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Hogan Lovells Advises FCE Bank plc on its €535,532,025 German Retail Public

29 June 2011

LONDON, 29 June 2011 - FCE Bank plc, advised by Hogan Lovells International LLP, is continuing to refinance itself through the public term securitisation market with its €535.5 million securitisation of automotive loan receivables originated by FCE's German branches with a Rule 144A option.

The transaction closed on 16 June 2011 and was arranged by Barclays Capital, Deutsche Bank and HSBC.

This deal was notable for offering euro-denominated Rule 144A tranche notes and is one of the only ABS deals since the crisis to offer mezzanine notes.

The receivables, which were automotive loans for Ford Motor Company's Ford brand vehicles, were sold to a Dutch SPV, which issued €476.6 million class A notes rated AAA/Aaa by S&P and Moody's respectively, €31.8 million class B notes rated AA/Aa3 by S&P and Moody's respectively and €27.1 million in unrated class C notes.  The class A notes and class B notes were listed on the Irish Stock Exchange. The class C notes were purchased by FCE.

This cross-border transaction was led by capital markets practice area head Sharon Lewis, assisted by Reza Mulligan (Senior Associate) and Sarah Oliver, with tax advice being coordinated by London tax partner Philip Harle assisted by Robert Eyre.  Dr. Sven Brandt led the team in Frankfurt in relation to all German law matters, with German tax advice being provided by Dr. Heiko Gemmel.  Ken Breken assisted by Hyun-Ju Park at Hogan Lovells in Amsterdam provided advice in relation to all SPV related matters.  Amsterdam tax partner Anton Louwinger provided Dutch tax law advice.  Joseph Topolski and Mitch Sprengelmeyer of Katten Muchin Rosenman LLP provided US law advice.  The joint arrangers were advised by Mayer Brown.

Speaking on behalf of Hogan Lovells, Sharon Lewis said:

 "We are honoured to continue to be part of FCE's European securitisation team.  FCE's Globaldrive brand continues to grow and this deal is testament to Ford's success story and the gradual improvement of the securitisation market".

Notes to editors

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