Bringing You CLOser Nuveen Bringing Us CLOser Women in Securitization
Global Listings Update
Withholding Tax Considerations for US CLO Managers Investing in European Loans –The Case for a European Subsidiary
Maples Group global CLO team provides Cayman Islands, Irish and Jersey legal advice and listing services, together with CLO issuer / co-issuer administration, regulatory and fiduciary services in the Cayman Islands, Delaware, Dublin, Jersey, London, Luxembourg and the Netherlands. This edition of The CLOser1 includes
Tax Reform: A Simpler, Faster Landscape for Irish CLOs
Tax Considerations for US CLO Managers Investing in European Loans – The Case for a European Subsidiary
Global CLO Team – A CLOser Look
What’s Inside
The Maples Group is delighted to present our April 2026 edition of The CLOser.
In addition to our regular US and European market review and global listing updates:
• our Bringing You CLOser external article comes courtesy of Tracey Jackson, Managing Director, CLO Client Portfolio Manager at Nuveen;
• in Bringing Us CLOser, we announce an exciting new partnership with Women in Securitization;
• a review of regulatory developments;
• we look at EU tax reforms and their impact on Irish CLOs; and
• lastly, we feature members from our global CLO team.
US CLO Market Review
In this US CLO market review, we present high-level data illustrating activity in respect of deals on which the Maples Group was engaged since our last publication of The CLOser, in September 2025. We also look at CLO activity for the entire US market, 2026 year to date ("YTD"), with some comparative data in respect of the same period for 2025.
At the time of writing, it is important to note that data was only available until around 18 March. Consequently, 2026 data for March is not reflective of activity for the entire month.
Overall Market Activity
Issuance Volume and Deal Flow
The US CLO market has demonstrated its continued resilience in the opening months of 2026, building on a record-setting 2025 in which new issue BSL and middle market CLO volume reached over $200 billion for a second consecutive record year ($203 billion in 2024 and $209 billion in 2025). YTD 2026 issuance activity has, overall, been strong. In the first two months of 2026, issuance totalled approximately $73.3 billion across around 163 transactions: in January there were about 70 deals totalling approximately $30 billion, comprising $9.4 billion of new issuance and $21.3 billion of refinancings and resets; and in February activity accelerated materially, with ~95 deals pricing at over $43 billion, including over $20 billion of new issues and $23 billion in refinancing and reset transactions.
Figures 1 and 2 illustrate this strong performance in context, both historically with reference to data back to 2021, and more recently on a month-by-month basis. We also include some comparative data for 2025 YTD.
In Figure 1, it can be seen that YTD new issuance is strong in historical terms, although down by around 4-5% compared to the same period in 2025. Despite resilience and considerable momentum at the end of 2025, January was unsurprisingly a softer month compared to December, and market volatility, global uncertainties and domestic concerns around specific industry sectors, particularly software / AI, began to emerge and have an impact on the progress of deals, resulting in headwinds partway through February and into March. This is illustrated in Figure 2, showing CLO new issuance volume by month. Further disruption and waning demand are anticipated as the market assesses additional risks from the ongoing situation in the Middle East, which commenced at the end of February, and the extent of portfolio exposure to energy price inflation.
Turning to refi and reset activity, this is presented on a yearly basis in Figure 3 (again covering 2021 onwards) and monthly in Figure 4. Last year was, of course, an incredible one for refi and reset activity, which surpassed the prior record set in 2024 by around 10%. Activity has subsided in 2026 such that, compared to 2025, YTD is now down by around 45%. At the time of writing, widening spread levels were reducing the incentive for managers to amend deals. By way of illustration, February’s average weekly BSL refinancing and reset volume total of $5.1 billion sank to $2.4 billion on the same basis through the first three weeks of March.
Regarding deal size, Figure 5 indicates a general downward trend, with averages in February and March being, respectively, $477 million and $456 million, -10% or so reduced from the September average.
Finally, we note a considerable degree of volatility in price-to-close periods in the period September 2025 to March 2026. While Figure 6a shows the general scatter, Figure 6b gives a sense of the proportion of deals that have price-to-close periods greater than 30 days or less than 20 days. Notably, in February there were no 'print-and-sprints', in strong contrast to December and, to a lesser extent, January. There does appear to be a very generalised trend towards longer 'priced' periods – although there are signs this has changed (or is changing) into March, likely linked to enhanced market volatility.
Maples Group Deals
The Maples Group had the pleasure of an exceptional year in 2025 and a very strong year thus far in 2026. We saw a huge number of new instructions in January and there has been a continued growth in our practice, services and teams globally since our last publication. We are extremely proud to have the largest team of dedicated CLO specialists of any service provider, many of whom have greater than 15 years of tenure, underscoring the depth and breadth of experience and stability across the Maples Group.
To supplement our observations on data for the US market as a whole, we now turn attention to the specific deals on which the Maples Group was engaged, and share our insights and observations on the main trends identified:
Cumulative warehouse activity for January and February was up 20% compared to 2025, showing good market confidence and a strong pipeline, but again activity has since tailed off into March. Particularly strong months for new warehouses opening were October, December, January and February.
September, October and November were very good months for new SPV incorporations. We also started off the year on an exceptionally strong note in January, although activity has since tailed off as market conditions and general sentiment have shifted.
Consistent with the overall position across the US CLO market, our CLO closings YTD are a little down as compared to 2025, but the Maples Group had incredibly strong months in September and December, with March also being a good month in light of the large number of deals that priced during February.
Again, consistent with the overall position across the US CLO market, our refi / reset closings YTD are down compared to 2025. February was, however, slightly busier in this regard than December.
