Private Equity Securitization: Make a Stake Bankable and Transferable.

Private equity securitization turns an unlisted equity position into a transferable security. MTCM puts the stake into one ring-fenced compartment of a Luxembourg SPV it operates, and the compartment issues a note with its own ISIN, so the exposure can live in custody instead of on a shareholders’ register.

Unlisted equity is hard to book, hard to transfer and hard to value on a client statement. MTCM opens a compartment in one of its six Luxembourg SPVs, ring-fenced from every other deal, moves the position into it, and that compartment issues a note under its own ISIN. The exposure becomes a security a private bank can custody, a wealth manager can allocate and an investor can transfer, without changing who controls the underlying company. Every compartment is bankruptcy remote in both directions, so the position is insulated from the originator’s insolvency and the originator from a default inside the compartment. GSK Stockmann advises on the legal framework of the platform. PwC and Atwell act as auditors.

Own ISIN

Held in custody, transferred or listed like any other security.

Ring-fenced

Segregated by law from every other transaction on the platform.

Bankruptcy remote

Protection runs in both directions.

Off-balance sheet

The exposure leaves the originator’s balance sheet.

What Can Be Structured?

Direct Company Stakes

Minority or majority positions in a single unlisted operating company.

Co-Investment Positions

Side-by-side positions alongside a lead sponsor in a specific deal.

Joint Venture Interests

Contractual and equity interests in a defined joint venture.

Fund Participations

Limited partner interests in private equity funds, held through the compartment.

Growth and Venture Positions

Stakes in earlier-stage companies, structured with a defined exit horizon.

Buyout Structures

Equity and shareholder debt in a buyout, structured as one instrument.

Secondaries

Positions acquired from an existing holder seeking an exit before the fund’s term ends.

Fractionalised Positions

A single large position divided into notes of a size the intended investors can take.

Convertible and Hybrid Instruments

Shareholder loans, preferred equity and convertibles structured alongside the stake.

Management Participation

Sweet equity and incentive structures held separately from the main position.

Frequently Asked Questions.

What is private equity securitization?

Private equity securitization turns an unlisted equity position into a transferable security. The stake goes into a ring-fenced compartment of a Luxembourg SPV; the note issued against it has its own ISIN, so the exposure can be held in custody and transferred like any other security.

No. MTCM is a securitization boutique, not a fund, an asset manager or an investment adviser, and does not manage third-party capital. MTCM structures and administers the compartment. Decisions about the underlying company stay with the originator and the existing shareholders.

Yes. The compartment can issue notes in denominations sized for the intended investor base, so a position that is too large for one holder can be taken by several. The underlying company’s share register is unaffected.

Proceeds from the sale reach the compartment, the note is redeemed according to its terms, and the compartment is closed. The exit mechanics are set when the compartment is structured, not renegotiated at the point of exit.

A fund gathers capital under a discretionary mandate and issues units. A securitization compartment holds a defined position and issues a note under the Luxembourg Securitization Law of 22 March 2004. There is no blind commitment and no discretionary manager: the compartment holds what it was structured to hold.

Wealth managers and private banks that need a custody-eligible wrapper for a client’s unlisted exposure, family offices structuring a co-investment, and sponsors who want to widen access to a deal without adding shareholders to the company.

From Idea to Redemption.

  1. Idea. We map the position, the shareholders’ agreement and the exit path the parties have in mind.
  2. Structuring. The compartment is designed around the stake: ranking, transfer restrictions, currency and note size.
  3. ISIN. The note is issued over the compartment and receives its own ISIN.
  4. Audits. Both auditors, PwC and Atwell, sign off on the compartment, and the position is valued on the agreed methodology.
  5. Reporting. Periodic reporting to noteholders on the compartment and the underlying position.
  6. Payments. Distributions reaching the compartment are administered and paid out under the note.
  7. Redemption. Redemption comes at exit, whether by trade sale, secondary or listing, and the compartment closes.
White concrete volumes against an open sky — private equity securitization structure

Three Ways to Access a Position.

RouteHow the compartment holds itWhen it fits
DirectThe compartment holds the stake in the company itselfOne asset, known counterparties, defined exit
FractionalOne position issued as several notes of a smaller denominationThe ticket is too large for the intended investors
Fund participationThe compartment holds an LP interest and issues against itAccess to a closed fund through a bankable wrapper

Exit and Redemption.

  1. The exit route is written into the terms of the note when the compartment is structured, not negotiated afterwards.
  2. On a trade sale or listing, proceeds reach the compartment and the note is redeemed.
  3. If the holding period runs long, the note can be extended or transferred to a new holder rather than forced.
  4. A secondary transfer of the note does not require consent from the underlying company, unless the terms say so.

Why Structure Private Equity Through a Compartment?

  • Custody-eligible exposure. The note has an ISIN and settles through Clearstream or Euroclear where required, so a private bank can hold it alongside listed positions.
  • Transferable without touching the cap table. The note changes hands. The shareholders’ register of the underlying company does not.
  • Ring-fenced by law. The position has a compartment of its own, walled off in law from every other deal MTCM holds.
  • Divisible. A single large position can be issued as notes sized for the intended investor base.
  • Off-balance sheet. Once securitized, the position no longer sits on the originator’s balance sheet.

Talk to our structuring team.

80+ active compartments · €2.5 bn+ assets structured. Indicative platform figures.