Structured Credit Investor

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 Issue 941 - 28th February

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Contents

 

News Analysis

Capital Relief Trades

SCI in Focus: Broader and deeper

SRT supply and demand dynamics set to stabilise

A recurring theme within the SRT market last year was its characterisation as ‘bank-friendly’, with a deluge of new capital altering supply and demand dynamics. While issuance volumes continue to grow, the sector is also gaining depth due to increasing standardisation.

“The last year has been characterised by new or newer entrants ramping up. Some, particularly US entrants, are less alive to the European history of the market and some of the balances that are being achieved between regulators, banks and investors – [which] means certain deals are getting done in unusual ways,” observes Alec Innes, partner at KPMG.

He suggests that documentation on certain deals may have been impacted. “Some of the standard protections for investors are being eroded because of lack of care and (or) understanding, which is great for banks to an extent. However, I'm starting to feel echoes of pre-GFC behaviours and the potential for things to go wrong.”

Innes adds: “It is a highly regulated market which has achieved a balance for a reason. And if some of those protections become eroded, there is a (probable) risk that for example a new-entrant bank and a large, relatively new-entrant investor do something that then doesn't work down the road. In turn, this could lead the regulator(s) to either turn off the tap completely or add far more regulation in the sector.” 

Unpacking the dynamic of “money chasing money” further, Innes points to the equally widely documented theme of spread tightening. “Spread tightening has different elements to it. In my view, there is an SRT-specific element to it and another linked to rates.”

Higher rates have certainly played a significant role, with a focus on meeting absolute return hurdles. Innes continues: “While rates are high, absolute return funds can give more discounts because they're still hitting their IRR targets. However, if and as rates continue to shrink, their ability to do that will equally shrink. Therefore, there's a natural floor and we’re probably at or close to it in terms of pricing, beyond which it just won't be profitable for many of the players in the market who've raised money at a particular price.”

One SRT investor cautions that spreads cannot be directly compared from one transaction to another, due to differences in risk profile and terms. From his perspective, SRT spreads overall held up pretty well over 2024 – although they perhaps became a little softer towards year-end.

He says: “Generally, we don't expect spreads to be an issue, given that supply is helping spreads stay at an acceptable level. Banks are finding that current levels are very constructive from a cost of capital perspective. And because banks issue more and there isn’t infinite capital, pricing will naturally stabilise."

 

SRT growth continuing at pace                                                                    

The growth of the SRT market evidently continues at pace. Chorus Capital, for one, estimates that total issuance for 2024 reached US$29bn - up from US$25bn last year and marking the fifth year in a row that volumes have increased.

In terms of asset classes, transactions referencing large corporate loans continued to dominate, comprising an estimated 60% of issuance and in line with the average over the last decade. This is followed by SME loans (accounting for around 13%) and consumer loans (10%), with the remainder comprising a mix of asset classes, including fund finance and sublines. Additionally, there has been a growing move towards mixing asset types together in certain transactions.

Geographically, European banks continued to dominate issuance, accounting for an estimated 70% of market share. Issuance by US banks saw a small amount of growth last year, while Canadian bank issuance was slightly down year-on-year, although this is believed to have had more to do with timing rather than anything more material.

 

Looking back on the last 12 months, Robert Simmons, senior associate at A&O Shearman, highlights the European market and its increasingly mainstream and systemic trajectory. “I think the European story is one of continued success, and all the trends that have existed for some time continued in 2024. Additionally, we witnessed broader political movement around capital markets union and securitisation (including the September 2024 Draghi report), which has incentivised regulatory bodies to continue to support this product.”

Simmons adds: “The expected wave of American deals was nothing like the extent that was predicted. A lot of investors came online over the last 18-24 months in the anticipation of big issuance from the US. There have been some deals, yet far fewer than people were anticipating, which can be attributed to the uncertainties around the implementation of regulatory and capital reform in the US.”[1]

Nevertheless, under the new Trump administration, the mood music is clearly not one of additional banking constraints. Diving deeper into the regulatory environment, Innes describes renewed (and perhaps conflicting) competitiveness between the various jurisdictions.

“The other dynamic that is obviously very interesting concerns the uncertainty around the regulatory path going forward,” he says. “Listening to some of the US banks, some actually think this is probably a good moment to put in the Basel Endgame framework, as it would be looser than it would under a different administration. Whether this happens or not remains unclear, however.”

He continues: “At the same time and looking at competitiveness agendas around the world, the PRA for example is saying they will delay the implementation (not the end date, but the implementation) by a year. Therefore, what we are experiencing is further balkanisation of the regulation(s) and uncertainty, which will make planning for UK banks very difficult. Effectively, if you're an advanced bank and your risk weights are going to change, you should be thinking about changing your asset mix now.”

