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Advanced Securitisation & Structured Products

The Upcoming Regulatory Changes

Advanced Securitisation & Structured Products Training

A one-day course

  • This is the only webinar on the market that covers not only the various types of structured products from a legal and documentation perspective but also covers the calculations and review of term sheets for exotic products, all in one two-part webinar.
  • Covers the technical legal aspects as well as the commercial and structural aspects for both debt and equity linked transactions.
  • Outlines the key core concepts relating to CLOs as well as the timeline along with risks relevant to investors and originators.
  • The trainer has a rare combination of experience that enables her to cover the legal, commercial, regulatory and structuring aspects of this subject matter hence participants will benefit a great deal from her hands on experience particularly during the discussions during the course.
  • The trainer is lawyer with a background from the magic circle law firms, the bulge bracket investment banks as well as accountancy practice, hence she comes with a wide array of experience ranging from working on complex innovative transactions to BAU flow work.

  • Provides a comprehensive overview of the popular structured products in the market through a deeper understanding of the structure and documentation both from a legal and commercial perspective.
  • Outlines the key core concepts relating to CLOs as well as associated risks for investors and issuers.
  • Learn how to apply the concepts discussed in the webinar are implemented in practice by undertaking a review of a CLO transaction.
  • Have a better understanding of the terminology and formulas used in term sheets to assist in your review and drafting of term sheets and documentation.
  • Have a better understanding of the key legal and structural features when providing advise to clients on structured finance transactions in general.

Introduction: Structured Products

  • Static Transactions
  • Revolving Transactions
  • Managed Transactions
  • Eligibility Criteria
  • The Role of a Portfolio Manager
    • Standard of care
    • Recent case law: UBS AG (London Branch) and another v Kommunale Wasserwerke Leipzig Gmbh; UBS Ltd v Depfa Bank plc; UBS AG (London Branch) v Landesbank Baden-Wurttemberg [2014] EWHC 3615 (Comm), [2014] All ER (D) 47 (Nov)
    • The Removal of a Portfolio Manager
  • Cash vs Synthetic
  • Balance Sheet vs Arbitrage
  • Impact of the Credit Crisis

 CDOs, CLOs and CBOs

  • Types of Portfolio
  • Structure and Key Features
    • Static Cash CLO
    • Managed Arbitrage Cash CLO
    • Managed Arbitrage Synthetic CLO
    • Balance Sheet Synthetic CLO
  • Refinance Transactions
  • Reset Transactions
  • Core Concepts
    • Overcollateralisation Tests
    • Interest Coverage Tests
    • When Tests Are Applied
    • Consequences of Breach
    • Priority of Payments of Notes – OC Tests
    • Par Flush
    • Trading Gains
    • Discretionary Trading
  • The CLO Timeline
    • Managed CLO Timeline
    • Warehousing Period
    • Ramp Up Period
    • Reinvestment Period
    • Amortisation Period
  • Capital Structure
  • Key Legal Issues
    • Control of changes and waivers
    • Events of default/enforcement
    • Prospectus liability
    • Selection of Portfolio Manager

GROUP EXERCISE: We undertake a review of a CLO transaction so that participants can see how the concepts discussed in the webinar are implemented in practice.

  

Asset backed Commercial Paper (ABCP) Conduit Programmes and SIVs

  • Structure of ABCP Conduit
  • Types of guarantees
  • Structure of SIVs
  • Key Features and Differences between SIVs and ABCP conduits
  • Differences between SIV vs CDO

Credit Linked Notes (CLNs)

  • Key Features and Structure
  • Types of CLNs
    • Single name
    • Linear Basket
    • Nth to Default Basket
    • Index Linked
    • Zero Coupon
    • Self Referencing
  • Key issues to consider in documentation
  • What happens on Credit Events
    • Physical Settlement
    • Cash Settlement
    • Auction Settlement
  • EMIR Requirements for Clearing

Credit Default Swaps (CDSs)

  • Structure and Key Features
  • Benefits
  • Types:
    • CDS on ABS
    • Basket CDS
  • Portfolio CDS
  • Nth to Default CDS
    • Loan only CDS (LCDS)
  • Documentation

Constant Proportion Portfolio Insurance (CPPI) Transactions

  • Structure and Key Features
    • Rebalancing
    • Static
    • Managed
    • Gap Risk
    • Cash out Event
  • Example
  • The Benefits
  • The Documentation

Structured Equity Derivatives Products

  • Equity Linked Notes
    • Yield Enhancement
    • Principal Protected Structure
  • Equity Linked Deposits
    • Equity swaps and options combined
    • Example
  • Hedge Funds
  • Fund of funds
  • Fund Linked Notes
  • Convertible Bond Arbitrage – Credit Default and Equity swaps combined

Repack Programmes

  • Basic Structure and Key Features
  • Benefits
  • Documentation
  • Repackaging ABS for ECB repo eligibility

The trainer is an expert in structured finance specialising in securitisation, real estate finance, banking, capital markets, derivatives, structured products and financial regulation.

