Bank Finance Securitisation


The traditional activity focus of the securitisation has been linked to the activity of the financial institutions, and the use of this tool as a risk transfer mechanism and for obtaining finance.

Comprehensive Service
Specialised Advice
ABCP and Non ABCP Securitisation

Our team provides a professional and specialized service in all phases of the securitisation process.

1 - Design and Structuring

Preliminary advice

  • Rating Agencies methodologies (credit and counterparties).
  • Eligible collateral criteria - ECB.
  • Significant Risk Transfer (SRT).
  • Information requirements by type of assets.
  • STS securitisations, requirements, costs and implementation.
  • Market and Counterparties.
  • Accounting impact.


  • Definition of the selection criteria for the portfolio.
  • Definition of the specific information requirements based on the characteristics of the assets.
  • Coordination of the participants in the transaction.
  • Design of the legal and financial structure.
  • Analysis and optimization of the portfolio of securitised assets.
  • Implementation and calculation of credit improvements.
  • Modelling and processing of cash flows of the transaction.
  • Implementation of stress test.
  • Design of the operating scheme of the transaction.
  • Structuring phase with the Rating Agencies.
  • Analysis and optimization of the reporting systems.
  • Development of the information flows between the different actors in the transaction.
  • Interlocution with the arranger of the transaction and support for the placement process.

2 - Constitution

  • Supervision and preparation of the offering circular.
  • Coordination and supervision of the authorization process of the offering circular with the regulator.
  • Supervision of the audit process of attributes of the portfolio.
  • Tax advice.
  • Appointing of the financial services provider linked to the issuance
  • KYC process.
  • Rating allocation.
  • Interlocution with the "Third party verificator" to meet the STS requirements.
  • Coordination of the notary process with all the parties in the transaction.
  • Transfer of the assets to the securitisation fund and accounting of the operation.
  • Registration of securities in the Systems Company.
  • Issue and subscription of securities.
  • Supervision of the flows during the disbursement.

3 - Administration and Management

Master Servicer

  • Mapping of the fulfilment of the servicing obligations.
  • Checking remittances and regular services of the administrator.
  • Supervision and control of the fulfilment of the contractual obligations.
  • Verification of the payment obligations, proceedings against default, management of the awarded guarantees, etc.
  • Management and application of payments by the Administrator of the assets to the accounts of the SPV.
  • Specific reporting for supervisory bodies.
  • Interlocution with the rating agencies and processes related to the surveillance of the ratings.
  • Periodic development of the cash flows model, assuming different scenarios regarding pre-payments, defaults, interest rates, etc.
  • Management and storage of information history: delinquencies and defaults, collections, list of the covenants and guarantees, relevant, milestones, etc.

Trustee - Corporate Services

  • Implementation of the formal obligations required:
    • Control of the bank accounts (accounting and management).
    • Accounting and tax obligations.
    • Preparation and presentation of the accounting statements.
    • Specific reporting according to the documentation of the SPV.
    • Interlocution with the auditor firms.
  • Preparation of economic and follow-up reports.
  • Interlocution with investors and supervisory bodies.
  • Communication to the market of any relevant fact related to the transaction.
  • Activation of the administrative acts of the management and legal, representation of the SPV, including representation and defence of the interests of the Securities issued by the SPV and the other creditors:
    • Implementation and revision of all the processes for the modification of the documentation, novations, modifications of the initial documentation (account agreements, servicing agreement, Deed of Incorporation), new documentation which must be signed for the operation of the SPV, among others.
    • Putting into operation the incorporations of assets, issue of securities and creation of new compartments.
    • Monitoring and activation of the obligations assumed by the SPV, regarding the established Board of Creditors.
    • Implementation of the Liquidation process of the SPV.

Cash Manager - Calculation Agent

  • Application of payments according to the documentation of the fund.
  • Processing of the orders according to the Payment Priority Order.
  • Notification to the Systems Company (Iberclear) of the payments related to the issued securities.
  • Calculation and conciliation of the expenses.
  • Liquidation of derivatives.
  • Calculation and maintenance of the guarantees associated to the counterparties.
  • Follow-up of the covenants and triggers associated with the structure of the transaction.

Securitisation Alternatives


In addition to the financial institutions, in the past years the securitisation is being used as an efficient financing/investment mechanism in other areas of activity. Mainly:

NPLs Securitisation

The need of the Financial Institutions to lower the volume of unproductive assets in their balance has led to the development of a market where securitisation is performing a fundamental role.

Haya Titulización, as part of the Haya Real Estate Group and based on the experience acquired in the past years, is constituted as reference in this market segment.

In addition to the services indicated in the preceding section, and according to the specific characteristics and objectives of each transaction, we contribute value by:

  • Advice on the design of the optimal company structure.
  • Supervision of the portfolio for securitisation and related information requirements.
  • Coordination of processes and legal implementation: "Zero deed", Assets Management Agreement (AMA), etc.
  • Interlocution and negotiation with the Rating Agencies.
  • Design of the mechanism of the transaction operations: escrow accounts, associated guarantees, etc.
  • The implementation and optimization of the information flows with the servicer of the transaction. Haya Titulización is of all the market players, the manager who has collaborated with a greater number of non-financial and specialized servicers.
  • Supervision of the fulfilment of the Business Plan associated with the assets.

Funding Alternatives for Companies

The need for the non-financial companies to diversify their sources of financing, has led them to direct their focus of action to the capital markets. This need, together with the excess liquidity, is developing an emerging market with large growth expectations, with the MARF (among others) as the framework for action.

The financing of working capital, project finance, securitisation funds to channel direct investment, inter alia, are some of the areas where securitisation plays a relevant role.

Registered Adviser - MARF


The "Alternative Fixed-Income Market" (MARF) establishes as compulsory issue requirement, the participation of a previously authorised Registered Advisor. Haya Titulización is currently one of the Advisors Registered by MARF.

The roles performed by the Registered Adviser focus on the integral advice to the Issuer, the supervision of the issue process, and the relationship with the market and investors, once the transaction has been initiated.

Functions of the Registered Adviser:

On the incorporation of the securities in the Market:

  • Advise and assist the Issuing Entity in the requirements which must be met to ensure their securities are incorporated in this Market according to the applicable regulations.
  • Review that the Issuer Entity meets the requirements for incorporation established in the regulation of the Market.
  • Ensure that the information that the Issuer Entity disclosures, meets the requirements of the regulations and does not omit relevant data or mislead the investors.

Once the securities are incorporated:

  • Advise and assist the Issuer Entity in relation to its regulatory obligations: 
i) Information and documentation to disclosure on time and in due form.
ii) The exceptional situations which may occur in the evolution of the price, trading volumes and.
iii) Other relevant circumstances in the negotiation of the securities of the Issuer Entity and the information which the Issued Entity will disclosure on a regular or on a timely basis.
  • Manage, process and respond to the consultations and requests for information by the Market to the Registered Adviser in relation to their obligations.
  • Communication of any relevant fact, related to the issue.

Other Services


The capabilities acquired by the team that integrates Haya Titulización allows us to develop additional solutions and products, designed to tailor to the needs of our customers: Analysis of portfolios, valuation of assets, feasibility of projects, corporate support services and regulatory matters.

Some specific roles which we could also assume in the area of securitisation would be (both in Spanish transactions and outside Spain):

  • Covered Pool Monitor
  • Master Servicer
  • Back-up Servicer Facilitator
  • Calculation of Guarantees - Synthetic Operations
  • Reporting Entity