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Asset Securitisation Introduction for IIMC ICSI

Asset Securitisation Introduction for IIMC ICSI

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Published by CA Navin Saraf
A Project on Asset Securitisation (useful for PGDFM, BBI, or any Financial management course
A Project on Asset Securitisation (useful for PGDFM, BBI, or any Financial management course

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Introduction to Asset Securitisation

Vinod Kothari 1012 Krishna 224 AJC Bose Road Calcutta 700 017. India
Phone 91-33-22811276/22817715/22813742/23233863/23233864 E-mail: vinod@vinodkothari.com; vinodk@vsnl.com Fax 91-33-23233863/22811276

All rights reserved with Vinod Kothari.
The presentation is to be used only for the purpose of the training course/meeting/ session for which it is intended and any use of any part of it, other than for distribution at such training course/meeting is unauthorized. No rights of any kind have been transferred in soft copy of the presentation, meant only for the purpose of printing. The soft copy should be purged immediately after printing.

Introduction to Securitisation by Vinod Kothari

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Lecture 1

Introduction to Securitisation

What is securitisation
    

In traditional methods of corporate finance, a corporation raises equity/obligations to own assets. In securitisation, a corporation creates and „securitises‟ assets - that is, transfers assets. In form of securities. The claim is on assets, and not on the entity Hence, asset-based funding Securitisation and traditional funding: is the difference skin-deep or surfacial?
    

All claims are, eventually, claims on assets: question is one of stacking order: securitisation puts investors on the top of the stacking order by isolation Broader the periphery of assets backing up the claims, more the volatility, risks Asset-backed funding narrows down asset definition and hence reduces volatility Hence, reduces credit enhancement Crux of asset backed funding lies in reducing the equity, and increasing the leverage
Introduction to Securitisation by Vinod Kothari

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on mutually exclusive basis To strip the excess spread inherent in assets and service them on off-balance sheet basis Isolated from entity risks More amenable to structured funding. since assets are hived off into a separate entity Leverage based on portfolio risks .Securitisation and corporate finance Nature General claim against the assets of an entity To harness the strengths of the corporate's balance sheet to raise funding Subject to entity-wide risks Claim against specific assets of an entity.usually quite high Objective Investor risks Structured funding Less amenable to structured funding Leverage Leverage limited to entitywide prudential/regulatory limits Introduction to Securitisation by Vinod Kothari 5 .

Issues securities/ notes 8. Payments to investors Investors Introduction to Securitisation by Vinod Kothari 6 . Proceeds of issue of securities 9.Basic process of securitisation 10.Collection and servicing 7. Proceeds of sale of receivables 1.Passes over to SPV. Reinvestment/liquidity buffer Reinvestment contract 4. Originator’s residuary profit Originator 4. Cash flow before securitisation Obligors 6.Assigns Cash flow Security trustee SPV special purpose entity 3. Reinvestment proceeds/liquidity facility 5. less fees 2.

Key features of securitisation    Capital market funding Use of special purpose vehicles as a transformation device Structured finance      Meaning of structured financial products: product structured or made-to-needs of the investor Key structuring principles: What are investors rating needs What are investors payback needs/ paydown needs What is investors‟ appetite for interest rate risk. prepayment risk?  Securitised instruments reorganise investors‟ rights to suit their needs Introduction to Securitisation by Vinod Kothari 7 .

Concept of SPVs Transferor Transferor Special purpose vehicles as trustee Special purpose vehicles as owner Investors as beneficial owners Pass-through form Investors as debt investors Introduction to Securitisation by Vinod Kothari Security trustee holding charge for investors Pay-through/ CDO/ CLO form 8 .

collateralized by specific assets  Operating companies and SPVs:    Nature of interest in SPV:   Introduction to Securitisation by Vinod Kothari 9 . This feature is necessary to ensure “asset-backed” securities beneficial or proportional. SPVs are used in securitisation transactions as devices of hiving off assets and converting assets into securities. selfsustained entity which is no more than such assets/ risks.no other assets or general recourse against the SPV no less than isolated assets . equity-type interest in assets debt-type interest. An SPV is no more and no less than incorporated name for specific assets   no more than isolated assets . they do not have any business except acting as a legal instrumentality.no other claims to affect the investors‟ rights over assets SPVs are not companies in substantive operations.to isolate identifiable assets/risks into a stand alone.Use of SPVs    Generic use of SPVs .

