Prashanth advises on asset-backed finance techniques in the private or alternative credit, public bond, loan or commercial paper markets across banks (FIG), real estate, consumer finance, infrastructure and renewables and insurance sectors.
He also advises new entrants in the non-bank loan origination sector in Europe ranging from debt funds with large cornerstone investors to start-up consumer finance companies or lending platforms looking to target funding gaps in the market (platform establishment, fund raising and working capital finance, loan-on-loan warehouse facilities, portfolio purchases and structured credit plays to win auction bids).
Prashanth is also heavily involved in the housing and social infrastructure sector.
Expertise
- Structured debt and capital market transactions.
- International asset securitisation across a variety of asset classes
- Asset-backed finance
- Residential Housing and PRS/BTR
- Equity release mortgages/home reversion assets
- Vehicle and equipment leasing
- Commercial real estate
- Consumer finance
- Projects and Infrastructure
- Alternative credit
Experience
Residential Properties, Affordable Housing and PRS
- Advised The UK Ministry of Housing, Communities and Local Government (MHCLG) on the establishment of the Affordable Housing Guarantee Scheme 2021 to guarantee up to £3bn in bonds to be issued for the development of affordable housing, with the potential for a further £3bn in bonds.
- Advised TradeRisks as arranger on various long-term social housing-backed bonds including to fund Stonewater Housing Association, The Church of England Pensions Board and Yarlington Housing Association.
- Advised Residential Secure Income plc (a REIT) on a variety of private long-term financings from banks or insurers secured against affordable housing and supporting living portfolios of properties.
- Advised Gresham House REIT on a programme for residential property development and financing.
- Advised Patron Capital Advisers LLP on the acquisition and financing of the Grainger Retirement Solutions business, consisting of a portfolio of over 3,500 ‘Home Reversion’ equity release assets and an asset management platform.
- Advised Patron Capital, via Retirement Bridge Group, on the acquisition and financing of the Sovereign Reversions portfolio from Lone Star.
- Advised Homes England and Ministry for Housing, Local Communities and Government (MHCLG) on the government’s £3.5bn private rented sector (PRS) housing guarantee scheme and bond fundings.
- Advised on a £175m bond funding to RP London and Quadrant (L&Q) in order to facilitate their planned building of 16,000 homes for PRS.
- Advised on a £265m bond issue to Tipi Properties, Quintain’s PRS business, for the refinancing of two PRS blocks in Wembley.
- Advised on a £88.7m bond in order to make loans secured on PRS assets owned by funds managed by Essential Living and Invesco Real Estate.
- Advised on a £82.5m bond in order to make a loan secured on PRS assets owned by Realstar European Capital II LP (to finance a 46-storey residential tower in Elephant and Castle).
- Advised HCA and MHCLG on amendments to the capital raising and intercreditor documents relating to the Affordable Housing Guarantee programme pursuant to which Affordable Housing Finance plc (a bond issuing SPV) issues bonds to the capital markets and borrows debt from the EIB, in each case backed by a guarantee from MHCLG, the proceeds of which are on-lent to approved borrowers (namely, housing associations).
- Advised on a £75m bond financing of funds managed by BlackRock collateralised by social housing properties owned by GreenSquare Group Limited.
New Lending Platforms
- Advised Pluto Partners as originator and asset manager on a number of new SME development and bridging loan platforms funded by private equity funds and leveraged using bank debt.
- Advised KSEYE as originator and asset manager on a forward flow financing of SME development and bridging loans to be funded by a US investment bank.
- Advised Puma Property Finance (part of the Shore Capital group) as originator and asset manager on a forward flow financing of SME development and bridging loans to be funded by a US PE fund.
- Advised Bluestone Mortgages on its entry into the UK on new residential mortgage loan origination activity in the context of (i) drafting new UK mortgage lending documentation for a variety of new residential mortgage products (including in terms of UK consumer regulatory oversight and input and also in terms of being securitisation compliant) and (ii) their inaugural warehouse facility to fund new originations from Macquarie (using an origination and purchase agreement and servicing agreement between a Bluestone subsidiary and SPV).
Residential Mortgage Loans and Consumer Finance
- Advised Creation Consumer Finance Limited (BNP Paribas Personal Finance UK), in its capacity as Seller/Originator and Servicer, on its inaugural £600m LaSer ABS 2017 securitisation.
- Advised on a portfolio sales of retail books including a consortium comprising Blackstone Tactical Opportunities Fund (Blackstone), TPG Special Situations Fund (TPG) and CarVal Investors on the acquisition and financing (through two separate vertically tranched bridge facilities) of GE Money’s UK and Florida residential mortgage portfolio, whose principal amount outstanding (face value) was approximately £3.8bn.
