ESMA launches consultation on private securitisation disclosure framework

The European Securities and Markets Authority (ESMA) has launched a consultation on the disclosure framework for private securitisations, seeking industry feedback on how to improve proportionality while maintaining transparency and regulatory oversight. The consultation, which runs until 31 March 2025, aims to refine disclosure requirements in a way that better reflects the realities of private transactions.

Ensuring a balanced and efficient framework

Current securitisation disclosure rules, set out under the Securitisation Regulation (SECR), apply similar reporting obligations to both public and private transactions. However, many market participants—including originators, investors, and structuring advisers—have argued that the existing framework places a disproportionate compliance burden on private deals. Unlike public securitisations, private transactions typically involve sophisticated investors who already gain the necessary information through bilateral agreements.

ESMA’s consultation focuses on introducing a simplified disclosure template tailored to private transactions. The key objectives include:

• Introducing proportionality by streamlining reporting requirements while maintaining adequate transparency
• Enhancing efficiency by reducing unnecessary regulatory complexity
• Supporting targeted transparency by shifting from full loan-level disclosure to aggregate-level reporting​

The consultation proposes:

• A simplified template for private securitisations, reducing reporting requirements while ensuring key transaction details remain available
• Uniform reporting across ABCP and non-ABCP private transactions, regardless of asset class
• A move to event-driven and periodic disclosures, with quarterly reporting for non-ABCP and monthly reporting for ABCP deals
• Allowing disclosures in CSV format, with flexibility for national authorities to introduce other machine-readable formats​

A key component for growing the securitisation market in the Nordics and Europe

Revel Partners welcomes ESMA’s review of the private securitisation disclosure framework and believes that more proportionate and efficient disclosure rules are one of several critical components needed to support the growth of the securitisation market in the Nordics and Europe.

A well-functioning securitisation market is essential for capital efficiency, risk transfer, and funding diversification, yet regulatory complexity has constrained its development—particularly in the Nordics, where securitisation remains underutilised compared to other European markets. Addressing these disclosure inefficiencies is a step towards unlocking securitisation’s full potential as a funding and capital management tool for financial institutions across the region.

Revel Partners is preparing a response and open to discussions

Revel Partners is currently reviewing ESMA’s proposals in detail and preparing a formal response. As an independent advisory firm focused on capital optimisation and structured transactions, we are committed to ensuring that regulatory developments support, rather than hinder, the efficient functioning of the securitisation market.

We welcome discussions with originators, investors, and other market participants to ensure a well-informed and industry-aligned response. Interested parties are encouraged to reach out to explore how the proposed changes may impact transactions, investor appetite, and market growth.

For further discussions or to collaborate on the consultation response, please contact us. The consultation can be found here.

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