CC, Linklaters on first CLO of PFI loans for Depfa Bank

Clifford Chance and Linklaters have worked on the £391.7m collateralised loan obligation (CLO) of PFI loans – the first ever synthetic risk transfer within that asset class, which will boost the growing secondary PFI market.

The securitisation comprises 24 PFI loans made by Depfa Bank across a number of sectors, including schools, hospitals, roads, police stations and court buildings.

Clifford Chance partner Peter Voisey and German-qualified associate Florian Wagner advised Depfa on the deal, along with A&L Goodbody partner Ciaran Rogers in Dublin. Wagner, a Frankfurt associate currently on secondment to the London securitisation group, said: “It’s unique in the UK because of the underlying assets.”

The fund has been named Essential Public Infrastructure Capital (EPIC) and has been sponsored by German state bank KfW, which meant that the governing law was changed from English to German early on.

Arranger Merrill Lynch was advised by Linklaters Oppenhoff & Rädler Frank-furt partner Kurt Dittrich.

Depfa has transferred the major part of the credit risk on the loans by a credit default swap with KfW, which will then pass that risk on to a number of banks and institutional investors.

Synthetic deals have been popular in Germany in recent times, partly because of issues relating to the assignment of loans under German law. KfW has done a series of similar deals under two of its own branded programmes; the Promise platform for residential mortgages and the Provide platform for small and medium-sized enterprise company loans.