SRT standardisation aiding issuance

Nevertheless, there is broad agreement that increasing standardisation is deepening the SRT market. “The large issuers are now either literally programmatic or are working on very standardised terms, where they can just reprint the previous deal, and investors do not hold sufficient bargaining power to make changes - unless with unusual circumstances, such as a more esoteric asset class,” notes Simmons.

He continues: “Overall however, the quality of documentation does aid with issuance. Issuance across banks has seen a good level of standardisation – which, in turn, gives investors the confidence that the documentation will work in a certain way. I think the real story in Europe is that the product works for all stakeholders.”

Regarding structural trends over the past year, Simmons identifies an uptick towards directly issued CLNs, as opposed to the SPV format. “We would historically tend to see SPV deals in Europe in cases where the investor doesn't want to put cash on deposit with the originator. However, even if there is a worry around credit risk, you can still do a collateralised direct CLN. Consequently, direct CLNs are now certainly prevalent in Europe.” 

Large corporate transactions have shifted towards first loss tranches, whereas SME transactions are trending towards second loss tranches. In addition, the majority of transactions are now STS-compliant, which has brought further consistency to structures.

Looking ahead, 2025 is set to be another strong year, with Q1 volumes on track to be 50%-75% higher than in 2024. “We’re not seeing banks issuing more because of regulatory capital pressure, but rather because they're more familiar with the technology,” the investor suggests. “They can see that the market is very resilient and dependable. Going through all the bank Q4 results, you will see that all of them are very well-capitalised and solvent.”

He continues: “This is not about having better ratios or even dealing with the impacts of the Basel framework, but about optimising their capital and balance sheets. Some banks have done it very actively for some time and I think there is pressure now on others to also catch up.”

Simmons is also expecting “pretty serious volumes” in Europe this year. “There is an anticipation of a continued trajectory in Europe and the UK, with the PRA policy change and unfunded SRT indicative of the new regulatory mandate for competitiveness. So, more of the same in Europe, more of the same in the UK and hopefully more in the US, to be honest,” he concludes.

Vincent Nadeau


[1] In September 2023, the US Federal Reserve clarified that regulatory capital relief is available in respect of directly issued CLNs (it has also affirmed this directly in ROA letters to several banks seeking capital relief in 2024, provided that the aggregate outstanding reference portfolio principal amount does not exceed certain limits – e.g., the lesser of US$20bn and total capital). This clarification was welcomed by the market, and there has also been a significant increase in direct CDS structures. A CDS structure can provide more execution certainty as it is not subject to the reservation of authority (ROA) process, and avoids the legal pitfalls associated with SPV-issued CLNs (including Volcker rule and commodity fund requirements).

25 February 2025 12:26:57

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News Analysis

ABS

Europe's solar ABS market plays catch-up

Continent's solar ABS market trails the US, though potential Italian deal may spark growth

The European solar ABS market is exploring innovative routes to accelerate issuance, with market insiders anticipating increased activity following last year’s debut public transaction for the continent. Yet, while the European market shares similarities with its glowing US counterpart, key structural differences and macroeconomic volatility continue to cast shade on its emergence.

The solar ABS market is still in its infancy in Europe compared with the US, where the first solar ABS transaction was rated over a decade ago. Indeed, Enpal’s Golden Ray transaction in Germany in November last year marked the continent’s first ever public consumer solar ABS deal.

The longer history and greater maturity of the US market is something that Roberto Amato, associate director at S&P, is keen to highlight. "Overall, it's a bigger and more established market," he notes. "While in Europe, we just saw the first transaction being closed last year."

A key similarity between US and European solar ABS is the way credit risk is assessed. In both markets, the creditworthiness of borrowers is closely tied to homeownership and external credit scores – FICO score in the US and Schufa score in Germany. So far, portfolios in both regions have been composed of borrowers with high scores. However, there are distinct considerations specific to each market.

"In Germany, we consider that the residential mortgage market has historically shown very low defaults, the strong payment culture and the fact that residential mortgages here are full recourse," Amato explains. "Unlike in the US, borrowers can't just walk away from their mortgages."

Another structural difference is in loan amortisation. While both markets feature long-term financing of 20-25 years, US loans incorporate tax incentives that influence repayment patterns.

"In the US, borrowers receive a federal tax credit currently covering 30% of the panel cost," notes Giuseppina Martelli, analyst at S&P. "Loan structures assume borrowers will use this benefit to prepay part of their loan typically within 18 months. If they don’t, the loan is re-amortised, leading to a payment shock. This feature is not present in European deals."

Private market reliance and Italy’s public solar ABS potential

The European solar ABS market is still largely reliant on private warehouse facilities. While Germany leads in private market activity, macroeconomic conditions – especially the country’s ongoing recession – have slowed demand for solar panels.

"There needs to be a minimum volume for a public deal to take place," Amato says. "A possible solution could be mixed portfolios incorporating heat pumps, as they are heavily subsidised by the German government."

