Question ID:
Legal Act:
Regulation (EU) No 575/2013 (CRR)
Securitisation and Covered Bonds
COM Delegated or Implementing Acts/RTS/ITS/GLs/Recommendations:
Not applicable
Not applicable
Disclose name of institution / entity:
Type of submitter:
Law firm
Subject Matter:
Definition of "originator"

Should an entity purchase third party's exposures without acting for its own account (e.g. a special purpose vehicle issuing limited recourse notes collateralised by the aforementioned exposures), such entity does not qualify as the "originator" for CRR purposes and, therefore, will NOT be able to act as retainer of the net economic interest in the subsequent securitisation of the exposures. Can, however, the person(s) for the account of which the exposures were acquired in the first place (i.e., in the example above, the investors in the notes issued by the special purpose vehicle), be deemed to have, in turn, "indirectly" acquired the exposures for their own account (through the special purpose vehicle) and, therefore, qualify as "originator(s)" and retainer(s) of the net economic interest for CRR purposes at the time of the subsequent securitisation of the exposures?

Background on the question:

The EBA considers structures establishing an "originator SSPE" with third-party equity investors solely for creating an "originator", to be non-compliant with the ‘spirit’ of the retention requirements (and, therefore, abusive). For example, an "originator SSPE" is established solely for buying a third party’s exposures and securitises the exposures within one day. See page 22 of the EBA Report on Securitisation Risk Retention, Due Diligence and Disclosure of 12 April 2016. However, it needs to be clarified whether, in the presence of a SSPE, the third-party equity investors themselves could act as "originators" thus preserving the ‘spirit’ of the retention requirements.

Date of submission:
Published as Rejected Q&A
Rationale for rejection:

Please note that as part of adjustments to the Single Rulebook Q&A process, agreed by the EBA and the European Commission, it has been decided to reject outstanding questions submitted before 1 January 2020, when the Q&A process was updated as part of the last ESAs Review. In particular, the question that you have submitted has now regrettably been rejected and will not be addressed.

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Rejected question