Cuatrecasas has advised Banco Santander on the first public full-stack RMBS securitisation (with deconsolidation) carried out in Spain, structured through a securitisation fund registered with the CNMV, with the notes admitted to trading on AIAF and settled through Iberclear. The underlying assets of the fund, “F.T. Santander Residential 1,” consist of a €775 million portfolio of Spanish residential mortgage loans.
The transaction represents a milestone for the Spanish market, opening up a new route for risk management and balance sheet optimisation through a structured sale with notes listed on a regulated market. The structure allows for the use of a single local special purpose vehicle (SPV), instead of the two typically required, simplifying the execution of this type of transaction and eliminating the complexity inherent in multijurisdictional structures.
One of the legal innovations of the transaction was the incorporation of an instrument equivalent to residual certificates, commonly used in other jurisdictions to capture the excess spread of the transaction. This equivalence was achieved through two subordinated classes that were legally designed to produce an economic effect similar to that of such certificates.
The prospectus was registered with the CNMV in accordance with applicable regulations, and the notes issued by the fund were admitted to trading on the AIAF fixed-income market operated by Bolsas y Mercados Españoles (BME).
“This securitisation is the first of its kind in Spain, demonstrating the country’s real ability to structure innovative transactions that allow banks to explore efficient deconsolidation structures,” said Jaime de la Torre, the lawyer who led the transaction, together with Jaime J. Rodríguez Lozano, Cristina Leach and Álvaro Heras, all from the Financial / Capital Markets group. The team was also supported by Estefanía Portillo and Guillermo Solís from Litigation, and Fernando Remón, Rebeca Rodríguez and Javier Calle from Financial Tax.
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