Martelli adds that Italy might also soon see its first public solar ABS deal: "We are aware of at least one private warehouse that might reach the amount needed for securitisation, possibly next year."

Price fluctuations in energy supply play a crucial role in the trends of solar ABS. The 2022 energy crisis following the war in Ukraine led to increased demand for solar panels and, consequently, higher transaction volumes. However, as energy prices stabilise, demand has softened.

"Higher electricity prices increase the incentive for households to install solar panels, as they can save on their utility bill and can sell excess power back to the grid," Amato explains. "But lower prices might reduce this incentive, potentially impacting borrower performance."

Shifting sands and false bellwethers

S&P also highlights the challenge of promotional pricing in early loan stages. "Many originators offer introductory rates where borrowers receive higher-than-market prices for selling electricity back to the grid," Amato adds. "This could create an overly optimistic view of loan performance in the initial years."

Given the limited performance history of solar ABS loans and the long tenors involved, S&P has capped ratings at single-A for now.

"It’s a very regulated market with a lot of uncertainties – whether in energy prices, regulatory changes or technology advancements," Martelli says. "We believe a rating cap is justified until more long-term data is available."

Even in the more mature US market, where S&P has rated transactions since 2013, no deals have been rated above single-A. "We’re closely watching how US deals perform," Martelli adds. "They haven't performed very well, so we remain cautious."

Technological and financial innovations could enhance the attractiveness of solar ABS, but S&P remains conservative in its expectations. "The technological curve has flattened," Amato says. "We haven’t seen any major advancements in solar panel efficiency over the last decade and we don’t expect a breakthrough in the near term."

However, new technologies could also introduce risks. "If an alternative energy source emerges that makes solar panels less attractive, that could increase default risk for borrowers," Martelli points out.

Selvaggia Cataldi

26 February 2025 11:54:09

News Analysis

Capital Relief Trades

US CRT: Brave new world - video

Cadwalader Wickersham & Taft partner Jed Miller speaks to SCI

Jed Miller, partner at Cadwalader Wickersham & Taft, speaks to SCI US editor Simon Boughey about the likely regulatory hurdles for the US securitisation industry in 2025. He highlights conflicts of interest provisions, the possibility of the Fed speeding up the approval process for CLNs, and, inevitably, the likely trajectory of B3E.

26 February 2025 17:32:11

News Analysis

CLOs

AlbaCore sees CLO refi, reset opportunities

AlbaCore monitors market for CLO refinancing opportunities as M&A activity picks up

AlbaCore Capital Group may explore opportunities related to its current portfolio, such as potential resets and refinancing of some structures, says Deborah Cohen Malka, partner and portfolio manager at the firm.

AlbaCore always considers potential resets and refinancing, and is monitoring the market closely for those opportunities.

Speaking to SCI, Malka states: "We take an opportunistic approach to our deals and do not set a specific number of transactions we need to complete each year. Typically, we aim for one to two new issues annually. Given the current market conditions, we believe we have the capacity to pursue two deals this year.”

A further tightening in the triple-A sector may lead to more resets and refinancing options entering the CLO market, she highlights.

“The beginning of this year has been focused primarily on repricing on the asset side.”

M&A activity poised to drive new CLO issuance 

However, she believes that new deals and fresh capital will soon enter the market, as M&A activity starts to pick-up.

"On the capital markets side, we started the year with strong demand for AAA-rated assets, which has kept the market quite active. Our pipeline for new issues looks good, and it seems positive that we may maintain similar levels to what we've seen in the past year. This could result in an increase in volume from that wave of resets and refinancing," Malka says.

Additionally, the key question will remain on the asset side—specifically, how many new loans and M&A pick up. If M&A picks up at a faster pace, there will likely be even more opportunities to issue new deals.

Malka observes that so far, valuation and arbitrage factors are working well, and equity returns in Europe have been quite favourable. This bodes for a positive outlook for the market and demand for equity.

"Currently, in terms of valuation and demand for equity, there's a strong appetite for triple-A and AA-rated assets, which supports the market. We think the market is supportive for the rest of the year notwithstanding any broader shift in allocation." she states.

On M&A developments, Malka points out there has not been a significant increase in activity, but expects to see a rise in activity amid a strong appetite to engage in more transactions and low spread levels.

"It is important to note that when a sponsor decides to pursue a deal, it can take several months to finalise. Additionally, there is a timeline to consider before anything goes public. We anticipate that M&A activity will pick up in the second half of this year," she says.

New CLO entrants shape market dynamic 

Malka also highlights how the influx of new CLO managers adds another layer to the evolving CLO landscape. While there has been a rise in new entrants, she notes that several existing managers have not issued for some time, creating a balance. This dynamic, combined with the anticipated uptick in M&A activity later this year, reflects a broader trend of market participants positioning themselves for future opportunities despite current caution.

