Stibbe and Freshfields in Vesteda securitisation

Herbert Smith's Dutch best friend Stibbe and Freshfields Bruckhaus Deringer have helped complete the Netherlands' largest ever securitisation, property company Vesteda's e1.4bn (£880.3m) Eurobond issue. Stibbe represented Vesteda and Freshfields' Amsterdam office advised Deutsche Bank, the lead manager of the transaction.
Vesteda is the largest Dutch real estate mutual fund. Stibbe helped it to choose Deutsche from a beauty parade of 11 banks. Deutsche already had Freshfields lined up, so Stibbe effectively gifted the City firm the deal.
Stibbe partner Martin In de Braekt said: “We helped Vesteda choose Deutsche. Its choice of Freshfields was already identified by the time of the beauty parade.”
Stibbe was involved in choosing the bank because, as a first-time bond issuer, Vesteda needed its law firm to assess the flexibility of the securitisation packages of each financial institution.
The package chosen is unusual for a real estate securitisation, In de Braekt added. Vesteda put up 38,000 rental properties as security. Until recently, real estate-based securitisations have been mortgage-backed, but this package involved a pledge of the shares in the companies that own the properties, which are part of the Vesteda mutual fund. Mortgages will only be offered in case of default.
The securitisation was given an AAA rating by Standard & Poor's, largely because of the positive features of Vesteda's property portfolio, which benefits from a good spread of properties over the Netherlands; also, the properties are at the high end of the rental market.
Freshfields Amsterdam partner Pieter van Welzen advised Deutsche, while Stibbe partner Maarten de Bruin worked with In de Braekt advising Vesteda.
Stibbe is part of a three-way alliance with Herbert Smith and Gleiss, which were also used. The documents were almost entirely in Dutch, but some aspects required UK law, which Herbert Smith partners Jane Borrows and Dina Albagli advised on. Gleiss partner Vanessa Bayliss advised on German law.