She is a consultant, keynote speaker, business adviser, author and trainer and has practised law for nearly 20 years in the banking & finance industry. She has spent her career advising some of the most prestigious global financial institutions such as Goldman Sachs, Morgan Stanley, Citigroup & Credit Suisse. Her primary role was to manage the legal risk globally across the various businesses within an investment bank. As a trainer, she now designs and leads training workshops for senior lawyers, law firm partners, accountants, bankers and various senior executives.

She has been actively involved in the creation of innovative structured transactions; structuring, drafting and negotiating complex financings including complex  repo facilities, hybrid structured products with multiple embedded derivatives, repackagings, synthetic CLOs and regulatory driven structured transactions; all types of securitisation transactions and restructuring them; supervision of large scale remediation project involving the mis-selling of interest rate swaps, financial regulatory projects and financial litigation.

She holds a Law LL.B (Hons) degree from University College London (UCL) and has worked in the Finance Know-how team at Clifford Chance. She trained at Sidley Austin Brown & Wood LLP and worked on a number of award winning transactions involving repackagings, securitisations and US corporate securities. She practised as a solicitor at Linklaters LLP in Singapore and has also worked in New York and Hong Kong.

Returning to London, she spent around 5 years at Allen & Overy LLP. She advised on a wide range of issues including swaps, insolvencies, disclosure matters under the Prospectus Directive, US 144A SEC registered deals, real estate finance, master trust, CMBS and RMBS securitisations and Opco/Propco structures for loan securitisations. She was seconded to Credit Suisse to work on the Real Estate Finance trading desk where she worked on loan origination, leverage finance and acquisition finance deals. Later she was seconded to Citibank where she advised on LMA loans, highly structured real estate finance transactions, risk mitigation and syndication.

In 2007 she moved to Credit Suisse as in-house legal counsel advising on structured capital markets, derivatives and structured products including fund-linked products, a range of exotic trades, CDOs, CLOs, repos and other highly structured financing transactions conducted during and post credit crunch. She structured and documented trades that achieved the required regulatory capital and balance sheet treatment using a combination of techniques such as credit default swaps, call options or unfunded loan participations.

She started working as a specialist consultant in 2009 advising her clients on complex projects involving legal, operational, regulatory and compliance matters on derivatives, structured products.

This trainer also teaches FATCA: What UK Lawyers Need to Know & Practical Compliance and Drafting & Negotiating Real Estate Finance Documentation.

This two-part Structured Products webinar is designed to provide coverage of the important aspects of the popular structured products in the market.

This webinar is relevant for in-house lawyers and private practice lawyers alike and bankers involved in structured finance, the documentation teams, the structured products desk, structurers, sales staff to compliance personnel monitoring such transactions as well as accountants who advise clients on structured finance transactions. This course will also be of relevance to asset managers, portfolio managers, hedge funds, risk managers, traders, product controllers and investors such as wealth funds, pensions funds, insurance companies looking to invest or be involved in structured products and securitisation.

This webinar sets the scene by giving you an introduction to Structured Products, the various types of transactions, the eligibility criteria and the role of the Portfolio Manager. The impact of the credit crisis on Structured products is briefly discussed before moving on to the different types of Structured Products in detail.

We then undertake a detailed analysis of the multitude of key issues and features involved in and the variety of structures in Structured Products transactions. We cover CDOs, CLOs, CBOs, CLNs, CDSs, and CPPI transactions. We go through ABCP Conduit Programmes and repackaging programmes and transactions. We cover key legal issues, documentation issues and timelines. We also touch on the various types of Structured Equity Derivatives Products, fund linked products and hybrid products.

 

Group Exercise: We will undertake a review of a CLO transaction so that participants can see how the concepts discussed in the webinar are implemented in practice.

Complimentary course materials will be provided to each participant for the Group Exercise.

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