NautaDutilh advises Venn Partners on a recent acquisition, financing and securitisation transaction
On 24 February 2014, our client Venn Partners LLP announced their move into the Dutch mortgage market by acquiring three subsidiaries of Banque Artesia Nederland N.V. NautaDutilh assisted Venn with the acquisition of these subsidiaries, a take-out of the portfolio and the financing. In addition, NautaDutilh assists Venn with the contemplated refinancing by means of its first securitisation transaction.
Venn Partners LLP, a London based investment management firm, moved into the Dutch mortgage market by the recent acquisition by Ember VRM S.à r.l., an entity established by Venn, of the shares in the capital of three originators previously owned by Banque Artesia Nederland N.V. (a subsidiary from General Electric Capital Corporation) and the subsequent sale and assignment of (close to all of) the nearly EUR 500m portfolio of Dutch residential mortgage receivables previously owned by such originators to a securitisation vehicle established for the sole purpose of acquiring the portfolio. The acquisition by Ember of the shares as well as the subsequent sale and assignment of the portfolio of mortgage receivables to the securitisation vehicle is financed by a combination of senior financing and financing (equity and a subordinated loan) from VSK Holdings Ltd., a company owned and financed by Venn and its co-investor partners. NautaDutilh assisted Venn with the acquisition of the shares and the take-out of the portfolio.
This week, Venn also announced the contemplated refinancing of the acquisition by the securitisation vehicle of the portfolio of mortgage receivables, by means of a securitisation transaction and the issuance of residential mortgage backed notes to the public, which will be listed on the Irish Stock Exchange. The deal is expected to close in the near future. The NautaDutilh securitisation team is acting as transaction counsel to Venn.
The acquisition by Ember of the shares in the three originators, the take-out and the subsequent securitisation transaction is an interesting development for the Dutch mortgage market showing that this market is not only attractive to banks but to other potential investors as well. In addition, the recent activities by Venn demonstrate an excellent combination of an acquisition, take out and a securitisation, a combination which we expect to see more often in the near future.
Venn is advised by, inter alia, Michaëla Ulrici, Arjan Scheltema, Nico Blom, Lieke van der Velden, Jean-Marc Groelly, Mark Mouthaan, Lonneke van Moorselaar, Rosemarijn Labeur, Liza Gerritsen, Marijke Kuilman, Philippine van Leeuwen, Nicolas Bonora, Sophie Rezki and Freek Veldhoen.
Various media payed attention to these activities, including:
- The Financial Times: Venn moves into the Dutch mortgage market
- Het Financieele Dagblad: Nieuwe partij op de hypotheekmarkt (Dutch only)
- BNR: Consument profiteert van openbreken hypotheekmarkt (Dutch only)