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Global structured finance group www.pwc.com/securitisation An overview of our full suite of services, leadership team and publications.
Global structured finance group
www.pwc.com/securitisation
An overview of our full suite of services, leadership team and publications.
In total, more than 300 PwCprofessionals across Europe, US andAsia provide clients with advice, in-depth market insight and pre-eminenttransaction support in securitisationand structured finance deals.
We pride ourselves on making apositive contribution to thedevelopment of the structured financemarket, promoting a betterunderstanding of the industry, assistingin improving transparency andproviding an independent view toregulators and supervisors. We assist awhole range of clients, from thoseestablished and recurring issuers all theway through to those consideringsecuritisations for the first time.
Who are we?The global Structured Finance Group (SFG) is composed of experts located around theglobe, including dedicated teams in London, Washington DC, New York and Sydney.The SFG comprises of professionals with extensive knowledge of securitisation andstructured finance in all the main jurisdictions around the world.
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300In total, more than 300 PwC professionals acrossEurope, US and Asia provide clients with advice, in-depthmarket insight and pre-eminent transaction support insecuritisation and structured finance deals.
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Global leadership teamGlobal & EuropeanPeter Jeffrey co-ordinates the Global SFG as well as heading up the European SFG.
Peter is an expert in structuring, including accounting and regulatory as well as project managementand feasibility studies. He has been involved in and advised on a whole range of transactions fromRMBS in prime and sub prime markets to whole business securitisations. He also has extensiveexperience of Master Trust Structures.
Peter is currently co-chairman of the accounting committee of the European Securitisation Forum.
UKJames Hewer has worked in financial services and in particular banking for over 15 years. James isone of the firm’s leading experts in financial instruments and structured products. He specialises instructuring, transaction and accounting advice in relation to financial instruments, leading thedevelopment and provision of services to our IFRS reporting clients. James co-leads the StructuredFinance Group in London, providing assurance, structuring advisory and due diligence services tonumerous audit clients and financial institutions to help them understand the implications of IFRS ontheir products, structures and services.
AustraliaColin Heath co-ordinates the securitisation practice in Australia. He has extensive experienceproviding advice on financial accounting, internal control and risk management and is a specialist infinancial markets, securitisation and structured transactions.
Colin also sits on the Australian Securitisation Forum’s Accounting and Tax Sub-committee and iscurrently chairing a working group looking at the standardisation and consistency of asset duediligence practices in the securitisation market in Australia.
AmericasFrank Serravalli co-heads the American SFG. Frank has extensive expertise in the FS Industry,including accounting, tax and quantitative advisory services, hybrid securitisation structures,Reg AB and evaluation of securitisation platforms.
Frank has lectured extensively on derivative products and financial instruments. He is a board memberof American Securitisation forum and a member of the Wall Street Tax Association.
David Lukach co-heads the American SFG. David has broad experience with complex multinationalfinancial institutions, with respect to advising them on transaction structuring and accounting, theissuance of MBS and ABS securities, financial reporting, the assessment of controls and account policyevaluation and implementation.
David is a frequent speaker at US and global asset securitisation conferences. He is a board andexecutive committee member of the American Securitisation Forum.
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Our clients and servicesOur full suite of services supports issuers and other participants in the securitisation andstructured finance industry with every aspect of a transaction, from initiation throughexecution and ongoing reporting requirements to support and advice in relation to distressedstructures and the unwinding of programmes.
Our extensive experience, industryknowledge and global network, meanthat we can offer a unique andcoordinated accounting, tax,transactional and advisory service.
We are present in all major marketsaround the world and we work withoriginators, investment banks,servicers, administrators, trustees andother parties in virtually all assetclasses, including residential andcommercial mortgages, covered bonds,commercial loans, auto loans andleases, trade receivables, credit cardsand student loans.
In addition to traditional securitisationservices, we provide a range of otherservices in relation to other structuredfinance transactions including CDO’s,CLO’s, SIV’s, CDPC, CP conduit’s andother structures and deals. We alsoadvise almost all the major investmentbanks on accounting and regulatoryissues surrounding structured financeproducts.
We have a dedicated team of expertswho provide accounting advice on allaspects of IFRS and U.S GAAP, alongwith other local accounting regimesaffecting structured finance products.
Education & trainingTailored courses run to educate andtrain clients new to the securitisationand structured finance market.
Feasibility reviewsWorkshops run to evaluate for clientsthe advantages of securitisation andstructured finance on fundingobjectives and their business strategy.We also provide project managementservices to issuers.
Tax strategies andstructuringOur close proximity to tax authoritiesensures our clients have the bestpossible response time with respect totax opinions and tax advice relating tosecuritisations.
Asset pool due diligenceWe will perform agreed uponprocedures, for example physical loanfile due diligence, pool sampling anddata validation, to assist investmentbanks in their due diligencerequirements.
