The Taxation of Securitisation Companies Regulations 2006, introduced on 1 January 2007, allows UK-domiciled onshore companies to issue securitisations and be tax-competitive with offshore jurisdictions.
Addleshaws advised privately owned North West commercial property company Bruntwood, a longstanding client of the firm, on the onshore issue of a £440m commercial mortgage-backed securitisation (CMBS).
Addleshaws securitisation partner Mark Thomas, who led the Addleshaws team alongside corporate partner Michael Birchal, said: “Under English law this is the first time there has ever been a specific legislation for securitisation.
“Certainly a new transaction we’re working on will be an onshore issue, and I expect other deals coming to market to be the same, which was the intention of this new legislation.”
The CMBS was arranged by Royal Bank of Scotland (RBS), which was advised by A&O. A&O securitisation partner Christian Lambie led the RBS team.
The CMBS was issued on a £669m office portfolio held by Bruntwood and was completed in three months. “Being the first, there was certainly a lot of emphasis put on the tax opinion provided by the firm,” said Thomas.
Thomas added that Brunwood underwent a complex group restructuring ahead of the CMBS issue, which achieved “exceptionally good pricing”.