www.pwc.

com/securitisation

Securitisation –
working with
originators

Making it easier for

originators. In this
publication we discuss
our services and solutions
to help make sure
transactions run smoothly
and efficiently, whether you
are securitising for the first
time or a repeat issuer.
2 PwC Securitisation – services to originators
Making life easier for
originators
Whether you are securitising for the first time or are a repeat issuer, the PwC Structured
Finance Group (SFG) can provide you with a range of services which are tailored to meet
your specific needs and requirements, helping to make sure that your transaction runs
smoothly and efficiently.

Whether considering securitisation for Feasibility reviews • Initial assessment of structuring

the first time or considering re-entering A feasibility review ensures that options
the market, the process can often be securitisation supports your funding Our experience with a wide range of
daunting. Evaluating whether objectives and business strategy. asset classes allows us to provide a
securitisation is the right business variety of suggestions for structuring
option in the current environment and We can assist you in evaluating the cost transactions, enabling us to help
then dealing with the practical and benefits of securitisation, and identify those that meet your funding
problems of implementing a ensure that it is appropriate to your requirements and then evaluate the
transaction can absorb a considerable particular circumstances. Typically we available options and the implications
amount of management time and run workshops for client staff involved, of each including how best to meet
detract from the day-to-day running of helping to mobilise rapidly the project the relevant requirements of
the business. and reveal potential issues. Article 122a.

Who we are Key features of the feasibility study • Review of potential operational
We are a dedicated team of usually include: requirement issues
securitisation specialists, offering a IT and systems problems can prevent
• Identifying critical issues and many transactions from proceeding
wide range of services to originators
potential showstoppers past this stage. Using industry and
who are considering securitisation for
Before too much is invested in your rating agency standards, we will
the first time or are experienced repeat
securitisation programme, we will identify critical data and systems
issuers. We provide independent advice
confirm that securitisation is a viable requirements and propose solutions
and practical solutions using a multi-
option, given the characteristics of where needed.
disciplined team of capital markets,
your asset pool. We will also identify
corporate finance, accounting, tax, IT
critical tax issues (corporation tax, • Identify potential service providers
and industry experts who specialise in
stamp duty and VAT), accounting Using information collected during
securitisations.
treatments (UK, IFRS, US and other the feasibility review, we can gauge
Working closely with key stakeholders European GAAPs) and regulatory initial interest from investment
throughout each stage of the issues. banks, resulting in more efficient
transaction, we help resolve critical bidding for your securitisation
• Identifying potential rating mandate. Additionally, we will assist
issues as they arise.
agency issues you in the selection of Special
Our services and solutions We have been involved in hundreds of Purpose Entity (SPE) locations,
securitisation transactions over trustees, legal advisors, other third
Whilst our services are tailored to the
the last ten years. We have extensive party service providers, etc.
specific requirements of each client, we
knowledge of specific criteria that
commonly provide assistance in the
rating agencies require when
following areas: reviewing a transaction.

PwC Securitisation – services to originators 3

Operations review and we can design and implement IT • Asset file review
infrastructure preparation servicing solutions that are in line In addition to the static pool analysis,
Invariably practical problems often with current market standards. we will review physical asset files to
arise in a company’s ability to provide check for completeness of original
• Review report generation loan documentation, and the
historical data and information capabilities
concerning the asset pool with its accuracy of data in the originator’s
The ability to generate accurate IT system.
ongoing ability to meet servicing and periodic reports is essential to the
reporting requirements. Drawing on management of all securitisations. • Ensuring saleability of assets
our previous experience of We can review existing systems and, Using rating agency eligibility
securitisations and extensive IT where necessary, design and criteria standards and utilising our
resources, we can help you perform a implement reporting capabilities that experience with a wide range of asset
review designed to identify likely are in line with the market standards, types, we will help select the optimal
problems and implement quick and and with the Regulation AB Standard pool to be securitised.
effective solutions. for SEC registered issuers.
• Maintaining data confidentiality
Our services often include:
Collateral analysis We are sensitive to our client’s
• Systems evaluation Before presenting asset-specific concerns for data confidentiality and
We will determine whether your information to rating agencies, will keep disclosure of closely held
existing system is sufficiently robust originators should undertake a customer information to a minimum.
and has the flexibility to address the complete review to confirm historical
servicing and reporting requirements performance of the assets being Prepare institution for
of a securitisation. Also, we will securitised. Transparent review and rating agency review
ensure that the data can be quickly analysis of underlying collateral for a After our in-depth analysis of our
exchanged with outside parties after transaction can save an originator clients’ collateral, systems and
a transaction closes (trustees, back-up money by translating into a higher operations, we will work closely with
servicer, rating agencies, etc). rating by the credit agencies. the client to ensure the best
presentation of their position to the
• Assessment of underwriting Our services include: rating agencies who, in turn, will
standards and collection policy determine the overall funding costs by
We will compare the originator’s • Portfolio data analysis
We will conduct a static pool analysis assigning ratings to the offered notes.
servicing capabilities with the
existing requirements and best on the underlying collateral portfolio
where we will provide an
Structuring services
practices of the market and Because investor demand decides the
determine whether the originator has in-depth look at the portfolio’s
performance over a specific period structure that will ultimately prevail,
sufficient capacity to service a we will work with your investment
securitisation transaction. If needed, of time.