"There are definitely more managers now than when we started our platform. From an investor's perspective, opinions may vary. Some investors are eager to support new platforms, while others prefer to wait and see how a new manager performs before committing their support," she concludes.

Camilla Vitanza

27 February 2025 13:19:18

News Analysis

ABS

Surging demand, power challenges to define data centre ABS growth

Investors weighing energy security and AI volatility, among other risks

Data centres emerged as one of the hottest topics at the Structured Finance Association’s SFVegas conference earlier this week, reflecting their rising prominence within digital infrastructure ABS. As AI, cloud computing and enterprise workloads continue to drive demand, power availability remains a critical bottleneck, however.

“Power is the biggest constraining factor in the industry when you are looking to deploy massive data centres,” noted Sharif Metwalli, cfo at Vantage Data Centres, highlighting global deficiencies in power generation and transmission.

Secured energy access has become a priority for developers, as delays and strained grids can derail projects and impact investment viability. On the other hand, however, power scarcity is somewhat working to the asset class’s advantage, limiting the risk of market oversaturation.

"Unlike other high CapEx industries that face boom-and-bust cycles, data centres have a built-in safeguard: power constraints. While demand surges, the long timelines required to expand power infrastructure naturally limit oversupply," noted Xavier Auge, executive director at Mizuho Americas.

Data centre diversification matters

While AI is certainly driving growth for this asset class, investors remain cautious about AI-exclusive data centres due to potential volatility. This was heightened by a recent market shock caused by DeepSeek, although most panellists deemed it as ‘just noise.’

To ensure stable revenue streams, institutional investors tend to prefer multi-purpose facilities. “I wouldn’t want to invest in data centres that only leverage AI. It'd be great to have a diversity of industries in your building, so that you can benefit from AI growth while also tapping into cloud and data expansion, which we're all seeing beyond generative AI,” explained Jason Pan, principal at PGIM.

Overall, the asset class is attracting a widening base of investors. “The nature of this asset class - which has generally longer duration - is a natural feed for the likes of insurance companies, for example,” said Auge.

ABS versus CMBS structures

Notably, data centres cross both ABS and CMBS market segments. Unlike CMBS structures - which rely on static pools - ABS structures allow ongoing collateral additions, providing greater flexibility for originators. With the latter, for instance, an issuer can ladder a series of maturities to align with a company’s growth trajectory while spreading maturity risk.

Master trust structures are also frequently used within ABS. These frameworks allow issuers to manage their collateral efficiently, offering scalability and adaptability in financing infrastructure assets as the technology continues to evolve.

Some investors prefer hard maturity dates, which are common in CMBS deals. However, panelists noted that CMBS borrowers frequently extend maturities, diminishing the value of this feature.

Overall, investors assess data centre deals based on lease terms, tenant credit quality and, more than ever, power availability.

Data centre issuance volume has totalled US$40bn across 75 transactions since 2018, with the ABS market accounting for about 75% of the dollar volume and 85% of the deals, according to KBRA. With US$1.9bn in public data centre ABS issuance in 2025 - already double 2022 levels – investors are eyeing the sector’s rapid expansion.

Marta Canini

Fibre ABS: the backbone of digital infrastructure

With US$2bn in public ABS issuance so far in 2025, the fibre sector is experiencing similar growth and remains crucial to data centre operations. “Without fibre, data centres are useless. Cell towers need fibre as well. They are the roads of digital infrastructure,” remarked Xavier Auge, executive director at Mizuho Americas.

T-Mobile’s 2024 joint venture with KKR to acquire fibre operator Metronet is an example of a trend involving major telecom players and private credit firms seeking greater control over fibre infrastructure as a strategic asset.

While this reinforces the value of fibre ABS, it could dampen future issuance. As larger, well-capitalised telecom companies consolidate their fibre assets, there may be fewer standalone issuances in the ABS market, limiting new opportunities for investors.

Overbuilding remains another key concern, as multiple providers targeting the same geographic areas can erode profitability. The panel noted that for fibre deployments to be viable, penetration must reach 20% – a threshold that should discourage excessive competition in most regions.

Ultimately, while competition is a factor, panelists highlighted that economic constraints naturally limit the number of providers that can operate sustainably in a given market. In this evolving landscape, fibre operators should aim to secure long-term customer relationships and avoid price wars.

28 February 2025 12:18:13

News Analysis

ABS

Plenti leads Australian ABS revival

Plenti's A$509.3m auto ABS 2025-1 attracted record global demand, signalling strong momentum for future deals

Plenti recently reopened the Australian securitisation market with Plenti Auto ABS 2025-1 Trust, a A$509.3m transaction that attracted a record number of investors with strong international interest, especially from European investors.

