Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“While we began looking at LexisNexis products primarily for cost saving, it quickly became more about customer service, ease of onboarding, ongoing training and breadth of resources available.”

Co-Op

Access all documents on Securitisation

Securitisation meaning

/sɪkjʊərɪtʌɪˈzeɪʃ(ə)n
What does Securitisation mean?
Securitisation is a financing technique that converts non‑tradable, income‑producing assets into tradable securities by pooling exposures and issuing notes backed by their cash flows. In practice, an originator sells receivables (for example, mortgages, consumer loans or trade receivables) to a bankruptcy‑remote special purpose vehicle (SPV/SSPE), which issues asset‑backed securities, usually in tranches (senior, mezzanine and junior). Alternatively, in a synthetic securitisation the credit risk is transferred by credit protection while assets remain on the originator’s balance sheet. Key legal features include: achieving a true sale or effective risk transfer; perfection/notification of assignments (assignation in Scotland); security and trust arrangements; servicing and cash‑flow waterfalls; credit enhancement; 5% risk retention; investor due diligence; prescribed transparency/reporting; and, where applicable, STS criteria. Usage is broadly consistent across England & Wales, Scotland and Northern Ireland, though transfer and security‑taking formalities differ (notably assignation requirements in Scots law). In Ireland, structures are similar, often using Section 110 SPVs for tax neutrality. For regulatory purposes, “securitisation” is defined in the UK Securitisation Regulations 2023 (with detailed FCA/PRA rules) and in the EU Securitisation Regulation (EU) 2017/2402 (applicable in Ireland). Common asset classes include RMBS, auto loans, credit cards, trade receivables and CLOs.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Checklists about Securitisation

CHECKLISTS
UK securitisation regime timeline (2024–2026): from assimilated EU Securitisation Regulation to FCA/PRA rules, key regulations and policy statements, STS capital treatment extension, and FSB reforms evaluation.

This timeline shows key developments relating to the UK securitisation regime from January 2024 onwards For earlier milestones, see EU and UK Securitisation Regulations—timeline [Archived]. On 1 November 2024, Assimilated Regulation (EU) 2017/2402 (the UK Securitisation Regulation) no longer applied in the UK, and new securitisation rules issued by the Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) came into effect. For insight into the revised UK framework, see Practice Note: The UK securitisation regime. 2026 17 February 2026 — PRA/FCA CP2/26 – Reforms to securitisation requirements; CP26/6: Rules for reforming the UK Securitisation Framework; Applying the FSMA 2000 model of regulation to the Capital Requirements Regulation The PRA and FCA have opened consultations on changes to the UK securitisation framework. The FCA suggests simplifying reporting, disclosure and due diligence obligations. The PRA intends to lessen firms’ compliance load by making the regime less prescriptive and adjusting the capital treatment of loans under the Mortgage Guarantee...

Read More Right Arrow
CHECKLISTS
EU and UK securitisation regimes: timeline (2015–2024) of STS, Brexit onshoring, RTS/ITS, CRR and EMIR changes, and forthcoming UK regime reform [Archived]

ARCHIVED This document is archived and no longer maintained. For more recent updates, see Checklists: UK securitisation regime-timeline and EU Securitisation Regulation-timeline. In September 2015, the European Commission unveiled the Action Plan for Capital Markets Union (the Plan). The Plan aims to integrate capital markets across the EU’s Member States, stimulate investment and support growth within the EU. It set out five principal steps to deliver a Capital Markets Union, including strengthening banks’ ability to lend, with a priority on reviving simple, transparent and standardised (STS) European securitisation. On 28 December 2017, Regulation (EU) 2017/2402 (the EU Securitisation Regulation) and the related Securitisation Prudential Regulation (EU) 2017/2401-amending the Capital Requirements Regulation (EU) 575/2013-were published in the Official Journal of the EU. These rules entered into force on 17 January 2018 and have applied directly across the EU from 1 January 2019. They cover securitisation transactions where the securities are entered into on or after that date, and any securitisation that creates new securitisation positions on or after...

