USA Law and Practice Contributed by: Bjorn Bjerke, Corey Reis and Joshua Kopel, A&O Shearman
A&O Shearman 599 Lexington Avenue New York NY 10022-6069 USA
Tel: +1 212 848 4000 Fax: +1 646 848 4607 Email: bjorn.bjerke@aoshearman.com Web: www.aoshearman.com
1. Specific Financial Asset Types 1.1 Common Financial Assets According to data provided by the Securities Industry and Financial Markets Association (SIFMA), the most commonly securitised finan - cial assets are: • agency MBSs; • auto; • commercial loans; • non-agency residential mortgages; • commercial mortgage loans; • equipment leases; • credit cards; and • student loans. 1.2 Structures Relating to Financial Assets Common structures used for the various types of securities previously outlined (see 1.1 Common Financial Assets ) include the following. Pass-Through Securitisations These are used in agency-guaranteed securiti - sation and are described in more detail in 4.12 Participation of Government-Sponsored Enti- ties.
Double Special Purpose Entity (SPE) Structures
In this structure, one SPE acts as the depositor (typically structured as a limited liability compa - ny – LLC) and the other SPE is the issuer (typi - cally structured as a trust). It is typically used for retail auto loans, equipment leases, student loans, consumer loans and a number of other asset classes. The issuer trust will typically issue notes to investors and trust certificate(s) to the depositor. To the extent that such securitisations are reg - istered, they must comply with the Reg, AB II requirements described in 4.1 Specific Disclo - sure Laws or Regulations , and otherwise the general disclosure requirements described in 4.2 General Disclosure Laws or Regulations apply. Student loans originated under the Federal Fam - ily Education Loan Program (FFELP) benefit from a government guarantee and securitisations of such loans will therefore have a reduced risk retention requirement of between 0% and 3%, depending on the level of the guarantee. Titling Trust Structures This structure is typically used in auto lease securitisations and other lease transactions
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