Pioneering $3.25bn bonds program brings together top trio

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A trio of top international firms have come together to aid the Bank of Queensland (BoQ) in launching the first conditional pass-through (CPT) covered bond program by an Australian bank in Australia.

Allen & Overy (A&O), Ashurst, and MinterEllison helped establish the program.

A&O acted for BoQ, advising on both English and Australian law, as the major regional bank achieved a first in Australia, after similar programs were first launched in Europe. This is the seventh covered bond program to be established by an Australian bank. A&O said it helped establish of all of these programs.

The core A&O team on the deal was led by Australian capital markets partner Karolina Popic. It included senior associates Bianca Spata, Minesh Patel, and Jamie Taylor, and lawyer Stephanie Masters.

"Bank of Queensland has broken new ground in Australian finance with this program,” Popic told Australasian Lawyer. “The conditional pass-through features move beyond the traditional soft-bullet and hard-bullet programs established by the bigger Australian banks, allowing Bank of Queensland to establish a program that is more efficient from a collateral perspective and less exposed to downgrade risk. Bank of Queensland has paved the way for other banks similar to it to diversify its investor base and access funding through this product."

Ashurst was legal advisor for National Australia Bank, which acted as arranger and dealer of the deal, and BNY Mellon Trust Company of Australia, which acted as bond trustee and paying agent.

The Ashurt team was led by securitisation partner Jennifer Schlosser, who was assisted by senior associate Eugene Ng. Finance practice division co-head and partner Jamie Ng advised BNY Mellon, with assistance from senior associate Kevin Lu.

MinterEllison acted for Perpetual Corporate Trust, which acted as the covered bond guarantor. The firm's team was led by structured finance and debt capital markets partner John Elias, who was supported by senior associate Jonathan Maher and lawyer Penny Robinson.

The program includes features that provide protection from rating downgrades, being fully de-linked from the issuer’s rating under the Moody’s ratings criteria, and have four notches of downside protection under Fitch’s criteria. This allows lower-rated issuers to issue AAA-rated covered bonds that have less exposure to external ratings events. The bonds, offered earlier this month, attained provisional triple-A ratings from Fitch and Moody's.

Just last week, Standard & Poor’s hit BoQ with a one-notch credit rating downgrade, after the global ratings agency also downgraded 23 Australian financial institutions due to housing market risks.


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