Main Capital Funding II Limited Partnership – December 2006

Ben Robins and Martin Eccles advised on a new €250,000,000 transaction for Landesbank Hessen-Thüringen Girozentrale ("Helaba") involving the establishment of a new Jersey limited partnership (with a Jersey general partner) which issued limited-recourse notes with subordinated cash flows (named "Capital Securities") and used the proceeds of issue to acquire a silent capital interest in the commercial enterprise of Helaba, which has the characteristics of Tier 1 capital for purposes of German banking regulations. The Capital Securities are listed on the Irish Stock Exchange, with a secondary listing on Eurolist by Euronext Amsterdam N.V., and have been sold by the lead managers and the co-lead manager to investors in a number of EU jurisdictions, the offering document having been "passported" pursuant to the EU Prospectus Directive.

The lead managers were ABN AMRO Bank N.V., Barclays Bank PLC and Lehman Brothers International (Europe) with Helaba as co-lead manager; Lehman Brothers as structuring adviser; and Freshfields Bruckhaus Deringer, Frankfurt as lead counsel to the lead managers. This issue is in addition to (but not fungible with) a €250,000,000 issue of similar securities undertaken by another Jersey limited partnership in conjunction with Helaba in June 2005. Mourant also advised on this transaction: Main Capital Funding Limited Partnership - June 2005.