Debt Restructuring: Move Exposure Off the Balance Sheet.

Debt restructuring securitization moves loan exposure off a lender’s balance sheet. The identified portfolio leaves the originator for a compartment of a Luxembourg SPV, ring-fenced by law, and a note with its own ISIN is issued from it. The exposure transfers to the noteholders, and the compartment is bankruptcy remote in both directions.

Credit institutions, insurers and finance companies carry exposure that constrains what they can do next. MTCM moves identified loan portfolios into ring-fenced compartments across its six Luxembourg SPVs; each compartment issues its own note under its own ISIN. Because the compartment is legally segregated and bankruptcy remote in both directions, the exposure leaves the originator’s balance sheet rather than being refinanced on it. It is the Luxembourg Securitization Law of 22 March 2004, as amended in February 2022 that makes the transfer genuinely off-balance sheet rather than a refinancing under another name. The platform’s counsel is GSK Stockmann, and PwC and Atwell are the 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?

Performing Loan Portfolios

Identified books of performing credit, transferred as a defined portfolio.

Non-Performing Exposure

Books requiring workout, structured with the servicing arrangement in place.

Consumer Credit Books

Personal lending and instalment credit portfolios.

Card Portfolios

Revolving card balances held as an identified set of accounts.

Auto Finance Books

Vehicle loan and lease receivables from a captive or independent lender.

SME Lending Books

Small and mid-sized business lending, secured or unsecured.

Mortgage Books

Residential and commercial mortgage portfolios.

Leasing Portfolios

Equipment and asset finance agreements held together.

Insurance Balances

Premium and recovery balances under identified policies.

Legacy and Run-Off Books

Closed books held to maturity, isolated from ongoing business.

Frequently Asked Questions.

What is debt restructuring securitization?

A loan portfolio is transferred to a ring-fenced compartment of a Luxembourg SPV, and that compartment issues a note under an ISIN of its own. The exposure moves to the noteholders and off the originator’s balance sheet, while the originator normally continues to service the book.

Usually not. The originator normally stays on as servicer, so collections, statements and day-to-day contact continue as before. Whether borrowers must be notified depends on the governing law of the underlying agreements.

The economic effect is similar, but the mechanism is different. Instead of one buyer taking the whole book, the portfolio sits in a compartment and the exposure is distributed through notes that investors can hold in custody and transfer.

It means the compartment is legally isolated from the originator’s insolvency, and the originator is isolated from a default inside the compartment. The protection runs in both directions, which is what makes the transfer structural rather than contractual.

No. MTCM is a securitization boutique, not a bank, a fund or an asset manager, and does not deploy its own or third-party capital. MTCM structures and administers the compartment through which the portfolio is held and the notes are issued.

Credit institutions, insurers, leasing companies and consumer finance providers that need to change what their balance sheet carries, and the wealth managers and institutional investors who take the resulting exposure through a security.

From Idea to Redemption.

  1. Idea. We map the book, its performance history and what the originator needs to achieve on its balance sheet.
  2. Structuring. The compartment is designed: portfolio perimeter, servicing arrangement, ranking and note terms.
  3. ISIN. One or more notes are issued against the compartment, each with its own ISIN.
  4. Audits. The compartment sits under the audit of PwC and Atwell, and the portfolio and its documentation are reviewed.
  5. Reporting. Periodic reporting to noteholders on collections, arrears and the run-off of the book.
  6. Payments. Collections from the portfolio are administered through the compartment and passed through.
  7. Redemption. As the portfolio runs off, the note is repaid and the compartment closes.
Overlapping tiled surfaces forming a continuous curve — debt restructuring securitization

Before and After the Compartment.

BeforeAfter
Where the portfolio sitsOn the originator’s balance sheetIn a ring-fenced compartment
Who holds the exposureThe originatorThe noteholders
Form of the exposureLoan agreementsA note with its own ISIN
Who collectsThe originatorThe originator, as servicer to the compartment
On the originator’s insolvencyThe book forms part of the estateThe compartment is bankruptcy remote

What Determines Whether a Book Can Move?

  • The portfolio perimeter is fixed and each exposure in it can be identified.
  • Assignment or transfer is permitted by the underlying loan documentation and governing law.
  • Borrower notification and data protection requirements are workable in the relevant jurisdictions.
  • Servicing continuity is agreed, including what happens if the originator stops servicing.
  • The originator’s regulator has been engaged where the transfer affects regulatory treatment.

Why Structure Debt Restructuring Through a Compartment?

  • Exposure leaves the balance sheet. The compartment is legally segregated, so the transfer is structural rather than a refinancing.
  • Bankruptcy remote, both ways. Insolvency at the originator does not reach the compartment, and a default inside the compartment does not reach the originator.
  • Ring-fenced by law. Each portfolio has its own compartment, and Luxembourg law keeps them from reaching one another.
  • Servicing can stay in place. The originator normally continues to service the book, so the borrower relationship is unaffected.
  • Funding source outside deposits. Access to capital markets investors rather than a single funding channel.

Talk to our structuring team.

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