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The Great Securitisation/Fund Finance Amalgamation

For years, structured finance and fund finance lived in neighbouring but distinct corridors of the London private practice market. One spoke in tranches, waterfalls and risk retention; the other in subscription lines, LP diligence and NAV covenants.

In 2026, that neat division looks increasingly old-fashioned. What’s happening now is a pragmatic, client-driven convergence: the Great Securitisation/Fund Finance Amalgamation (N.B. trade mark pending - if you are a trade mark lawyer reading this, let’s talk) - a steady blending of product skillsets, client bases and lawyer profiles into a single, broader “structured credit & private capital finance” proposition.

This shift is not simply a cosmetic rebrand. It is changing what lawyers do day-to-day, which teams are winning mandates, and why partner hiring in London finance has become so strategically targeted.

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Why the walls are coming down

At a market level, securitisation has retained momentum through 2025, supported by continued investor confidence, gradual regulatory evolution, and the growing role of private credit and non-bank lenders. At the same time, the UK continues to see innovation in forward-flow and platform lending structures, and new or fast-growing asset classes - from EV-related assets to data centres and equity release - are keeping the market busy and imaginative.

Meanwhile, fund finance is no longer confined to subscription lines. The market has expanded in product range and complexity as borrowers and lenders look for liquidity solutions across the fund lifecycle: subscription facilities, hybrid structures and, crucially, NAV-based lending. Some commentary frames this as “ballooning” growth, with more lenders, more borrowers and more products; however, I will leave this to the reader to decide.

This has led partners to a single convergence point: private capital needs financing that is repeatable, scalable and distributable, exactly what securitisation tooling was built to do. Conversely, structured finance needs repeat issuers and predictable collateral streams, which is precisely what private funds and platform lenders increasingly provide.

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The deal flow that’s driving the blend

In classic securitisation, the centre of gravity remains RMBS, auto ABS and CLOs in the UK and Europe. Data from AFME highlights how issuance and placed volumes move around by product type quarter-to-quarter, with pan-European CLOs and UK RMBS among the leading categories. Ratings commentary continues to place the UK at or near the top of European issuance by volume and deal count in recent periods, driven particularly by RMBS.

On the fund side, however, market mechanics are changing. Fundraising headwinds and longer raise cycles have pushed GPs and managers to use financing more creatively, both to smooth liquidity and support execution timelines. Market recaps focused on 2024 year-end themes point to ongoing fundraising pressure alongside continuing demand for subscription lines and NAV facilities.

Put together, this produces a clear pattern in London:

• - More transactions that look like fund finance with structured credit features (NAV facilities with asset-level discipline, lender syndication and tighter reporting); and

• - More transactions that resemble structured finance with private capital wrappers (forward-flow, warehouse-to-securitisation pipelines, platform financings and bespoke funding solutions).

Importantly, how does this impact your work?

This amalgamation is reshaping the associate experience in London structured and fund finance teams in three practical ways:

1) Product breadth is now table stakes.
A modern “structured credit” lawyer in London is increasingly expected to speak both languages: the securitisation vocabulary (SPVs, true-sale analysis, cashflow mechanics, hedging interfaces, disclosure and regulatory overlays); and the fund finance vocabulary (LP/side-letter sensitivity, borrowing-base construction, NAV covenants, GP-level facilities and governance).

Even fund finance specialists increasingly describe their remit as spanning subscription lines plus NAV, hybrid and asset-backed fund facilities.

2) Execution has become more operational.
Clients want financing products that integrate with asset managers’ reporting cycles, investment committee timings and portfolio operations. This pulls lawyers closer to repeatable templates, process design and coordination - not just bespoke negotiation.

3) The regulatory lens is widening.
Securitisation’s regulatory framework continues to evolve, and structured credit teams are navigating divergence and balance-sheet optimisation pressures in a higher-rate environment. Fund finance lawyers are also seeing increased scrutiny and stakeholder expectations around transparency and risk framing, particularly on subscription lines.

What this means for candidates in the London market

For associates and counsel considering a move, the amalgamation is (mostly) good news:

1. Your ceiling rises with your breadth. The more credibly you can cover both securitisation mechanics and fund finance nuance, the more portable you become across firms and platforms over the long run. You’ll see more varied client contact earlier. These deals often require managing multiple stakeholder groups: funds, banks, private credit, arrangers, asset managers, servicers and sometimes rating agencies. That can accelerate commercial development. More teams will train in adjacent fluency.

The next 12–24 months: where the amalgamation goes next

Based on trends already visible from our vantage point, two developments seem likely:

First, the pipeline will continue expanding into new collateral types and new liquidity moments, particularly where private capital owns the asset but public-style financing economics are attractive. UK securitisation commentary already points to emerging and growing asset classes continuing to drive innovation.

Second, the centre of both practices will shift further toward private credit (recent confidence developments notwithstanding). As private credit funds play larger roles in both origination and structured deployment, the legal market will continue compressing the distance between fund finance, structured credit and special situations financing.

The firms most likely to make significant moves in London will be those that stop treating these as separate product silos and instead build genuinely integrated teams and career paths.

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In short, this is one of the most exciting periods in recent history to be a structured finance or fund finance lawyer. For anyone building or joining a London finance practice, the defining question will increasingly be: Where on the private capital continuum will I sit?