Slaughter and May advised Newday on the issuance of £317,300,000 of sterling notes and loan notes under Newday’s Master Issuer Asset-Backed Notes Programme
Slaughter and May advised NewDay Cards Ltd (NewDay) and its affiliates in relation to an issuance under NewDay’s master issuer asset-backed notes programme within NewDay’s existing Direct to Consumer (D2C) master trust structure.
The transaction involved the issuance of a £189,712,000 Series 2022-2 Floating Rate Asset Backed Class A Loan Note (the Series 2022-2 Class A Loan Note) by NewDay Funding Loan Note Issuer Limited (the Loan Note Issuer) directly to a third party investor and the issuance of more junior classes of Series 2022-2 Floating Rate Asset Backed Loan Notes by the Loan Note Issuer to NewDay Funding Master Issuer plc (the Master Issuer), with such junior classes of Loan Notes backing the issuance of £127,588,000 of Series 2022-2 Floating Rate Asset Backed Notes (the Series 2022-2 Notes) by the Master Issuer. The Series 2022-2 Class A Loan Note and the Series 2022-2 Notes use compounded daily SONIA as the reference rate.
The Series 2022-2 Class A Loan Note and the Series 2022-2 Notes are ultimately backed by income from a portfolio of credit card receivables beneficially owned by NewDay Funding Receivables Trustee Ltd (the Receivables Trustee).
The Series 2022-2 Class A Loan Note is unlisted (and has been rated AAsf/AA(sf)). The Series 2022-2 Notes have been listed on the London Stock Exchange and comprise £39,746,000 Class C Notes (rated Asf/A(low)(sf)), £44,088,000 Class D Notes (rated BBBsf/BBB(low)(sf)), £27,054,000 Class E Notes (rated BBsf/BB(low)(sf)) and £16,700,000 Class F Notes (rated B+sf/B(sf)). The Class C and Class D Notes were privately placed, whilst the Class E and Class F Notes were retained by NewDay Funding Transferor Ltd, an affiliate of NewDay.
Under the securitisation structure, the Receivables Trustee has appointed NewDay as servicer in respect of the portfolio. Legal title to the receivables within the portfolio remains with NewDay Ltd, which is an authorised payment institution and a wholly-owned subsidiary of NewDay.
The issuance was arranged by Citigroup and Société Générale. BNP Paribas, Citigroup, HSBC and Société Générale acted as joint lead managers.
Morgan, Lewis & Bockius UK LLP provided US law advice to NewDay and its affiliates.
Clifford Chance provided English and US law advice to the joint lead managers and the arrangers.