Essential guide
Securitization, without the mystery.
How future receivables become collateralized securities — who takes part, how money circulates and what protects the investor.
Definition
Legal basis: Law 14.430/2022 — Brazil’s securitization framework.
To securitize is to assign receivables to a securitization company, which uses them as collateral to issue securities whose payment depends on those cash flows.
How the money moves
Two flows, one structure.
Protection features
What gives the transaction safety.
Mechanisms used alone or together to protect investors. Each issuance defines its own in the indenture.
Fiduciary regime
The issuance’s credits form a segregated estate, distinct from the securitization company’s own assets and dedicated only to that issuance’s securities.
Eligibility criteria
Objective rules each credit must meet to enter the collateral: product type, tenor, obligor profile, documentation.
Subordination
Junior series absorb losses before senior series, creating a protection cushion.
Overcollateralization
The value of assigned credits exceeds the value of the securities, providing a buffer against default.
Recourse and repurchase
The assignor may be required to repurchase or replace defaulted credits or credits that stop meeting the criteria.
Trustee
Represents noteholders and monitors the issuer’s indenture duties when appointed.
Distribution
Public offering and private placement.
Disclosure rules depend on the distribution method. Finadi Capital issuances are private placements.
Public offering
- Selling effort directed at the general public, through ads, the internet and broad solicitation.
- Requires registration or a specific CVM process (CVM Resolution 160/2022).
- Standardized offering documents and public disclosure of terms.
Private placement
- Aimed at identified investors with a prior relationship with the issuer.
- No public selling effort and no public-offering registration with the CVM.
- Terms presented directly to eligible investors after KYC — never on open channels.
Vocabulary
The terms that matter.
- Assignor
- The company that transfers (assigns) its credit rights to the securitization company in exchange for immediate funds. In credit operations, it is usually the institution that originated the loans.
- CCB — Bank Credit Note
- A credit instrument issued by an individual or a legal entity in favor of a financial institution, representing a promise to pay. It is an extrajudicial enforceable title, circulates by endorsement and is governed by Law No. 10.931/2004.
- Collateral
- The pool of credit rights that supports the issued securities. It is the source of the funds that pay yield and amortize investors — which is why collateral quality is decisive for transaction risk.
- Debenture
- A debt security issued by a stock corporation that gives the holder (noteholder) a credit right against the issuer on the terms of the indenture (Law No. 6.404/1976, Articles 52 et seq.).
- Indenture
- The document that formalizes the debenture issuance and defines all of its terms: amount, series, tenors, yield, security, collateral, acceleration events and issuer duties. It prevails over any informational material.
- Segregated estate
- The pool of credit rights, security and funds allocated to an issuance under a fiduciary regime. It does not answer for other debts of the securitization company and is administered for the benefit of the security holders.
- Subordination
- A structure in which a series or class is paid only after another, senior series. The junior tranche absorbs losses first, protecting senior investors.
- Trustee
- The institution that represents the community of noteholders vis-à-vis the issuer, monitoring compliance with the indenture and protecting investors’ interests.
Common questions
Questions about securitization.
In a bank loan, the bank uses its own balance sheet to grant the credit. In securitization, the credits are transferred to a securitization company, which uses them as collateral to issue securities purchased by investors. Risk then depends mainly on the assigned portfolio, not on the originator’s balance sheet.
To bring forward funds it would otherwise receive only in the future, recycle capital for new operations, diversify funding sources and, often, obtain a more efficient cost of funds than traditional bank credit.
Collateral is the pool of credits that supports the issued securities. Because those credits generate the cash flow to investors, their quality — obligor profile, security, documentation and granularity — is the main driver of risk.
It is the mechanism in Law No. 14.430/2022 that segregates an issuance’s credits from the securitization company’s general estate, forming a segregated estate dedicated exclusively to that issuance’s investors.
The trustee, when appointed in the indenture, represents the community of noteholders and monitors the issuer’s compliance with its duties.
Relationship
Shall we talk?
Registration is a mandatory identification (KYC) step and does not imply an offer or any right to participate in transactions.
For investors with a prior relationship with Finadi Capital.
Noteholder registration AssignorFor companies with receivable portfolios seeking structured funding.
Assignor registration ManagementMonday to Friday, 9 a.m. to 6 p.m. (BRT). We typically reply within one business day.
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