- Advised Startline Motor Finance (a subsidiary of the Baupost fund) on warehouse facilities growing their “near prime” autoloans business from a seed portfolio to over £325m, including obtaining investment grade ratings for the same.
- Advised Tesco Bank on access to the Bank of England’s Discount Window Facility collateralised by their UK residential mortgage loan book.
Commercial Real Estate / CMBS
- Advised CarVal on the financing of a non-performing loan purchase from FMS Wertmanagement (German state-owned bad bank set up in 2010 to take on the distressed exposure of, amongst others, Hypo Real Estate). The NPL was secured against a 312-property retail portfolio which was geographically spread across the UK (which in turn was the subject of a prior sale and leaseback by Boots in 2005), which were also acquired as part of the purchase. The purchase was financed through the issuance by a Luxembourg SPV of senior, mezzanine and junior notes. The senior CMBS notes were subscribed by an asset-backed commercial paper conduit.
- Advised Aviva on finance aspects of its sale of a JV equity interest in a portfolio of Sainsbury’s stores embedded in two sale and leaseback securitisations to Supermarket REIT.
- Advised Canary Wharf Group on its Canary Wharf Finance plc and Canary Wharf Finance II plc real estate securitisation programmes including the possibility of placing the assets into a UK REIT or Jersey property unit trust, a restructuring of their securitisation programmes and bond tender offer in respect thereof.
- Advised Citigroup as arranger on the first pan-European securitisation of self-storage properties owned and operated by Shurgard Self Storage SCA and its subsidiaries in Belgium, France, The Netherlands, England & Wales, Sweden and Denmark.
- Advised HVB on the securitisation of its London branch CRE loan book (Lombard Securities No.1 plc) – the first UK CMBS not to cash collateralise unfunded loan participations.
- Advised distressed debt investors (such as such as Chenavari, Longbow, LoneStar, LCM and Goldman Sachs) on asset-backed bond or loan investments across a range of asset classes including distressed CMBS.
- Advised Capita Asset Services (as servicer) on the work-out/refinancing of Centaurus (Eclipse 2005-3) German multi-family backed debt.
- Advised Chenavari on the restructuring of mezzanine debt collateralised by a German shopping centre.
- Advised LRC on a loan-on-loan financing and capex facility collateralised by a London mixed-use property where the occupational leases were expiring.
Operating Assets and Vehicle Leasing
- Advised RBS and Citigroup as joint lead managers on the £1.65bn and US$418.75m securitisation of a portfolio of managed pubs, bars and restaurants owned by Mitchells & Butlers plc and its group of companies and subsequent tap issuance.
- Advised Hertz on the inaugural term securitisation of its vehicle rental fleet in France, Germany, Italy, Spain, The Netherlands and Australia and refinancings thereunder – the first time in Europe that public investment grade ratings have been achieved for a vehicle rental securitisation (with the US market prior to that being principally reliant on monoline insurer guarantees).
- Advised HSBC on the AAA rated securitisation of truck leases and the residual value of trucks in the UK operated by a leading German truck manufacturer.
- Advised The Royal Bank of Scotland plc and JP Morgan on the securitisation of the vehicle leasing business of Leaseplan UK (Bumper 3 Finance plc) and Leaseplan UK on a subsequent securitisation of a new book (Bumper 5 (UK) Finance plc).
- Advised Clayton Dubilier & Rice on an asset-based facility as part of a EUR 2.1bn acquisition financing of a French electrical engineering and maintenance company funded by a combination of a senior term loan, high yield bond and ABCP securitisation.
Project Bonds
- Advised The Department of Transport (DfT) – in its capacity as the sole shareholder of CTRL Section 1 Finance plc, the issuer – in relation to amendments to a £1.25bn securitisation issued in 2003.
- Advised Amber Infrastructure consortium on structuring their successful bid to finance the £2.4bn Department for Education procured ‘Priority Schools Building Programme’ using a unique financing “Aggregator” platform to fund various UK school PFI projects around the UK over an 18-month procurement period using rated structured finance techniques to secure long-term institutional investor debt.
- Advised FHW Dalmore and Investec on the first publicly listed, unwrapped and tranched capital markets product (since the financial crisis) to finance a UK social housing project (FHW Dalmore (Salford Pendleton Housing) plc).
- Advised Hadrian’s Wall Capital on funding proposals for UK OFTOs, hospitals and ports (in the context of their model of originating senior loans to infrastructure projects where the senior portion is rated and securitised into the capital markets, with the mezzanine portion being retained by the Aviva Investors Hadrian Capital Fund I).
