Orrick Advises on Groupe BPCE's Second Non-Retained RMBS


The Orrick team in Paris advised BPCE and Natixis, as joint arrangers, on Groupe BPCE’s second non-retained RMBS. This is one of the first non-retained RMBS in France to be designated STS ("Simple, Transparent and Standardized") from inception, and qualifies as an “STS+” transaction.

BPCE Home Loans FCT 2019, the French securitization vehicle set up for the purpose of the transaction, issued €1 billion of senior notes, rated AAA(sf) by Fitch France and Aaa (sf) by Moody's France, backed by residential loans originated by 11 French Banques Populaires and 15 Caisses d'Epargne et de Prévoyance. Investor demand was particularly high, resulting in a margin set at 60 basis points above EURIBOR.

Beyond the STS certification, the transaction also obtained two additional certifications to qualify it as an “STS+” transaction: one for its compliance with the conditions for obtaining preferential regulatory capital treatment in accordance with the provisions of the CRR Regulation, and one for its compliance with the conditions for the senior securities to qualify as Level 2B high quality liquid assets under the LCR Regulation.

We advised on the structuring of the transaction and the drafting of the documentation. The Orrick team included partner Olivier Bernard and associate Laure Seror on the finance aspects, partner Anne-Sophie Kerfant and associate Rudy Marouani on the tax aspects, and partner Al Sawyers on U.S. law aspects.

The same Orrick team previously advised BPCE and Natixis on the implementation of the first non-retained RMBS transaction of Groupe BPCE in October 2018, and on the STS certification of that first RMBS in July 2019.