Figure 1:

End-to-End Securitisation

Operations
Preparation for Pre-closing Post-closing
Feasability Review Collateral Structuring
Rating Agency Transaction Transaction
Reviews Infrastructure Analysis Services
Review Services Services
Preparation

Securitisation Transaction Services

Source: PwC

4 PwC Securitisation – services to originators

bank to ensure that the structure Pre-closing transaction and other figures that might appear
chosen is the most efficient and services in offering documentation or
cost-effective for all parties involved in Our traditional securitisation services marketing materials.
the transaction. revolve around comforting information • Asset pool reviews
Our services include: contained in the offering circular or Physical loan file due diligence,
marketing materials. pool sampling and data validation
• Cashflow modelling These services often begin with data are traditional services that ESFG
By developing securitisation preparation and collateral file due provides for transaction closing.
cashflow models we can clearly diligence and continue through For deals requiring asset-specific
illustrate to you how the comforting collateral stratification expertise, we can draw
securitisation programme will work. tables and data attributes listed in these upon collateral specialists within
documents. the relevant groups of PwC. For
• Resolve outstanding tax, accounting
We can provide analytical and cashflow example, professionals from our
and regulatory issues
modelling services in a timely manner, commercial real estate group are
The accounting and regulatory
fully supporting your transaction. usually included in due diligence
treatment of a transaction is often
projects for CMBS transactions.
critical to the originator. We have
wide experience of creating Our services typically include:
Post-closing services
structures which suit the issuer and • Agreed-upon procedures Our services include:
originator best from an accounting, We will perform agreed-upon
tax and regulatory perspective. procedures and compile our findings • Regulation AB
in a report ready for closing. Our work on one of the first
• Customised structuring
Regulation AB attestation exercises
Given an originators collateral and • Transaction modelling in Europe aswell as the first in
funding objectives, we will assist Using assumptions and Australia gave us a detailed insight
in determining the most efficient methodologies set forth in the into the process for new issues and
type of securitisation needed. For offering documentation, we will enables us to give you the support
example, warehouse versus term, recalculate the cashflows, the you need in this complex area.
revolving versus non-revolving etc. stratification of pool data according
to characteristics of the assets, the
weighed average life of the securities,

PwC Securitisation – services to originators 5

• Ongoing review of data integrity About the Global Structured About the Structured
and reporting Finance Group Finance Group
Whether the transaction is static or The Global Structured Finance Group By creating the SFG in 2000, PwC
not, the ongoing reporting and at PwC brings together a unique blend highlighted its commitment to provide
compliance with the developing of individuals from the areas of securitisation and structured finance
disclosure and due diligence securitisation and structured finance, services to its UK and Continental
principles is key and we can assist the corporate finance, tax, accounting and Europe, US and global clients. Our
originators in providing external capital markets in every major objective is to provide a comprehensive
comfort through an agreed approach European country, working closely with range of securitisation and structured
on these ongoing obligations. our US and Asia Pacific teams. We can finance services including feasibility
• SPE audit services bring to bear detailed current studies, operational and infrastructure
Our global presence allows knowledge of individual industries and reviews, collateral analysis, structuring
us to provide audit and taxation expertise in specific types of asset pools, advice, accounting advice and
compliance services for special based on our extensive corporate client postclosing services – by using
purpose entities created for base. We work closely with other experienced specialists drawn from
securitisations and structured finance specialist teams within the firm, across our global practice. Effective and
transactions, irrespective of the including the Financial Services timely delivery of these products has
jurisdiction in which they are located. Regulatory Practice, the European and enabled SFG to establish itself as
US Listings Groups and the Receivables a major player in all securitation
• Back-up servicing and collections Management Group. markets. SFG comprises individuals
PwC offers back-up servicing services with expertise in a variety of functional
through its Receivables Management specialties, including capital markets,
Group. The Group provides a full investment banking, transaction
range of credit management and consulting, tax and accounting. The
collections outsourcing, and has combination of leveraging this skillset
particular expertise in acting as with considerable transaction
standby servicer for a number of experience enables the group to offer
European banks. The Group also acts a well-rounded service to our clients.
as liquidation or collection agents on
several securitisation transactions
both in the US and in Europe.

We work closely with other specialist teams within

PwC, including the Financial Services Regulatory
Practice, the European and US Listings Groups and
the Receivables Management Group, which provides
standby servicer arrangements and liquidation
services.

6 PwC Securitisation – services to originators

 Contacts
To discuss any of the issues raised in more detail, please speak to your usual PwC contact
or one of our structured finance leadership team listed below:

Global & European

Peter Jeffrey
+44 (0)20 7212 5214
peter.c.jeffrey@uk.pwc.com

UK
James Hewer
+44 (0)20 7804 9605
james.hewer@uk.pwc.com

Australia
Colin Heath
+61 (2) 8266 1124
colin.heath@au.pwc.com

Americas
Frank Serravalli
+1 646 471 2669
frank.serravalli@us.pwc.com

David Lukach
+1 646 471 3150
david.m.lukach@us.pwc.com

This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication
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reliance on the information contained in this publication or for any decision based on it.
www.pwc.com/securitisation
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