Securitisation. The Structures, Legal Analysis and Documentation. This course is presented in London on: 26 February 2018, 06 September 2018

Transcription

1 Securitisation The Structures, Legal Analysis and Documentation This course is presented in London on: 26 February 2018, 06 September 2018 The Banking and Corporate Finance Training Specialist

2 Course Objectives Participants will: Be introduced to the basics of securitisation, including its definition, the special purpose vehicle, the credit rating process and profit extraction. Get an overview of the different types of securitisation Have explained to them the underlying assets due diligence Master the risk factors including the risk profile of the asset pool and regulatory considerations. Course Overview Gain an understanding of the security & priority of payments. Learn about the key documents including the asset sale and purchase agreements, the deed of charge and the cash management agreement. Be appraised of the securitisation litigation cases. Background of the trainer Trained as a lawyer, the trainer has over 19 years experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance, debt capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance. She has been actively involved in the creation of innovative award winning structured transactions and negotiating complex financings. She has advised global institutions such as Credit Suisse, Citigroup and Goldman Sachs and spent many years practicing law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions including London, New York, Hong Kong, Singapore etc. She holds a Law LLB (Hons) degree from University College London and has worked in the Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy. Course Content Introduction: Securitisation Overview Definition What is securitisation? Relevant Areas of Law Involved Basic True Sale Structure Special Purpose Vehicle (SPV) Bankruptcy Remoteness Permitted Activities Limited Recourse PECOH Post Enforcement Call Options Holder The Taxation of Securitisation Companies Regulations 2006 (SI 2006/3296) Case law: ARM Asset Backed Securities S.A. (2013) EWHC 3351 (Ch) Non-Petition Orphan Trust Structure Accounting Treatment of SPV Offshore SPV Jurisdictions Key Parties Involved Benefits of Securitisation For Originator For Investors Tranching, Subordination & Payment Waterfall Credit Rating Process Credit and Liquidity Enhancements

3 Overcollateralisation Subordinated Tranches Subordinated Loan Retained Spread Liquidity Facilities Insurance Liquidity Support Hedging Servicing Profit Extraction Types of Securitisation True Sale Synthetic Whole Business Trade Receivables Residential Mortgage Backed Securitisation (RMBS) Commercial Mortgage Backed Securitisation (CMBS) Master Trusts Concept of Bare Trust Waterfalls Drawdowns Covered Bonds Structure Regulations Underlying Assets Due Diligence US Securities Act of 1933 Requirements Regulation S Offerings (Reg S) Regulation 144A Offerings (144A) US 10b-5 Legal Opinions Assignability of Assets Novation Assignment Contract that is Silent re: Assignability Legal Assignment Notice of Assignment s136 Law of Property Act 1925 Requirement Case law: Van Lynn Development Limited v Pelias Construction Co. (1969) 1 QB 607 Equitable Assignment Risks Risk Mitigation Trustee's Power of Attorney Warranties Restrictive Covenants Charge & Control over Receivables Account Assignability of Foreign Assets Declaration of Trust Re TurcanDon King Productions Inc. v Warren Barbados Trust Company Limited v Bank of Zambia

4 Small Business, Enterprise and Employment Act 2015 (SBEEA) Sub-participation Synthetic Structures Validity & Enforceability Consumer Credit Act 1974 and 2006 (CCA) Unfair Contract Terms Act 1977 (UTCA) Unfair Terms in Consumer Contracts Regulations 1999, SI 1994/3159 (UTCCR) Regulated Contract Example: Residential Mortgage Loan Confidentiality Restrictions Asset Representations Risk Factors Disclosure Requirements & Market Standard Risk Profile of Asset Pool Legal/Structuring Risk Credit Risk Rate Risk Currency Risk Political Risk Regulatory Considerations Security & Priority of Payments The Security Package The Secured Creditors Priorities of Payment Waterfalls Events of Default Enforcement Methods Problems with Enforcement The Key Documents Prospectus or Base Prospectus (for Programmes) The Asset Sale and Purchase Agreement The Servicing Agreement The Deed of Charge The Cash Management Agreement The Swap Agreements Subscription Agreement Note Trust Deed Liquidity Facility Agreement Legal Opinions What should be covered Tax Opinion Foreign Legal Opinions Course Summary This Securitisation course is designed to provide an extensive coverage of the important aspects of securitisation, the popular structures in the market, the legal opinions analysis and documentation.

5 This course is relevant for in-house lawyers and private practice lawyers alike and bankers involved in structured finance, from the documentation teams, structurers, sales teams to compliance personnel monitoring such transactions as well as accountants who advise clients on securitisation or structured finance transactions. This course will also be of relevance to asset managers, portfolio managers, hedge funds and investors such as wealth funds, pension s funds, insurance companies looking to invest or be involved in structured finance and securitisation. The course sets the scene by giving an overview of securitisation. The reason why securitisation is frequently referred to as 'rocket science' is due to the number of areas of law that are involved and the interplay of the various different types of regulations and case law. It is one of the most document intensive transaction amongst all the structured finance transactions and involves dealing with a multitude of issues simultaneously in order to bring the deal to a close. We go through the different types of securitisation structures in the market and cover the pertinent issues to consider when undertaking due diligence of the underlying assets. We further cover the risk factors that are typically disclosed to investors and various regulatory considerations. We then undertake an analysis of the security package, the priority of payments (waterfalls) and enforcement options on event of default. We cover off issues relating to enforcement and restructuring securitisation transactions. Additionally we will cover off the key documents in a typical securitisation transaction with coverage of the closing mechanics, payments flows, ancillary letters, conditions precedent, stock exchange listing and the crucial searches to be undertaken on closing. We will go through the legal opinions that require to be delivered and what each legal opinion should cover. Regulatory issues and the upcoming regulatory changes affecting this area along with an analysis of the key features and structure of the various Structured Products are covered on the course titled: Structured Products & Upcoming Regulatory Changes. What Redcliffe s clients are saying about the course Good teacher with a lot of practical experience Provided a very good overview of securitisation Broad range of topics, good detail, structure charts and examples Good Practical presentation. Useful detailed notes 9:30-17:00 London Standard Price: VAT Membership Price: VAT Delivering this course in-house for you to a number of participants could be very cost effective.