Cuatrecasas advises Banco Santander on Spain’s first public full‑stack RMBS securitisation

Cuatrecasas represented Banco Santander in the transaction. The firm advised on the first public full‑stack RMBS securitisation carried out in Spain with deconsolidation, structured through a securitisation fund registered with the CNMV. The bonds issued by the “F.T. Santander Residential 1” fund were admitted to trading on the AIAF fixed income market and settled on Iberclear. The underlying assets consist of a portfolio of €775 million in residential mortgage loans in Spain. The transaction is a market milestone that creates a new route for risk management and balance‑sheet optimisation through a structured sale with bonds listed on a regulated market. The scheme permits the use of a single local special purpose vehicle (SPV), replacing the two‑vehicle approach typically employed, thereby simplifying execution and removing the complexity inherent in multi‑jurisdictional structures. A notable legal innovation in the deal was the incorporation of an instrument equivalent to residual certificates, commonly used in other jurisdictions to capture excess spread. This economic effect was achieved by legally designing two subordinated classes that replicate the outcome produced by residual certificates. The prospectus has been registered with the CNMV in accordance with applicable regulations and the fund’s bonds have been admitted to trading on the AIAF market of Bolsas y Mercados Españoles. Cuatrecasas represented Banco Santander with a team composed by: Jaime de la Torre (led the transaction), Jaime J. Rodríguez Lozano, Cristina Leach and Álvaro Heras from the Financial, Capital Markets group; Estefanía Portillo and Guillermo Solís from Litigation; and Fernando Remón, Rebeca Rodríguez and Javier Calle from Financial Taxation.

Cuatrecasas advises Banco Santander on Spain’s first public full‑stack RMBS securitisation

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