The purpose of this chart is to amalgamate refi / reset closings, CLO closings, warehouse transactions and new incorporations to provide a sense of cumulative activity level through the year thus far. It is interesting to note how the distribution of activity has varied, particularly in the period December through to March. Whereas in December we saw strong activity across all areas, new instructions and warehouses took centre stage in January and February. From February into March, we saw more in the way of CLO closings and refi / resets than new instructions and warehouses. This seems entirely consistent with the shifting tide of sentiment and confidence level in overall outlook.
As noted in our prior edition, tracking the number of 'open' warehouses is an interesting metric and the actual figure and trend can be interpreted in a variety of ways. At this point, we can observe that over the review period September to March, and compared to last year, we have a larger book of open warehouses – 17% higher compared to the same time in 2025 and around a 10% growth since September last year. We have witnessed an increase in warehouse durations and a small number of warehouse amendments, terminations or consolidations. This seems commensurate with headwinds in the market and we will be keeping a close track on this metric as the rest of the year unfolds.
Warehouse formation activity had been robust through the end of last year, with it being reported that there were approximately 300 open facilities in the US as of late 2025, a record level likely signaling expectations for continued CLO issuance and strong demand for leveraged loans.
Not surprisingly, the percentage of new warehouses 'opened' in 2026 (where the Maples Group has been engaged) and that have proceeded to a successful CLO closing already is rather small, at around 6%. Given the trend in warehouse duration and market conditions, this comes as no surprise or concern, but will be monitored as the year progresses. It is, however, perhaps worth noting that the percentage is down compared to the same period in 2025.
As mentioned above, there has been a trend towards slightly longer warehouse durations in the period September 2025 through to March 2026. For deals that have closed in December through to March so far, the average is 7.5-8 months.
The issuance of preference shares in warehouse financing structures has historically tended to be seen in, very broadly, 40-60% of warehouse transactions. Neglecting the incomplete data for the full month of March, Figure 14 shows that the trend is generally flat or marginally upwards, but significantly lower in historical terms due to the trend towards investors holding their 'equity' interest by way of contractual debt obligations / subordinated notes (e.g. similar to CLO 'equity') rather than by way of 'pure' equity in the form of preference shares.
Stock exchange listings continue to be seen on approximately 18-20% of CLO transactions, with the Cayman Islands Stock Exchange ("CSX") leading over Euronext Dublin. For a more detailed review and analysis, please see our CSX listings update on page 25.
2026 Market Conditions and Outlook
It appears that the US CLO market enters the second quarter of 2026 in a position of cautious optimism. At time of writing, issuance activity overall YTD had been robust in historical terms, spread levels had been tightening into 2026, and investor demand had supported a significant volume of new supply and refinancing activity. Such constructive backdrop was also underpinned by overall declining default expectations, an easing Federal Reserve and a structurally well-positioned CLO market with reinvestment capacity at record levels.
However, widening spreads, increased concerns around weaking credits and waning demand and confidence is emerging. Commentators suggest that key factors that will shape market performance for the remainder of the year include the trajectory of interest rates and monetary policy, the evolution of credit quality in underlying loan portfolios, the pace and success of the substantial $422 billion wave of refinancing and reset candidates exiting non-call periods, and the capacity of the investor base — including the CLO ETF segment — to absorb continued supply. The interplay between tariff shifts, inflation, industry sector concerns, the conflict in the Middle East and geopolitical tensions, remain the principal downside risks that could disrupt base-case projections.
2026 will likely see a contraction from 2025's record of approximately $209 billion in new issuance, with consensus estimates clustering at present at just under $200 billion, though current (unrevised) forecasts from BNP Paribas ($215 billion) and KBRA ($220 billion) still envision a new record. A resurgence in M&A and LBO activity would be a critical catalyst for growing the collateral pool and improving CLO equity arbitrage economics. It is also suggested that manager discipline regarding collateral quality and portfolio construction will be critical, as credit dispersion intensifies and the margin for error in CLO equity economics narrows.
In summary, although the US CLO market remains a resilient and adaptive segment of the structured credit universe, headwinds from geopolitical tensions, macroeconomic uncertainty, tariff pressures, credit quality deterioration in select sectors, and compressed arbitrage exist and are possibly growing at the time of writing. That said, the fundamental value proposition of CLOs — floating-rate exposure, structural protections, active collateral management and demonstrated resilience during periods of market stress — should hopefully continue to attract capital from a diverse and global investor base.
For further details, please contact:
James Reeve +1 345 814 4467
james.reeve@maples.com
Primary Market Activity and Issuance Trends
2025 was a record-breaking year for the European CLO market with approximately €60 billion in new issuance compared to €49 billion in 2024 and a significant surge in refinancing activity. CLO managers capitalised on favourable spread conditions, with resets increasing substantially compared to 2024.
New investor participation broadened further, with notable interest from Asia with European CLOs becoming an increasingly attractive market for investors. The market welcomed many first-time issuers demonstrating the continued appeal of the CLO structure to a broadening range of asset managers. Average deal sizes often exceeded the market norm of €400 million, reflecting both scale and investor confidence in the structure.
Market Dynamics and Deal Structures
Mid-market CLOs continue as a notable feature, we are exploring these products with several established managers. This evolution demonstrates the market’s adaptability and appetite for innovation, as managers diversify offerings and attract new investor bases.
Investment banks continue to provide Class A loans to fund European CLOs, with multiple Class A loans being implemented in certain transactions. This trend reflects strong lender appetite for top-tier tranches and an increasingly competitive environment among arranging banks.
Regulatory Developments
Securitisation Regulation Reforms
Following the European Commission's publication of its legislative package proposing amendments to the EU Securitisation Regulation and the Capital Requirements Regulation in June 2025, both co-legislators have now adopted their respective positions.
