Off-Balance-Sheet Funding for Specialty-Finance Originators: Warehouse-to-Term ABS and Tokenised Note Options
1 Why Warehouse Lines Run Out of Road
Fast-growing consumer-loan, equipment-lease and trade-receivable platforms often reach the advance-rate ceiling
on their revolving lines just as origination velocity peaks. Add Basel III Endgame capital surcharges and rising SOFR spreads, and warehouse funding becomes a drag on equity IRR. Two capital-markets tools solve the bottleneck: middle-market securitisation(Rule 144A or private ABS) and UCC Article 12 tokenised trade-finance notes. Both convert revolving pools into term funding, recycle equity, and diversify investor exposure.
2 Choosing Between Term ABS and Tokenised Notes
| Dimension |
144A / Reg S Term ABS |
Tokenised Notes (CER) |
| Target investors |
ABS funds, insurance cos, money-center banks |
Private-credit wallets, family offices, crypto-native funds |
| Reg regime |
SEC Rule 144A / Reg S; trustee & indenture |
UCC Art 12 CER + Reg D / Reg CF exemption |
| Typical size |
USD 30–250 m |
USD 5–50 m (scalable in series) |
| Rating |
Kroll / S&P investment grade on A-notes |
Not rated; relies on over-collateralisation + insurance |
| Settlement |
DTC, T+2 |
Atomic DvP on permissioned chain, T+0 |
| Time to fund |
8–12 weeks |
5–7 weeks |
3 Core Structuring Steps (Both Routes)
- Collateral analysis
– strat tape, vintage curves, loss-severity mapping.
- SPV formation
– Delaware statutory trust or Cayman series LLC.
- Waterfall design
– priority of payments, triggers, excess-spread capture.
- Legal opinions
– true sale, non-consolidation, Article 9 & Article 12 perfection.
- Investor disclosure
– historical pool performance, underwriting guidelines, servicing standards.
4 Timeline & Resource Checklist
| Week |
Key Activity |
Data / Docs Needed |
| 1 |
Feasibility & term-sheet |
Strat tape, warehouse covenants, corporate chart |
| 2-3 |
Model build & rating prep / token spec |
Static pool loss curves, servicing KPI extracts |
| 4-5 |
Draft legal docs, investor teaser |
Indenture outline or smart-contract audit |
| 6-7 |
Investor roadshow, soft orders |
Recorded management Q&A |
| 8-12 |
Price, allocate, close |
Trustee confirmations, token mint, DTC or chain settlement |
5 Frequently Searched Questions
- “How do I move receivables off balance sheet without a rating?”
Tokenised trade-finance notes treat the SPV as a corporation for tax, enabling off-balance classification if GAAP true-sale criteria are met.
- “What advance-rate uplift can I expect vs warehouse?”
Senior ABS tranches reach 85–90 % of collateral; tokenised notes 70–80 % with excess-spread reserve.
- “Do token transfers breach loan covenants?”
Article 12 treats CERs as negotiable instruments; lien-release clauses mirror traditional note participation language.
- “What does it cost?”
ABS: 150–200 bps all-in including rating and legal; tokenised notes: 100–140 bps, no rating fee, lower trustee cost.
6 Key Takeaways
Securitisation and tokenisation are no longer the preserve of billion-dollar platforms. With the right data room, legal wrapper and investor match, middle-market originators can clear warehouses, cut cost of capital and open continuous distribution channels. Whether you pursue a rated term ABS or a UCC-compliant token issue, the critical path is identical: clean collateral data, tight legal opinions, and credible servicing benchmarks.
Questions about warehouse take-outs, Article 12 compliance or investor appetite? Our capital-markets desk reviews collateral tapes, maps feasible structures and outlines timelines—no obligation.
Contact Us