On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and...more
CLOs that rely on Rule 3a-7 are exempt from several regulatory regimes that apply to traditional CLOs that rely on Section 3(c)(7) -
These CLOs are structured similarly to Section 3(c)(7) CLOs, but are subject to...more
The National Association of Insurance Commissioners (“NAIC”) recently concluded its summer meeting, which took place from August 12 to 16, 2023. The Valuation of Securities (E) Task Force (the “VOS Task Force”) and other...more
With the turbulent macroeconomic climate, we have seen increased growth over the past couple of years in alternative private credit financing structures. In particular, there has been an upswing in private, bespoke...more
After a decade of regulatory inaction on the matter, the SEC recently re-proposed regulations implementing the Dodd-Frank Act’s prohibition on material conflicts of interest in securitization transactions.
The proposed...more
In 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) surprised the industry when it issued an interpretation stating that fixed income securities (including asset-backed securities) fall...more
12/2/2022
/ American Bar Association (ABA) ,
Asset-Backed Securities ,
Broker-Dealer ,
Compliance ,
Credit Enhancements ,
CREFC ,
Institutional Investors ,
No-Action Requests ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SIFMA
Over the past several years as Collateralized Loan Obligations (“CLOs”) reached new and dizzying heights in issuance volume, CFOs have been quietly, and under the radar, gaining market acceptance and momentum among asset...more
9/15/2022
/ Asset-Based Lending ,
Cayman Islands ,
CFOs ,
Collateralized Fund Obligation (CFO) ,
Confidentiality Agreements ,
Default ,
Disclosure Requirements ,
Interest Payments ,
International Tax Issues ,
Investment ,
Investors ,
Limited Partnership Agreements ,
Liquidity ,
NAIC ,
Non-Disclosure Agreement ,
Pooled Investment Vehicles ,
Private Equity Funds ,
Rating Agencies ,
Risk Retention ,
Secondary Markets ,
Side Letters ,
Subscription Services
In September and October 2020, the U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) is administering its next mandatory Benchmark Survey of Financial Services Transactions between U.S. Financial Services...more
10/14/2020
/ Asset Management ,
Banks ,
BE-180 ,
BEA ,
Benchmarks ,
Broker-Dealer ,
Collateralized Loan Obligations ,
Cross-Border Transactions ,
Data Collection ,
Financial Services Industry ,
Fund Managers ,
Surveys
The Fed throws a bone to the CLO market by reducing the non-call period from three years to one year, but this small victory will likely have little impact given the numerous obstacles which remain unaddressed....more
Although the loan industry has long looked at loans as being obligations that arise in a commercial lending relationship, which are therefore not securities under Federal and state securities laws, the law supporting this...more
6/2/2020
/ Blue Sky Laws ,
Collateralized Loan Obligations ,
Coronavirus/COVID-19 ,
Debt Securities ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Lenders ,
Loans ,
Reves Test ,
Secured Notes ,
Securities ,
Securities Act of 1933 ,
Securities Exchange Act ,
Syndicated Loans
The Fed releases more specifics and a start date for its Term Asset Backed Loan Facility (TALF) program, but overall the picture which emerges makes it less likely that the program will facilitate the flow of credit to US...more
On May 20, 2020, the Federal Reserve Board of Governors (the “Fed”) and the Federal Reserve Bank of New York (the “FRBNY”) announced the first subscription date of June 17, 2020 for funding under the Term Asset-Backed...more
5/28/2020
/ Asset-Backed Securities ,
Borrowers ,
Capital Distributions ,
Certification Requirements ,
Collateral ,
Coronavirus/COVID-19 ,
Federal Loans ,
Federal Reserve ,
FRBNY ,
Issuer Eligibility Criteria ,
Master Loan and Security Agreement (MLSA) ,
Sponsors ,
Stock Repurchases ,
Term Asset-Backed Securities Loan Facility (TALF) ,
Term Sheets