The Council formally adopted its position on 19 December 2025, largely aligning with the Commission's proposals, with certain exceptions. Importantly for CLOs, the Council removed the expanded definition of "public" securitisation proposed by the Commission, which would have captured transactions listed on EU venues for technical reasons.
On 11 December 2025, the draft report of the European Parliament's Committee on Economic and Monetary Affairs ("ECON") was published, with approximately 500 proposed amendments submitted by MEPs.
The principal areas of divergence between the colegislators for trilogue negotiations include:
(i) private securitisation reporting architecture, where the Council supports repository reporting for all securitisations while the Parliament proposes reporting only to national competent authorities for private securitisations;
(ii) third-country securitisation due diligence, where the Council favours a "substantive equivalence" standard while the Parliament prefers to retain the requirement for full ESMA template compliance;
(iii) investor sanctions, which the Council rejects entirely while the Parliament proposes capped sanctions with anti-duplication measures; and
(iv) the Capital Requirements Regulation (CRR) p-factor and investor treatment, where the Council retains the distinction between originators and investors while the Parliament would extend relief to all investors and reduce the p-factor further to 0.3.
ECON is expected to negotiate the Securitisation Regulation provisions in the coming weeks, followed by the CRR provisions. A final ECON vote on the Parliament's negotiating position is scheduled for early May 2026.
Trilogue negotiations between the European Commission, Council and Parliament are expected to commence in the second half of 2026, likely towards the end of spring or early summer. Formal adoption and publication of the amending Regulations is not expected until late 2026 or early 2027.
Capital Requirements Directive VI
Article 21 of the Capital Requirements Directive VI ("CRD VI") prohibits the provision of cross-border "Core Banking Services" into the EU by non-EU credit institutions. Core Banking Services comprise deposit taking, lending (which is broadly defined and includes lending to non-consumers), and the provision of guarantees and commitments.
The deadline for Member State transposition of CRD VI passed on 10 January 2026, with the Article 21c reforms due to take full effect from 11 January 2027. Despite
the passing of the transposition deadline, we are still awaiting the publication of transposing regulations in key EU member states, including Ireland. As a result, there is some uncertainty as to whether there will be general alignment with the provisions of the Directive or whether member states such as Ireland will seek to introduce clarifications on, for example, the exemptions that may be applied.
The net effect is that third-country undertakings will be required to establish a third-country branch in an EU Member State and seek authorisation in order to provide Core Banking Services.
Certain exemptions from the requirement to establish a branch are available:
(i) a grandfathering exemption for pre-existing contracts (including loan agreements) entered into on or before 11 July 2026 to preserve the customer's acquired rights;
(ii) a reverse solicitation exemption where an EU customer approaches the lender on its own exclusive initiative (although this is expected to be narrowly interpreted);
(iii) an inter-bank exemption for provision of Core Banking Services to credit institutions;
(iv) an intra-group exemption for services to undertakings within the same group; and
(v) a MiFID exemption for activities that are accommodating ancillary services to MiFID investment services.
Non-EU credit institutions may also consider transferring their lending activities to non-credit institution entities, such as SPVs. Another possibility arises from the introduction of a pan-European loan origination funds regime under the revised Alternative Investment Fund Managers Directive (enacted under Directive (EU) 2024/927 ("AIFMD II")), which enables AIFMs to manage alternative investment funds that originate
loans. This new framework may be helpful in the context of the Capital Requirements Directive, as such funds are not within scope.
Sustainability Omnibus Directive
The Sustainability Omnibus Directive has been published in the Official Journal, amending the Corporate Sustainability Reporting Directive ("CSRD"). Member States will have one year after the entry into force of the directive to transpose its provisions into national legislation.
The directive significantly reduces the scope of the CSRD and reporting obligations for in-scope companies, including:
• social and environmental reporting will only be required for EU companies employing on average over 1,000 employees and with a net annual turnover of over €450 million;
• the net turnover threshold has also been increased for non-EU companies to €450 million generated in the EU for sustainability reporting; and
• smaller companies with under 1,000 employees are protected from shifting responsibility for reporting, as the updated rules allow them to refuse reporting information beyond what is set out in the voluntary standards.
The amending directive also provides for a transition exemption for companies that had to start reporting from financial year 2024 (the 'wave one' companies) falling out of scope for 2025 and 2026.
It also includes an exemption for certain EU and nonEU financial holding companies from consolidated reporting. We estimate that few (if any) CLOs will be captured in the amendments to CSRD.
European Commission Consultation: Listing Act and Prospectus Regulation
The European Commission has launched a consultation on delegated acts under the Listing Act and Prospectus Regulation concerning alleviating prospectus requirements and supervisory convergence. The proposed delegated regulation would shorten prospectuses, set out a standardised format and sequence for the information included in them, and harmonise and clarify the scrutiny and approval of prospectuses and related timelines.
ESMA Technical Standards on European Green Bonds
On 15 October 2025, ESMA published its Final Report on Technical Standards under the European Green Bonds Regulation. The technical standards provide further detail on the implementation of the EuGB framework, which establishes a voluntary standard for bonds marketed as environmentally sustainable.
2026 Market Outlook
In our view, the European CLO market is well placed to consolidate its strong 2025 performance in 2026. Market participants should anticipate continued innovation in deal structures as the industry adapts to shifting commercial, economic and regulatory dynamics in 2026. The lack of availability of leveraged loans as collateral is unlikely to improve materially in 2026 and, in general, we expect investors will become more focused on credit quality as the year progresses.
The continued divergence in interest rates between Europe and the US is expected to increase the attractiveness of the European market to investors. We expect this will result in continuing investor demand for European CLOs and also continue to drive additional
US CLO managers to establish platforms in Europe. Furthermore, the European Commission's proposed changes to Solvency II for insurance companies would see a reduction in regulatory capital requirements for insurers investing in CLOs. If approved, this will come into effect in early 2027, further increasing the buyer base for the asset class.
