Asset Securitization SPC Management Services

This service provides the necessary SPC management operations to securitize assets through a special purpose company (SPC) and streamline financing.

We provide SPC management services (administrative management services) for special purpose companies, limited liability companies, anonymous partnerships, Cayman entities, etc., established in asset securitization transactions to financial institutions and investment advisory firms.

Reasons why a leasing company performs SPC management operations

BOT Lease has a history of accumulating know-how in SPC management operations in international leasing operations through the use of SPCs in ship financing and aircraft financing. Based on this experience and track record, we started accepting SPC management operations for monetary claim securitization in the early 1990s, and subsequently developed our target operations to include SPC management operations for private real estate securitization funds.

Scheme

Diagram Showing Two Types of SPC Management Operations. ①Real estate securitization (limited liability company/anonymous partnership (GK-TK) scheme, special purpose company (TMK) scheme, stock company/anonymous partnership (KK-TK) scheme. ②Monetary claims securitization (ABCP/ABL) scheme (accounts receivable, bill claims, medical fee claims)).

In the case of private real estate securitization funds

Private Real Estate Securitization Funds Scheme Diagram. ①Limited liability company is established through capital contribution by general incorporated association. ②Limited liability company concludes sales contract with originator and obtains real estate trust beneficiary rights. ③Limited liability company concludes asset management contract with real estate investment advisory company and administrative agency contract with BOT Lease. ④Limited liability company receives non-recourse loan funding from lenders (financial institutions) and investment in anonymous partnerships from anonymous partners.

In the case of monetary claim securitization

Monetary Claims Securitization Scheme Diagram. ①Cayman Islands SPC concludes credit enhancement contract, liquidity enhancement contract, and advisory contract with banks etc. (sponsors of claims securitization scheme). ②Cayman Islands SPC (Tokyo branch) and BOT Lease (administrative agent) conclude operating agent contract. ③Original debtors (obligors) of assigned claims conclude sales contracts etc. with assignor (seller) in commercial transactions. ④Assignor (seller) assigns claims etc. to Cayman Islands SPC (Tokyo branch). ⑤Cayman Islands SPC issues CP to investors and receives CP issuance proceeds from investors. ⑥Cayman Islands SPC pays accounts receivable etc. assignment proceeds to assignor. ⑦Cayman Islands SPC concludes collection agent contract with collection agent (servicer, usually same as "assignor"). ⑧Original debtors of assigned claims make debt payments to collection agent at maturity, and collection agent transfers collected funds to Cayman Islands SPC. ⑨Cayman Islands SPC redeems CP to investors.

Benefits

1. Administrative agency by specialized groups

We have established specialized groups for each securitized asset held by the SPC, such as monetary claims and real estate, and respond according to the needs of our customers (financial institutions, investment advisory firms, etc.).

2. Reliability and discipline as a bank-affiliated company

Under the disciplinary culture of a bank-affiliated company, we provide cash management services such as fund management and bank account management.

Main agency operations

We provide total services from the establishment of the SPC, through interim management, to dissolution and securitization procedures after the project ends.

1. Establishment and operation management of SPC

We provide the following services (major services shown) in cooperation with professionals such as lawyers and judicial scriveners:

  • Preparation and signing of various contract documents
  • Holding regular and extraordinary general meetings, preparing minutes, statutory advertisements
  • Dispatch of representatives and other officers, provision of company location
  • Registration necessary for company establishment, changes, dissolution, securitization

2. Fund management

Under the discipline and management policy of a bank-affiliated company, we provide the following services (major services shown):

  • Fund settlement when purchasing assets subject to securitization
  • Management of various payment due dates such as principal and interest payments on borrowings and payment of miscellaneous expenses
  • Management of deposits and withdrawals from bank accounts, management of bankbook seals
  • Preparation and reporting of cash distribution calculation sheets

3. Accounting processing, consolidated financial statement support

In cooperation with professionals such as accountants and tax accountants, we provide the following services (major services shown):

  • Preparation of SPC financial statements and silent partnership financial statements
  • Provision of information related to the preparation of sponsors' consolidated financial statements
  • * Tax-related services are provided by our affiliated tax accounting firm.