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How a securitization works: from origination to distribution
Securitizing: from receivables to a tradable security
To securitize is to turn a pool of receivables, payments a company is owed in the future, into a tradable security that investors buy today. The company advances the cash on those receivables; the investor then collects the flows as they are paid. Between the two sits a securitization company, which issues the security, and a segregated estate, which isolates the risk of the transaction.
A securitization is not a bank loan. The credit does not come off a bank's balance sheet: it originates in receivables the company already holds, such as trade invoices, contracts, rents, subscriptions and card flows, and is taken to the capital markets as a security backed by those receivables. That is why the transaction depends less on the company's balance sheet and more on the quality and predictability of the flows that back it.
The steps of a securitization
| Step | What happens |
|---|---|
| Origination | The company (the originator or assignor) holds receivables to collect — receivables with measurable cash flow. This is the raw material of the transaction. |
| Structuring | The structurer analyzes the receivables, the credit risk and the quality of the obligors, defines the instrument, the size, the tenor and the collateral, and prepares the offering documents. |
| Assignment | The company assigns the receivables to the securitization company, which becomes the holder of the credit rights. |
| Issuance | The securitization company sets up a segregated estate and issues the security backed by those receivables — a CRI, a CRA or a CR, depending on the nature of the credit. |
| Distribution | The lead coordinator registers the offering with the CVM and distributes it to investors suited to the product. The proceeds pay the company for the assignment. |
| Servicing and settlement | Over the life of the transaction, the flows paid by the obligors pay the investors. A servicer handles collection and the trustee represents investors through to settlement. |
The result is a cash advance for the company and a fixed-income security for the investor, with risk tied to a pool of receivables rather than to the general credit of a single company.
The segregated estate: the central mechanism
What sets a securitization apart from an ordinary debt issue is the segregated estate (patrimônio separado). Under the fiduciary regime, the receivables backing an issue are held apart from the securitization company's own estate and from its other issues. If the securitization company runs into trouble on another transaction, or as a company, that specific pool stays isolated and dedicated to the investors of that series.
It is this isolation that lets the investor analyze the risk of the receivables pool itself, not the risk of the securitization company as a business. The securitization company is the issuing vehicle; the backing is what supports the security.
The instruments: CRI, CRA and CR
The nature of the receivable determines the instrument issued.
| Instrument | Backing |
|---|---|
| CRI — real-estate receivables certificate | Real-estate receivables (rents, financings, purchase-and-sale contracts). |
| CRA — agribusiness receivables certificate | Receivables tied to agribusiness. |
| CR — receivables certificate | Receivables from all other sectors. The CR was created by the securitization legal framework (Law 14,430/2022), which extended securitization beyond the real-estate and agribusiness sectors. |
A FIDC (receivables investment fund) solves a similar problem, advancing receivables, by a different route: instead of issuing a backed security, a fund buys the receivables and sells shares to investors. Securitization via a securitization company and a FIDC are distinct structures, each with its own regime and participants.
How risk is organized
A securitization rarely hands the investor the raw receivables flow. The structure distributes risk through mechanisms such as:
- Subordination. The issue is split into series or classes with a payment order. The subordinated classes absorb first losses ahead of the senior classes, which protects the senior investor.
- Overcollateralization. The receivables pool is larger than the amount issued, which leaves a cushion for delinquency within the pool.
- Recourse and guarantees. In some structures the assignor bears part of the risk, or additional guarantees apply.
These mechanisms are what let the risk of a security be calibrated to the appetite of the target investor. It is structuring work, not balance-sheet work.
The regulatory frame
A securitization in Brazil operates within three layers:
- The securitization legal framework (Law 14,430/2022) consolidated the regime and created the CR, extending securitization beyond the real-estate and agribusiness sectors.
- CVM Resolution 60 governs securitization companies and the issuance of CRI, CRA and CR, including the segregated-estate regime.
- CVM Resolutions 160 and 161 govern the public offering itself: the registration rites, the marketing-material and target-audience rules, and the registration of the coordinators that structure and distribute the transaction.
The securitization company issues under CVM 60; the offering is registered and distributed under CVM 160 and 161. These are separate authorizations, each with its own duties.
About Bamboo DCM
Bamboo DCM is an independent structurer and distributor of corporate and structured credit in Brazil. It is a licensed coordinator (CVM Resolution 161) and securitization company (CVM Resolution 60), ANBIMA-adherent. It structures credit transactions for mid-market companies and distributes them to institutional investors. Since 2022, Bamboo has structured over R$900 million across 25+ institutional transactions, ~60% of them with first-time issuers. To discuss whether your transaction is a candidate for a coordinated raise, talk to Bamboo's structuring team.
Regulated activities are conducted by Bamboo Securitizadora S.A. (CNPJ 48.343.871/0001-34), which acts as coordinator of public offerings under its CVM Resolution 161 coordinator license and issues and services CRI, CRA and debentures under CVM Resolution 60. This content is informational and is not an offer, recommendation or promise of returns.
Frequently asked questions
It is turning receivables — the future payments a company is owed — into a tradable security that investors buy today, advancing the cash on those receivables to the company.
In a loan, the credit sits on a bank's balance sheet. In a securitization, the credit originates in receivables the company already holds and is taken to the capital markets as a security backed by those receivables. The risk is tied to the receivables pool, not to the general credit of the company.
It is the mechanism that holds the receivables backing an issue apart from the securitization company's own estate and from its other issues. It isolates the investor of that series from the issuer's other obligations and lets the risk of the pool be analyzed on its own.
No. Both advance receivables, but by different routes: the securitization company issues a backed security (CRI, CRA or CR); the FIDC is a fund that buys the receivables and sells shares. They are distinct structures with their own regimes and participants.
The originator (assigns the receivables), the structurer and the lead coordinator (build and distribute the offering), the securitization company (issues the security), the trustee (represents investors) and the servicer (collects the receivables).
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