The mix of investors in this transaction was similar to that seen in deals issued in 2024 with offshore investors outnumbering their domestic counterparts. “We’ve definitely seen more and more interest from offshore investors compared to two or three years ago,” says Paolo Luzzani, treasurer at Plenti. “In this transaction, the split was around 60% offshore and 40% domestic.”

Luzzani explains that, geographically, the offshore demand was predominantly from Europe and the UK. The balance of demand came from Asia, the US and Australia itself. With regards to investor types, the majority were funds, which accounted for 60% of the total with the balance being mainly from banks’ balance sheets.

According to Luzzani, Australian ABS deals offer a compelling mix of strong credit performance and attractive pricing. “There’s definitely more and more investors looking at the Australian market from Europe,” he says. “The margins offered by Australian RMBS and ABS deals are still offering good value compared to what European investors are getting in Europe and US.”

This positive outlook is bolstered by Australia’s favourable economic indicators, including low unemployment, improving inflation trends and interest rates that have started to decline with a 25bp cut by the Reserve Bank of Australia at the February meeting. For investors familiar with the UK or European markets, the legal framework in Australia is also relatively straightforward, making it easier for them to navigate deals.

When it comes to pricing, Plenti ’s latest deal provided valuable insight into market sentiment at the start of 2025. “We were the first deal of the year for the Australian market, so it’s always a bit hard to set reference points,” Luzzani explains. “Despite the holiday slowdown in the Australian market in the first half of January, which limits deal flow, we looked at comparable trades both from offshore ABS markets and domestic senior unsecured markets and recognised that demand for paper was still very strong.”

He adds: “We looked at where these deals priced versus where similar trades finished in December. We used that information to form a view on initial price guidance at 115bp to 120bp on the triple-A rated tranches”

Plenti ’s decision to test the waters with a range of 115bps to 120bps for triple-A rated tranches proved to be a savvy one.

Demand exceeded expectations, with the deal ultimately pricing at 110bps. This was 20bps tighter than their previous transaction in mid-2024. “We were more than four times covered at the initial guidance and that allowed us to move the pricing down to a range of 110-115bp and finally set the pricing at 110bp for the triple-As,” says Luzzani. “Not a lot of investors dropped out and the notes were still 3.7 times covered at 110bp”.

Plenti’s success was also due in part to its collaboration with the banks on the deal. While NAB and Westpac have been long-standing partners and were instrumental in assisting Plenti in successfully structuring and distributing the deal, Bank of America also played an important role in broadening the deal’s investor base given its global reach.

Plenti’s future ABS Issuance plans

As for the future, Plenti remains focused on expanding within its core markets – auto loans, personal lending and renewable energy loans. In terms of ABS issuance, Plenti expects to be a regular issuer under its two programs; Auto ABS and PL & Green ABS. Plenti expects to issue its next transaction in mid-2025, likely to be a PL & Green transaction, which is likely to have a green certified tranche in line with its prior transactions.

Finally, whilst the primary market for Australian securitised deals has started off somewhat more slowly than in 2024, Luzzani expects the pipeline to build over the coming months and 2025 to be another strong year for the Australian market. He comments: “Hard to tell whether we are going to beat or get close to the A$80bn record set last year, but fair to assume we will see robust issuance volumes given the increased relevance of non-bank lenders in Australia and their requirement to fund themselves with RMBS and ABS.”

Luzzani expects interest in Australian RMBS and ABS to continue to be strong. However, he adds: “It is hard to predict what credit spreads are going to do over the next 12 months, whether they will continue to tighten, particularly given broader market volatility.”

Selvaggia Cataldi

28 February 2025 12:36:30

SRT Market Update

Capital Relief Trades

Spread equipoise

No further compression foreseen in record Q1

A floor in the spread compression – the most fretful topic of the global SRT in the last 12 months – appears to have been reached, say sources in the European market this week.

“I think we have reached a point where 6.5% for consumer risk is low enough for anyone to take it,” says one.

The market remains well bid, with plenty of demand from institutional investors despite the narrowness of spreads on offer.

“The big boys like Pimco, BlackRock and to some extent Blackstone are definitely not shying away,” says a risk advisory firm in London.

BPER, the imminent appearance of which was reported last week, is now in the market with its synthetic securitization of a €2.5bn portfolio of SME loans, but no new deals have been spotted this week.

Santander has not been seen in the market for a few months, and its absence has been noted. It is one of the most prolific issuers in the market (last December’s Magdalena trade was the 11th from that platform) so it is due a reappearance in the near future, say sources.

This quarter is on course to be perhaps the busiest Q1 seen yet in the SRT space, but Q2 is usually busier so a burst of issuance is expected at the beginning of April.

The absence of CRE-based deals has also been surprising to some onlookers. Banks, especially US regionals, are housing considerable CRE risk and the reg cap trade would be a perfect mechanism to offset some of this exposure and reduce RWAs. Indeed, some recent research indicates that commercial loan exposure at US regional banks might look worse than Fed filings suggest.

