Slaughter and May advised NewDay Cards - Credit Card Master Trust and Secondary Funding Facility Variable Funding Notes20 Dec 2017
Slaughter and May advised NewDay Cards Ltd (NewDay Cards) and its affiliates in relation to an expansion of the variable funding note (VFN) capacity under its two public master trust securitisation structures (the Master Trusts) and under its two secondary funding facilities (SFFs).
The expansion of the VFN capacity of the Master Trusts involved the refinancing and replacement of each of the existing series of VFNs with a new series of VFNs. The expansion of the VFN capacity of the SFFs involved the amendment and restatement of each of the existing VFNs issued under those structures. The new and amended VFNs contain a number of highly innovative features, including the ability to extend maturity dates and vary VFNs commercial terms more easily and with individual holders of the VFNs.
The VFNs are all ultimately backed by income from a portfolio of credit card (and, in the case of the “co-brand” Master Trust, store card and instalment credit) receivables originated by NewDay Ltd. NewDay Cards has been appointed as servicer in respect of such portfolios. Legal title to the receivables within the portfolios remains with NewDay Ltd, which is an authorised payment institution and a wholly-owned subsidiary of NewDay Cards.
The new VFNs issued under each of the Master Trusts have been listed on The International Stock Exchange and the amended VFNs issued under each of the SFFs remain listed on The Cayman Islands Stock Exchange.
Clifford Chance LLP provided English law advice to the holders of the VFNs. Carey Olsen provided Jersey law advice to certain special purpose entities in the Master Trusts.
Financing: Richard Jones (partner), Adrian Wilkes (associate), Tyson Reid (associate); Tax: Gareth Miles (partner), Homyar Pahlan (associate); Financial Regulation: Ben Kingsley (partner); Kristina Locmele (associate)
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