Read More Right Arrow
CHECKLISTS
UK and EU STS securitisation regulatory criteria—checklist covering non-ABCP, ABCP, synthetic and homogeneity requirements [Archived]

ARCHIVED : This Checklist has been archived and is not maintained . STOP PRESS: From 1 November 2024, the UK’s new securitisation framework took effect, annulling and supplanting the onshored EU legislative regime. Although the UK rules broadly preserve the substance of the prior onshored EU approach, they part company in several notable respects, including scope, risk retention, transparency, due diligence and STS designation. For a side-by-side of the STS criteria under both frameworks, see Practice Note: UK and EU securitisation regimes—comparison. On 17 June 2025, the European Commission issued its long-anticipated review of the EU Securitisation Framework, together with an extensive legislative package proposing amendments to the EU Securitisation Regulation (Regulation (EU) 2017/2402), the EU Capital Requirements Regulation (Regulation (EU) No 575/2013), the EU Solvency II Delegated Regulation (Commission Delegated Regulation (EU) 2015/35) and the EU Liquidity Coverage Requirement Delegated Regulation (Commission Delegated Regulation (EU) 2015/61). Proposed changes to the EU Securitisation Regulation cover, among other matters, risk retention, due diligence, transparency, STS on-balance sheet securitisations and...

Read More Right Arrow

View the related News about Securitisation

NEWS
UK banking and finance weekly briefing: case law, lending and security, DCM and derivatives, regulatory and securitisation reforms, restructuring, AI and digital assets (Scotland), Basel III—28 November 2024

In this issue: Banking and Finance case round-up Lending Security Debt capital markets Derivatives Regulation for derivatives lawyers Securitisation and structured products Restructuring Technology in banking & finance transactions Regulation for banking lawyers Scotland Daily and weekly news alerts New and updated content Useful information Banking and Finance case round-up Banking & Finance—November 2024 case round-up For a summary of the cases we flagged in Banking & Finance during October 2024, refer to News Analysis: Banking & Finance—November 2024 case round-up. Lending Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch) The judgment addressed a High Court application for an administration order, heard in that court, and centred on two key points of interest: (i) whether the sole director’s resolution to seek an administration order was effective; and (ii) the effect of the sanctions regime. On the first question, the court examined the company’s unamended Model...

Read More Right Arrow
NEWS
Year-end banking and finance regulatory highlights: ESG, benchmarks, listing regime, FCA portfolio letters, derivatives, MiCAR cryptoassets, AI, securitisation and moveable transactions—19 December 2024

In this issue: Sustainable finance and ESG weekly round-up Moveable Transactions (Scotland) Act 2023 Football Governance Bill LIBOR and benchmarks Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Technology in banking & finance transactions Structured products and securitisation Regulation for banking lawyers Banking & Finance Highlights 2024/2025 Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG weekly round-up For this week’s coverage of Sustainable finance and ESG developments, please see: Sustainable finance and ESG weekly round–up—19 December 2024. Moveable Transactions (Scotland) Act 2023 Moveable Transactions (Scotland) Act 2023 (Commencement) Regulations 2024 SSI 2024/378: From 1 April 2025, the outstanding provisions of the Moveable Transactions (Scotland) Act 2023 (the Act) will come into effect. See: LNB News 17/12/2024 9. Moveable Transactions (Forms) (Scotland) Regulations 2024 SSI 2024/379: These prescribe the forms to be used for the purposes set out...

Read More Right Arrow
NEWS
UKUT: CTA 2009 s 327 (loan relationships) disallows Spens compensatory premium; unamortised discount/issue costs referable post-migration; penalty deductible - UK Care No 1 v HMRC

UK Care No 1 Ltd v HMRC [2026] UKUT 90 (TCC) The appellant, UKC1, was a Guernsey-incorporated company. It served as the issuer of loan notes within a securitisation structure for the BUPA group. Those notes were placed at a discount and incurred transaction expenses. UKC1 recognised the obligation on an amortised cost basis. That accounting treatment reflected the discounted issue price and the associated fees borne at issue time. (CTA 2009, s 327 is inapplicable where fair value accounting is adopted.) In 2016—when BUPA intended to dispose of certain care homes included in the collateral package—BUPA acquired UKC1 and it became resident for UK tax. UKC1 subsequently bought back the loan notes. The terms for early repayment were set by a ‘Spens’ (or ‘make whole’) provision, which required payment of whichever was greater: the principal sum, or the present value of future cash flows, discounted by reference to a named gilt...

