融资与证券

融资与证券内容摘要：

ed by equity nor by secured borrowed capital. Mezzanine financing is primarily found in German law in two different mezzanine investor either grants a subordinated loan or acquires a dormant equity holding. In the case of the subordinated loan, the lender concludes a loan contract with the borrower. The loan contract also contains a socalled subordination agreement according to which, in the event of insolvency, the claims under the mezzanine loan are subordinate to the claims of all other creditors of the pany with the exception of the shareholders. The investor does not therefore participate in the loss (but can participate in the profits) and receives fixed interest on the capital he has provided during the contract term..Subordinated loans are generally agreed for terms of five to ten years. Mezzanine loans are normally mezzanine investor bees a partner in the borrower on conclusion of a dormant partnership agreement.. One typical aspect of the dormant partnership is that the lender participates in the mercial enterprise of someone else by making a capital contribution. A dormant participation must by law involve profitsharing， losssharing may be agreed in the contract. Furthermore, the contract can also include continuous minimum interest which has to be paid to the investor,regardless of the pany39。 s results. A dormant participation gives the dormant partner certain supervisory rights. For example, the dormant partner is entitled to demand a copy of the annual financial statements and check them for correctness by examining the books and records. A dormant participation is shown as borrowed capital in the balance sheet. However, other contractual forms are conceivable so that a separate item is formed between equity and borrowed capital in the pany39。 s balance sheet. The costs of mezzanine financing are higher than those of a conventional bank loan owing to the risk involved. In addition to a share in the profits, dormant partners or subordinated lenders are often granted a right of conversion. This means that the lender is given the right to convert his capital, in whole or in part, into direct equity and as a result bee a shareholder. Such a right is often linked to a negative development of the pany. The advantage for the borrower is that,when claims to repayment are converted into equity, the repayment claims are reduced or are even eliminated pletely. The disadvantage is that a usually unwanted third party bees a shareholder. 4. Securitisation With securitisation, receivables are packaged as securities and issued as bonds on the capital market. Securitisation therefore replaces traditional financing instruments such as bank loans and gives a broader range of financing sources. Securitisation permits real estate investors to gain direct access to the capital basic structure of securitisation is that the respective assets are transferred to a bankruptcyremote financing vehicle in the form of a corporation which issues bonds to investors to refinance the assets. Assets are removed from the pany39。 s balance sheet in the form of assetbacked securities (ABS) and refinanced on the international capital markets through a pany established solely for the purposeof connection with the financing of real estate, it is above all future flows of receivables arising from rental contracts, future rental contracts, remaining real estate values or proceeds from the sale of real estate which are securitised. The heart of an ABS transaction is a specialpurpose entity, or specialpurpose vehicle SPV. This is a body corporate,。