- Advised a Japanese bank on term sheets for syndicated lending in the European Infrastructure sector with institutional investors as co-investors.
Bridge to Securitisation Refinancing
- Advised Citibank on the bridge financing of self-storage properties owned and operated by Shurgard Self Storage SCA and its subsidiaries in Belgium, France, The Netherlands, England & Wales, Sweden and Denmark.
- Advised The Royal Bank of Scotland plc on their accession to a pan European bank financing of Europcar’s vehicle rental fleet in France, Germany, Spain and Italy.
- Advised Canary Wharf Group on the real estate financing of 20 Canada Square (the London headquarters of Standard & Poor’s).
- Advised UBS on hybrid financing structures for real estate investors pursuing trophy assets in the UK.
Insurance
- Advised a UK infrastructure fund manager and a US family-run fund on a bid to acquire MBIA UK in a competitive auction process.
- Advised a large UK life insurer on the embedded value securitisation of its UK life insurance policies (aborted).
- Advised a PE fund on the acquisition financing of a closed portfolio of UK life insurance policies in the context of a (failed) bid.
- Advising a US bank on the financing of US originated life settlement policies (longevity risk).
Bonds/Debt Capital Markets
- Advised Playtech plc, a leading technology company in the gambling and financial trading industries, on their inaugural high-yield Eurobond issuance of €530m 3.750 per cent. senior secured notes due 2023.
- Advised Playtech plc in connection with issuance of €350m 4.250 per cent Senior Secured Notes due 2026.
- Advised Emerson Electric Co., an American Fortune500 company specialising in manufacturing products and providing engineering services for a wide range of industrial, commercial and consumer markets, in connection with the EU aspects of the issue of an SEC-registered €500m 0.375% notes due 2024.
- Advised Playtika Holding Corp and its UK subsidiaries on English law aspects on a Eurobond issuance by Playtika Holding Corp. of $600m 4.250% due 2029 bonds, guaranteed by various subsidiaries.
- Advised Canary Wharf Group on its multi-billion-pound Canary Wharf Finance plc and Canary Wharf Finance II plc bond programmes (listed with the London stock exchange) including a restructuring of their bond programmes and bond tender offer in respect thereof.
- Advised Time & Life S.A. (the parent company of WRM Reinsurance AG, a Swiss reinsurance company) on the establishment of its EUR 250m Global EMTN programme and issuances thereunder.
- Advised MBH Corporation plc, a global agglomerate of SMEs, in the establishment of a £50m MTN programme on the Global Exchange Market of Euronext Dublin. BCLP acted as drafting counsel to the issuer in drafting the base prospectus and all bond documents.
- Advised TAURON Polska Energia S.A., a parent company of a vertically integrated Polish energy group, on its ongoing disclosure and reporting obligations arising in respect of the €500m 2.375 per cent notes due July 2027 which are listed on the London Stock Exchange.
- Advised Pantheon Resources plc on issuance of privately placed US$55m convertible bonds to be used (together with a concurrent equity fundraise on AIM) for oil testing and drilling activities.
Charities & Not for Profit
- Advising charities as borrowers in respect of bonds issued under the Retail Charity Bonds programme.
- Advised the UK Ministry of Housing, Communities and Local Government (MHCLG) on the establishment of the Affordable Housing Guarantee Scheme 2021 to guarantee up to £3bn in bonds to be issued for the development of affordable housing, with the potential for a further £3bn in bonds.
- Advised TradeRisks as arranger on various long-term social housing-backed bonds including to fund Stonewater Housing Association, The Church of England Pensions Board and Yarlington Housing Association.
- Advised on a £175m bond funding to RP London and Quadrant (L&Q) in order to facilitate their planned building of 16,000 homes for PRS.
- Advised HCA and MHCLG on amendments to the capital raising and intercreditor documents relating to the Affordable Housing Guarantee programme pursuant to which Affordable Housing Finance plc (a bond issuing SPV) issues bonds to the capital markets and borrows debt from the EIB, in each case backed by a guarantee from MHCLG, the proceeds of which are on-lent to approved borrowers (namely, housing associations).
High-Net-Worth Family Office
- Advised a high-net-worth individual on the purchase and structured financing of a social housing portfolio.
- Advised a high-net-worth individual on the private sale and leaseback financing of a UK care home portfolio.
- Advised a high-net-worth individual on a loan-on-loan financing and capex facility collateralised by a Royal Mint Court (a London mixed-use property) where the occupational leases were expiring.
