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The International Comparative Legal Guide to: Securitisation 2013 General Chapters: 1 Documenting Securitisations in Leveraged Finance Transactions – Dan Maze & James Burnett, Latham & Watkins LLP 1 2 CLOs: An Expanding Platform – Craig Stein & Paul N. Watterson, Jr., Schulte Roth & Zabel LLP 7 3 US Taxation of Non-US Investors in Securitisation Transactions – David Z. Nirenberg, Ashurst LLP 12 Contributing Editor 4 Debt Trading: A Practical Guide for Buyers and Sellers – Paul Severs & Lucy Oddy, Berwin Leighton Paisner LLP 24 5 Cliffhanger: The CMBS Refinancing Challenge – Stuart Axford & Colin Tan, Kaye Scholer LLP 30 Mark Nicolaides, Latham & Watkins LLP Country Question and Answer Chapters: Account Managers 6 Argentina Estudio Beccar Varela: Damián F. Beccar Varela & Roberto A. Fortunati 34 Beth Bassett, Dror Levy, Maria Lopez, Florjan 7 Australia King & Wood Mallesons: Anne-Marie Neagle & Ian Edmonds-Wilson 44 Osmani, Oliver Smith, Rory Smith 8 Austria Fellner Wratzfeld & Partners: Markus Fellner 54 Sales Support Manager 9 Brazil Levy & Salomão Advogados: Ana Cecília Giorgi Manente & Fernando Toni Wyatt de Azevedo Peraçoli 63 Sub Editor Beatriz Arroyo 10 Canada Torys LLP: Michael Feldman & Jim Hong 73 Fiona Canning 11 Chile Bofill Mir & Álvarez Jana Abogados: Octavio Bofill Genzsch & Editor Daniela Buscaglia Llanos 83 Suzie Kidd 12 China King & Wood Mallesons: Roy Zhang & Ma Feng 92 Senior Editor Penny Smale 13 Czech Republic TGC Corporate Lawyers: Jana Střížová & Andrea Majerčíková 104 Group Consulting Editor 14 Denmark Accura Advokatpartnerselskab: Kim Toftgaard & Christian Sahlertz 113 Alan Falach Group Publisher 15 England & Wales Weil, Gotshal & Manges: Rupert Wall & Jacky Kelly 123 Richard Firth 16 France Freshfields Bruckhaus Deringer LLP: Hervé Touraine & Laureen Gauriot 135 Published by Global Legal Group Ltd. 17 Germany Cleary Gottlieb Steen & Hamilton LLP: Werner Meier & Michael Kern 146 59 Tanner Street London SE1 3PL, UK 18 Greece KG Law Firm: Christina Papanikolopoulou & Athina Diamanti 160 Tel: +44 20 7367 0720 Fax: +44 20 7407 5255 19 Hong Kong King & Wood Mallesons: Paul McBride & Michael Capsalis 169 Email: [email protected] URL: www.glgroup.co.uk 20 India Dave & Girish & Co.: Mona Bhide 180 GLG Cover Design 21 Ireland A&L Goodbody: Peter Walker & Jack Sheehy 190 F&F Studio Design 22 Israel Caspi & Co.: Norman Menachem Feder & Oded Bejarano 201 GLG Cover Image Source iStock Photo 23 Italy Chiomenti Studio Legale: Francesco Ago & Gregorio Consoli 211 Printed by 24 Japan Nishimura & Asahi: Hajime Ueno 221 Ashford Colour Press Ltd. April 2013 25 Luxembourg Bonn & Schmitt: Alex Schmitt & Andreas Heinzmann 234 Copyright © 2013 26 Mexico Cervantes Sainz, S.C.: Diego Martínez Rueda-Chapital 245 Global Legal Group Ltd. All rights reserved 27 Morocco Benzakour Law Firm: Rachid Benzakour 254 No photocopying 28 Netherlands Loyens & Loeff N.V.: Mariëtte van 't Westeinde & Jan Bart Schober 262 ISBN 978-1-908070-58-6 ISSN 1745-7661 29 Norway Advokatfirmaet Thommessen AS: Berit Stokke & Sigve Braaten 275 Strategic Partners 30 Panama Patton, Moreno & Asvat: Ivette Elisa Martínez Saenz & Ana Isabel Díaz Vallejo 284 31 Poland TGC Corporate Lawyers: Marcin Gruszko & Grzegorz Witczak 294 32 Portugal Vieira de Almeida & Associados: Paula Gomes Freire & Benedita Aires 304 33 Saudi Arabia King & Spalding LLP: Nabil A. Issa 316 34 Scotland Brodies LLP: Bruce Stephen & Marion MacInnes 324 35 Slovakia TGC Corporate Lawyers: Kristína Drábiková & Soňa Pindešová 333 Continued Overleaf Further copies of this book and others in the series can be ordered from the publisher. Please call +44 20 7367 0720 Disclaimer This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations. www.ICLG.co.uk The International Comparative Legal Guide to: Securitisation 2013 Country Question and Answer Chapters: 36 Spain Uría Menéndez Abogados, S.L.P.: Ramiro Rivera Romero & Jorge Martín Sainz 342 37 Switzerland Pestalozzi Attorneys at Law Ltd: Oliver Widmer & Urs Klöti 356 38 Taiwan Lee and Li, Attorneys-at-Law: Hsin-Lan Hsu & Mark Yu 368 39 Trinidad & Tobago J.D. Sellier + Co.: William David Clarke & Donna-Marie Johnson 379 40 UAE King & Spalding LLP: Rizwan H. Kanji 389 41 USA Latham & Watkins LLP: Lawrence Safran & Kevin T. Fingeret 397 EDITORIAL Welcome to the sixth edition of The International Comparative Legal Guide to: Securitisation. This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of securitisation. It is divided into two main sections: Five general chapters. These