On Securitization And Deposit Of Securities


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("Article 1.-Introducense the following modifications to title XVIII of the Act No. 18,045: 1.-in article 132: to) in your paragraph first, insert the number"135"prayer"and the issue of debt, short-term or long-term", a comma (,) then the expression"the acquisition of rights to payment flows".

(b) add, at the end of your paragraph first sentence: "for the previous effects all obligations, existing means flow of payment or that is generated in the future, pay one or more sums of money for the acquisition or use of goods or services.".

(c) repeal of its third paragraph.

2.-in article 135: to) replace your subsection first with the following: "article 135.-to comply with its corporate purpose, the company may acquire mortgage and letters mutual mortgage approved by decree with force of law No. 3 of 1997; and other mutual endorsable mortgage approved by Decree Law No. 3,500, of 1980, and by decree with force of law Nº 251 of 1931, property and leases with promise of sale that is article 17 of law No. 19.281, credits and rights to payment flows emanating from public works, infrastructure of public use national public use or concessions of these goods or works, goods and rights which contained in writing and have the character of transferable and other credits. For the purposes of this title payment flows, are understood to be included within the expression all cash flow coming from future tolls, guaranteed minimum income, subsidies, exchange rate guarantees or payment issued rights; and all other flow of payment inherent to the concession contract of public works that could be created or applied in the future. ".

(b) in its second paragraph, replace the initial phrase "for the purposes of this law means the titles", by the following: "for the purposes of this title shall be contracts, credits and rights or their titles".

(c) Agreganse in article 135 the following third, fourth and fifth subparagraphs: "in addition, for the purposes of this title, the transfer or assignment contracts, credits and rights, or of their titles, will be opposable to the debtors thereof, from the date of the writing of granting of the contract of issue with formation of separate assets or its complementary writings in which they identify or determine. Since that date, the debtors may not object to the transferee other exceptions that the staffs that have against him, being unenforceable to any other exception, whatever their origin or nature.
Provisions of the two preceding subparagraphs shall also apply to transfers or contracts, rights, credits or degrees disposals made to entities or persons, constituted in Chile or abroad, who purchase them in order to carry out emissions of securitized destined to be placed exclusively in foreign debt securities. Such securities shall not be recorded in registry values.
State guarantees involved in contracts for public work concessions must be transferred together with the alienation of respective loans and guaranteed rights. ".

3. replace article 136, by the following: "article 136.-the securitization companies may not have each of their separate heritages over 35% of assets that have been produced or sold by a bank or financial company related to the issuer company. The same restriction applies to the managers of investment funds of loans securitized referred to in law No. 18.815, with respect to the investment of each Fund to manage.
The Central Bank of Chile, following a report of the Superintendency of banks and financial institutions, required in accordance with article 35 of its constitutional law, shall lay down the conditions and determine credits, investments and rights flows from them, which may be for sale or transferred by banks or finance companies to securitization or loans securitized investment funds societies. The Superintendent concerned shall be responsible for the control of the compliance with regulations issued pursuant to the preceding paragraph. ".

