Graham A. Penn

Recent representations include:

• Acting for a UK-based digital insurance platform on a significant recapitalization and acquisition strategy in the UK and the U.S.
• Acting for Invel Real Estate on the restructuring and refinancing of its acquisition of a significant interest in a publicly listed Greek property owning REIT.
• Acting for a UK-based direct lender on the acquisition and development financing of a portfolio of public houses in England.
• Acting for a financial institution and alternate capital provider on its circa £300 million forward financing and purchase development of a portfolio of care homes in the UK.
• Acting for Mace Capital on its first public bond issue to finance the acquisition of various commercial property developments to the UK.
• Advising Wells Fargo Bank N.A. on the circa £300 million purchase and development of its new European headquarters based in London. The transaction marked the Bank’s first freehold purchase outside the U.S. and included a number of complex construction and development-related issues.
• Advising one of the largest property-owning groups in Romania on the first commercial property asset-backed bond issue, ultimately secured on commercial property situate in Romania.
• Advising on the structuring and drafting of the Pangaea Funding 1 Plc CMBS which involved the securitization of 77 commercial properties located in Greece and leased to National Bank of Greece.
• Acting for Kennedy Wilson as purchaser of the Jupiter portfolio of commercial properties situated throughout the UK. The portfolio, which collateralized the Fordgate Commercial Securitisation No. 1 Plc CMBS transaction, was acquired via the successful implementation of a “loan-to-own” strategy.
• Acting for the bridge lenders and subsequent investors (Pimco and Marathon Asset Management) in the £263 million Debussy DTC Plc CMBS transaction in which 31 properties owned by Toys R Us in the UK were financed and securitized. This was the first nonbank CMBS in the European market.

Graham has worked on numerous restructurings of both loan and bond financings including many secured by commercial real estate, examples include the Opera Finance CMBS, the Fairhold CMBS and the Brunel CMBS.
Graham has worked on numerous landmark structured finance and securitization transactions including:

• Acting for a leading European investment bank on the establishment of its “Deco” CMBS program, including its first €897 million pan-European CMBS transaction (Deco Pan-Europe 1 plc).
• Acting for Morgan Stanley on the first UK pub securitization (the £210 million Wellington Pub Company plc issue). Graham also worked on a number of subsequent pub securitization transactions including: Alehouse, Pubmaster, and Punch.
• Acting for Goldman Sachs (Whitehall Funds) and a leading European investment bank in relation to one of the first CMBS note restructurings involving approximately €3.5 billion of debt, including €1.13 billion of CMBS notes issued by Fleet Street Finance Two Plc.
• Acting for Morgan Stanley on the first £252 million UK toll road securitization (Autolink Concessionaires (M6) plc).
• Advising the special servicer (Eurohypo AG) and financial adviser (Cairn Capital) in the restructuring of the €1.01 billion Dutch CMBS notes issued by Opera Finance (Uni-Invest) BV. This was the first European CMBS to default at note maturity.
• Acting for Morgan Stanley on the €1,017 billion ICR(6) securitization of Italian nonperforming loans. This transaction was the largest securitization of nonperforming loans (NPLs) globally.
• Acting for the issuer in the restructuring of the GRAND (German Residential Asset Note Distributor plc) securitization which was the largest (by value) European CMBS (€5.13 billion) and the first to be restructured using an English law scheme of arrangement.
• Acting for JP Morgan on its first pan-European CMBS transaction.
• Acting for Lehman on its first European CMBS transaction, the £467 million Windermere CMBS plc.
• Acting for Morgan Stanley at the inception of its European Loan Conduit (Eloc) program and on numerous securitization transactions (pan-European and UK) executed under that program.
• Acting for DB Real Estate, IXIS, and Newreal on the €1.4 billion acquisition and financing of Enel, which included the acquisition of a portfolio of 887 properties in Italy.
• Acting on the £4.7 billion acquisition and financing of Canary Wharf by Songbird.
• Acting for Barclays Capital at the inception of its Eclipse program and on a number of subsequent transactions under that program.
• Acting for Morgan Stanley on the £813 million financing by way of securitization of the BBC’s Broadcasting House.
• Acting for a leading European investment bank and Lanitis on the acquisition and development of the Aphrodite Hotel and holiday resort. This was the largest hotel and resort financing in Cyprus.
• Acting for Barclays Bank PLC in originating a senior and junior “tranched” loan portfolio of commercial real estate assets located throughout the UK and the subsequent securitization of the senior loan and syndication of the junior loan. This was one of the largest UK CMBS offerings at the date of closing.

• Member of The Law Society
• Fellow of the Chartered Banker Institute

Graham has a long history of teaching and publishing and maintains strong links with academe as professor of international finance law at University College London (UCL) where he teaches modules in International Finance Law and Corporate Finance on UCL’s Graduate (LLM) program.

He has, for many years, served on the faculty of the Euromoney International Finance Law Summer School and Winter School (at Oxford and Cambridge, respectively).

Graham is also a regular speaker at structured finance and securitization conferences in the UK and abroad.