credit risk. interest rate risk. prepayment risk. to churn out securities with different risk/reward profiles. etc credit enhancement arbitrage tranching subordination support classes:      Common structuring devices:    planned amortisation class and support class floating rate class and inverse floating class fixed income class and leveraged floating class debt class and equity class Introduction to Securitisation by Vinod Kothari 10 .term.Use of structured finance devices   Structured finance devices mean re-distribution of risks/rewards or components of assets into different segments. Uses of structured finance:    aligning securities to investor needs .

Use of repackaging devices  Repackaging implies:   Repackaging various loans or structured products into a new product Repackaging loans into loans of smaller or longer tenure Structured finance resecuritisations Revolving type structure Refinancing type structures Introduction to Securitisation by Vinod Kothari   Repackaging by components:  Repackaging by tenure:   11 .

ABS types based on collateral Securitisation Existing asset Future asset Risk Mortgage backed Asset backed RMBS CMBS Operating revenues Introduction to Securitisation by Vinod Kothari Credit risk Insurance risk 12 .

ABS types based on other parameters Securitisation Purpose Nature of asset transfer Synthetic structures Term of paper Balance sheet Arbitrage Cash structures True sale structure Term paper Secured loan structure Introduction to Securitisation by Vinod Kothari Commercial paper 13 .

etc •Transfers through SPV route •High degree of credit enhancement/ cash participation by originators •Purpose: off balance sheet. lower classes take risk •Synthetics.Life cycle of asset-backed securitisation Quasi-financial deals •Unrated. transaction models are built around securitisation mechanics. performance-oriented businesses are transferred •Distinction bet. exploiting excess spread. better ratings •Credit enhancements dwindle. Bilateral transfers •Full originator backing •Purpose: off-balance sheet. better capital/ risk management •Separation of funding and risk transfers Synthetics answer regulatory concerns more easily •In traditional cash structures. arbitrage activity enter the stage •Purpose: economic capital. banking and insurance becomes less clear Early-stage securitisation Advanced-stage securitisation Synthetics stage Operating Risk transfers/ Index risk transfers ? (possibly. reinvention stage) Introduction to Securitisation by Vinod Kothari 14 . origination/ servicing split •More stress on risk transfers •risks of operating businesses: retail credits.

Parties to securitisation transaction         Originator Obligors Special purpose vehicle: single/ multiple Trustees Investors Swap counterparties Liquidity provider Credit enhancement provider Introduction to Securitisation by Vinod Kothari 15 .

Typical users of securitisation are:             Mortgage financiers Bank loans Finance companies Credit card companies Hoteliers. rentiers Public utilities Intellectual property holders insurance companies aviation companies exporters of unprocessed materials plantations governments Introduction to Securitisation by Vinod Kothari 16 .Typical originators   Application of securitisation techniques has greatly expanded recently.

Introduction to Securitisation by Vinod Kothari 17 . private equity funds.Typical assets securitised  Financial assets    long-term assets short term assets revolving assets using transformation devices using secured loan structures  Physical assets      Whole business transactions Future flow transactions Structured investment vehicles:  CDOs of investment products such as hedge funds. etc.

comingling. particularly payments. compliance with respective agreements monitoring covenant compliance and reporting .Trustee     A logistic requirement.regular loan level and bond level reports monitoring principal and interest payments Enforcement of seller representations and warranties monitoring of triggers and withholding distributions   Timely. decisive action Ability and willingness to act as backup servicer or organise succession Introduction to Securitisation by Vinod Kothari 18 . later made a statutory obligation in public offerings of debt instruments Fiduciary for the investors Holder and administrator of security interests and safeguarding collateral documents Traditional functions:        Acting as registrar and transfer agent for the securities Distribution of principal and interest payments oversight of the conduct of the transaction.