4. replace article 137, by the following: ' article 137.-contract issuance of debt with formation of separate heritage, must be individualized or determine, according to their nature, property, contracts, credits and rights that comprise it. If in the contract cannot be to identify or determine, shall indicate its main features, its degree of homogeneity, its number, the term that will be acquired and other mentions that the Superintendent determines by means of a general rule, and individualizing them or determine them in one or more additional writings. These instruments shall be entered regardless of the contract for issuance of debt with formation of separate heritage. Writing copy will be sent to the Superintendent, within five days to its granting, for incorporation into the registration of emission in the securities registry.
Awarded the contract for issuance of debt with formation of separate heritage, representative of these obligations comprise full liabilities of this.
Assets, contracts, credits and individualized or rights determined in the writing of granting of the contract of issue with formation of separate heritage or in supplementary writings, full integrated asset, from the date of the respective writing where you individualize them or determine, in accordance with the provisions of the first paragraph of this article.
Securitizadora society may not encumber, alienate or promise to encumber or alienate, assets, contracts, claims or rights individualized or determined in the contract of issue or their writings complementary, without the consent of the representative of the holders of debt securities, who may authorize or require the replacement of such goods, contracts, loans and rights, where the new assets meet characteristics similar to those that as set forth in the respective contract.
Only the obligation of a whole separate society heritage asset, shall be accomplished when it is added to the registration certificate which must give the representative of holders of debt securities, in which record property comprising the assets are properly provided and in custody, free from encumbrances, prohibitions or embargoes that met the other requirements determined in writing of emission or additional Scriptures and, where appropriate, that the agreed additional contributions have been constituted. If not appropriate custody of such property, contract issuance of debt with formation of separate heritage must express founded this circumstance, and point other safeguard and surveillance measures to be taken in relation to the goods that make up the assets of the separate heritage.
Once added the certificate referred to in the preceding paragraph, shall be responsible for the society collect and receive payment for the debt securities issuing, integrating the common heritage.
If the certificate has not been added, will correspond to the representative of the holders of debt securities charge and receive such payment, directly if this is a bank or financial institution, or through any of these institutions, if it does not have such character, entering these resources to the respective separate estate. ".

5 added as article 137 bis, the following new article: "article 137 bis.-the representative of the bondholders may invest the money received pursuant to the preceding article, in fixed income financial instruments, classified as minimum in category"A"or"N-2"risk by two private sorting, or issued or guaranteed by the State until its total extinction and whose maturity should be considered opportunities for disbursement of these resources by the Constitution of the separate heritages.
The values in which the representative of the bondholders invest resources to administer, should be kept on deposit with private entities for deposit and custody of securities referred to in law No. 18,876, in accordance with its provisions, or in banks or finance companies, according to the provisions of the decree with force of law No. 3 , 1997, General Law on banks.
The money collected by the collection of the debt securities made by the representative of the holders of them and interests, profits and capital gains accrued investment, must be applied first to payment of loans that have generated the creation of liens or guarantees against cancellation and hoist them or payment of goods contracts, credits and rights to acquire. Also, when appropriate, that money and its increases shall apply to the payment of the additional contributions agreed in writing. Complied with the above, and added referring to the relevant registration certificate, the remnant by the debt securities issued will be paid to society, entering the common heritage.
If within 60 days counted from the beginning of placement of the issue, the representative of the holders of titles not painting certificate to find the related separate heritage properties with liens, bans or embargoes, by not be these duly provided or not have been granted additional contributions agreed, this heritage shall enter into liquidation applying to its respect the rules on liquidation of separate assets, unless the Superintendent will extend this period up to 90 days.
Pending the granting of the certificate of formation of separate heritage, society may replace one or more assets, contracts, credits and rights with other assets having similar characteristics to those who replaced, as he is stated in the respective contract of issuance of debt with formation of separate heritage; modify this agreement in order to reduce emissions to the amount effectively placed to that date or proceed to the early redemption of all or part of the bonds effectively placed by means of the procedure laid down in the contract of issue.
The replacement of property, contracts, credits and rights or the reduction of emissions to the amount effectively placed, must be made by public deed listed apart from the writing of emission. Writing copy will be sent to the Superintendent, within 5 days to its granting, for your annotation in the register of emissions. ".

(6 in) (c) article 143, replace the semicolon (;) that goes next to the word "authorized" by a comma (,) and add the following sentence: "and the cases in which the issuer can change assets, whenever new assets meet similar characteristics to those who replaced;".

7.-in article 144, repeal of the letter to), passing the current letters b), c) and d) to be to), b) and (c)), respectively.

8 insert, then of article 144, the following article: "article 144 bis.-the SVS may authorize, by means of a general rule, bond with formation of wealth separate using a procedure that provides for a general public deed established the realization of two or more emissions, with cargo to assets of a same nature and under similar conditions, within a certain period of time not exceeding two years and containing the General provisions applicable to all the emissions of the period and one that considers the specific emission, both conditions subscribed by the issuer and by the representative of the bondholders. Mentions of each writing shall be determined by the Superintendent of the norm of General authorizing the procedure for this type of emissions. ".