True Sale International: TSI Training: Legal & Documentation in Securitisation

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

Thursday, 22 February 2024

8.45 – 9.00	Registration
9.00 – 9.15	Welcome by TSI and introduction Jan-Peter Hülbert
9.15 – 10.25	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
10.25 - 10.45	Coffee Break
10.45 – 11.30	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
11.30 – 12.45	Prospectus Directive & Offering Circular Sebastian Oebels, Hogan Lovells Prospectus directive – when and why do you need an OC Content and structure of the OC
12.45 – 14.15	Lunch Break
14.15 – 15.30	Lease Receivables – Legal peculiarities Dr Martin Geiger, HengelerMueller Particular issues to consider in lease receivables Information on ESG and sustainability Key legal concepts in major jurisdictions
15.30 – 15.50	Coffee Break
15.50 – 17.00	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
17.00 – 17.45	Synthetic Balance Sheet Securitisation Dr Stefan Henkelmann, Allen & Overy Overview of structures and features Synthetic Excess Spread, Credit Events, Reporting Investor involvement in structuring process EIF/EIB program
from 17.45	Get Together

Speaker

Thursday, 22 February 2024

Sebastian Oebels advises national and international companies on German and international securitisations and other structured finance transactions. He focuses on all legal aspects of debt capital markets products including asset backed securitisations (STS and non-STS) as well as debt issuance programmes. In particular, Sebastian has gathered wide experience in advising banks, issuers and originators on auto loans/leases and trade receivables securitisations. Sebastian studied law at the University of Frankfurt am Main and works in the structured finance practice since 2015.

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.

Dr Martin Geiger, 45, is a partner in HENGELER MUELLER‘s banking, capital markets and finance group in London and Frankfurt. He is active in the area of structured finance, real estate related transactions, securitisations of assets originated by corporates and credit derivatives. Mr. Geiger is fluent in English and Swedish.
Recent transactions include:
• GMEF 2012-1 lease receivables securitisation of IKB Leasing, • Sale of large US, Canadian, Australian and UK trade receivables portfolios, • Securitisation of UK mail order receivables, • Securitisation of French lease receivables, • numerous transactions under ABCP-Conduit programmes (including regulatory advice thereto) and •Restructuring / refinancing of several large real estate loans.

Dr Stefan Henkelmann 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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Dr Arne Klüwer works as a Partner for Dentons Europe LLP. 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. 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.

Barbara Lauer is managing associate at Linklaters LLP. She is specialised in asset based structured finance, including (in particular) true sale securitisations of various asset classes, structured covered bonds, project bonds, other secured financings of various asset classes as well as derivatives. She provides for an in-depth expertise a trade receivables securitisations via Conduits and further experience in investment law and credit law. Barbara Lauer regularly advises on portfolio sale transactions of performing and non-performing assets.