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

Tuesday, 18 July 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 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

Speaker

Tuesday, 18 July 2023

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.

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.

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.