Should you have any questions regarding recent developments in European CLOs, warehouses, or prospective refinancing and reset transactions, please feel free to get in touch. We would be delighted to discuss how these market trends may affect your specific transactions and objectives.
Bringing You CLOser
James Reeve Head of Cayman Islands
Structured Finance Maples Group
In this Q&A, James talks with Tracey Jackson of Nuveen about a variety of CLO subjects, including market growth, arb dynamics and refi / reset activity.
Q1: How does the CLO market size in 2025 compare to the loan market, and is there meaningful net growth?
The US institutional leveraged loan market is approximately US$1.5 trillion, while the US CLO market outstanding is approximately US$1 trillion, representing roughly 65% of the leveraged loan market size. CLOs have solidified their dominant role as the primary buyer of leveraged loans, with the growth of each market since the Great Financial Crisis being strongly correlated to one another.
Growth for loans and CLOs was muted in 2025, but focused on refinancing activity, keeping loans and CLOs outstanding in both markets, with lower costs. As we look for growth into 2026, there is room for both markets to continue to expand at a modest rate. Loan volume will be dependent on leveraged buyout and M&A financing needs, as well as the continued demand from CLOs as the majority buyer.
Tracey Jackson Managing Director, CLO Client Portfolio Manager Nuveen
Q2: What is the current arbitrage ("arb") between CLO debt and loan spreads, and did arb tightening in 2025 affect issuance patterns (new issues vs. resets)?
At the time of writing, the current arb between CLO debt and loan spreads is very compressed. Not only is this putting pressure on new issue CLO equity returns, but also existing CLOs that have portfolio loan spreads continuing to decline with CLO debt costs that are still expensive and within their non-call period. As the CLO and loan markets tightened through the second half of 2025, we saw an increased focus on CLO refinancings, but new issue CLOs kept pace with the loan market, with CLOs continuing to be the owner of approximately 65% of the loan market. CLOs issued in early 2024 during a period of market volatility took advantage of attractive loan prices, but CLO debt costs were also wide and expensive. These CLOs are now coming out of their two-year non-call period in 2026, and managers will be highly motivated to refinance these CLOs to improve the CLO arb. In the first half of 2026, we expect a large portion of CLO volume to come from refinancings and resets, though CLO new issuance will not halt.
Q3: Is there value in pricing CLOs during tight arb environments?
Yes, there is value to pricing CLOs when the cost of CLO debt is at historically tight levels, as we are currently seeing. The value captured is being able to "lock" in debt spreads for at least two years and have a loan portfolio that will be able to take advantage of future volatility, which would improve future arbitrage and CLO performance over its five-year reinvestment period. The two ends of the CLO opportunity spectrum are either 1) wide loan spreads and wide CLO spreads, taking advantage of an attractive current portfolio opportunity at a higher financing cost, or 2) tight loan spreads and tight CLO spreads, taking advantage of an attractive financing opportunity but expecting to capitalise on attractive portfolio opportunity in the future. We have seen CLOs be able to generate attractive CLO equity IRRs from each opportunity, and opportunities in between, which will continue to support CLO new issue volume. This current environment is similar to the spread environment in 2018, where arb tightened and spreads compressed. CLOs issued in 2018 were able to continue to reinvest through the market volatility of COVID and the early stages of the Russia/Ukraine conflict only exiting reinvestment in 2023, though many 2018 vintage CLOs have been reset or refinanced.
Even in periods of tight arb environments, we have seen short bouts of loan volatility that CLO managers try to use as buying opportunities. In 2025, the US Tariff "Liberation Day" saw loans trade down several points, widening the arb temporarily. In 2026, AI fears in early February saw volatility in software led loans to trade down as CLO managers reduced technology exposure and rotated portfolios into other sectors. While we would consider both years to be mostly tight arb environments, we do not expect it to be without opportunity.
Q4: How will lower loan spreads and declining base rates impact issuers and defaults?
The ultimate impact depends heavily on where rates and spreads are moving. Base rates falling due to US Federal Reserve easing in response to controlled inflation is very different from rates falling due to economic crisis. Similarly, spreads tightening due to strong corporate fundamentals differs substantially from spread compression driven by CLO demand or searchfor-yield behaviour. Lower all-in borrowing costs provide significant relief for loan issuers. When both the base rate (SOFR) and the credit spread compress, borrowers benefit from reduced interest expenses. This improves cash flow, enhances debt servicing capacity, and can
strengthen balance sheets. Companies facing nearterm refinancing can lock in more favourable terms, potentially extending maturities at lower costs. We expect a reduction in defaults and liability management exercises ("LME") in the short term.
Companies that were on the edge can often survive longer, pushing out restructuring timelines.
Although weaker credits may have been able to refinance cheaply, we may see a buildup of vulnerable borrowers who remain solvent only due to favourable financing conditions. When conditions eventually normalise or deteriorate, defaults could spike more sharply than historical patterns would suggest. The impact varies significantly by credit quality. Strong borrowers benefit unambiguously, while weaker credits may simply be extending their runway without addressing fundamental operational challenges. Fundamental credit analysis and active portfolio trading will continue to be important as CLO managers focus on avoiding defaults and retaining principal value.
Q5: What role do captive funds play in CLO new issuance today?
Captive funds play a significant and growing role in CLO new issuance, serving as important demand anchors in today's market. We have seen a noticeable rise in popularity, and in 2025 captive funds were the equity source for as much as 80% of CLO new issue volume. Captive funds' success is a result of many factors, but notably 1) exclusive access to a managers' majority CLO equity, 2) a tangible CLO issuance pipeline, and 3) the ability to buy loans and print CLOs quickly in periods of opportunity.
