Structured Transaction Infrastructure
Seven diagrams of how a transaction is assembled.
Each diagram distinguishes the sponsor, the issuer, MTG, securities and tax counsel, any broker-dealer or placement agent, the paying agent, registrar, trustee, custodian and administrator, the settlement system and the investor or lender.
Legend
Reading the diagrams.
Boxes are parties. Tiers run top to bottom in the order the function occurs. The bronze box is MTG: coordination only, with no regulated function in any tier. Dashed boxes are market infrastructure whose participation depends on its own eligibility decision.
- Principal
- Coordination
- Advisory
- Appointed agent
- Market infrastructure
- Capital
The availability and structure of any transaction depend on applicable law, investor eligibility, jurisdiction, asset characteristics, service-provider acceptance and transaction-specific diligence. Legal, regulatory, securities-placement, fiduciary, settlement and other professional functions are performed by appropriately qualified and, where required, licensed independent counterparties.
Issuer and SPV structure
How the issuing vehicle sits between the sponsor's asset and the holders, and who governs and administers it.
Origin
Principal
Sponsor
Owns the asset or project; contributes or sells it into the structure.
Coordination
MTG
Coordinates the architecture and the provider workstreams.
Vehicle
Principal
Issuer / SPV
SPV, SPC or compartment formed for this transaction only.
Appointed agent
Administrator / corporate services provider
Registered office, directors, statutory books, filings.
Formation advisers
Advisory
Securities counsel
Constitutional documents and offering structure.
Advisory
Tax counsel
Jurisdiction, substance and withholding analysis.
Holders
Capital
Investor / lender
Holds the obligation issued by the vehicle.
The vehicle is a separate legal entity governed by its own directors or managers. MTG does not own, control, direct or act for the vehicle.
Parties and responsibilities
The full cast of a structured transaction, grouped by function, with the boundary between coordination and regulated performance made explicit.
Principals
Principal
Sponsor
Commercial decisions and information.
Principal
Issuer / SPV
Obligor and contracting entity.
Coordination
Coordination
MTG
Architecture, workstreams, timeline, deliverables. No regulated function.
Advisory and distribution
Advisory
Securities counsel
Documentation and exemptions.
Advisory
Tax counsel
Tax structure and opinions.
Advisory
Broker-dealer / placement agent
The only party that may solicit or place.
Appointed agents
Appointed agent
Paying agent / principal paying agent
Payments and issue administration.
Appointed agent
Registrar / transfer agent
Register and transfers.
Appointed agent
Trustee / security trustee / collateral agent
Security and enforcement.
Appointed agent
Calculation agent
Determinations.
Appointed agent
Custodian
Safekeeping.
Appointed agent
Administrator / corporate services provider
Entity administration and AML.
Market and capital
Market infrastructure
Settlement system
Eligibility, book-entry, settlement.
Capital
Investor / lender
Diligence, onboarding, subscription.
Transaction documentation process
The sequence in which the document set is produced, negotiated and executed.
Inputs
Principal
Sponsor
Asset data, financials, corporate records.
Coordination
MTG
Information organization, deliverable tracking, provider coordination.
Drafting
Advisory
Securities counsel
Term sheet, conditions, agency agreement, trust deed, security documents.
Advisory
Tax counsel
Tax sections, opinions, withholding mechanics.
Review and acceptance
Appointed agent
Paying agent / principal paying agent
Agency agreement and operational feasibility.
Appointed agent
Trustee / security trustee / collateral agent
Trust deed, enforcement mechanics, waterfall.
Appointed agent
Administrator / corporate services provider
Corporate authorisations and onboarding.
Advisory
Broker-dealer / placement agent
Selling restrictions and distribution materials.
Execution
Principal
Issuer / SPV
Board approvals, execution, conditions precedent satisfied.
- 01Sponsor and MTG → CounselStructure brief, asset data and diligence file organized for review.
- 02Counsel → All partiesFirst drafts circulated: conditions, agency agreement, security documents.
- 03Agents and trustee → CounselOperational and fiduciary comments; acceptance of appointment in principle.
- 04Counsel → IssuerExecution versions, corporate authorisations and conditions-precedent checklist.
- 05Issuer → AgentsSigned documents, authorised signatory lists, standing instructions.
MTG maintains the checklist and the calendar. It does not draft, negotiate, approve or opine on transaction documents.
Flow of funds
Where subscription monies go at closing and how proceeds reach the sponsor or the asset.
Source
Capital
Investor / lender
Subscription monies remitted per the closing instructions.
Receipt
Advisory
Broker-dealer / placement agent
Where a licensed intermediary handles subscription mechanics.
Appointed agent
Paying agent / principal paying agent
Issue account and closing settlement.
Appointed agent
Custodian
Where proceeds or collateral are held under custody.
Application
Principal
Issuer / SPV
Applies proceeds strictly to the use of proceeds in the documents.
Appointed agent
Administrator / corporate services provider
Records movements in the statutory and accounting books.