Data servicesWe work with issuers to ensure thequality, integrity and validity of thecollateral data provided to theinvestment banks. We use IT andproject management expertise toresolve data production and deliveryproblems.
Transaction modellingWe provide modelling and reverseengineering services to comfort bond-specific information both at originationand on an on-going basis.
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Accounting andregulatory adviceAccounting treatment of securitisationand structured finance structures underIFRS, US GAAP and other accountingframeworks. Guidance on latestdevelopments on accounting rules andtheir impact on structures and adviceon regulatory treatment of structuresfor both originators and lead managers.
Back-up servicing andcollectionsWe provide a full range of creditmanagement and collectionsoutsourcing, including expertise inacting as a standby servicer andliquidation or collection agents.
Investor reporting andongoing deal managementWe provide comfort to trustees andcollateral managers on the accuracy ofongoing reports provided to investors.This usually includes the provision ofcomfort on the underlying periodiccashflow disbursements.
Regulation ABFor SEC regulated issues we provideadvice on Reg AB compliance as well ascompliance attestation services.
SAS 70 controls reviewsWe provide non-financial assuranceservices over the control environmentand operations of our servicing clients.
Audit and tax complianceservicesOur Global presence allows us toprovide audit and tax complianceservices for special purpose entitiesused for securitisations and structuredfinance transactions.
Technology solutionsWe assist clients in the design,configuration and implementation offinancial risk management models andother applications.
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Supporting thesecuritisation industryWe consider one of our roles to be a key driver in promoting a better understanding of thesecuritisation and structured finance industry, emphasising both the benefits and thepotential pitfalls, as well as developing ideas as to the future direction of the industry.
To achieve this challenge, we interactactively with various regulators andindustry bodies including the
European Securitisation Forum, theAmerican Securitisation Forum and theAustralian Securitisation Forum.
Members of the team hold seniorpositions in the European, US andAustralian Securitisation Forums andwe have provided a number of speakersfor securitisation and CDO conferencesorganised by these associations.We have also spoken widely at otherconferences and produced a number ofindustry leading publications onsecuritisation and structured finance.
Facing the turmoil byproviding assistance andadviceDuring the recent market dislocationwe have been active in supporting theindustry through a number ofinitiatives including media briefingsand helping various regulatory bodiesunderstand the sector better. This hasincluded sessions with, amongst others,the Bank of International Settlement onthe working of conduits and relatedaccounting issues, attending a‘roundtable’ at the OECD to suggestreasons for the current crisis andpossible learning points and presentingto the ECB on the working of thestructured finance market. We havealso met with the NY Federal ReserveBank, other US regulators andAustralian regulators.
We have issued a number of whitepapers in response to the credit crunchand have had significant input into thedebate as to how structured financeinvestments should be valued in thiscurrent climate.
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PublicationsThe following collection of publications has been produced or contributed to by PwC to address topical issues impacting the securitisation industry.
These publications draw on our accumulated experience and participation in the global securitisation market over thepast 20 years.
Securitisation – working with originators
www.pwc.com/securitisation
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.
Securitisation – working with arrangers and managers
www.pwc.com/securitisation
Making it easier for arrangers and managers. In this publication we discuss our services and solutions for lead managers at each stage of the structured finance cycle.
A Practitioner’s Guide toSecuritisation (published by City & Financial 2006)The Practitioner’s Guide toSecuritisation examines fundedstructures, synthetic securitisations andcollateral debt obligations and assessesthe relative benefits of each, as well aslooking at the process involved instructuring a securitised deal and therole of the different parties.
Securitisation – working withoriginatorsCompanies considering securitisationfor the first time often find the processdaunting. Evaluating whethersecuritisation is the right businessoption and then dealing with thepractical problems of implementing atransaction can absorb a considerableamount of management time anddetract from the day-to-day running ofthe business.
Securitisation – working witharrangers and managersWe offer a wide range of services toinvestment banks involved in arrangingsecuritisation and structured financetransactions. Our professionals draw onyears of experience in securitisationand securitisation-related areas in theUS, throughout Europe and across Asiato advise investment banks.
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Securitisation – achieving taxneutralityEnsuring that the tax consequences of asecuritisation transaction are knownwith certainty, in relation to both theoriginator and the issuer is a vitalaspect of structuring and implementingthe transaction.
Securitisation after the creditcrunch: is it right for your business?Undertaking a securitisation is acomplex business decision requiring theinvolvement of many functional areasof a company and a number of externalprofessionals. It is undoubtedly acomplex process and good projectmanagement is key, but it is anincreasingly important tool for manycompanies, both within and outside thefinancial services sector. We believethere are good reasons why this trend isset to continue.
The Journal - Breaking the ice: Usingtransparency and accountability tothaw the securitisation markets The securitisation markets were at thecentre of the financial crisis. In thisarticle we discuss what happened to the securitisation industry and thefuture landscape.
