Structured Finance

NautaDutilh has set up the first securitisation in the Netherlands in 1996 and have since then maintained a position as undisputed market leader in securitisation transactions. Our track record includes transactions such as Arena, Aurorus, Bastion, Cartesian, Chagoi, Delphinus, DMPL, Dolphin, DRMP, Dutch MBS, Essence, Hypenn, Magoi, Ochiba, Orcinus, Lowland, Sinopel, Sound and SRMP, the first Dutch STS transaction transactions and many other similar transactions, including private warehouse transactions.

NautaDutilh has extensive expertise with the sale and transfer of larger and smaller portfolios of mortgage loans, consumer loans and other assets, both on the sell as the purchase side. Examples of transaction where we either completed the sale for the seller or acquired the portfolio for the bidder are, sales by a.s.r. to Achmea, a transfer of a large Athora loan portfolio, the DSB portfolio, the transfer of RNHB to Carval, a transfer of Obvion to Achmea, a transfer of Rabobank to SRLEV and numerous other smaller and larger transactions in the recent past.

NautaDutilh also frequently assists in pan-European factoring and similar programmes in which Dutch assets are part of a funding transaction for large European companies with branches in many jurisdictions, including the Netherlands, Belgium or Luxembourg. The Structured Finance team has extensive knowledge and dedication to provide the highest quality and efficiency.

NautaDutilh has in-depth-experience with Covered Bonds and set up the first covered bond programme in the Netherlands, the EUR 40,000,000,000 ABN AMRO Bank Covered Bonds Programme, and all Dutch conditional pass-through covered bond (CPTCB) programmes, including the international IFLR award winning NIBC CPTCB programme,and set up the large majority of the soft bullet covered bond (SBCB) programmes in the Netherlands including those of Achmea Bank, Aegon Bank, Rabobank, Nationale-Nederlanden Bank, NIBC Bank, de Volksbank and Van Lanschot Kempen. The team has assisted the Dutch Covered Bond Association with the European Covered Bond legislation and the Dutch implementation thereof.

NautaDutilh is a key player and has broad and extensive corporate and regulatory knowledge on the legal ESG and Taxonomy developments in the Netherlands and Europe and has worked on several sustainable features for financial clients and assisted in multiple issues of greed bonds. It has in-dept knowledge of Green Frameworks, the ICMA Green Principles and the EUR Green Bonds Standard.

Furthermore, NautaDutilh is an affiliate member of the Energy Efficient Mortgage HUB, which is an initiative of key stakeholders in the Dutch residential mortgage market for acceleration and adaptation of energy efficient housing. See also https://energyefficientmortgages.nl/.

NautaDutilh has a comprehensive history with implementing various (investor) initiatives which enable institutional investors to directly or indirectly invest in Dutch residential mortgage loans, buy-to-let loans and consumer loans as well as platforms providing for innovative ways of origination of such loans by alternative investors, such as 'Dynamic Credit BijBouwe', 'Elan Hypotheken', 'Venn Hypotheken', 'Lot Hypotheken', 'Iqwoon', 'Attens', 'ASR', 'Robuust Hypotheken', 'Dynamic Credit buy-to-let', 'MUNT Hypotheken', 'Oberon', 'HollandWoont', 'Vrij Leven Hypotheek', 'VISTA', 'Woonnu', 'Clarian Wonen', 'Build' and 'Achmea Centraal Beheer Leef Platform' and some non-public or pending others. In all these projects the team acted as structuring partner and drafting counsel.

The team also assisted with the first take outs in the Netherlands by tailoring OTD- platforms for (STS) (warehouse) securitsations and covered bonds, including the Cartesian programme and the Bastion transactions.

Next to being drafting counsel to all our international and domestic clients within the financial sector in bilateral, non-disclosed portfolio transfers and whole loan investment mandates.