1. Managers who have moved to captive strategies may offer fund investors exclusive exposure to majority CLO equity. Investors in captive strategies may be drawn to these funds for their access to managers with a strong track record, exclusive exposure to majority equity of that manager, and competitive fees vs third-party equity strategies. Captive funds holding majority equity may also be solving for EU Risk Retention requirements, expanding their investor base in Europe.
2. CLO managers with captive strategies are able to more certainly layout future CLO issuance based on the captive capital available. CLO debt investors frequently ask managers their thoughts on future CLO issuance and pipeline. While this is not a firm commitment from the manager, having captive
capital available gives a higher degree of certainty to issuance compared to individual third-party CLO equity. CLO debt investors, when looking at managers to underwrite and approve, may look favourably on a manager that will bring consistent issuance and more opportunities to invest after the underwriting is completed.
3. Captive funds provide a crucial commitment during the CLO formation process. CLO managers with strong captive support can move more quickly from mandate to market, giving them a competitive advantage in securing attractive loan collateral when spreads are favourable.
Q6: With refi and reset activity hitting new record levels in 2025, what are your thoughts and expectations in this regard for 2026 and any trends we may see emerging?
At the time of writing in early March, we expect the first half of 2026 to continue with record levels of refinancing and reset activity, with a large portion of refinancings coming from CLOs issued in early 2024 with expensive financing costs. These CLOs will be highly motivated to reduce these costs and reset the CLO arb more favourably. While 2025 saw little CLO debt cost differentiation between new issues and resets, we believe that CLO debt investors will demand a higher risk premium for reset CLOs this year compared to new issues. Reset portfolios being older, may have more loans trading at discounts compared to a clean new issue portfolio that was purchased after the AI fear volatility in February. With a potential material difference in portfolio price and market value over-collateralisation (MVOC) between resets and new issue, CLO managers may look to clean up reset portfolios to make statistics look similar to those of new issue. In doing this, loans that are pricing in stressed levels, as well as Caa/ CCC-rated loans may be reduced and sold. We expect this trend of selling risk to optimise reset metrics may continue through 2026.
Bringing Us CLOser
The 2024 World Economic Forum global gender gap report found that women make up 31.7% of senior leaders and represent just under one quarter of C-suite roles.1
At the Maples Group, we strive to cultivate an inclusive workplace and contribute meaningfully to our communities. We aim to support one another, amplify voices and work together for a more equitable future. Across the global Maples Group team, we are delighted to have women represent 58% of our workforce and 42% of women in senior leadership roles.
But we recognise that inclusion is an ongoing journey and a critical part of helping us achieve our goals is fostering industry relationships which align with our firm's core values of Excellence, Teamwork, One Group, Integrity, People and Communication. As such, we are delighted to announce our sponsorship of the Structured Finance Association's Women in Securitization ("WiS") programme
Established in 2014, WiS connects women in structured finance to peers, mentors and professional sponsors to facilitate an environment to encourage the professional development, retention, and advancement of women in the industry. Membership is open to industry participants at all levels – women and men, Structured Finance Association members and non-members alike.
Three members of our global CLO team have been nominated as champions of our sponsorship of WiS. They share why they support WiS and what this new partnership means to them.
I am delighted that our firm is in partnership with WiS. Creating meaningful opportunities for women to connect, develop and lead are essential to the continued strength and evolution of the structured finance industry. Initiatives like this foster mentorship, broaden professional networks and help to build a more inclusive and supportive environment across the industry—and being a part of a firm that actively supports and invests in the advancement of women is something I value deeply. Alicia Thompson, Associate
As a new mother, seeing women thrive in senior roles isn't just inspiring—it's essential. Having access to role models who share their lived experience navigating this industry is the key for retaining talent who will become the next generation of leaders. I'm proud that our firm champions an initiative fostering advancement for women at all levels.
Meg McAuley, Associate
Maples Group is made up of women at senior leadership levels2
At the Maples Group, we support WiS because empowering women, especially working mothers balancing leadership at home and in the office, strengthens not only our industry but the communities we serve. Advancing opportunities and representation reflects our firm's core values and reinforces our commitment to building an inclusive, high-performing culture. By standing behind this programme, we are affirming that excellence in structured finance is strongest when it is inclusive, ambitious and inspired. Joe Jackson, Partner 2
Women represent
Maples Groupʼs global headcount 58 of the
Maples Group Statistics
Regulatory Developments in the Cayman Islands
The Maples Group proactively monitors regulatory developments to ensure that client CLO transactions remain compliant with evolving requirements. Set out below is an overview of recent developments in the Cayman Islands that may be of interest.
Common Reporting Standard
Effective 1 January 2026, the Cayman Islands Common Reporting Standard ("CRS") compliance regime has been updated. The Maples Group takes care of FATCA / CRS reporting requirements for those CLO Issuers that we administer, including the provision of a Principal Point of Contact ("PPoC"), which now must be a person located in the Cayman Islands.
Following client enquiries regarding the recent CRS amendments, we can confirm that these amendments do not alter the existing position with respect to investors who hold their notes in global form via a nominee or custodial arrangement. Provided the nominee or custodian is a Financial Institution for purposes of the CRS regime (which will invariably be the case for CLO transactions), there is no requirement for the CLO Issuer to obtain CRS selfcertification forms from the ultimate beneficial owners of any global notes.
Beneficial Ownership
In January 2026, several amendments were made to the Cayman Islands beneficial ownership regime. Most of these amendments provide clarifications rather than introducing substantive new requirements, and a typical off-balance sheet CLO Issuer is not impacted by these changes.
