NewDay Cards Ltd’s £285 Million Notes Offer

Slaughter and May advised NewDay Cards Ltd on the deal. Morgan, Lewis & Bockius UK LLP provided US law advice to NewDay and its affiliates. Clifford Chance provided English and US law advice to the joint lead managers and the arrangers.

NewDay Cards Ltd (“NewDay”) and its affiliates in relation to an issuance of notes under NewDay’s master issuer asset-backed notes programme within NewDay’s existing own-brand master trust structure (having also advised NewDay on the establishment of the programme in 2021).

The notes comprised £285,000,000-equivalent of Series 2022-1 Floating Rate Asset Backed Notes (the “Series 2022-1 Notes”) by NewDay Funding Master Issuer plc (the “Issuer”). The sterling classes of the Series 2022-1 Notes use compounded daily SONIA as the reference rate and the US dollar class uses compounded daily SOFR as the reference rate.

The Series 2022-1 Notes are ultimately backed by income from a portfolio of credit card receivables beneficially owned by NewDay Funding Receivables Trustee Ltd (the “Receivables Trustee”).

The Series 2022-1 Notes have been listed on the London Stock Exchange and comprise £75,800,000 Class A1 Notes (rated AAAsf (Fitch)/AAA(sf) (DBRS)), $100,000,000 Class A2 Notes (rated AAAsf/AAA(sf)), £21,000,000 Class B Notes (rated AAsf/AA(sf)), £36,300,000 Class C Notes (rated Asf/A(low)(sf)), £40,800,000 Class D Notes (rated BBBsf/BBB(low)(sf)), £23,700,000 Class E Notes (rated BBsf/BB(low)(sf)) and £11,100,000 Class F Notes (rated B+sf/B(high)(sf)). The Class A1, Class A2, Class B, Class C, Class D and Class E Notes were publicly issued, whilst the Class F Notes were retained by NewDay Funding Transferor Ltd, an affiliate of NewDay.

Under the securitisation structure, the Receivables Trustee has appointed NewDay 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.

The master issuance programme is arranged by Banco Santander, S.A. and the issuance was arranged by Banco Santander, S.A. and Merrill Lynch International. Banco Santander, S.A., Merrill Lynch International, NatWest Markets plc and SMBC Nikko Capital Markets Limited acted as joint lead managers.

Slaughter and May’s team included Richard Jones (Picture), Partner, Xian Yeo, Associate, Arzan Zarolia, Associate, Ben Moule, Trainee and Katy Cross, Trainee.

Involved fees earner: Richard Jones – Slaughter and May; Xian Yeo – Slaughter and May; Arzan Zarolia – Slaughter and May;

Law Firms: Slaughter and May;

Clients: NewDay Cards;

Giulia Di Palma

Author: Giulia Di Palma