Destination
Principal
Sponsor
Receives funding at the asset or project level as documented.
- 01Investor → Designated accountFunds remitted to the account named in the closing instructions, never to MTG.
- 02Agent / custodian → IssuerConfirmation of receipt; conditions precedent confirmed; funds released.
- 03Issuer → Asset or projectApplication of proceeds in accordance with the documented use of proceeds.
- 04Asset → Collection accountOngoing revenues or collections credited to the designated account.
MTG does not receive, hold, control, disburse or have signatory authority over transaction funds or investor monies.
Global Note and settlement process
How an issue becomes identifiable, admitted and held in book-entry form — and who decides each step.
Constitution
Principal
Issuer / SPV
Executes the global note representing the issue.
Advisory
Securities counsel
Form of note, conditions and selling restrictions.
Identification
Appointed agent
Paying agent / principal paying agent
As eligible applicant, applies to the numbering agency for the identifier.
Admission
Market infrastructure
Settlement system
Applies its own eligibility criteria and accepts or declines the issue.
Appointed agent
Custodian
Common depositary or safekeeper where required.
Holding
Appointed agent
Registrar / transfer agent
Register of holders where the issue is in registered form.
Capital
Investor / lender
Holds book-entry interests through a participant.
- 01Issuer → AgentFinal terms fixed; global note executed and authenticated.
- 02Agent → Numbering agencyApplication for ISIN or CUSIP by the eligible applicant.
- 03Agent → Settlement systemEligibility application with documentation in required form.
- 04Settlement system → ParticipantsIf accepted, the issue is admitted and credited in book-entry form.
Identifier allocation and depository eligibility are decisions of the numbering agency and the settlement system. MTG neither provides identifiers nor controls or guarantees eligibility, acceptance or settlement.
Interest and principal payment process
The payment cycle from determination through credit to holders.
Determination
Appointed agent
Calculation agent
Determines the amount payable under the conditions.
Appointed agent
Registrar / transfer agent
Certifies entitlement as at the record date.
Funding
Principal
Issuer / SPV
Funds the payment account by the cut-off time.
Payment
Appointed agent
Paying agent / principal paying agent
Effects payment to the settlement system or to registered holders.
Appointed agent
Trustee / security trustee / collateral agent
Monitors non-payment and events of default.
Credit
Market infrastructure
Settlement system
Distributes to participants pro rata to book-entry holdings.
Capital
Investor / lender
Credited by its own participant bank or broker.
- 01Calculation agent → Paying agentDetermination notified ahead of the payment date.
- 02Issuer → Paying agentCleared funds delivered by the contractual cut-off time.
- 03Paying agent → Settlement systemPayment instructed against the record-date positions.
- 04Settlement system → InvestorCredit through the chain of participants.
- 05Trustee → HoldersOn non-payment, acts under the trust deed on requisite instructions.
MTG plays no part in determination, funding, payment or distribution.
Security and collateral structure
What secures the obligation, who holds it and how it would be enforced.
Collateral
Principal
Sponsor
Grants or procures the grant of security over the asset or the equity.
Principal
Issuer / SPV
Grants security over its assets, accounts and contractual rights.
Perfection
Advisory
Securities counsel
Local-law security documents, registrations and opinions.
Appointed agent
Custodian
Account control and safekeeping of pledged assets.
Holding and enforcement
Appointed agent
Trustee / security trustee / collateral agent
Holds security for the secured parties; enforces on instruction.
Appointed agent
Administrator / corporate services provider
Maintains records supporting the security package.
Beneficiaries
Capital
Investor / lender
Secured holders, ranking per the intercreditor and waterfall terms.
- 01Grantors → Security trusteeSecurity granted in favour of the trustee for the secured parties.
- 02Counsel → RegistriesFilings and registrations to perfect and rank the security.
- 03Collections → WaterfallProceeds applied in the documented order of priority.
- 04Holders → Security trusteeOn an event of default, requisite instructions to enforce.
MTG does not hold, perfect, monitor or enforce security, and is not a secured party.
Boundary
What MTG does not do in any diagram.
- MTG does not issue securities.
- MTG does not sell, offer or place securities.
- MTG does not provide investment advice.
- MTG does not determine investor eligibility or suitability.
- MTG does not perform KYC or AML as the responsible institution.
- MTG does not provide ISIN or CUSIP identifiers.
- MTG does not act as paying agent, principal paying agent, transfer agent, registrar, trustee, security trustee, calculation agent or custodian.
- MTG does not control Euroclear, Clearstream or DTC eligibility.
- MTG does not guarantee acceptance, settlement, funding or any transaction outcome.
The availability and structure of any transaction depend on applicable law, investor eligibility, jurisdiction, asset characteristics, service-provider acceptance and transaction-specific diligence. Legal, regulatory, securities-placement, fiduciary, settlement and other professional functions are performed by appropriately qualified and, where required, licensed independent counterparties.
Discuss a structure
Bring the asset, the jurisdiction and the constraint. We will map what a transaction would require and which independent providers would need to be engaged.