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ResourcesGlossaryTrue Sale
SPV and Transaction Parties
Definition

True Sale

A transfer of assets constituting a legal sale (not a secured loan) so that the assets are excluded from the originator's insolvency estate. Requires: (1) intent of parties; (2) no obligation to repurchase at par; (3) no practical control retained; (4) supported by a true sale legal opinion. See also: VIE/ASC 810 for US GAAP consolidation consequences.

Deep Dives

SPV Structures

Related Terms

Special Purpose Vehicle (SPV)

A bankruptcy-remote legal entity created solely to hold assets and issue securities or borrow against those assets. Bankruptcy-remoteness is the defining feature — achieved through limited purpose charter, limited recourse provisions, and non-consolidation opinions.

Originator

The entity that originated the assets transferred into the securitisation. Under EU SR Article 6, the originator must retain a ≥5% material net economic interest.

Securitisation

The process of pooling financial assets (loans, leases, receivables) into a special purpose vehicle, which issues tranched securities backed by the cash flows from those assets. EU definition (SR 2017/2402 Article 2): a transaction where the credit risk associated with an exposure is tranched.

Perfection

Steps required to make a security interest enforceable against third parties. US: UCC-1 filing; UK: registration at Companies House within 21 days of creation; different regimes for different asset types.

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