As revised, TALF may provide a safety net in the event of catastrophic CLO market conditions but is not likely to meet the goal of reviving the corporate loan market
Introduction -
On May 12, 2020, the Federal Reserve...more
On May 12, 2020, the Federal Reserve Board of Governors (the “Fed”) and the Federal Reserve Bank of New York (the “FRBNY”) released an updated term sheet (the “New Term Sheet”) and Frequently Asked Questions (the “TALF FAQs”)...more
Mark Twain is often misquoted as saying "History never repeats itself, but it often rhymes." Whoever said them, these words certainly come to mind in the current economic crisis brought about by the COVID-19 pandemic....more
5/2/2020
/ Borrowers ,
CLO Indenture ,
Collateralized Loan Obligations ,
Coronavirus/COVID-19 ,
Default ,
Distressed Debt ,
Equity Securities ,
Financial Crisis ,
Insolvency ,
Lenders ,
Market Participants ,
Trading Restrictions
No Good News, but No Bad News Either -
On 16 October 2019 the European Commission (EC) adopted a delegated regulation supplementing Regulation (EU) 2017/2402 (the Securitisation Regulation) and setting out the final...more
10/31/2019
/ Collateralized Loan Obligations ,
Disclosure ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Final Rules ,
Investors ,
Market Participants ,
Originators ,
Regulatory Standards ,
Securitization ,
Securitization Standards ,
Special Purpose Entities ,
Sponsors ,
Technical Standards ,
Transparency
The new Japanese Risk Retention Rules will lead to increased loan and collateral manager due diligence by Japanese investors but not wholesale changes to the CLO market.
Background -
On March 15, 2019, the Japanese...more
On December 28, 2018, the Japanese Financial Services Agency (the “JFSA”) published a number of notices detailing proposed changes in the regulatory capital requirements applicable to Japanese banks and certain other...more
Late on Tuesday evening, 18 December 2018, the EU Commission posted online its letter to the European Securities and Markets Authority (ESMA) on the data disclosure proposals contained in the regulatory technical standards...more
In an eagerly anticipated (and much speculated upon) decision, a three judge panel of the United States Court of Appeals for the District of Columbia Circuit (“DC Circuit Court”) issued a unanimous opinion on Friday, February...more
2/23/2018
/ Appeals ,
Asset-Backed Securities ,
Collateralized Loan Obligations ,
Dodd-Frank ,
Final Rules ,
Fund Managers ,
Lack of Authority ,
Loan Syndication and Trading Association (LSTA) ,
Reversal ,
Risk Retention ,
Vacated
The staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued an interpretive letter (the “Interpretive Letter”) to Sancus Capital Management LP and its affiliates (“Sancus...more
Over the last year and a half, asset managers of collateralized loan obligations (“CLO Managers”) have been focused on developing various strategies to enable them to comply with the retention requirements of the final U.S....more
8/17/2016
/ Affiliates ,
Asset-Backed Securities ,
Capital Raising ,
Collateralized Loan Obligations ,
Disclosure Requirements ,
GAAP ,
Investor Protection ,
Residual Interest ,
Risk Retention ,
Safe Harbors ,
Securitization ,
Valuation
After many ups and downs, one might have thought that EU risk retention was done and dusted, but it looks like there may be a few more twists and turns.
On 6 June 2016, the draft Legislative Resolution from the...more
The European Commission published a draft regulation on a European framework for simple, transparent and standardised securitisation on 30 September 2015 (the “Draft Regulation”). The Draft Regulation aims to achieve a better...more
10/8/2015
/ Capital Requirements ,
Collateralized Loan Obligations ,
Commercial Loans ,
Disclosure Requirements ,
Draft Guidance ,
Due Diligence ,
EU ,
Investors ,
Lenders ,
Originators ,
Risk Retention ,
Sanctions ,
Securitization ,
Securitization Standards
Following Dechert’s Legal Update published on 14 September 2015, we have had sight of an updated draft of the proposed EU legislation on securitisations. The updated draft shows signs that regulators have taken on board some...more