Where the Maples Group administers a CLO Issuer and provides director services, we monitor the Cayman Islands beneficial ownership requirements. We will reach out to the collateral manager and other transaction parties where further information is required.
Transaction parties should note that investors holding preference shares in a CLO Issuer may need to provide information regarding their upstream ownership structure. This is relevant for determining whether the investor, or any person upstream of the investor, needs to be entered on the CLO issuer's beneficial ownership register. This existing requirement typically needs to be considered only during the warehouse stage, which is where preference shares are most often seen.
John Dykstra +1 345 814 5530
john.dykstra@maples.com
Global Listings Update
Cayman Islands Listing Update
As of 31 December 2025, 102 CLOs have listed on the Cayman Islands Stock Exchange ("CSX"), comprising new issuances, refinancings and resets. The total number of CLOs listed on the CSX in 2025 is down slightly from last year, when 134 CLOs listed on the CSX during 2024. Of these 102 new CLO listings in 2025, 74% (75) were by Cayman Islands issuers with Delaware co-issuers; 18% (18) were by Jersey issuers with Delaware co-issuers; 6% (6) were by Bermudian issuers with Delaware co-issuers; and 3% (3) were by Delaware issuers.
Of the 102 CLO listings on the CSX this year, resets and refinancings listed on the CSX at the same rate as new issuance deals: 50% of the CSX-CLO listings were refinancing or reset deals and 50% of the listings were new issuance deals. The balance between refinancing or reset listings and new issuance listings was also evenly split at 50-50 in 2024.
In 2025, March and October were the most active months for CLO listings on the CSX, with 13 and 12 listings, respectively. Unsurprisingly given the payment date schedule of most CLOs, March and October were also the most active months for CLO listings on the CSX in 2024.
This year, only 8% of CSX-listed CLOs listed their full stack of notes on the CSX. Half (50%) of the CLOs listed a single tranche of notes, and 30% listed two or three tranches of notes.
The Maples Group listed over 40% of all the CSX-listed CLOs during this period, including 43% of the Cayman Islands issuers, 56% of the Jersey issuers and 67% of the Delaware issuers listed on the CSX.
Based on the Maples Group's recorded data in 2025, approximately 15% of new issuance CLOs sought a CSX listing, and approximately 7% of refinancing or reset transactions sought a CSX listing for one or more tranches or notes.
For further details, please contact:
Ireland Listing Update
In 2025, we saw a strong performance in CLO listing on Euronext Dublin and estimate a total of 339 CLOs were listed. This includes new CLOs as well as refinancings and resets. Of the European domiciled CLOs, 295 (87%) were for Irish entities and one for a Luxembourg vehicle. In addition, we saw 25 (7.5%) Cayman Islands issuers, 2 Bermudan entities and 16 (5%) from US domiciled entities. There were especially strong levels of listing in March and April and also in the final three months of the year.
We noted that for European CLOs it was a default that they list the full capital stack in new issuances as well as the refinancings and resets but on the other CLOs it is more normal to list just one or two classes of Notes, despite the low additional cost to listing additional classes.
The Maples Group in Dublin listed over 25% of the Irish CLOs and approximately 28% of the total number of CLOs.
For further details, please contact:
Ciaran Cotter
+353 619 2033
ciaran.cotter@maples.com
EU Tax Reform: A Simpler, Faster Landscape for Irish CLOs
Ireland is a leading jurisdiction for locating international CLOs. Central Bank of Ireland and European Central Bank statistics state that Irish SPVs hold over €1.24 trillion in assets in total and account for over 30% of the SPV sector in Europe.
The tax regime for CLOs located in Ireland is underpinned by Irish tax legislation (the "section 110 regime") designed to ensure that the CLO entity is subject to minimal Irish corporation tax, consistent with the international principle that the entity is a pooling vehicle so tax is borne at investor level.
Over the recent years, international tax developments such as the OECD BEPS project (implemented in the EU through the EU Anti-Tax Avoidance Directive or ATAD), the OECD Global Minimum Tax/Pillar Two rules, and other tax measures proposed by the EU, have introduced complexity to international business generally, and also for CLO issuers.
In welcome news, however, the EU has now determined that it will place greater emphasis on simplification in the area of taxation. This follows a more general focus in the EU on competitiveness and simplification, as laid out by the recent Draghi Report on European competitiveness.
In its work programme for 2026, the European Commission announced their intention to table a proposal for an 'Omnibus Directive' to simplify rules and reduce bureaucracy in the area of taxation. Ireland will
Andrew Quinn +353 1 619 2038
andrew.quinn@maples.com
William Fogarty +353 1 619 2730
william.fogarty@maples.com
John Crowley +353 1 619 7010
john.crowley@maples.com
assume the presidency of the EU Council in the second half of 2026 and will have a key role in this agenda. This agenda aligns with securitisation practices that rely on predictable frameworks and compliance footprints at the issuer SPV level.
There are three examples of the simplification agenda:
1. the status of the UNSHELL (ATAD 3) and DEBRA proposals;
2. the progress of the FASTER initiative on cross-border withholding tax relief; and
3. stabilisation in the implementation of Pillar Two tax rules across the EU.
Together, these developments point to a landscape with fewer overlapping rules, reduced administrative friction, and more predictable compliance and cash flow processes for CLO issuers.
Status of UNSHELL (ATAD 3)
The EU Council working parties have concluded that the UNSHELL (ATAD 3) proposal should not proceed in its current form. UNSHELL (ATAD 3) was originally designed to restrict the ability of entities to access double tax treaties unless they had significant "substance" in an EU jurisdiction (i.e. they were not a so-called "Shell"). These rules are now expected to be limited to reporting and transparency provisions which will be implemented through existing tax reporting rules. For Irish CLO structures, this reduces the prospect of a separate, prescriptive substance regime.
