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Securitisation

0 Part Course  |  The Structures, Legal Analysis & Documentation

MiFID II Product Governance Training Course

A one-day course presented in two half-day live webinars

This course is a ‘must know’ for:
  • In-house legal counsels at any level.
  • Private practice lawyers at any level from paralegals, trainees, junior and senior associates to partners and heads of departments involved in or likely to be involved in documenting, reviewing and negotiating securitisation and/or structured finance transactions.
  • Bankers and structurers at all levels (Analysts, Associates, Vice Presidents, Directors and Managing Directors) who typically act as Arrangers, Lead Managers, Security Agents and/or Trustees in securitisation and/or various structured finance transactions.
  • Transaction management/execution personnel at any level involved with documenting securitisations and/or any structured finance transactions.
  • Senior corporate and banking personnel (CEOs, CFOs, Treasury Team Personnel) who have large portfolio of assets on their balance sheet and are considering raising finance using securitisation and/or structured finance techniques.
  • Insurance companies involved in securitisations and/or structured finance deals.
  • Listing agents involved with listing securitisation prospectus.
  • Investors such as wealth funds and pension funds involved in securitisations and/or structured finance deals.
  • Any professionals including asset managers, private equity and hedge funds involved in securitisations and/or structured finance deals.
The course is a ‘nice to know’ for:
  • Compliance personnel at any level responsible for monitoring securitisations and/or structured finance transactions.
  • Accountants who advise clients on securitisations and/or structured finance transactions.
  • Sales team personnel at any level involved in placing/selling securitisation asset-backed bonds and/or structured finance bonds.
  • Servicing agents involved in servicing securitisation assets.
  • Rating agencies personnel at any level involved with rating securitisation bonds and/or structured finance bonds.
  • Any professional at any level who wants to understand the ins and outs of securitisation.

  • This is the only course on the market that covers the most detailed content including case law, rating issues, and documentation.
  • Covers the technical legal aspects to be considered when reviewing of drafting legal opinions as well as the structuring aspects including detailed cashflows.
  • The trainer is a subject matter expert in this area and has spent over 20 years in the securitisation field.
  • 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 a lawyer with a background from 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 the more straightforward structured transactions.

  • 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.
  • 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.

Part One

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
    • Overcollateralisation
    • Subordinated Tranches
    • Subordinated Loan
    • Retained Spread
    • Liquidity Facilities
    • Insurance
  • Liquidity Support
  • Hedging
  • Servicing
  • Profit Extraction

Part Two

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

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
      • 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

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 two half-day Securitisation webinar is designed to provide extensive coverage of the important aspects of securitisation, the popular structures in the market, the legal opinions analysis and documentation.

This two-part webinar 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, pensions 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 types of regulations and case law. It is one of the most document-intensive transactions 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 in the event of default. We cover issues relating to enforcement and restructuring securitisation transactions.

Additionally, we will cover 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.

  • The presenter easily managed to keep the training informative and interesting which was great considering that such length of presentation would usually lead to fatigue on behalf of the presenter and the audience The content was strong and what was hoped for. We had not used Redcliffe before and were very pleased with the course and feel happy to recommend Redcliffe as a training provider.
  • It was very insightful and gave me some further ideas for securitisation structuring. It helped me also to understand the UK perspective and this knowledge I will definitely use in future projects where parties from UK participate in the transactions.
  • The course was very informative and it will help me in structuring more securitisation deals.
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£795.00

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