Read More Right Arrow

View the related Practice Notes about Securitisation

PRACTICE NOTES
UK Prudential Regulation Authority supervisory intervention and enforcement: statutory notices, decision-making committees (including EDMC), hearings and Upper Tribunal references under FSMA 2000, and securitisation enforcement powers

This Practice Note This Practice Note sets out how the Prudential Regulation Authority (PRA) conducts its formal administrative procedures under the Financial Services and Markets Act 2000 (FSMA 2000), with particular emphasis on Part XXVI (Notices), alongside the PRA’s statements of policy and procedure for reaching decisions... Outcomes may involve supervisory steps—such as varying or imposing requirements—or formal enforcement, including a public censure or a financial penalty, directed at PRA‑authorised firms or individuals... It explains the PRA’s decision‑making routes for issuing statutory notices under FSMA 2000, namely: Supervisory Notices Warning Notices Decision Notices Final Notices Notices of Discontinuance The Note also sets out how subjects can make representations, including orally, at a hearing before PRA decision‑making bodies such as the Supervision, Risk and Policy Committee (SRPC) or the Enforcement Decision Making Committee (EDMC)... The Securitisation Regulation 2024 (SI 2024/102) broadened the PRA’s enforcement remit to cover firms engaged in securitisation that are not PRA‑authorised. Under the...

Read More Right Arrow
PRACTICE NOTES
Microfinance for lawyers: legal, regulatory and transactional overview of products, providers, investments, documentation, Shari'ah compliance, securitisation, governance, technology and global trends

What is microfinance? The Consultative Group to Assist the Poor (CGAP) describes ‘microfinance’ as the provision of loans, savings and other basic financial services to the poor. Stakeholders interpret microfinance through their own lenses and thus tend to define it accordingly. Governments regard it as social protection. Donors emphasise its capacity to achieve poverty reduction. Commercial insurers see a pathway to large under-served markets. Analysts use it to spotlight the scale of the ‘bottom of the pyramid’. Academics consider it a crucial financial service for sustainable economic growth. These views broadly mirror those for conventional insurance, except for the clearly specified target group: low-income people. Put simply, microfinance is a collection of practices created to widen access to financial services (including loans, savings products, insurance and remittance services) for low-income clients. Typically, these clients are drawn from the poor populations deemed ‘unbankable or uncreditworthy by commercial banks’, for whom traditional sources of finance—lending in particular—are unavailable. Taken together, these...

Read More Right Arrow
PRACTICE NOTES
Practitioner's guide to repo and the English law GMRA: title transfer, recharacterisation, margining, defaults, close-out netting, clearing, and FCAR/SFTR compliance

What is repo? A repo, the market shorthand for a 'repurchase transaction', is an arrangement whereby one party (the seller) sells an asset to another (the buyer) with a simultaneous contractual undertaking that the seller will repurchase the asset from the buyer on a future date for a specified price agreed between both parties in advance. Any asset capable of being transferred from one person to another may, in principle, be the subject of a repo transaction. The assets most commonly used in repos are debt securities (bonds), equity securities (shares) and other financial assets, including loans and commodities. However, commodity repos can raise distinctive documentary, structural and legal issues, which are not addressed in this Practice Note. For guidance on commodity repos, see Practice Note: Commodity repo transactions and true sale considerations...

Read More Right Arrow

View the related Precedents about Securitisation

PRECEDENTS
UK RMBS securitisation signing and closing memorandum precedent: timetable, conditions precedent, funds flow and post-closing checklist

Signing and Closing Memorandum A Signing and Closing Memorandum is necessary to support the seamless completion of a sophisticated deal. This precedent signing and closing memorandum outlines the actions to be taken to complete a residential mortgage-backed securities ( RMBS ) transaction at closing. Further documents or actions might be needed, subject to the particular transaction...

Read More Right Arrow
PRECEDENTS
Precedent CMBS Signing and Closing Memorandum: Timetable, Conditions Precedent, Listing and Post-Closing Filings, with Specimen Certificates and Letters

Signing and Closing Memorandum A Signing and Closing Memorandum is needed to facilitate the orderly completion of a complex deal. This template signing and closing memorandum outlines actions to be undertaken to finalise a commercial mortgage-backed securities (CMBS) transaction. Further documents or actions might be necessary, subject to the particulars of the transaction in some cases...

Read More Right Arrow