Securitisation - Watson, Farley & Williams

Securitisation 

May 2007 

Watson, Farley & Williams

Contents 

Our approach.......................................................................................................................3 

Our services ........................................................................................................................4 

Our experience ....................................................................................................................5 

Our offices ...........................................................................................................................8

Our approach 

Watson, Farley & Williams is a leading international law firm with offices in major 

financial centres in Europe, Asia and the USA. We now operate in London, New 

York, Paris, Hamburg, Munich, Rome, Milan, Athens, Piraeus, Singapore and 

Bangkok. 

Our legal teams advise on English, French, German, Greek, Italian, Russian, New York, 

US federal and Thai law and we maintain active relationships with leading law firms in 

many other countries. 

Our strengths derive from our commitment to excellence and we are determined to 

maintain those standards as we expand. 

We advise on international finance, corporate and commercial matters, mergers and 

acquisitions, corporate finance, competition, taxation, dispute resolution, real estate and 

employment law. Industry sectors where we have particular expertise across the firm 

include shipping, aviation, energy, oil and gas, natural resources, private equity, real 

estate and information and communications technology. 

We are an energetic and enterprising legal practice committed to providing the highest 

possible levels of service. 

We believe in establishing and maintaining close working relationships with each of our 

clients and in taking time to understand their particular businesses and objectives. This 

approach enables us to assist our clients in achieving their goals. 

We combine commercial acumen with technical expertise to offer creative but practical 

solutions which facilitate our clients’ objectives. It is our aim to provide a service which 

exceeds our clients’ expectations. 

We strive to become the adviser of first choice to each of our clients in every area of 

expertise. 

3

Our services 

We act for arrangers, originators, investors and trustees in both domestic and cross-border 

transactions. We advise on a broad range of issues in relation to securitisation 

transactions including: 

• the origination and tailoring of assets to ensure that they are eligible for 

securitisation 

• the most efficient structures to achieve the required commercial objectives 

• legal, tax and regulatory requirements 

• the funding of securitisation vehicles through bank funding and securities issuance 

We have acted on securitisations involving a broad range of assets including: 

• debt securitisations 

• utilities receivables 

• seismic data 

• shipbuilding/newbuilding contract receivables 

• container lease receivables 

• modular building lease receivables 

• telecoms receivables 

4

Our experience 

• Advising Société Générale on a US$13m facility for Banco Nacionale de Cuba 

secured on tax receivables 

• Advising National Bulk Carriers, Inc. as co-owner in connection with the US$730m 

refinancing of a commercial office building in New York City and the subsequent 

securitisation of loans 

• Advising Trafigura Beheer B.V. as special English law counsel on the US$300m 

securitisation of oil sale receiveables, sponsored by Societe Generale 

• Advising a German wind farm operator on the securitisation of its wind farm 

revenues 

• Advising National Bulk Carriers, Inc. as co-owner in connection with the US$215m 

refinancing of a second commercial office building in New York City and the 

subsequent securitisation of loans 

• Advising the corporate trustee in a US$100m securitisation of a Brazilian paper 

and pulp manufacturer’s customer receivables and US$300m securitisation of a 

Brazilian steel manufacturer’s customer receivables 

• Advice in the early stages of a transaction, as to appropriate legal and financing 

structures, and advice regarding more specialised financing techniques, such as 

securitisations of trade receivables 

• Advising a French bank on pre-export financing, including securitisation structure, 

for cocoa exporters in the Ivory Coast 

• Advising a group of German project developers in relation to the sale of wind 

power plants 

• Advising a Mexican corporation in connection with a US$60m securitisation of 

trade receivables 

5

• Advising on the €2bn securitisation of commercial receivables for a French 

telecommunications operator 

• Advising a major Mexican maritime shipping, rail freight and trucking services 

company in the US$60m securitisation of its export receivables through a multiseller 

conduit arranged by the US branch of a Japanese bank 

• Advising a major US steel company in the US$90m securitisation of its export 

receivables through a multi-seller conduit arranged by a European bank 

• Advising the US and Cayman trustee in a US$50m securitisation of receivables of 

a major Mexican airline 

• Advising the indenture trustee and collection agent in a US$60m securitisation of 

credit card receivables of a major Chilean airline 

• Advising Chase Manhattan Trustees as the trustee, collection agent and lender 

agent in a US$200m securitisation of export receivables of a major Colombian 

coffee fund 

• Advising a major shipbuilder (the Originator), on what is thought to have been the 

