The UCM corporate trust and agency team has acted for many years for corporate trustees and agents on a wide variety of capital and loan market transactions, defaults, restructurings and disputes. Our experience spans advising note trustees, paying agents, fiscal agents, cash managers, loan/facility agents, calculation agents, security trustees and escrow agents.
We pride ourselves on providing an efficient and pragmatic service for corporate trustees and agents, their customers and other transaction stakeholders and have acted for all the major players in the market, both bank affiliated and the growing number of independent trust/agency providers now operating in Europe’s capital and loan markets. Working with colleagues in our banking, capital markets, tax and litigation practices, we provide a full service covering new issue/origination work, post-transaction advisory work (e.g. amendments and waivers, rating downgrades and general advice on the manner in which trustee/agent discretions may be exercised) and disputes, usually in the context of issuer/borrower defaults.
Securitisation / Security Trustee
Securitisation is the creation of asset backed securities that are backed by a stream of cash flows. The borrower issues debt securities that are repaid using only these cash flows. In this kind of arrangement, assets to be securitised are sold to a special purpose vehicle (SPV), thus isolating the ultimate borrower from any claims for repayment. The SPV then issues bonds or other debt instruments. The SPV then uses the money raised by issuing the debt securities to pay the ultimate borrower for the assets.
UCM understands the complexity and intricacies of such arrangement. We have the technical experience and expertise to execute these forms of niche financing. As an independent trust company that is not owned or controlled by any financial institution, we are able to act independently and impartially as a securitisation trustee.
In other types of securities back financing arrangement, UCM, as security trustee, will hold the pledged securities on behalf of lenders and thus safeguarding their interest.
As a bond trustee, UCM would collectively represent the bond holders who have invested their monies and ensure that the interests of the bond holders are protected by monitoring the bond issuer of its compliance to its obligations as set out in the trust deed.
UCM will advise the bond issuer, amongst others, on the appointment of arrangers, providing guidance on the structured payment, clarification on legal/statutory matters in issuance of the bonds, documentation process, registration and compliance of legal and statutory requirements.
Independent Escrow Agent Services
As an independent trust company, UCM is well suited to act as escrow agent. UCM will ensure that terms of the escrow agreement are complied with by all contracting parties. UCM as escrow agent will ensure that money and/or assets held under escrow arrangement are properly received and disburse, with the timing of such disbursement being dependent on the performance by the parties on the contractual provisions that have been agreed upon.
Offshore Trust Regulators
Association of Labuan Trust Companies
ALTC was established on the 8th July 1994 under the Societies Act, 1996. It comprises of Labuan Trust Companies established and registered under the Labuan Financial Services and Securities Act, 2010 and the objects of ALTC include the power to do the following activities namely:
- to promote the Federal Territory of Labuan as an International Offshore Financial Centre
- to deal with issues of common concern to members
- to disseminate information of common interest to members;
- to communicate and/or liaise with relevant authorities and bodies on all matters affecting of members;
- to raise funds by means of subscription or otherwise from members for all the purposes and objects of ALTC in such amounts and in such manner as is provided for in the constitution of ALTC;
- to generally promote and protect the mutual interest of members and to do all such other lawful acts as are incidental and conducive to the attainment of the above object or any of them.
Currently ALTC has 23 members and 1 associate member and together they strive to develop and promote Labuan to be a successful mid-shore jurisdiction.