Recent public highlights of our Structured Finance team:

• Assisting ASR Levensverzekering N.V. as drafting counsel with the set-up of its securitisation transactions (Delphinus 2023-I and Orcinus 2023). These transaction marked the first securitisations of ASR Levensverzekering N.V. since a decade and envisages to set a new funding programme.
• At the request of Achmea Bank N.V., NautaDutilh designed the innovative, creative and practical structure that made it possible to transfer the CPT Covered Bonds outstanding under Achmea Bank's conditional pass-through covered bond programme to Achmea Bank's soft bullet covered bond programme in a cost-efficient and secure way that took the interests of all stakeholders (including, in addition to Achmea Bank, the covered bondholders under both programmes) into account, by means of a consent solicitation.
• Assisting DMFCO and DMF Investment Management with their collaboration on, and the aim to invest EUR 1,5 billion residential in, mortgages granted by MUNT Hypotheken with Achmea Bank, in its turn assisted by another sub-team within our Structured Finance team.
• Assisting a Dutch telecom provider in setting its first Dutch STS securitisation of Dutch mobile phone loan receivables.
• Assisting Nationale-Nederlanden Bank N.V. with their first and second Green Covered Bond issuance.
• Assisting Rabobank with its first Green Covered Bond issuance.
• Assisting Qander Consumer Finance with the fully STS compliant Aurorus 2023 securitisation transaction, backed by consumer loan receivables arising from fixed rate amortising loans fixed rate revolving loans and floating rate amortising loans, including credit card loans, the proceeds of which were used, amongst others, to refinance the previous Aurorus 2020 transaction. This transaction was the third public deal of Aurorus and it strengthens its position as independent consumer credit provider in the Netherlands.
• Assisting a Buy Now Pay Later provider with the set-up of an international forward flow facility under which it transfers receivables under the BNPL products on a daily basis.
• Assisting MeDirect Bank SA/NV with the set-up of its third securitisation transaction (Bastion 2022-1 NHG), a fully STS compliant securitisation with mortgage receivables originated under a Dutch whole loan platform.
• Assisting a large industrial company with the set-up of its first STS ABCP securitisation transaction backed by trade receivables.
• Setting-up the Van Lanschot Kempen's Soft Bullet Covered Bond Programme and its retained Covered Bond Programme
• Assisting Triodos Bank with its retained RMBS transaction (Sinopel) and the increase thereof.
• Assisting a large Dutch insurance company with the sale of its mortgage loan portfolio.
• Assisting Achmea Bank and ASR in the cooperation whereby Achmea Bank will purchase mortgage receivables from ASR up to EUR 1 billion.
• Assisting NIBC Bank in the purchase of the EUR 1.5 billion mortgage loan portfolio of Fingus (also known as the DSB portfolio).

• "NautaDutilh delivers high-quality work and everything they do is state-of-the-art. The advice is really to the point and pragmatic, and tailored to what we actually need."
  Chambers Europe | 2023
• "NautaDutilh has a standout reputation for its structured finance work in the Benelux region, and plays an equally significant role in pan-European transactions. With Arjan Scheltema and Michaëla Ulrici at the helm, the experienced team is sought after for its advice on all aspects of structured finance. Ulrici is known for advising on whole loan platforms, encouraging investment in Dutch residential mortgage loans, as well as buy-to-let and consumer loans. Securitisation transactions are a particular strong point, and the team also actively assists clients with the implementation of the Securitisation Regulation. On the other hand, Scheltema is praised for his work in relation to covered bonds. Recently, he advised the Dutch Covered Bond Association in connection with the new European and Dutch legislation on covered bonds implemented in July 2022. Liza Gerritsen and Reinier Dommerholt are also names to note."
  Legal500 | 2023
• "The firm is an absolute market leader in the Netherlands in mortgage portfolio finance, structured finance and covered bond transactions."
  Legal500 | 2023
• "Strong flexibility to meet client demands. Excellent availability and knowledge of specific fields of law. Pleasant people to work with."
  Legal500 | 2023
• "Very skilled team with rich experience in legal, regulatory and commercial issues that are relevant to such transactions."
  Legal500 | 2023
• "Highly qualified team that is up to date with new legal developments. Extensive knowledge covering a broad range of legal disciplines, with valuable cooperation between internal legal and notarial departments."
  Legal500 | 2023