In addition, the European Commission has formally withdrawn the proposed 'debt-equity bias reduction allowance' tax directive (DEBRA). One of the key measures contained in the Directive provided for a restriction of interest deductibility which was to apply alongside, and in addition to, the existing interest limitation rule introduced as part of ATAD I. Irish CLO issuers are already subject to a number of interest deductibility rules and the removal of this proposal will provide more certainty in being able to forecast post-tax revenues for issuers.
FASTER: Cross Border Withholding Tax Relief
The FASTER initiative is designed to simplify and accelerate cross border withholding tax relief on investment income via harmonised relief at source or quick refund channels, digitalised residence certification, and standardised obligations for intermediaries. Where Irish CLO portfolios include EU instruments subject to source state withholding, the framework is intended to reduce cash drag and reclaim friction and support more predictable timelines for recoveries. Digital verification of residence is expected to align with the broader simplification agenda. Domestic transposition is targeted by the end of 2028.
Pillar Two: Scope and Touchpoints for CLO Ecosystem
Pillar Two is the OECD-inspired global minimum tax regime. For Irish CLO issuers, direct exposure to the 15% minimum tax is generally limited. Most section 110 vehicles fall outside scope by reference to the consolidated revenue threshold, and securitisation entities occupy a distinct policy space. From an Irish tax perspective, the established securitisation regime continues to operate as intended for capital markets financing, and current EU simplification initiatives do not indicate a departure from this outcome.
The more relevant effects of Pillar Two are typically observed at the investor level or within manager groups that form part of retention holder consolidations. As safe harbours and related guidance stabilise, improved clarity on domestic top up taxes reduces the risk of collateral compliance spill overs onto securitisation platforms. The EU’s emphasis on decluttering and coherence should help contain unintended reporting creep into vehicles that are not the target of the minimum tax.
Conclusion
Recent EU tax policy developments emphasise simplification, consolidation of reporting, and standardisation of procedures. For Irish CLOs, this combination is expected to reduce administrative burdens and enhance the predictability of processes that affect cash flows and compliance, subject to EU Member State implementation and portfolio composition. Market participants should continue to monitor the detailed transposition of FASTER and ongoing work under the simplification agenda, as well as the practical evolution of Pillar Two safe harbours and guidance within multinational groups.
The Maples Group Tax Group in Dublin have been very closely involved in these developments over a number of years and participated extensively in this regard in industry liaison with the Irish and EU authorities, including through public submissions. Should you have any questions regarding these changes and proposed reforms, please feel free to get in touch. We would be delighted to discuss how these developments may affect your specific transactions and objectives.
Withholding Tax Considerations for US CLO Managers Investing in European Loans – The Case for a European Subsidiary
There has been recent market interest in relation to managing the European withholding tax position where a US CLO manager is looking at including European loan assets alongside a portfolio of US loans. In this article, we examine the key issues and a structuring approach
that could be considered to mitigate that withholding tax risk.
The Challenge for US CLOs with European Loans
Many European jurisdictions impose a withholding tax on interest payments in respect of loans to borrowers located in that jurisdiction or otherwise within the scope of withholding tax in that jurisdiction. By contrast, it is understood that US CLO entities holding US loans generally benefit from the US portfolio interest exemption and so are not subject to US withholding tax.
The European jurisdictions that impose withholding tax on interest payments would typically fully exempt (or in some cases partially relieve) the withholding tax if either the recipient qualifies for relief under a double tax treaty or if a relieving provision is available under the domestic law of the relevant jurisdiction. A further consideration is that loan agreements in the market (such as the UK Loan Market Association (LMA) template facility agreement) often include "qualifying lender" language which oblige a borrower to "gross up" any withholding tax. A "qualifying lender" is generally defined as a lender which would be entitled to an exemption from the relevant withholding tax.
The Cayman Islands is a leading jurisdiction for the establishment of US CLO entities, and as noted it is understood that US loans held by a Cayman Islands issuer would generally benefit from the US portfolio interest exemption and so would not be subject to US withholding tax. The challenge, however, is that the Cayman Islands as a jurisdiction does not have a tax treaty network with European countries. This means that if that US CLO entity was established in the Cayman Islands and held some European loans subject to withholding tax in its portfolio, it could be exposed to withholding tax and likely would also not meet the "qualifying lender" requirements to be eligible for a "gross up" under the loan documents.
Any withholding tax of course will be economically undesirable in the transaction in that it reduces the return on the investment, and indeed depending on the terms of the transaction a loan subject to a withholding tax may be an excluded investment which would need to be sold, and in certain cases could even be a trigger for a redemption of the notes.
Potential Structuring Options
An approach that could be considered in this situation would be for the Cayman Islands issuer to establish a subsidiary entity in a suitable European jurisdiction to hold those European loans. Ireland and Luxembourg are leading European jurisdictions for the establishment of SPVs to hold loan assets and would be very familiar with US CLO managers, who may indeed already use those jurisdictions for their European CLO activity. Both jurisdictions have extensive double tax treaty networks covering all major European jurisdictions which typically exempt or relieve interest withholding tax. Both jurisdictions also have dedicated tax regimes to ensure that the SPV itself is tax efficient from a local corporation tax perspective. The likely structure is that the Cayman
Islands entity would hold equity or profit participating notes in the European SPV, which would pass up all the economics to the Cayman Islands entity. This "two-tier" structure has been used in the past in similar cases, including for example in the converse where Irish SPVs have held US loans through a Cayman Islands or US SPV.
Further detail would need to be considered in the structuring of course including considerations such as compliance with the existing terms of the US CLO, bankruptcy remoteness and the Irish or Luxembourg tax considerations.