Banks staying away from the market are thought to be scared off by pricing, but, as dealers say, things are unlikely to get any better than they are now. Spreads have reached a floor, they believe, and may inch up from these levels. ‘It’s puzzling,” says a source about reluctance to take the plunge.

Last week, we reported that the market has received a fillip this quarter from the ECB as it introduced a pilot scheme to fast track it takes to approve an SRT deal.  But, as the regulator gives with one hand, with the other it takes away.

Provision of repo for SRT deals has all but withered away, say sources, due to regulatory disfavour. Deutsche Bank used to be a big provider but now hardly does any at all and others have closed their repo lines.

“Regulators have been pretty harsh on them. As far as I know, there are no concrete provisions, but the fact is we see an absolute quantum of what we used to,” says another source.

There might not be just cause for this zeal. Recent research estimates that total leverage in the global SRT market is around €10bn, which is hardly excessive and is anyway hedged by mark-to-market margins.

“Regulators are not seeing the wood for the trees. They don’t understand what the product is,” says a source.

 

Simon Boughey

 

27 February 2025 19:57:47

News

ABS

Thames Water WBS extended

'Significant' write-downs expected under liquidity extension transaction

The maturities of all class A and class B debt issued by the Thames Water Utilities Finance (TWUF) whole business securitisation have been extended by two years. The move follows the High Court’s approval of the restructuring plan proposed by Thames Water Utilities Holdings in connection with implementing a liquidity extension transaction.

The liquidity extension transaction will provide the Thames Water Group with up to £3bn in new super senior funding, including an initial tranche of £1.5bn, which will be accessible after the satisfaction of certain conditions precedent. Under the plan, there is capacity for a further £1.5bn across two tranches of £750m, to further extend liquidity to May 2026 if required.

Upon completion of the maturity extension, S&P says it would consider the default that resulted from the first stage of the restructuring plan to be cured. Consequently, it has raised its issue-level ratings on TWUF's class A and class B debt to triple-C and double-C respectively. The agency also raised its issuer credit rating on Thames Water Utilities Ltd (TWUL) and TWUF to triple-C (with a negative outlook) from D.

However, an ad hoc group of class B creditors was granted permission to appeal the court's decision to sanction the plan on certain grounds and has since filed and served notices of appeal. The appeal hearings will take place on 11-13 March.

S&P believes that, should the appeals overturn the court's decision, the maturity extension would become void and new funding would no longer be available to Thames Water. Thames Water has the option to appeal to the Supreme Court, but that is likely to be a prolonged process and could result in insufficient liquidity for Thames Water to honour its financial obligation in March 2025. If that were to happen, TWUL would enter into a standstill and potentially a special administrative regime, while TWUF would likely enter into insolvency proceedings.

Capital structure changes expected

To allow the company to make the committed investment, significant capital structure changes are anticipated in the next 12-24 months, which could include a new equity raise, as well as significant write-downs of its existing debt. Indeed, S&P says its negative outlook indicates that it expects the second stage of the restructuring plan to result in write-downs of the class A and class B debt.

“We could lower the issuer credit ratings if TWUL misses any principal or interest payments, or implements the next round of restructuring that includes a potential write-down of its class A and class B debt. We could revise the outlook to stable or raise the ratings if TWUL meaningfully improves its liquidity position without weakening terms for current lenders,” the agency observes.

On 18 February, S&P took multiple rating actions on companies in the UK water utilities sector, after revising its view of the preliminary regulatory advantage for water companies in England and Wales to strong/adequate from strong. The agency projects that gearing at TWUL will reach over 85%, significantly above Ofwat's notional gearing of 55%.

“There are significant uncertainties associated with the execution of TWUL's business plans under such conditions and it already has a track record of weak operational performance during the current AMP7 period, including large outcome delivery incentive (ODI) penalties. Thames Water does not believe that AMP8 operating targets are achievable, which is one of the reasons why it has asked Ofwat to refer its final determination to the competition and market authority for a redetermination. We therefore continue to apply a negative business modifier to assess TWUL's regulatory advantage as adequate,” S&P concludes.

Corinne Smith

27 February 2025 18:41:49

News

Capital Relief Trades

EIB inks Spanish resi deal

Green and sustainable mortgages targeted

The EIB Group has signed a new synthetic securitisation operation with Santander to provide financing for energy efficiency investments in the Spanish real estate sector, including the construction of new near zero-emission buildings and the renovation of existing residential properties to meet sustainability standards. The investment is being executed in a single securitisation, optimally structured to provide Santander with capital relief on a portfolio of residential mortgages, enabling the bank to mobilise €163m to promote green loans.

Under the transaction, the EIB Group will provide a €121m unfunded guarantee in a mezzanine tranche with the goal of enabling Santander to finance new energy efficiency investments for an amount equal to 1.34 times the size of the EIB Group guarantee. The EIB’s commitment amounts to around €76m, while the EIF has committed €45m.