are designed to provide readers with a comprehensive overview of key securitisation issues, particularly from the perspective of a multi-jurisdictional transaction. Country question and answer chapters. These provide a broad overview of common issues in securitisation laws and regulations in 36 jurisdictions. All chapters are written by leading securitisation lawyers and industry specialists and we are extremely grateful for their excellent contributions. Special thanks are reserved for the contributing editor, Mark Nicolaides of Latham & Watkins LLP, for his invaluable assistance. Global Legal Group hopes that you find this guide practical and interesting. The International Comparative Legal Guide series is also available online at www.iclg.co.uk. Alan Falach LL.M. Group Consulting Editor Global Legal Group [email protected] Chapter 1 Documenting Securitisations in Leveraged Finance Dan Maze Transactions Latham & Watkins LLP James Burnett Introduction receivables. ABL transactions, although popular, have the drawback of exposing ABL lenders to all of the risks of the Including a receivables securitisation tranche when financing (and borrowing company’s business – risks which may lead to the refinancing) highly leveraged businesses that generate trade company’s insolvency and (at least) delays in repayment of the receivables has become popular for several reasons. First and ABL lenders. foremost, securitisation financings can generally be obtained at a An alternative form of receivables financing, discussed below, is a much lower overall cost to the corporate group. Second, “securitisation” of the receivables. A securitisation involves the securitisation financings typically do not impose as extensive a outright sale of receivables by a company to a special purpose package of operational restrictions on the group compared with vehicle (SPV), usually a company but also possibly a partnership or those found in leveraged finance facility agreements. Finally, many other legal entity. The purchase price of receivables will generally companies engaged in securitisation transactions claim that it helps equal the face amount of the receivables minus, in most cases, a them improve the efficiency of their underlying business by small discount to cover expected losses on the purchased focussing management attention on the actual performance of receivables and financing and other costs of the SPV. The purchase customer relationships (e.g. invoice payment speed and volume of price will typically be paid in two parts: a non-refundable cash post-sale adjustments). component paid at the time of purchase with financing provided to In leveraged finance facility agreements and high yield bond the SPV by senior lenders or commercial paper investors, and a indentures, affirmative and negative covenants restrict the deferred component payable out of collections on the receivables. operations of the borrower/issuer and all or certain of its significant In some jurisdictions the deferred component may need to be paid (i.e. “restricted”) subsidiaries in a complex and wide-ranging up front (e.g. to accomplish a “true sale” under local law), in which manner. This chapter discusses the manner in which such case the SPV must incur subordinated financing, usually from a covenants would need to be modified in order for a borrower/issuer member of the selling company’s group, to finance that portion of to be able to enter into a receivables securitisation without needing the purchase price. The SPV will grant security over the to obtain specific lender or bondholder consent (which is often a receivables it acquires and all of its other assets to secure repayment costly and challenging process). Although this chapter describes of the financing incurred by it to fund receivables purchases. one set of modifications, there are, of course, various means of The SPV will be structured to have no activities and no liabilities other achieving the same objectives and the transaction documentation than what is incidental to owning and distributing the proceeds of must be analysed carefully in each case to determine what exactly collections of the receivables. The SPV will have no employees or is required. This chapter also discusses some of the key negotiating offices of its own; instead, the SPV will outsource all of its activities to issues involved in negotiating and documenting such covenant third parties pursuant to contracts in which the third parties agree not modifications. to make claims
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