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The London office of Sidley Austin Brown & Wood has advised Morgan Stanley Real Estate Fund on a huge k1bn (£622.28m) securitisation in Italy. The firm advised the fund, for which it has acted on a number of deals in the past, on the securitisation of Italian non-performing loans. The team was led by London partner and co-head of the international finance practice Graham Penn, assisted by Andrew Bliss and Stephen Penketh. Clifford Chance advised Morgan Stanley & Co International as lead manager on the transaction, and HSBC USA as trustee on the deal. London partner John Woodhall led the deal, and Italian securitisation partners Alberto del Din and Paolo Oliviero were involved, both of whom are leaving Clifford Chance to join Slaughter and May's Italian best friend firm Bonelli Erede Pappalardo (The Lawyer, 19 November).
"Doing these type of transactions is now much easier with the introduction of the new 130 law" Graham Penn, Sidley Austin Brown & Wood
The deal involved the securitisation of about 19,000 loans made to Italian borrowers and was structured pursuant to the new Italian Securitisation Law 130. The law was introduced to simplify securitisations in the country and encourage the use of it as a financing technique. Penn said: "Doing these types of transactions in Italy is now much easier following the recent introduction of the new 130 Law. It provides a more efficient means of transferring the portfolio of assets to the special purpose vehicle. It also gives significant protection to the noteholders in terms of originator insolvency risk." The five tranches of bonds issued by the Italian special purpose issuer were listed on the Luxembourg Stock Exchange and were rated by Fitch, Moody's and Standard & Poor's. Italy is the largest European market for Sidley Austin outside London. The firm is the product of a merger between Chicago's Sidley & Austin and New York's Brown & Wood earlier in the year, resulting in a significant structured finance practice in London. Penn said: "We've been working on securitisation transactions in Italy since the early 1990s, when the first transactions were closed. Italy is one of the key European jurisdictions for our securitisation practice and that market has been particularly active over the past couple of years. I expect that to continue well into next year." The firm has referral relationships with a number of Italian domestic law firms, but on this deal the Clifford Chance Italian-qualified partners provided all the Italian law advice necessary. Most of the documentation was governed by English law. The London office's other Italian banking clients include Banca Commerciale Italiana, who it advised last year as originator on a synthetic collateralised loan obligation transaction involving a credit default swap. The e240m (£149.34m) bonds issued in the transaction by Scala 1, a Jersey vehicle, were listed on the Luxembourg Stock Exchange.