The operation will allow new green and sustainable mortgages to be granted to individuals investing in the renovation or construction of buildings with high energy efficiency standards that meet the eligibility conditions set by the EIB. The projects financed by this operation will improve energy efficiency, reduce CO2 emissions and help mitigate climate change.

The operation contributes to EIB Group priorities, such as climate action, cohesion and developing the European securitisation market.

All projects financed by the EIB Group are in line with the Paris Climate Agreement. Almost 60% of the EIB Group’s annual financing supports projects directly contributing to climate change mitigation, adaptation and a healthier environment.  

In Spain, the EIB Group signed €12.3bn of new financing for more than 100 high-impact projects in 2024, helping power the country’s green and digital transition and promote economic growth, competitiveness and better services for inhabitants.

Corinne Smith

28 February 2025 09:15:09

News

Capital Relief Trades

Down in the tranches

US Bank prepares to close multi-tranche SRT

Further details have this week emerged about the US Bank reg cap trade, due to close before the end of Q1, which was reported last week.

The trade, designated US Bank C&I Credit-Linked Notes, Series 2025-1, references a US$5bn pool of syndicated term and revolving credit facilities. It is divided into six tranches labelled Class A, Class B1, Class B2, Class C, Class D and Class R by Morningstar DBRS.

The Class A tranche, totalling US$4.375bn, is retained and unrated. It comprises 87.5% of the capital structure with a 12.5% credit enhancement. So the bank is selling a customary 0%-12.5% loss position, separated into five tranches.

The Class R notes, worth US$125m, representing 2.5% of the structure, are unrated. Above these sit the low BBB-rated Class D notes, worth US$65m and representing 1.3% of the structure.

Then comes the US$47.5m A-rated Class C notes, representing 0.95% of the paper on offer, and then the AA-rated Class B2 notes, the size of which has yet to be declared.

Finally come the US$387.5m AA-rated Class B1 notes, representing 7.75% of the deal.

Legal maturity of the notes is February 25 2032 and all will be priced at a spread over SOFR.

Simon Boughey

26 February 2025 06:34:17

News

Capital Relief Trades

BPER surfaces

SME loan deal now in the market

The synthetic securitisation of SME loans from smaller Italian lender BPER, reported last week, is now in the market, say sources.

The €140m reg cap trade references a €2.5bn pool of assets, and a first loss position of 0%-7% is being sold, they add, which is in keeping with the trend toward smaller and smaller tranches.

There is no word on possible pricing.

The Modena-based bank had total assets of €140bn at the end of 2024, and earlier this month launched an all-stock takeover bid for Banco Popolare di Sondrio.

BPER also recently said it's planning to use “synthetic securitisations” to offset new bank rules that would increase RWAs.

Simon Boughey

27 February 2025 17:40:36

News

CLOs

Alcentra secures US$1bn for CLO strategies

New capital will boost Alcentra's European CLO AUM to US$4bn over the next three years

Alcentra recently secured US$1bn in equity capital commitments for its CLO-focused strategies, driven by Inflows from pension funds, endowments, family offices, and SWFs in the US, Asia, and Europe, the firm tells SCI.

The majority of the new capital will be invested in CLO mezz and equity through the firm's third-party CLO tranche investing platform, with a portion of the capital contributing to Alcentra's second captive European CLO equity fund.

This initiative is expected to result in approximately US$4bn in AUM in European CLOs over the next three years, the firm notes.

“These inflows are directed toward junior mezzanine and equity," says Cathy Bevan, head of structured credit and portfolio management at Alcentra. "However, we are also experiencing increased demand for CLOs across the entire capital structure, including triple-A.”

On long-term strategies for CLOs, Bevan highlights the capital committed by global institutional investors underscores the attractiveness of CLOs as an asset class and reinforces the strong appetite among institutional investors in the global CLO market.

“We have seen a resurgence in the popularity of CLOs among major institutional investors over the past six months," she states.

The company says it remains optimistic for the remainder of the year regarding loan supply.

Daire Wheeler, head of structured credit and portfolio management at Alcentra adds: "We continue to see a gradual pickup in M&A activity, and our ongoing discussions indicate a growing pipeline leading into the second quarter and the latter half of the year.”

Alcentra currently manages approximately US$18bn across European loans, European CLO issuance, and global third-party CLO tranches through its European Liquid Credit and Structured Credit divisions, the firm states.

Camilla Vitanza

27 February 2025 12:35:05

Market Moves

Structured Finance

Job swaps weekly: Santander rings changes in structured finance division

People moves and key promotions in securitisation

This week’s roundup of securitisation job swaps sees Santander making a number of appointments as part of a major reshuffle of its structured finance advisory and lending platform. Elsewhere, DLA Piper has appointed a new co-head of its structured finance practice, while Piper Sandler has snapped up a new md and co-head of its structured finance group.

