Private Debt Securitization: Turn a Loan Into a Bankable Note.

Private debt securitization converts a private loan into a security. The loan is assigned to a compartment ring-fenced inside one of MTCM’s six Luxembourg SPVs, which then issues a note under an ISIN of its own. Interest and principal collected by the compartment fund the payments due under the note.

A private loan cannot be booked by most institutional investors, because it is a contract rather than a security. MTCM opens a compartment for that facility in a Luxembourg SPV, ring-fenced from everything else it holds, and a note with its own ISIN is issued from it. The compartment can hold a single loan or a defined portfolio, and can also act as first lender where the borrower needs new money rather than a transfer of existing debt. That compartment is governed by the Luxembourg Securitization Law of 22 March 2004, as amended in February 2022, and it is bankruptcy remote in both directions. Legal counsel to the platform is GSK Stockmann; the compartments are audited by PwC and Atwell.

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?

Single Bilateral Loans

One loan to one borrower, structured as a standalone compartment.

Defined Loan Portfolios

A closed, identified set of loans held together in a single compartment.

Bridge and Interim Financing

Short-dated lending against a defined repayment event.

Mezzanine and Subordinated Debt

Junior positions structured with their own ranking in the compartment.

Convertible Instruments

Loans convertible into equity under conditions written into the note.

Shareholder and Intra-Group Loans

Loans within a corporate group, made transferable to outside holders.

Secured Lending

Loans with security over property, receivables, equipment or shares.

First-Lender Facilities

The compartment grants new lending directly, instead of acquiring an existing loan.

Trade and Working Capital Facilities

Revolving and drawdown facilities structured for a defined borrower.

Project Finance Tranches

Debt tranches within a wider project financing, isolated in their own compartment.

Frequently Asked Questions.

What is private debt securitization?

Private debt securitization converts a private loan into a security. The facility sits inside a compartment that Luxembourg law ring-fences, and the note issued from that compartment carries its own ISIN. Interest and principal collected by the compartment fund the payments due under the note.

A loan wrapper is a securitization compartment that holds a loan and issues a note against it. It exists so that investors who can hold securities, but not bilateral loan agreements, can take the same underlying exposure through an instrument their custodian recognises.

Yes. The compartment can act as first lender, granting the facility itself rather than acquiring a loan that already exists. This is used where the borrower needs new money and the parties prefer a single lender of record.

Tranching means issuing more than one note against the same compartment, each with a defined ranking. Senior notes are paid before mezzanine, and mezzanine before junior. The ranking is set when the compartment is structured and is written into the terms of each note.

No. MTCM is not a bank. It does not lend its own capital, and does not manage third-party capital. MTCM structures and administers the compartment through which the facility is held and the note is issued. Credit exposure sits with the noteholders.

Private lenders and debt funds that need to transfer or syndicate exposure, private banks and wealth managers whose clients want debt exposure in custody-eligible form, and borrowers who want a single structured lender rather than a club of counterparties.

From Idea to Redemption.

  1. Idea. We map the borrower, the security package and the repayment profile of the underlying facility.
  2. Structuring. The compartment is designed: ranking, tranching if required, currency, maturity and amortisation.
  3. ISIN. A note is issued against the compartment, carrying its own ISIN.
  4. Audits. Audit work on the compartment is done by PwC and Atwell, and the loan documentation and security are reviewed.
  5. Reporting. Periodic reporting to noteholders on collections, arrears and covenant status.
  6. Payments. Interest and principal collected by the compartment are administered and passed to noteholders.
  7. Redemption. Repayment or refinancing of the loan redeems the note, and the compartment closes.
Overlapping tiled surfaces in layered relief — private debt securitization tranches

How the Structure Works.

Lender or debt fundholds the facilityTRANSFERSTHE LOANMTCM LUXEMBOURG SPVOne of six. Each holds many compartments.Compartmentanother dealCompartmentholds this exposureown ISINring-fenced by lawCompartmentanother dealISSUESTHE NOTENoteholdersHeld in custody, like any securityBorrowerinterest and principalPAYMENTS REACH NOTEHOLDERS THROUGH THAT COMPARTMENT ONLYNothing crosses between compartments. Bankruptcy remote in both directions, off the originator's balance sheet, with PwC and Atwell as auditors.

Ranking Inside One Compartment.

PositionWhat it holdsOrder of payment
Senior noteFirst claim on collections from the facilityPaid first
Mezzanine noteClaim ranking behind the senior notePaid after the senior note
Junior noteResidual claim on what remainsPaid last

Ranking is fixed in the terms of each note when the compartment is structured. It describes the order of payment, not the amount of any payment.

When a Loan Wrapper Makes Sense?

  • The lender wants to transfer the exposure but the loan agreement makes assignment slow or restricted.
  • The intended investors can book securities but not bilateral loans.
  • One facility needs to be split among several holders with different ranking.
  • The borrower needs new money and prefers a single lender of record.
  • The exposure needs to sit off the originator’s balance sheet.

Why Structure Private Debt Through a Compartment?

  • A loan becomes a security. With an ISIN and settlement through Clearstream or Euroclear where required, the exposure can be held by investors whose mandate permits notes but not loan participations.
  • Ranking set at structuring. Senior, mezzanine and junior positions can be defined in the compartment from the outset.
  • Ring-fenced by law. One facility, one compartment, kept legally apart from everything else MTCM has structured.
  • First lender or transferee. The compartment can grant new lending directly, not only acquire loans that already exist.
  • Off-balance sheet. Once securitized, the exposure 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.