Structured Transaction Infrastructure
Note Issuance & Capital Markets Infrastructure
MTG acts solely as the project structuring and execution coordinator across four separated stages: project underwriting and structuring, issuance and international clearing, U.S. custody and platform onboarding, and institutional distribution.
Scope
Coordination of an issuance, not performance of it.
MTG coordinates the financial underwriting, structuring and execution of private financing transactions through established third-party securitization platforms, including Luxembourg securitization vehicles and dedicated, ring-fenced compartments.
Transactions may be issued under an existing issuing program and supported by transaction-specific documentation addressing the economic terms, underlying assets, collateral, payment mechanics and material risks applicable to each note.
MTG acts solely as the project structuring and execution coordinator. MTG is not the issuer, securities underwriter, paying agent, calculation agent, transfer agent, registrar, custodian, broker-dealer, placement agent, investment adviser, depository or clearing system.
Sequence
Four separated stages.
01
Project Underwriting & Structuring
02
Issuance & International Clearing
03
U.S. Custody & Platform Onboarding
04
Institutional Distribution
01 — Stage
Project Underwriting & Structuring
MTG coordinates the financial and project underwriting workstream: how the transaction is modelled, secured, documented and made executable before any issuance step is opened.
- Project and financial-model review
- Capital-stack design
- Debt-service and repayment analysis
- Underlying asset and cash-flow assessment
- Collateral and security-package coordination
- Investment payoff and waterfall design
- Term-sheet and investor-material preparation
- Coordination of the Investment Agreement
- Coordination of agreements between the issuer, compartment and underlying project
- Project diligence and documentation management
References to underwriting in this stage mean financial underwriting and project underwriting only. MTG does not act as a regulated securities underwriter and does not perform any regulated underwriting function.
02 — Stage
Issuance & International Clearing
MTG facilitates the issuance workstream by coordinating the appointed issuer, its compartment and the independent banks, agents, depositories and clearing systems engaged for the transaction.
- Luxembourg SPV and dedicated-compartment coordination
- Note and transaction structuring
- Issuance under established issuing programs
- Terms of Issue and transaction-document coordination
- Optional transaction-specific PPM coordination when required
- ISIN, CUSIP and Valor application coordination
- Paying-agent, calculation-agent, administrator and depository onboarding
- Euroclear, Clearstream and SIX settlement coordination
- Subscription, issuance, settlement and lifecycle coordination
- Ongoing reporting, administration and audit coordination
Securities identifiers, banking functions, clearing and settlement are provided by the appointed issuer, banks, agents, depositories and clearing systems — not by MTG. MTG does not assign or guarantee any identifier and does not control eligibility with any clearing or settlement system.
03 — Stage
U.S. Custody & Platform Onboarding
When required and legally available, MTG may coordinate with U.S. securities counsel, registered broker-dealers, custodians and other qualified third-party providers to pursue:
- Regulation D or Rule 144A structuring
- Regulation S coordination for eligible non-U.S. investors
- Offering Memorandum and Subscription Agreement preparation
- Form D and applicable state notice filings
- DTC eligibility
- Broker-dealer and custodian onboarding
- Security-master registration
- Operational, legal and product due diligence
- Selling agreements
- Platform product-review coordination
No note issued through a Luxembourg or other non-U.S. structure is automatically eligible for sale to U.S. Persons. The existence of a CUSIP or ISIN, or eligibility with Euroclear or Clearstream, does not create or guarantee DTC eligibility, U.S. custody acceptance or platform approval. Acceptance by any financial institution remains subject to that institution's independent legal, compliance, custody, suitability and product-approval process.
04 — Stage
Institutional Distribution
MTG may coordinate with appropriately registered broker-dealers and placement agents responsible for potential institutional distribution to:
- Family offices
- Private equity firms
- Private credit and debt funds
- Institutional and qualified investors
- Accredited investors where legally permitted
- Eligible international investors
Subscriptions, investor solicitation, OTC execution, regulated distribution, investor verification and capital raising are performed exclusively by the appointed licensed providers, not by MTG. Any distribution support is provided on a best-efforts basis. MTG does not guarantee placement, funding, liquidity, secondary-market availability, custody acceptance or investor participation.
Execution
Indicative timing, and what it does not cover.
Indicative issuance timing may be approximately 10 business days after:
- The transaction structure has been approved
- All project and underlying documentation has been received
- The Investment Agreement and related agreements have been executed
- The issuer and appointed providers have approved the transaction
- All required subscription and issuance conditions have been satisfied
This indicative timing applies to structuring and issuance only. It does not represent a commitment regarding capital placement or receipt of investor funds.
DTC eligibility, U.S. legal structuring, custodian onboarding, platform approval and capital distribution are separate processes with independent requirements and timelines.
Compliance
What MTG does not do.
MTG does not issue or offer securities, assign securities identifiers, accept investor subscriptions, hold client or investor assets, receive investor funds, provide custody, operate clearing or settlement systems, determine investor eligibility, perform KYC/AML as the responsible regulated institution, or conduct regulated placement, brokerage, underwriting or investment-advisory activities.
All regulated and institutional functions are performed by the applicable issuer and duly appointed third-party banks, legal advisers, administrators, agents, custodians, broker-dealers, depositories and clearing systems.
Any institutional, platform, bank, adviser, depository or clearing-system name that may appear in a transaction discussion is used solely as a generic example of a process step. No such reference implies affiliation, partnership, endorsement, approval, acceptance or commitment, and no provider is identified as an MTG partner or provider without written authorization.
Discuss a transaction
Bring the project, the asset and the jurisdiction. We will map the structuring path and which independent providers would need to be engaged.