- Advised Pluto Partners as originator and asset manager on a number of new SME development and bridging loan platforms funded by private equity funds and leveraged using bank debt.
- Advised KSEYE as originator and asset manager on a forward flow financing of SME development and bridging loans to be funded by a US investment bank.
Property Development
- Advised the UK Ministry of Housing, Communities and Local Government (MHCLG) on the establishment of the Affordable Housing Guarantee Scheme 2021 to guarantee up to £3bn in bonds to be issued for the development of affordable housing, with the potential for a further £3bn in bonds.
- Advised Gresham House REIT on a programme for residential property development and financing.
- Advised on a £175m bond funding to RP London and Quadrant (L&Q) in order to facilitate their planned building of 16,000 homes for PRS.
- Advised on a £265m bond issue to Tipi Properties, Quintain’s PRS business, for the refinancing of two PRS blocks in Wembley.
- Advised on a £88.7m bond in order to make loans secured on PRS assets owned by funds managed by Essential Living and Invesco Real Estate.
- Advised on a £82.5m bond in order to make a loan secured on PRS assets owned by Realstar European Capital II LP (to finance a 46-storey residential tower in Elephant and Castle).
- Advised Canary Wharf Group on the real estate financing of 20 Canada Square (the London headquarters of Standard & Poor’s).
- Advised FHW Dalmore and Investec on the first publicly listed, unwrapped and tranched capital markets product (since the financial crisis) to finance a UK social housing project (FHW Dalmore (Salford Pendleton Housing) plc).
Financial Services
- Advised Bluestone Mortgages on its entry into the UK on new residential mortgage loan origination activity in the context of (i) drafting new UK mortgage lending documentation for a variety of new residential mortgage products (including in terms of UK consumer regulatory oversight and input and also in terms of being securitisation compliant) and (ii) their inaugural warehouse facility to fund new originations from Macquarie (using a origination and purchase agreement and servicing agreement between a Bluestone subsidiary and SPV)
- Advised Creation Consumer Finance Limited (BNP Paribas Personal Finance UK), in its capacity as Seller/Originator and Servicer, on its inaugural £600m LaSer ABS 2017 securitisation.
- Advised on a portfolio sales of retail books including a consortium comprising Blackstone Tactical Opportunities Fund (Blackstone), TPG Special Situations Fund (TPG) and CarVal Investors on the acquisition and financing (through two separate vertically tranched bridge facilities) of GE Money’s UK and Florida residential mortgage portfolio, whose principal amount outstanding (face value) was approximately £3.8bn.
- Advised Startline Motor Finance (a subsidiary of the Baupost fund) on warehouse facilities growing their “near prime” autoloans business from a seed portfolio to over £325m, including obtaining investment grade ratings for the same.
- Advised Tesco Bank on access to the Bank of England’s Discount Window Facility collateralised by their UK residential mortgage loan book.
Germany
- Advised CarVal on the financing of a non-performing loan (NPL) purchase from FMS Wertmanagement (German state-owned bad bank set up in 2010 to take on the distressed exposure of, amongst others, Hypo Real Estate). The NPL was secured against a 312-property retail portfolio which was geographically spread across the UK (which in turn was the subject of a prior sale and leaseback by Boots in 2005), which were also acquired as part of the purchase. The purchase was financed through the issuance by a Luxembourg SPV of senior, mezzanine and junior notes. The senior CMBS notes were subscribed by an asset-backed commercial paper conduit.
- Advised Capita Asset Services (as servicer) on the work-out/refinancing of Centaurus (Eclipse 2005-3) German multi-family backed debt.
- Advised Chenavari on the restructuring of mezzanine debt collateralised by a German shopping centre.
- Advised Hertz on the inaugural term securitisation of its vehicle rental fleet in France, Germany, Italy, Spain, The Netherlands and Australia and refinancings thereunder – the first time in Europe that public investment grade ratings have been achieved for a vehicle rental securitisation (with the US market prior to that being principally reliant on monoline insurer guarantees).
- Advised HSBC on the AAA rated securitisation of truck leases and the residual value of trucks in the UK operated by a leading German truck manufacturer.
- Advised The Royal Bank of Scotland plc on their accession to a pan European bank financing of Europcar’s vehicle rental fleet in France, Germany, Spain and Italy.
Recognition
Recognised as a “Notable Practitioner” by IFLR 1000 Financial and Corporate, 2023.
Career
Prashanth qualified as a solicitor in 2000. Prior to joining Keystone Law in 2023, he worked at:
- Bryan Cave Leighton Paisner
- Clifford Chance
- CMS Cameron McKenna