Cuatrecasas advises Santander on a full-stack RMBS securitisation

Cuatrecasas has advised Banco Santander on the first public full-stack RMBS securitisation (with deconsolidation) carried out in Spain, structured through a securitisation fund registered with the CNMV, with bonds admitted to trading on the AIAF and settled on Iberclear. The underlying assets of the “F.T. Santander Residential 1” fund correspond to a portfolio of €775 million in residential mortgage loans in Spain.

The transaction is a milestone for the Spanish market, opening up a new avenue for risk management and balance sheet optimisation through a structured sale with bonds listed on a regulated market. The scheme allows a single vehicle (SPV) to be used at the local level, instead of the two usually employed, which simplifies the execution of these transactions and eliminates the complexity inherent in a multi-jurisdictional structure.

One of the legal innovations has been the incorporation of an instrument equivalent to residual certificates, which is present in other jurisdictions and captures the excess spread of the transaction. This equivalence has been achieved through two subordinated classes that have been legally designed to produce an economic effect similar to that of such certificates.

The prospectus has been registered with the CNMV in accordance with applicable regulations and the bonds issued by the fund have been admitted to trading on the AIAF fixed income market of Bolsas y Mercados Españoles (BME).

Jaime de la Torre led the transaction, together with Jaime J. Rodríguez Lozano, Cristina Leach and Álvaro Heras, all from the Financial, Capital Markets group. The team also had the collaboration of Estefanía Portillo and Guillermo Solís, from Litigation. As well as Fernando Remón, Rebeca Rodríguez and Javier Calle, from Financial Taxation.