Sidley scores Morgan Stanley hat trick

The London office of Sidley Austin Brown & Wood has pulled off a hat trick of commercial mortgage-backed securitisations for longstanding client Morgan Stanley International.
The deals are the fifth, sixth and seventh securitisations of this kind done by Morgan Stanley, and Sidley Austin has worked on all but one of them. The firm won the work on the second deal from Allen & Overy, which handled the first deal, and has been advising ever since.
All three deals were led by London partner Graham Penn, with partners Graeme Harrower on tax, Robert Asher on US law and Julian Goodman on property.
The combined value of the deals was more than £1.3bn of secured floating rate notes made by three special purpose vehicles – European Loan Conduit Number 5, Number 6 and Number 7.

“Because of the size of the loans, you don&#39t need very many loans to make an appropriate size for an issue”
Graham Penn, Sidley Austin

All three were listed on the Irish Stock Exchange and all were structured for offering in the US through a Rule 144a listing.
Penn said: “We've acted for Morgan Stanley for years and this particular team is a group that we do a lot of work for.”
The securitisations involved a varying number of loans and were secured on a wide variety of commercial and retail real estate assets. Number 5 was secured against assets including the Trocadero Centre in London, Number 6 included Cutlers Garden Estate and Number 7 included Mayfair Place in London.
Other real estate assets involved in the three deals included industrial estates in Wigan and Wales, and public houses in Stoke and Banbury.
Penn said: “Because the size of the loans are all tens of millions, you don't need very many loans to make an appropriate size for an issue.”
Sidley Austin called in A&L Goodbody to help out on Irish law aspects of the deal and Tods Murray to advise on Scottish law. Sidley Austin partner Robin Parsons advised JP Morgan Trustee and Depositary Company, the trustee of the notes issue. Denton Wilde Sapte advised the originators.
Morgan Stanley has led the way in Europe in the development of the US investment banking practice of making loans to commercial property owners with the specific plan of securitising them.