186 AN INTRODUCTION TO ISLAMIC FINANCE
airport. But in other cases, a pool could be made from a set of heteroge-
neous assets combining tangible and non - tangible assets; that is, fi nancial
assets. Once the assets to be securitized are identifi ed, they are transferred to
an SPM for a predetermined purchase price. The SPM is established solely
for this particular purpose and is a separate legal entity that may or may not
be affi liated to the issuer. By establishing an independent SPM, the certifi -
cates carry their own credit ratings, rather than those of its original owner.
Also, by transferring the asset to this special entity, the asset is taken off
the issuer’s balance sheet and is therefore immune to any fi nancial distress the
issuer may face in the future. Thus, the existence of an SPM provides confi -
dence to the investors (sukuk holders) about the certainty of cash fl ows on
the certifi cates and therefore enhances the credit quality of the certifi cates.
An SPM also enjoys special tax status and benefi ts, and is considered a
bankruptcy - remote entity.
Step II: The underlying asset is brought onto the asset side of the SPM
by issuing participation certifi cates (sukuk) on its liability side to investors
in an amount equal to the purchase price. These certifi cates are of equal
value, representing undivided shares in the ownership of the asset. The pro-
ceeds from the sale of certifi cates are used to purchase the assets. The hold-
ers of the sukuk participate in the equity interest of the SPM’s assets, which
are jointly owned.
Step III: The SPM either sells the asset or leases it back to a lessee — an
affi liate of the seller or the seller itself — in exchange for a future payment or
periodic lease payments. For example, in the case of a lease, the asset will be
leased to a lessee or to the issuer who will be responsible for making future
rental payment on the lease. These future cash fl ows in the form of rental
income are passed through to the holders of the sukuk. The cash fl ows are
subject to a deduction of minor administrative, insurance, and debt servic-
ing fees.
Step IV: In order to make the certifi cates of investment quality and to
enhance their marketability, an investment bank may also provide a guar-
antee, which may be in the form of a guarantee of performance regarding
the future payments or a guarantee to buy or replace the asset in the event
of default. The investment bank or guarantor charges a few basis points as
premium for the guarantee. This credit enhancement makes the certifi cates
investment - grade securities and therefore makes them attractive to institu-
tional investors.
Step V: During the course of the life of the sukuk, periodic payments
are made by the benefactor of the asset (the lessee), which are transferred to
the investors. These periodic payments are similar to coupon payments on a
conventional bond. Unlike payments on a conventional bond coupon, which
accrues irrespective of the outcome of the project for which the bond was
issued, sukuk payments accrue only if there is any income from the securi-
tized asset. However, the interesting point is that in the case of a lease - based
sukuk, since the coupon payments are based on rental income and there is a
low probability of default on rental income, investors consider these coupons