Special Purpose Vehicle (SPV)
In a typical asset securitisation transaction, a company is incorporated with a view to owning certain income-producing assets (via a special purpose vehicle or SPV). Shares in the SPV are then issued to the Share Trustee by way of a discretionary and irrevocable trust for the benefit of the Beneficiaries upon the terms and conditions of the Trust Deed.
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 utilised for repayment or financing of certain project pursuant to the provisions of the Declaration of Trust and relevant trust laws in Malaysia. We have a pool of expertise with key skills in complex restructuring schemes and asset securitisation involving government-linked companies as well as banking and financial institutions.
We also provide independent directorship services whereby we act as directors of the SPV and do such acts and sign such documents as may be required to be done or signed by the SPV or any of its directors. Furthermore, we do all acts necessary within our powers to ensure the SPV continues as a going concern throughout the tenure of the asset-backed securitisation, including but not limited to, defending or setting aside all actions, suits, claims, winding-up, execution, foreclosure and arbitration proceedings instituted against the SPV.
We also have hands-on experience as a Transaction Administrator mainly involving Asset-Backed Securitisation structure where our duties include:
Executing instructions for investment of funds on deposit in the Designated Accounts based on the recommendation of the Servicer;
Preparing monthly reports to specified transactions and their monitoring;
Receiving Servicer reports indicating scheduled collections, actual collections, delinquencies, defaults, etc;
Reviewing certain confirmations on the Servicer reports and completing cash and account reconciliation;
Completing “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 and when necessary;
Making regular payments and disbursements per “waterfall” calculations, as appropriate, to Trustee, Bondholders, Servicers, back-up Servicers, credit enhancers, and recipients of other fees and expenses, as well as disbursing excess funds to the Seller/Originator and maintaining records relating to such calculations, payments and disbursements as prepared by the Lead Arranger;
Preparing Transaction Administrator’s Reports indicating “waterfall” payments and disbursements and any other information as required on a monthly, quarterly, or half yearly basis, and distributing the same to relevant parties, i.e. Rating Agencies/Issuer in accordance with the specimen format; and
Monitoring and operating the designated accounts.