Slaughter and May advised NewDay on the establishment of a new master issuer asset-backed notes programme and the first issuance of £331,450,000 of sterling notes under the programme
Slaughter and May advised NewDay Cards Ltd (NewDay) and its affiliates in relation to the establishment of a new master issuer asset-backed notes programme within NewDay's existing Merchant Offering (MO) master trust structure and the first issuance of a series of notes under the new programme. The master issuer structure streamlines NewDay’s route to market by providing a single base prospectus under which note series can be offered with a variety of innovative features. The structure also allows NewDay flexibility as to the currency of notes issued under the programme and a choice as to the interest rate benchmark applicable to floating rate notes (including a full range of risk-free rate options).
The first issuance of notes under the programme comprised £331,450,000 of Series 2023-1 Asset Backed Floating Rate Notes (the Series 2023-1 Notes) issued by NewDay Partnership Master Issuer plc (the Issuer). The Series 2023-1 Notes use compounded daily SONIA as the reference rate.
The Series 2023-1 Notes are ultimately backed by income from a portfolio of consumer credit card, store card and instalment credit receivables beneficially owned by NewDay Partnership Receivables Trustee Ltd (the Receivables Trustee).
The Series 2023-1 Notes have been listed on the London Stock Exchange and comprise £243,950,000 Class A Notes (rated AAAsf/AAA(sf)), £41,650,000 Class B Notes (rated AAsf/AA(low)(sf)), £23,800,000 Class C Notes (rated Asf/A(low)(sf)) and £22,050,000 Class D Notes (rated BBBsf/BBB(low)(sf)). The ratings are delivered by Fitch and DBRS respectively. The Series 2023-1 Notes were all publicly issued.
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 Banco Santander, S.A. and Citigroup Global Markets Limited. Banco Santander, S.A., Citigroup Global Markets Limited, Merrill Lynch International, NatWest Markets plc and SMBC Nikko Capital Markets Limited acted as joint lead managers.
Morgan, Lewis & Bockius 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.