SWEDEN Law and Practice Contributed by: Albert Wållgren, Henrik Ossborn and Lionardo Ojeda, Advokatfirman Vinge KB
Advokatfirman Vinge KB Advokatfirman Vinge KB Smålandsgatan 20 Box 1703 111 87 Stockholm Sweden Tel: +46 010 614 3000 Email: contact@vinge.se Web: www.vinge.se
1. Specific Financial Asset Types 1.1 Common Financial Assets The most common types of financial assets securitised in Sweden are: • loan receivables (eg, consumer, SME, mort - gage or auto loans); • lease receivables (eg, auto leases); and • trade receivables. 1.2 Structures Relating to Financial Assets The usual transaction structure in a Swedish securitisation, for each of the financial asset types set out in 1.1 Common Financial Assets , involves: • an originator; • one or several investors (lenders); and • certain specified third parties (including a cash manager, a back-up servicer and an account bank). • a servicer; • an issuer; The originator, which is normally also the servic - er of the receivables post-transfer to the issuer, transfers the underlying assets to the issuer.
As outlined in 6.1 Insolvency Laws , 6.2 SPEs and 6.4 Construction of Bankruptcy-Remote Transactions , the issuer is a newly established bankruptcy-remote SPE. The transfer and the servicing agreement are structured to ensure a true sale of and security over the underlying assets. The purchase of assets in accordance with the receivables-purchase agreement (RPA), as fur - ther outlined in 3.1 Bankruptcy-Remote Trans- fer of Financial Assets , is made based on certain eligibility criteria and financed by the investors pursuant to a facilities agreement. The inves - tors are usually major national or international banks, asset managers, debt funds or other credit institutions. In addition to the senior and junior investors, the originator retains a material net economic interest in the securitisation of at least 5%, in accordance with the Securitisation Regulation (see 4.1 Specific Disclosure Law or Regulations ), by making a subordinated facility available to the issuer. In order to maintain the independence of the securitisation structure in relation to the potential bankruptcy of the originator, a back-up servicer is engaged. In the event of the originator’s bank - ruptcy or the issuer’s termination of the appoint -
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