first securitisation of newbuilding contract receivables, which provided a highly 

efficient method of financing work-in-progress on an off-balance-sheet basis. The 

transaction was funded by syndicated bank debt. We also advised the same 

shipbuilder in relation to a subsequent proposed securitisation 

• Advising the sponsor/originator in relation to the first securitisation of the payment 

obligations of a UK municipal authority. The transaction involved the securitisation 

of the revenues of a Birmingham waste to energy plant from Birmingham City 

Council. The transaction was funded by a euro sterling bond listed on the London 

Stock Exchange 

• Advising container operator companies (as Originators) on a number of 

securitisation transactions relating to container receivables, one of which was 

effected through a multi-seller conduit and was funded by commercial paper 

6

• Advising a French company owning and leasing containers and barges in a variety 

of securitisations of receivables, with a sale of the assets and the receivables to a 

Delaware trust financed in the US markets 

• Advising the arrangers on a securitisation of receivables of approximately €500m 

arising under two cruise ship newbuilding contracts. The transaction was funded 

by syndicated bank debt 

• Advising Petroleum Geo-Services, the multinational marine seismic company, on 

the US$240m securitisation of its multiclient seismic data library, one of the first 

securitisations of intellectual property rights outside the music industry 

• Advising the arranger and portfolio manager on a securitisation of high yield 

shipping bonds. The deal was funded by bank debt and an insurance wrap was 

used. The notes were rated by Moody’s 

• Advising a UK bank, as lessors of the property, on the securitisation of real estate 

assets at Canary Wharf, London 

In the transactions described above, we have acted for the arrangers, the originator, the 

trustee or the collection agent. In addition to these transactions, we have also acted for the 

receivables payer on a significant number of securitisations of receivables under ship 

newbuilding contracts. These transactions have all been funded by syndicated bank debt 

and provided the originators with an efficient and off-balance-sheet method of funding. 

7

Our offices 

London 

Watson, Farley & Williams LLP 

15 Appold Street 

London EC2A 2HB 

Tel: +44 (0) 20 7814 8000 

Fax: +44 (0) 20 7814 8141/8142 

New York 

Watson, Farley & Williams 

(New York) LLP 

100 Park Avenue 

New York 

New York 10017 

Tel: +1 212 922 2200 

Fax: +1 212 922 1512 

Paris 


150, avenue des Champs-Elysées 

75008 Paris 

Tel: +33 (0) 156 88 21 21 

Fax: +33 (0) 156 88 21 20 

Hamburg 


Am Kaiserkai 69 

20457 Hamburg 

Tel: +49 (0) 40 80 80 344 0 

Fax: +49 (0) 40 80 80 344 10 

Munich 


Kardinal-Faulhaber-Straße 10 

80333 München 

T: +49 (89) 237086 0 

F: +49 (89) 237086 222 

Rome 

Studio Legale Associato a 


Piazza Navona, 49 

2nd Floor int 2/3 

00186 - Rome 

Tel: +39 06 68 40 581 

Fax: +39 06 68 89 2717 

Milan 

Studio Legale Associato a Watson, Farley 

& Williams 

Via Santa Radegonda 11 

Milan 

Tel: +39 02 72 17 071 

Fax: +39 02 72 17 0720 

Athens 


Greek Branch 

6th Floor 

Neophytou Vamva 4 

Kolonaki 106 - 74 

Athens 

Tel: +30 21 0455 7300 

Fax: +30 210 7212 490 

Piraeus 


Greek Branch 

8 th Floor - Ionian Building 

Defteras Merarchias 2 

Piraeus 185 36 

Tel: +30 21 0455 7300 

Fax: +30 21 0459 4004 

Singapore 


16 Collyer Quay 

#12-02 Hitachi Tower 

Singapore 049318 

Tel: + 65 6 532 5335 

Fax: + 65 6 532 5454 

Bangkok 

Watson, Farley & Williams (Thailand) 

Limited 

Unit 902, 9th Floor, 

GPF Witthayu Tower B 

93/1 Wireless Road 

Patumwan, Bangkok 10330 

Tel: + 66 (0)2 665 7800 

Fax: + 66 (0)2 665 7888 

Watson, Farley & Williams Website 

www.wfw.com 

All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams LLP 

and/or its affiliated undertakings. Any reference to a 'partner' means a member of Watson, Farley & Williams 

LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing 

and qualification. 

8

Securitisation - Watson, Farley & Williams

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