Looking to incorporate a Securitisation Vehicle? Here’s what you need to know

Securitisation has become an indispensable tool for institutions, asset managers, and asset owners. This sophisticated financial instrument offers a powerful trifecta: effective risk management, enhanced liquidity, and streamlined capital structures.

For those contemplating the incorporation of a securitisation vehicle, a comprehensive grasp of this intricate yet potentially lucrative process is crucial. By mastering its complexities, you’ll gain the confidence to navigate challenges adeptly and fully harness the myriad benefits securitisation offers, positioning yourself at the forefront of modern financial strategy.

What is Securitisation and why is important?

Securitisation is the process of pooling various types of financial assets, such as loans, mortgages, or receivables, and converting them into marketable securities. These securities are then sold to investors, allowing the originators to free up capital and manage risk more effectively. The cash flows generated from the underlying assets are used to pay interest and principal to the investors.

During 2017 and 2018, the European Union set up rules for securitisations. The goal was to bring the EU securitisation market back to life while also addressing worries about risky practices that had threatened stability after the global financial crisis of 2008. Since it entered into force in 2019-2020, the framework has strengthened investor protection, transparency, and financial stability.¹

The European Commission has recently taken steps to revitalize the EU’s securitisation framework to make it simpler, more effective, and supportive of economic growth. These initiatives are part of the savings and investments union strategy, which focuses on improving the way the EU financial system works to boost investment and economic growth across Europe.

Benefits of Securitisation

Enhanced Liquidity

By converting illiquid assets into tradable securities, institutions and originators can access capital markets and improve their liquidity position. This transformation allows entities to free up resources that can be used for further lending to EU citizens and enterprises.

Risk Management

Securitisation allows for the transfer of risk from the originator to investors, which can help in managing credit risk and regulatory capital requirements. The main goal is to enable banks and other financial institutions to use the loans and debts they grant or hold, pool them together, and turn them into different types of securities that investors can purchase.

Cost Efficiency

Securitisation can lead to lower funding costs compared to traditional financing methods, as it often allows for better pricing based on the risk profile of the underlying assets. Recent EU reforms aim to simplify unnecessarily burdensome requirements and reduce costs to encourage more securitisation activity.

Diversification of Funding Sources

By tapping into the capital markets, institutions can diversify their funding sources and reduce reliance on bank financing. This diversification is particularly important in today’s volatile economic environment.

Regulatory Benefits

In some jurisdictions, securitisation can provide regulatory capital relief, allowing institutions to optimize their balance sheets. The European Commission’s recent proposals have estimated a reduction in capital requirements by one-third for senior securitisation tranches, which should encourage new issuances in member states where activity has been limited.

Key Considerations before incorporating a Securitisation Vehicle

The European securitisation market operates under the EU Securitisation Regulation (EUSR), introduced in January 2019 as part of a comprehensive regulatory response to the Global Financial Crisis.

The Securitisation Regulation amendments aim to reduce operational burdens by simplifying transparency requirements, with plans to cut reporting fields by at least 35%. The revisions introduce more proportionate, principle-based due diligence processes, eliminating redundant verification steps when the selling party is EU-based and supervised.

Notably, the requirement for Simple, Transparent and Standardised (STS) securitisations has been modified to consider pools containing 70% SME loans as homogeneous, facilitating cross-border transactions and enhancing SME financing opportunities.²

Choosing the right jurisdiction

Selecting the appropriate jurisdiction for your securitisation vehicle is a critical strategic decision that impacts regulatory compliance, tax efficiency, and operational flexibility. Several European jurisdictions offer competitive frameworks for securitisation vehicles, each with distinct advantages depending on your specific transaction objectives.

The optimal jurisdiction ultimately depends on multiple factors: the location and type of underlying assets, your investor base, anticipated transaction complexity, and specific business objectives. Regulatory changes, such as the EU Securitisation Regulation, have created a more harmonized framework across Europe, though important jurisdictional nuances remain that can significantly impact transaction efficiency.

Structuring the vehicle

Decide on the structure of the securitisation vehicle. Common structures includes:

1. Securitisation Undertaking: A corporate entity specifically designed for securitisation transactions
2. Securitisation Fund: Similar to an investment fund, but specifically for securitisation assets
3. Fiduciary Structures: Where assets are held by a fiduciary for the benefit of investors

These structures are designed to isolate financial risk and facilitate the issuance of securities. You can choose a bankruptcy-remote structure with a Dutch Stichting or a Jersey Trust, which are most commonly used, or incorporate a vehicle using an entity in your group.

Legal & Tax Implications

You’ve made the strategic decision to incorporate a securitisation vehicle—now it’s time to navigate the complex legal and tax landscape that comes with it. Have you considered how different jurisdictional choices might impact your bottom line?

Legal and tax considerations aren’t just compliance checkboxes. They’re powerful levers that can dramatically enhance your securitisation structure’s efficiency. Engaging specialized advisors early in your planning process to avoid costly restructuring later.

By strategically selecting your jurisdiction and structure based on your specific assets and investor profile, you can create a tax-efficient vehicle that maximizes returns while maintaining full compliance.

Servicing and Management

Establish a reliable servicing and management framework for the transaction. Effective management and administration of the vehicle by an experienced partner is critical to ensure the correct execution of the transaction.

As the legislative changes removed restrictions on leverage and the nature of the securities permitted as collateral, the SV can now enter into a facility with a credit institution. This is required to acquire the full amount of the contemplated investments, providing greater certainty to the market.

Conclusion

Incorporating a securitisation vehicle represents a strategic opportunity for financial institutions and asset managers seeking to optimize their capital structures, enhance liquidity, and manage risk effectively. The European securitisation market, with its evolving regulatory framework, offers sophisticated mechanisms to achieve these objectives when properly structured.

Partnering with an experienced service provider gives you access to specialized knowledge from structuring and incorporation to efficient implementation and execution to vehicle liquidation.

This collaboration enables you to navigate jurisdictional complexities with confidence, ensure regulatory compliance across borders, and optimize your structure for maximum efficiency and investor appeal. Such expertise has become not merely beneficial but essential for institutions seeking to leverage the full potential of securitisation.

Securitisation is complex and you shouldn’t have to manage it alone. At Alter Domus, we simplify the process with end-to-end expertise, from transaction closing through administration and up to liquidation. With us as your partner, you can focus on strategy and investors while we take care of execution.

Contact us today to learn about how you can unlock of the full potential of securitisation with Alter Domus.