TSI Training

18. Juli 2023

TSI Training

Legal & Documentation in Securitisation | onsite

The event
English
Dates
18. July 2023
08.45-17.10
Onsite

True Sale International GmbH
Mainzer Landstraße 61
60329 Frankfurt

Teilnahmegebühr
595 Euro für TSI Partner
795 Euro für Nichtpartner

The contribution of securitisations to financing the digital and sustainable transition in Germany and Europe has been discussed intensively in recent months. The same applies to the extensive regulation with the EU Securitization Regulation in force since January 1, 2019 and its numerous technical regulatory standards and guidelines.

But how does a securitisation actually work from a legal perspective, and how is it implemented in the sales prospectus, contracts and legal opinions of a specific transaction? We would like to get to the bottom of these questions in the new TSI training "Legal & Documentation in Securitisations".

Concrete transactions and their documentation will be analyzed with the following focus:
 
  • Overview of the various legal documents
  • From a first term sheet to the Black OC: Structuring process
  • Preparation and coordination process of the legal documentation with all transaction parties
  • Requirements for the special purpose vehicle - from jurisdiction to creation to liquidation
  • Case study: Offering circular and legal opinion of an Auto ABS transaction
  • Legal and structural particularities of leasing receivables
  • Legal opinions and contracts for trade receivables; international private law
  • Documentation for synthetic balance sheet securitisations

This TSI training with a very high practical relevance is aimed at all market participants who deal with the preparation, documentation review and analysis of securitization transactions in their operational business. The practical relevance arises for corporates and financial institutions as originators, arranging banks, rating agencies, investors and other service providers involved. Previous legal education of participants is not required.

Agenda

Tuesday, 18.07.2023

8.45 – 9.00

Registration

9.00 – 9.30

Welcome by TSI and introduction
Jan-Peter Hülbert

9.30 – 10.30

Structuring an ABS Transaction (true Sale)
Barbara Lauer, Linklaters

  • Overview of different documents like prospectus, contracts, legal/tax opinions and other 
  • Law firms and other parties involved
  • Structuring process from A to Z, starting with a term sheet to signing and closing
  • Negotiations and drafting the transaction documentation
  • Differences in true sale and synthetic securitisations
10.30 – 11.15

SSPE Securitisation Special Purpose Vehicles
Martin Freytag, GSK Stockmann

  • Jurisdictions to choose
  • Insolvency remoteness, non petition and limited recourse 
  • Setting up, running and winding down an SSPE
11.15 - 11.35

Coffee Break

11.35 – 12.45

Auto ABS – Offering Circular & Legal Opinion (case study without Leasing)
Dr Sven Brandt, Hogan Lovells

  • Prospectus directive – when and why do you need an OC 
  • Content and structure of the OC
  • Other transaction documents to consider
  • Structure of a Legal Opinion
  • Role and importance of Assumptions and Qualifications
  • Liability and adressees
  • Differences in loan and leasing securitisations
12.45 – 14.00

Lunch Break

14.00 – 15.10

Securitisation of Lease Receivables – Offering Circular, Legal Documentation and Legal Opinion (case study) 
Dr Martin M. Geiger, HengelerMueller

  • Particular issues to consider in lease receivables
  • Information on ESG and sustainability
  • Key legal concepts in major jurisdictions 
15.10 – 15.30

Coffee Break

15.30 – 16.30

Trade Receivables - Legal Opinion and Documentation (case study)
Dr Arne Klüwer, Dentons

  • Legal Opinions in ABCP transactions
  • Special features for trade receivables
  • International private law
  • Role and importance of Assumptions and Qualifications
  • Liability and adressees
16.30 – 17.10

Synthetic Balance Sheet Securitisation
Dr Stefan Henkelmann, Allen & Overy

  • Overview of structures and features (Synthetic Excess Spread, Credit Events)
  • Investor involvement in structuring process
  • Reporting requirements
  • EIF/EIB program
from 17.10