Maples Group Services and Capabilities
The Maples Group has market-leading CLO practices in Ireland and Luxembourg, together with deep tax expertise and a suite of ancillary services in each jurisdiction. We regularly advise US CLO managers on the structuring and formation of Irish subsidiaries to hold European loan assets, and can provide a seamless, integrated service covering both the offshore CLO issuer and the European acquisition vehicle. Our team can deliver efficient, cost-effective solutions for most CLO managers.
For further information, please contact your usual Maples Group representative or any of the contacts listed in this edition of The CLOser
Andrew Quinn +353 1 619 2038
andrew.quinn@maples.com
William Fogarty +353 1 619 2730
william.fogarty@maples.com
Lynn Cramer +353 1 619 2066
lynn.cramer@maples.com
Gillian Burke +353 1 619 2748
gillian.burke@maples.com
Emre Akan +352 28 55 12 12 emre.akan@maples.com
Your Global CLO Team
– A CLOser Look
Our global CLO team, now exceeding 120 professionals, continues to expand in response to the record-breaking volume of the global CLO market, ensuring we are well-placed to always meet client demands.
In this A CLOser Look, we introduce two of our team members, celebrating their unique value, contributions and stories.
Lloyd Barker, Associate
I'm Lloyd Barker, and I'm an Associate in the Finance team at the Maples Group in the Cayman Islands.
Q: What's one professional achievement you are most proud of?
One professional achievement I'm most proud of is my involvement in the structuring and closing of really creative and complex transactions, while still being available to pour into my community for youth development and social programmes.
Q: Describe yourself in three words.
I would describe myself as focused, driven and grounded.
Q: How do you maintain a work-life balance?
In life, I believe it's important for us to be intentional, to strike a work-life balance. I make an intentional effort to schedule my priorities. Family, faith, and fitness, and I also try to put in place certain boundaries to ensure I'm able to show up fully - fully on the job and also in my personal life.
Q: What's one habit you have developed that has positively impacted your life?
Waking up and training early in the mornings. It is really an awesome experience to be able to get my day started and to ensure that I'm mentally sharp.
Q: Who is your biggest inspiration?
This is always an easy question to answer because my mother has been the biggest inspiration. Her resilience, her love, her support and her belief in me. Those aspects have really helped to shape who I am today, and have also helped to inspire my desire and my willingness to want to serve others by pouring into them, to show them what love and support can do.
Q: What's one fun fact about you?
A fun fact about me is that as of October 2024, I became a professional natural bodybuilder and I don't know where I find the time, but I find the time.
Q: Share something that's on your bucket list.
Who doesn't have travel on their bucket list? So, I've travelled quite a bit, but on my bucket list is to see the seven great wonders. I've seen some, will still have more work to do.
Q: What's one thing you still want to accomplish in your lifetime?
I'd like to publish a book one day. I often have a lot to say, especially to young people, to impart wisdom and to share some of my experiences. And I do think I have to publish a book. That would be great.
Your Global CLO Team
– A CLOser Look
Betsy Mortel, Senior Vice President
I am Betsy Mortel, and I am a Senior Vice President in the Structured Finance team at the Maples Group.
Q: What's one professional achievement you are most proud of?
The professional achievement that I am most proud of is obtaining my qualification and securing my first job. These accomplishments didn't just mark starting my career, but it actually enabled me to help my family financially. Coming from an average family in the Philippines where student loans are not available, my eldest sibling paid for my education. So, when I got my job, I was able to pay it forward by helping my parents, providing my younger sibling with the opportunity to pursue his own education.
Q: Describe yourself in three words?
I would describe myself as resilient, adaptable and persistent.
Q: How do you maintain a work-life balance?
Work-life balance to me is about perspective. There will always be compromises in life, but it's about making the most of the time we have. So, I've learned, or I should say, I am still learning to be more efficient with my time both at work and at home, and really prioritising the things that matters most to me and my family.
Q: What's one habit you have developed that has positively impacted your life?
One habit I've developed since childhood is persistence. My husband jokingly calls it or refers it as being annoyingly pushy, but I see it as consistently pushing forward until I actually achieve my goal.
Q: Who is your biggest inspiration?
My parents have always been my biggest inspiration. They were both teachers and we grew up in a house with no electricity and running water. But my parents really worked hard and prioritised our education over a comfortable life so they could give us better opportunities. And they have.
Q: What's one fun fact about you?
When I was a child, we lived in a very remote area. To go or to reach a nearest town for grocery shopping, we would row a traditional wooden boat, and we call it bangka, with my siblings or with my parents for about 30 to 45 minutes, depending on the current.
Q: Share something that's on your bucket list?
When I was younger, I always wanted to do skydiving, but now I'm a mother my priorities have changed. But I always wanted to go on safari in Africa.
Q: What's one thing you still want to achieve in your lifetime?
One thing I would like to accomplish in my lifetime is to return to basics and live in a remote farm with my family raising animals and growing vegetables. I would like to live a farm-to-table lifestyle. You know, just connecting with the nature, being self-sufficient and really enjoying the simplest things in life.
A Global Team
Our CLO team comprises over 120 specialist CLO lawyers and CLO fiduciary professionals across our global network. Since the inception of the CLO market over 20 years ago, we have provided our clients with the benefit of our unparalleled depth of knowledge, experience and insight into what we see across the whole structured finance market, from the latest warehousing structures, to the latest regulatory developments and how they impact CLOs, to ongoing post-closing CLO issues.
For further information, please speak with your usual Maples Group contact or the primary CLO contacts below.
Legal Services Fiduciary Services
Cayman Islands
James Reeve +1 345 814 4467 james.reeve@maples.com
John Dykstra +1 345 814 5530 john.dykstra@maples.com
