Finance Monthly Deal Maker Awards 2016 Edition

FINANCE MONTHLY DEAL MAKER AWARDS 2016 www.finance-monthly.com 52 Santander Consumer Finance Oy completed its securitisation for a value of €338.7 million Chosen for her involvement in the following transaction: TARJA WIST Founding Partner, Waselius & Wist WINNER: Waselius & Wist is a Finnish commercial law firm, committed to providing highly specialised legal services in complex business transactions. We are especially renowned for high-end advice within the fields of capital markets, banking and finance, mergers and acquisitions, dispute resolution, EU and competition law, tax law as well as IPR. ABOUT TARJA WIST Tarja Wist is founding partner at Waselius & Wist. Tarja’s main areas of practice are banking and finance, capital markets and mergers and acquisitions. Besides private practice, Tarja Wist served as secretary to the Legislative Commission for Securities Market Law 1990-1993 and as a member of the Legislative Working Group of the Ministry of Finance for implementation of the Takeover Directive in 2004-2005 and as a member of the Legislative Working Group for the Securities Market Law Reform in 2009-2011. Tarja is a past chair of the Securities and Finance Law Expert Group of the Finnish Bar Association and of the Banking Law Committee of the International Bar Association. She is the author of various articles in international publications. FIRM PROFILE CONTACT Tarja Wist - Founding Partner WASELIUS & WIST Eteläesplanadi 24 A, 00130 Helsinki, Finland Tel: +358 9 668 9520 | Fax: +358 9 668 95 222 Web: www.ww.fi Santander Consumer Finance Oy finalised its securitisation of auto loan hire purchase contracts by Santander Consumer Finance Oy – can you tell us a bit about Waselius & Wist’s involvement in the transaction? We acted as the legal counsel to Santander Consumer Finance Oy and the joint lead managers in respect of Finnish law. The transaction involved the transfer of a portfolio of automobile hire-purchase contracts, including the title to the automobiles and the receivables from the underlying debtors (i.e. the buyers of the automobiles), to a special purpose vehicle (the Purchaser) and the pledge of the portfolio to another special purpose vehicle (the Issuer) that financed the transaction by issuing notes to investors. The transaction was structured using the same techniques as the inaugural securitisation of auto loans by Santander Consumer Finance Oy in 2011, when we were retained to structure the transaction from the Finnish law point of view, taking into account the special nature of the underlying assets as hire-purchase contracts, the consumer law protection aspects as well as the quite complex insolvency, property and tax law aspects. What was your specific role? We advised Santander Consumer Finance Oy and the joint lead managers in all aspects of Finnish law relating to the transaction (including, in particular, the special legislation relating to hire- purchase contracts and consumer lending and the transfer and holding title and security interest over automobiles), ensured that the documentation and the disclosure in the prospectus were in all respects appropriate from the Finnish law point of view, applied for an advance tax ruling on behalf of the purchasing special purchases vechile and, finally, provided a true sale opinion. What prompted the transaction? The transaction was a part of a series of securitisation transactions by the Santander Group initiated for commercial and strategic reasons. What were the main stages of bringing the transaction to completion? From the transactional and legal point of view, the main stages included the set-up of the purchasing and issuing special purpose vechiles, signing and execution of the commercial documentation, publishing of the prospectus and, finally, the transfer of the portfolio and the issuance and listing of the notes. What were some of the key challenges that you were faced with? As usual in all complex structured and assets back transactions, the key legal challenges relate to the structuring of the transaction in robust and bankruptcy remote manner. We were very pleased to be involved in this transaction (as well as the inaugural securitisation of auto loans by Santander Consumer Finance Oy in 2011) and to have an opportunity to work together with the team to find solutions to these issues. TRANSACTION REPORT Q Q Q Q Q