NewDay Cards Ltd’s £331,450,000 Asset Backed Notes Offer

Slaughter and May advised NewDay Cards Ltd and its affiliates in relation to a public debt issue under its co-brand master trust credit card securitisation.

The transaction involved the issuance, through a master trust structure, of £331,450,000 of Series 2020-1 Floating Rate Asset Backed Notes (the Series 2020-1 Notes) by NewDay Partnership Funding 2020-1 Plc (the Issuer). Following two successful SONIA linked issuances in 2019 under its own-brand credit card securitisations and reflecting the broader transition away from LIBOR to risk-free rates as the primary interest rate benchmarks in the financial markets, the issuance was the first under its co-brand master trust credit card securitisation platform to make use of SONIA as the interest reference rate for the Notes. The transaction was also the first issuance from NewDay’s co-brand master trust credit card securitisation platform under Rule 144A under the US Securities Act.

The Series 2020-1 Notes are ultimately backed by income from a portfolio of credit card receivables beneficially owned by NewDay Partnership Receivables Trustee Ltd (the Receivables Trustee).

The Series 2020-1 Notes have been listed on the London Stock Exchange and comprise £259,000,000 Class A3 Notes (rated AAAsf (Fitch)/AAA(sf) (DBRS)), £33,250,000 Class B Notes (rated AAsf/AA(sf)), £26,600,000 Class C Notes (rated A-sf/A(sf)) and £12,600,000 Class D Notes (rated BBBsf/BBB(high)(sf)). All classes of the Series 2020-1 were publicly issued.

Under the securitisation structure, the Receivables Trustee has appointed NewDay Cards as servicer in respect of the portfolio. Legal title to the receivables within the portfolio remains with NewDay Ltd, which is an authorised payment institution and a wholly-owned subsidiary of NewDay Cards.

Banco Santander, S.A., BNP Paribas, Merrill Lynch International and SMBC Nikko Capial Markets Limited acted as arrangers and joint lead managers. NewDay Cards acted as co-arranger.

Morgan, Lewis & Bockius UK LLP provided US law advice to NewDay Cards and its affiliates.

Clifford Chance provided English and US law advice to the joint lead managers and the arrangers.

Slaughter and May’s team included Richard Jones (Picture), Partner, David Thomas, Associate, Christopher McCabe, Associate, Alex Law, Associate, Ben Kingsley, Partner, Elizabeth George, Associate, Gareth Miles, Partner and Alex Sim, Associate.

Involved fees earner: Elizabeth George – Slaughter and May; Richard Jones – Slaughter and May; Ben Kingsley – Slaughter and May; Alex Law – Slaughter and May; Christopher McCabe – Slaughter and May; Gareth Miles – Slaughter and May; Alex Sim – Slaughter and May; David Thomas – Slaughter and May;

Law Firms: Slaughter and May;

Clients: NewDay Cards;