A Closer Look - Part of an ongoing series lookingat The Dodd-Frank Wall Street Reform
Impact on Asset Managers Impact on SecuritizationActivities: the RetentionRequirements
Impact on Advisors toPrivate Equity Fund
To receive an electronic copy of thesepublications please visit our websitewww.pwc.com/securitisation
To receive an electronic copy of these and other ‘A Closer Look’ pieces on Dodd-Frank, please visit www.pwcregulatory.com
Securitisation – achieving tax neutrality
www.pwc.com/securitisation
Why is tax important in a securitisation deal? In this publication we discuss some of the tax implications for both the originator and the issuer.
Securitisation – after the credit crunch Is it right for your business?
www.pwc.com/securitisation
Securitisation undoubtedly received a lot of adverse press during the credit crisis. In this publication we discuss how securitisation works and the process involved in undertaking a securitisation.
The JournalBreaking the ice: Using transparency and accountability to thaw the securitisation markets
www.pwc.com/journal
The securitisation markets were at the centre of the financial crisis. In this article we discuss what happened to the securitisation industry and the future landscape.
April 2011
An ongoing series
Impact On Securitization Activities: the Retention Requirements October 2010
Subtitle D of Title IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank or the Act) is intended to prompt improved practices and enhanced disclosures with respect to securitization activities. The Act is expected to significantly impact the activities and reporting of entities involved in the securitization of financial assets – including issuers of asset-backed securities (“ABS”) and their sponsors (collectively, “securitizers”), as well as originators of the underlying collateral sold to such securitizers.
Perhaps the most significant change introduced by Subtitle D is the requirement that a securitizer and collateral originator(s) retain a minimum economic interest in the related ABS. The scale and form of the required retention is expected to vary based on the characteristics and perceived credit risk of the underlying collateral. The structural attributes of the securitization also may affect retention parameters.
The ultimate impact of Subtitle D on securitization activities will depend on the content of the interpretive rules that the Federal banking agencies – the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”) – and the Securities and Exchange Commission (“SEC”) (collectively, the “rule makers” or “regulators”) are charged with promulgating. The rule makers enjoy substantial latitude in establishing this implementation guidance.
In this A Closer Look, we focus on Section 941 of Subtitle D, which deals exclusively with credit risk retention. Subsequent A Closer Looks will address related matters, such as the Act’s new ABS disclosure and reporting requirements, enhanced regulation of credit rating agencies, and the interaction between the provisions in Subtitle D and other proposed regulations relating to ABS and securitization activities.
A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act
To view our other A Closer Look pieces on Dodd-Frank, please visit www.pwcregulatory.com
Part of an ongoing series
Impact On Advisers to Private Equity Funds May 2011
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank, or “the Act”) will for the first time bring private equity fund advisers under the oversight of the Securities & Exchange Commission (SEC). For private equity firms, the impact of new regulation and oversight will be significant and will require changes to controls, staffing, record-keeping, and disclosures to fund investors, as well as establishing new compliance programs under the Investment Advisers Act of 1940 (Advisers Act).
The SEC recently indicated that private fund advisers—including advisers to private equity funds—will have until the first quarter of 2012 to register as advisers with the SEC and come into compliance with their new obligations under the Advisers Act. Advisers should use this brief additional time to ensure that they have implemented effective controls and compliance programs and are fully ready for registration. This A Closer Look describes the impact of Dodd-Frank on private equity advisers and looks into some of the particular issues they’ll face. It complements earlier A Closer Look pieces such as Impact on Alternative Asset Managers (August 2010) and Reporting by Private Fund Advisers on Form PF (March 2011).
A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act
To view our other A Closer Look pieces on Dodd-Frank, please visit www.pwcregulatory.com
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ContactsTo discuss any of the issues raised in more detail, please speak to your usual PwC contactor one of our structured finance leadership team listed below:
Global & European
Peter Jeffrey+44 (0)20 7212 [email protected]
UK
James Hewer+44 (0)20 7804 [email protected]
Australia
Colin Heath+61 (2) 8266 [email protected]
Americas
Frank Serravalli+1 646 471 [email protected]
David Lukach+1 646 471 [email protected]
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 publicationwithout obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to theextent permitted by law, PricewaterhouseCoopers does not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, inreliance on the information contained in this publication or for any decision based on it.
www.pwc.com/banking© 2011 PwC. All rights reserved. Not for further distribution without the permission of PwC. “PwC” refers to the network of member firms of PricewaterhouseCoopers International Limited (PwCIL),or, as the context requires, individual member firms of the PwC network. Each member firm is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCIL does notprovide any services to clients. PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional judgment or bind them inany way. No member firm is responsible or liable for the acts or omissions of any other member firm nor can it control the exercise of another member firm’s professional judgment or bind anothermember firm or PwCIL in any way.
