securitisation with a leading bank.
• Dealing with a FSMA Part VII banking business transfer scheme for Triodos Bank NV in response to Brexit. This was a highly complex assignment and one which was critically important to the ongoing operations of the bank in the UK.
• Acting for Newcastle Building Society on its merger with Manchester Building Society, by way of a transfer of Manchester’s engagements to Newcastle under the procedure set out in the Building Societies Act 1986. This was a complex transaction involving a very high volume of documentation, and we liaised closely with the PRA and FCA throughout. It is the first building society merger for a number of years.
• Advising one of the largest telecommunications providers on a c.£300m receivables transfer agreement.
• Acted for a leading alternative asset backed SME lender on its £110m private securitisation.
• Partnering with a Magic Circle firm in advising a lender on its acquisition of a mortgage book for £3.8bn and involving 23,000 customers. We advised on the Scottish and Northern Irish aspects of the deal, including due diligence, strategic advice and structuring, regulatory advice, the mortgage sale agreement, servicing agreements, customer communications and the transfer of the loans and related security.
• Acting for Starling Bank on the £50m acquisition of specialist buy-to-let mortgage lender Fleet Mortgages. With a team of 30+ lawyers, as well as all corporate aspects, TLT’s structured finance team advised Starling on 3 different forms of mortgage warehousing embedded in the structure, and the refinancing of Fleet’s overall mortgage book.
• Acting for a specialist mortgage lender on the sale of a combined c.£180m portfolio out of two warehouse structures to a single buyer.
• Acting for a clearing bank on the sale of an unsecured portfolio comprising c.60,000 accounts across the UK. The portfolio was made up of impaired overdrafts, mortgage shortfalls, credit card debt and retail finance.
• Acting for a number of specialty funders as lenders under multi-draw term facilities involving a number of asset classes, totalling in excess of £1bn over the last 12 months.
• Acting for a number of originators / manufacturers (including high street and investment banks), servicers, legal title holders and beneficial title holders on a raft of regulatory issues across asset classes, including particular recent emphasis on Consumer Duty, in the context of open and closed books, forward flows, portfolio sales and acquisitions and securitisations.
• Acting for a US mortgage lender on the acquisition of a UK Bank, UK origination and significant forward flow arrangements.
• Acting for a US hedge fund on the £120m acquisition of the economic interest in a portfolio of home reversion plans via a total return swap.
• Producing template portfolio sale agreements for a number of the clearing banks, for use in connection with future sales of unsecured loans.
• Acting for a US fund and UK fund manager on 9 separate acquisitions of shared equity mortgages from major housebuilders. These acquisitions established our client as one of the largest private providers of shared equity mortgages in the UK.
• Acting for Macquarie and certain other funders on a private revolving securitisation for a fund. This transaction involved funding which was provided to 2 group entities in different jurisdictions, financed with a complex VFN structure that also required cross-collateralisation. Our team did all the drafting work opposite one of the major US firms.

In addition, the experience of our team members includes:

• Acting for lead banks, issuers, originators, servicers and special servicers, ratings agencies and investors in 100+ RMBS securitisations (total value £40 billion+), 25+ credit card securitisations (total value £15 billion+), 30+ CMBS securitisations (total value £30 billion+), 30+ trade receivables and auto loan / lease securitisations (total value £20 billion+), as well as hundreds of warehouse financings.