Santander has reorganised its structured finance advisory and lending platform around three global industry clusters and two global specialised product teams. The move is designed to drive increased innovation and impact across the bank’s key sectors and geographies.

The global industry clusters comprise: energy, with the remit of powering the transition to a sustainable future; infrastructure and transportation, with the remit of enabling essential global infrastructure development; and digital infrastructure & real estate, gaming and lodging, with the remit of supporting growth in technology, media, telecom and real estate. Respectively, these clusters will be led by Bart White, EMEA head of energy structured finance in London; Gonzalo Acha, head of infrastructure and transportation structured finance in Madrid; and Nuno Dias Andrade, head of global debt finance in New York.

The specialised products clusters comprise: fund finance, with the remit of providing tailored capital solutions for fund sponsors; and principal finance, with the remit of structuring strategic investments and bespoke alternative financing solutions for corporates. The fund finance cluster will be led by Marcos García, European head of TMT, real estate and fund finance structured finance, while the principal finance cluster will be led by Julio Ruiz de Alda Moreno, head of syndicated loans Iberia. The pair are based in Madrid.

Meanwhile, DLA Piper has promoted Claire Hall to co-head of its structured finance practice, alongside Rich Reilly. Over the last decade, the practice has expanded from focusing primarily on CLOs to covering CMBS and a variety of other ABS asset classes. Hall’s elevation to co-head reflects a commitment to further growing the practice and capitalising on opportunities in private ABS and esoteric asset classes, such as music royalties, which she specialises in.

Based in Los Angeles, Hall joined DLA Piper as of counsel in February 2013. Before that, she worked at White & Case, Deutsche Bank, Milbank and CMS.

Based in New York, Reilly has led DLA Piper’s structured finance practice since joining the firm in March 2012, primarily focusing on CLOs. Before that, he was global co-head of White & Case’s securitisation practice and had previously worked at Weil Gotshal & Manges, Mudge Rose Guthrie Alexander & Ferdon and First Boston.

In its London office, the firm has also appointed a new international finance practice partner, Gordon Houseman. The dual-qualified Houseman joins from A&O Shearman with experience advising global private credit firms and financial institutions across the debt and equity capital markets.

Piper Sandler has appointed StoneX Group’s Mary Stone as md and co-head of its structured finance group, based in New York. She will work alongside Chris Howley and brings expertise across various securitisation markets, whole loan trading and deal structuring. Stone leaves her role as md and head of structured credit banking at StoneX after three years with the firm. She was previously head of residential mortgage securitisation and advisory at Bank of America, where she spent 12 years.

AlphaReal has promoted Gordon Rowan to head of structured finance. Based in London, he joined the firm in late 2022 having previously been head of structured and sustainable finance at Respira International. Prior to this, Rowan spent 14 years at Ambac, leaving his position as director – securitisation and infrastructure bonds in 2019 to take up a role as md at Walbrook Capital Partners, which he held for a year and a half prior to joining Respira.

Ashurst has appointed Tauhid Ijaz as a partner in the London global markets practice, in a further boost to the firm's securitisation offering. He joins from Hogan Lovells, bringing over 20 years of experience in the securitisation market. 

Ijaz advises major banks, private equity firms, insurers and corporates on complex structured finance and securitisation transactions, including significant risk transfer, balance sheet management, consumer asset securitisations, and funding transactions for specialist funders. His industry expertise spans financial services, private capital, insurance, real estate, infrastructure and energy, consumer finance, specialty finance, and debt capital markets.

Dentons has appointed securitisation and structured finance lawyer Alex Moezi from A&O Shearman as partner in its debt capital markets, structured finance and derivatives team. Based in London, his background spans a wide array of consumer assets and receivables, with notable expertise in African solar securitisations and cross-border carbon asset financing. Moezi leaves his role as counsel at A&O Shearman after 13 years with the firm, having previously worked at Orrick Herrington & Sutcliffe.

James Kanaris has joined BNP Paribas as md, asset finance and securitisation, APAC, based in Sydney. He has more than two decades of experience in the securitisation industry and will play an important role in building and strengthening the bank’s local and regional asset finance and securitisation franchises across the Asia Pacific region. Kanaris was previously an executive director, structured finance at Westpac, which he joined in April 2006. Before that, he worked at PwC.

And finally, ARC Risk Group has appointed BBVA veteran Jaime Azcoiti as an advisory board member, based in Madrid. He spent 31 years at BBVA, most recently as head of wholesale credit risk strategy, policy and tools. The appointment comes shortly after ARC Risk Group appointed Dr Stan Ho to its advisory board, as well as making him APAC chair at ARC Ratings..

Corinne Smith, Kenny Wastell, Claudia Lewis, Ramla Soni

28 February 2025 13:24:30

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