Because these deals are not subject to the same public ratings processes or standardised disclosure requirements, they provide more room to adjust for complexities such as varying regulatory capital treatments or atypical cash flow characteristics. While they can require more time and effort, private securitisations continue to attract interest because they allow deals to reflect the specific conditions of the assets and participants involved.
From templates to tailored deal structuring
One of the clearest signs of how structured finance in Europe has evolved is the shift in how deals are documented and agreed. Public transactions often relied on standard templates to streamline documentation. In contrast, private securitisations increasingly use tailored agreements based on Loan Market Association (LMA) standards, which are negotiated to reflect the specific needs of each transaction.
Rather than relying on minor adjustments to standard templates, arrangers and advisors take the lead in building today's private deals through detailed, ground-up negotiations, with investors influencing terms during the structuring process. The old practice of blacklining (marking changes from standard documents) is now rare, as each agreement is expected to be crafted specifically for the asset class, jurisdiction, and risk profile in question.
This change in documentation has also raised expectations around how deals are managed operationally. Arrangers, issuers, and service providers need to bring practical experience and sound judgement, responding quickly to changing deal terms and anticipating challenges early. New entrants to the market can succeed by engaging early with experienced partners, who can help identify issues before they arise and adapt to evolving deal terms effectively.
Examples of potential questions to address early with trustees, agents, and other administrative service providers include:
- Clarifying how cash flows will be allocated and reported across different jurisdictions.
- Ensuring the Cash Manager is prepared to handle multi-currency account structures and frequent reporting cycles.
- Confirming legal documentation is aligned with responsibilities for each role performed under various local laws.
- Identifying any ambiguities in control mechanisms or waterfall provisions that require oversight.
- Aligning on data delivery formats and schedules to ensure seamless reporting and compliance.
- Addressing how regulatory capital treatment for different counterparties may affect trustee duties or collateral management.
A full-service provider can offer an end-to-end approach to these questions. In Wilmington Trust’s discussions at these early stages, clients tell us that it helps to be able to address these questions and potential interdependencies with a streamlined provider. Moreover, operational excellence alone is no longer enough; what matters now is a collaborative approach combining experience, regulatory knowledge and hands-on structuring skills can help shape deals from the outset.
Regulation and complexity in context
Regulation continues to play an important role in shaping the structured finance market in Europe and the UK. EU-level efforts, including the European Commission’s High-Level Task Force on EU Capital Markets led by Mario Draghi and the joint report on financial stability and capital markets from Christian Noyer and other central bankers, have aimed to promote securitisation as a tool for funding growth. Further changes are on deck in areas such as the evolution of the European Capital Markets Union, Capital Requirements Directive VI (CRD VI) provisions coming into force in the next 12 months, and the eventual final contours of Payment Services Directive 3 (PSD3) for payment flows and servicing that should emerge by 2026.
These regulatory shifts will continue to set boundaries on what is possible. Requirements around due diligence, risk retention, and capital treatment, including those for insurers under Solvency II and banks under Basel III, still present challenges. These rules do not necessarily hinder deal-making, but they do require careful attention and flexibility in how deals are structured.
Private securitisations allow participants to respond more effectively to these varied regulatory demands. While public deals often follow more prescriptive paths, private transactions give issuers and investors room to address specific legal and operational challenges without being bound by some of the more rigid requirements faced in public deals.
As the market evolves, complexity remains a defining feature. We are seeing more hybrid transactions that combine elements of public and private deals, as well as continued interest in a wider range of asset classes. These developments reflect a practical truth: in a market where no single model fits all, success depends on experience, adaptability, and the ability to manage complexity thoughtfully.
Complexity is not something to eliminate or overcome. It is a fact of the market. Firms that have embraced this reality by developing adaptable and bespoke approaches are already showing how effective navigation of this landscape leads to tangible results. Understanding how to work with complexity rather than struggle against is a market advantage. A flexible trustee and agent can give firms an edge as the environment changes.
Wilmington Trust can help you navigate current and future complexities. We work collaboratively with you to ensure each transaction is executed and administered properly from beginning to end. Contact us today to discuss your transaction and needs. 2Disclosure number, please reference additional details in the Disclosures section at the bottom of this page.
Wilmington Trust’s domestic and international affiliates provide trust and agency services associated with restructurings and supporting companies through distressed situations.
Not all services are available through every domestic and international affiliate or in all jurisdictions. Services are available only to institutional clients, (i.e. Eligible Counterparties or Professional Clients as defined by applicable regulations), and not for Retail clients.
This article is intended to provide general information only and is not intended to provide specific investment, legal, tax, or accounting advice for any individual. Before acting on any information included in this article you should consult with your professional adviser or attorney. Facts and views presented in this report have not been reviewed by, and may not reflect information known to, or the opinions of professionals in other business areas of Wilmington Trust or M&T Bank. M&T Bank and Wilmington Trust have established information barriers between their various business groups.
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