On March 16, 2022, Interim Measure 1103, known as securitization MP, was issued. In summary, this MP established and regulated the general rules for securitization of credit rights and issuance of certificates of credit.
The previous legislation was divided into two other rules: real estate securitization subject to Law No. 9.514 of 20 November 1997; and securitization of agribusiness No. 11,076 of December 30, 2004.
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The new MP consolidated the legislation and introduced some changes as we will see throughout the article. However, before we can understand the changes and possible effects of MP on the capital market, we need to understand how securitization of receivables works in general.
What is securitization?
According to Article 17 of the MP, securitization is “the issuance and placement of securities to investors, the payment of which is primarily dependent on the receipt of funds from the credit rights that support it”.
The definition already refers to something complex. However, you don’t need to be an expert lawyer to understand how these titles work. Despite the legal complexity, it is possible to perceive that these titles are not a seven-headed beast.
Imagine a company that owns several properties for the purpose of generating income with long-term lease agreements already in place.
If the company wishes, it can receive the flow of these lease agreements in advance through a securitization company. This company will “pack” all these leases into a single vehicle and sell this new security, the certificate of credit, to investors who will receive the lease payment flow from the original contracts, also called collateral.
Without getting into the crux of the risks associated with each transaction, securitization is a way to bring more regulation and transparency to the investor involved in this credit forecasting process, as these transactions are based on the strong regulatory mechanisms provided by the CVM (Brazilian Securities and Exchange Commission). ). ).
In addition, such securities are only accessible to qualified investors, i.e. individuals with an equity capital of more than 1 million BRL and/or institutional investors such as funds, banks, insurance companies.
Changes with the new MP
After understanding the working mechanism of securitization of receivables, let’s see what has changed after the new Interim Measure.
Perhaps the main change introduced by MP was the possibility of expanding the possible types of receivables used as support for securitization, which until then were limited to real estate or agribusiness receivables.
The new MP allows securitization of receivables from any sector such as health, education, insurance, among others. However, securities from securitization for these segments are not exempt from Income Tax, as are securities from CRIs and CRAs, real estate and agribusiness segments, respectively.
The new MP also introduced other changes that made it possible to securitize receivables in foreign currency and raise funds abroad; the use of revolving mechanisms that allow some kind of recycling of receivables that form the background of the security; in addition to other measures that make the structure of credit certificates more flexible.
Nothing in principle changes for real estate receivable funds, as the Interim Measure better organizes the rules of the securitization game and creates new formats for securitization of receivables for sectors outside the real estate segment.
Thus, Real Estate Notes Receivable do not change, and therefore FIIs (real estate funds) whose portfolios consist of these securities do not change in practice.
Finally, it should be noted that any move to adjust the regulatory/legal framework is generally welcomed by the capital markets.
However, although the Temporary Measure has been in effect from the date of its publication and all transactions made within the scope of this date have been evaluated in accordance with the legislation, it must be converted into law by the Chamber until May 15, 2019. Extended to 2022 or another 60 days. And during this approval process, changes can be made to the basic text of the debates in the Assembly.
source: Noticias
Mark Jones is a world traveler and journalist for News Rebeat. With a curious mind and a love of adventure, Mark brings a unique perspective to the latest global events and provides in-depth and thought-provoking coverage of the world at large.