Special Purpose Vehicle (“SPV”)
In a typical asset securitization transaction, a company is incorporated with a view to owning certain income producing assets (a “special purpose vehicle” or “SPV”). Shares in the SPV are then issued to the Share Trustee by way of a discretionary trust, on trust, for the benefit of the Beneficiaries upon the terms and conditions of the Trust Deed and the trust shall be irrevocable.
Pacific Trustees holds the legal ownership as Share Trustee for identified beneficiaries in respect of assets to be transferred for a purpose or disposal of asset for repayment or holding shares for the proceeds to be utilized for repayment or financing of certain project pursuant to the provisions of the Declaration of Trust, relevant trust laws governing in Malaysia. We are well experienced whereby the Management Team are highly exposed to complex restructuring schemes and asset securitisation involving Government Link Companies and banking and financial institution.
In addition, Pacific Trustees Berhad also providing independent directorship services. We will act as directors of the SPV and do such act and sign such documents as may be required to be done or signed by the SPV or by a director of the SPV. Furthermore, we will do all acts necessary within their powers to ensure the SPV continues as a going concern throughout the tenure of the asset-backed securitization (including but not limited to defending or setting aside all actions, suits, claims, winding-up, execution, foreclosure and arbitration proceedings instituted against the SPV).
For over 20 years, Pacific Trustees Berhad has experience as Transaction Administrator mainly involving Asset-Backed Securitisation structure where our duties among others are:
To execute the instructions for the investment of funds on deposit in the Designated Accounts based on the recommendation of the Servicer;
Prepare monthly reports to specified transaction and its monitoring;
Receive Servicer reports indicating scheduled collections, actual collections, delinquencies, defaults, etc;
Review certain confirmation on the Servicer reports and complete cash and account reconciliation;
Where required, complete ‘waterfall” payment calculations of Issuer such as calculations of principal, interest, reserve account and other waterfall payments and disbursement prepared by the Lead Arranger as necessary;
Make regular payments and disbursements per “waterfall” calculations, as appropriate, to trustee, bondholders, Servicers, backup-up Servicers, credit enhancers, other various fees and expenses recipients and disburse excess funds to the seller/originator and maintain records relating to such calculations, payments and disbursements as prepared by the Lead Arranger;
Prepare the Transaction Administrator’s Report indicating waterfall payments and disbursements and any other information as required on a monthly/quarterly/half yearly basis and distribute the same to relevant parties i.e. Rating Agencies/Issuer in accordance with the specimen format; and
Monitor and operate the designated accounts.