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
Registration
Welcome and introduction by TSI
Jan-Peter Hülbert
Structuring a True Sale ABS Transaction
Barbara Lauer, Linklaters
- Overview of different documents and Parties involved
- Structuring process from A to Z, starting with a term sheet to signing and closing
- Negotiations and drafting the transaction documentation
Coffee break
SSPE Securitisation Special Purpose Vehicles
Dr. Martin Freytag, GSK STOCKMANN
- Jurisdictions to choose
- Insolvency remoteness, non petition and limited recourse
- Setting up, running and winding down an SSPE
Prospectus Regulation & Offering Circular
Sebastian Oebels, Hogan Lovells
- Prospectus regulation – when and why do you need an OC
- Content and structure of the OC
Lunch Break
Lease Receivables – Legal peculiarities
Dr Martin M. Geiger, HengelerMueller
- Particular issues to consider in lease receivables
- Information on ESG and sustainability
- Key legal concepts in major jurisdictions
Coffee break
Trade Receivables – Legal Opinion and Documentation
Dr Arne Klüwer, Dentons
- Legal Opinions in ABS transactions: addressees and scope
- Specific features of trade receivables securitisations
- Multi-jurisdictional transactions and legal opinions
- Role and relevance of assumptions and qualifications
Synthetic Balance Sheet Securitisation
N.N.
- Overview of structures and features
- Synthetic Excess Spread, Credit Events, Reporting
- Investor involvement in structuring process
- EIF/EIB program
Get Together
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.
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.
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.