Get Together

Sven
Dr Sven Brandt
Partner, Head of the German Debt Capital Markets Practice Group, International Debt Capital Markets
Hogan Lovells International LLP
Dr. Sven Brandt is partner in the Frankfurt office of Hogan Lovells and heads the German capital markets practice. He has extensive experience in asset finance, capital markets (both interest and dividend-paying stock), structured finance (including derivatives), debt repackaging and securitisation.
Sven Brandt focuses on asset and structured finance transactions, capital markets products and regulatory implications of securities trading and settlement. Sven was a member of both the German regulators' (BaFin) and the Association of German Banks (BdB) securitisation leading working groups.
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Martin
Dr Martin Freytag
Associate,
GSK STOCKMANN
Dr. Martin Freytag is an associate at GSK Stockmann in Munich. He specializes advising banks, financial service providers, investment fund managers and institutional investors on financial and insurance regulatory issues; setting-up and structuring of financial instruments such as investment funds, securitisations, bonds, structured finance and mezzanine financing; capital market and stock exchange law as well as advising on electronic payment services. He is admitted to the Bar in Germany (2022) and speaks German, English and French. He is a member of the Bankrechtliche Vereinigung – Wissenschaftliche Gesellschaft für Bankrecht e.V. and publishes regularly.
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Martin M.
Dr Martin M. Geiger
Partner,
HENGELER MUELLER

Dr Martin Geiger joined Hengeler Mueller in 1995 and became a partner in 2000.
He has a long-standing experience of advising banks, private equity funds and corporate clients on a broad range of complex transactions including structured financings, refinancing with commercial mortgage backed securities (CMBS), and real estate financings

His recent work includes the advice of a Swedish truck manufacturer on the secuiritisation of UK lease receivables, a German leasing company on the securitisation of French lease receivables and a German bank on the purchase of lease receivables in several European countries.

Martin Geiger studied law at the University of Munich and the University of Michigan Law School. He is regularly included in the most prestigious rankings on the German law firm market and described as a "Leading Advisor" in Structured Finance.
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Stefan
Dr Stefan Henkelmann
Partner, ICM
Allen & Overy LLP
Stefan is an Attorney with broad expertise advising on German and international capital markets transactions. Stefan specialises in advising on securitisations and other structured finance transactions (covering true sale, secured loan and synthetic structures across a broad range of asset classes), NPL transactions and restructurings in the capital markets sector (including bond restructurings and restructurings of securitisations and related assets). Another focus of his practice is the advice on bond transactions including Pfandbriefe, covered bonds, structured notes, hybrid and corporate bonds.
Stefan has also broad experience in advising on all related regulatory and insolvency law matters. He is a lecturer for capital markets law at the Institute for Law and Finance of the Goethe University Frankfurt.
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Arne
Dr Arne Klüwer
Partner, Head of Banking & Finance Germany and Structured Finance Europe, Banking & Finance
Dentons Europe LLP
Dr Arne Klüwer works as a Partner for Dentons. He heads the German banking and finance practice and the structured finance practice in continental Europe. He specialises in structured finance and restructurings with a special focus on securitisation and factoring, asset-based lending, innovative financings as well as loan trading transactions. This includes wide-ranging experience in the securitisation of receivables originating from all traditional as well as more exotic asset classes, including trade receivables, secured and unsecured loans with various maturity profiles, lease receivables, hereditary building rights, consumer loans and telephone receivables. A presently especially relevant experience is his experience acting for an arranger and investor in the context of the structuring over the workout to the insolvency and the effects on a transaction for the securitisation of solar lease receivables originating from long-rental contracts over privately operated solar power plant installations in transactions with granular portfolios across all of Germany.

In addition, he has a strong focus on advising lenders and creditors in workout situations and in the context of restructuring distressed debt. His doctorate focusses on a comparative legal analysis of the legal framework for securitisations in the USA and in Germany and is one of the first academic writings on the subject of securitisation in Germany.
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Barbara
Barbara Lauer
Partner,
Linklaters LLP
Barbara has specialised experience in debt capital markets products with a focus on asset-based structured finance, including, in particular, ESG transactions, project bonds, true sale and synthetic securitisation and other secured financing of various asset classes as well as derivatives. She is further specialised in portfolio and NPL transactions and their (re-) financing (in particular via structured finance solutions). Barbara is – as a former consumer litigator – an expert on German consumer credit law and leasing aspects.
She is rated as one of the most prominent female lawyers in IFLR1000 Women Leaders 2023, as one of the leading lawyers in the area of structured finance by JUVE 2023/24 and as one of the "Next Generation Partners" in Legal 500 Germany 2023 in the area of structured finance and securitisation. She is further listed as "Highly regarded" in IFLR1000 2023 in the field of structured finance and securitisation and Chambers Europe 2023 ranks her as one of the recommended lawyers for structured finance in Germany.
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