SWEDEN Law and Practice Contributed by: Albert Wållgren, Henrik Ossborn and Lionardo Ojeda, Advokatfirman Vinge KB
2.4 Underwriters and Placement Agents Underwriters and placement agents, sometimes referred to as managers and/or arrangers, are usually not engaged or involved in Swedish law- governed securitisation transactions. Instead, transactions are usually managed directly between the originator, issuer and lender, with the latter often being a financial institution (eg, a major bank or asset manager). Consequently, book-building processes and similar steps are uncommon on the Swedish market. 2.5 Servicers The role of the servicer is to service the trans - ferred receivables and thus to function as the main point of contact for the debtors under the securitised receivables. The servicer is usually the originator/seller of the receivables. 2.6 Investors Investors are usually: • major national or international banks; • asset managers; • debt funds; or • other credit institutions. 2.7 Bond/Note Trustees Bond/note trustees are not required, but is com - mon for the bondholders/noteholders to appoint an agent that represents them in relation to the issuer, and which acts as a middleman for facilitating dealings and information between the issuer and the bondholders/noteholders. If bond/note trustees are not used, this is typically because there is only one bondholder/notehold - er of each class; though in rare instances where there are only a few bondholders/noteholders, such holders can also choose to act and exer - cise rights through unilateral or majority deci - sions.
2.8 Security Trustees/Agents Swedish law does not recognise the concept of a trust or trustees. However, it is common for a third party or, for example, an affiliate of a bank to act as a “security agent” in relation to the security granted for the benefit of the secured parties. The role of the security agent is to hold and administrate the security. 3. Documentation 3.1 Bankruptcy-Remote Transfer of Financial Assets In order to achieve bankruptcy-remote transfers under a Swedish securitisation, two agreements are usually used: • an RPA, sometimes referred to as a loan- purchase agreement, which is entered into between the originator as seller, the issuer as purchaser and the security agent; and • a servicing agreement, which is entered into between the originator as servicer, the issuer and the security agent. Core Provisions of the RPA The RPA sets out the details for the sale and purchase of the receivables to be securitised. For example, it contains provisions about: • the purchase price; • the actions to perfect the transfer; • lack of recourse; and • if applicable, terms for the repurchase of transferred receivables by the originator. The RPA usually also contains certain origina - tor warranties and asset warranties made by the originator. The originator warranties are similar to standardised representations made by an
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