Securitisation investors     Professional investors Institutional investors Fixed income investors Investors driven by concerns of risk diversification Introduction to Securitisation by Vinod Kothari 19 .

No connection with the debtors of the originator Debt obligation of the originator Relation with the debtors of the originator Nature of instrument acquired by investors Legal rights of the investors Exercisable against the originator Introduction to Securitisation by Vinod Kothari 20 . or a debt obligation of the SPV Exercisable against the SPV. In case of participation of several persons in the loan. there might be an indenture trustee acting as a trustee for the investors. the SPV is formed. Hence. SPV (issuer) and the investors Transfers claims against debtors/ customers of the originator Either a fractional interest in the pool of receivables held by the SPV.the Originator.Securitisation and borrowing Legal nature of the transaction Parties to the transaction Transfer of an asset/ several assets of the originator To allow the pool of receivables to be aggregated and kept intact.the borrower and the lender. there are 3 parties to the transaction . or through the SPV against the debtors of the originator Normal monetary obligation o f the originator There are two parties to the transaction . a collective investment medium.

usual bankruptcy/ distressed company protection available to the originator Investors will not be affected. normally investors will suffer a loss Introduction to Securitisation by Vinod Kothari 21 . they have a claim against the originator Failure of the debtors of the originator Depends upon recourse features.Securitisation and borrowing Treatment for regulatory purposes Effect on regulatory capital requirement Bankruptcy of the originator Not treated as borrowing from public Normally frees up regulatory capital Investors beneficially own the pool of assets transferred to the SPV Treated as borrowing from public Does not free regulatory capital Investors have a claim against the originator.

inherent cost and weighted average cost  The best example of economics of securitisation is an arbitrage CDO Alternative investor base -institutional and retail Matching of assets and liabilities Issuer rating irrelevant Multiplies asset creation ability Non-conventional source. may allow higher fundingOff-balance sheet financing .Why securitisation           Lower cost .removal of accounts Frees up regulatory capital Improves capital structure Higher trading on equity with no increased risk Introduction to Securitisation by Vinod Kothari 22 .

2        Extends credit pool Not regulated as loan Reduces credit concentration Risk management by risk transfers Arbitraging opportunities .repackaging transactions Avoids interest rate risk Improves accounting profits Introduction to Securitisation by Vinod Kothari 23 .Why securitisation .

Lower cost due to securitisation      Increased leverage: lower use of equity: leverage arbitrage Capital market source – reduces agency costs Better rated product: ratings arbitrage Aligns investment with investor objective: structural arbitrage Studies of whether securitisation has reduced funding costs:   Mortgage market is cited as an example Arbitraging profits in the securitisation market Introduction to Securitisation by Vinod Kothari 24 .

Securitisation from Investors‟ viewpoint           Better security as direct claims over assets Tested in several bankruptcies: Japan Leasing. 47% of the par value lost -Moody‟s study Better yields in emerging markets Moral responsibility of investment bankers/ rating agencies: case of Ahmsa. several Thai companies. Philippine Airlines. losses are much lesser: In case of corporate bonds. Even when underlying obligations default. Turkey cos.transition studies confirm ABS ratings are more stable than other fixed incomes. Introduction to Securitisation by Vinod Kothari 25 . Rating resilience . High rate of default recovery Structuring features: possibility for better risk-return alignment Rated investment Very few instances of default in 20 years history: In European securitisation. no default to date. Mexican company‟s default.

86% This shows that even after D rating. CMBS average recovery 66%. Introduction to Securitisation by Vinod Kothari 26 . there are substantial recoveries for ABS investors. 96% in prime AAA. 81% in prime AA.Defaults and recoveries in ABS transactions           S&P released a defaulted class recovery study on 4th Sept. Credit cards and franchise loans took 17 of the defaults. CMBS 14 (out of 1984) . 2001 Total defaults only 116 out of 13538 classes .only 0.65% in prime and 49% in subprime. Rating agency Moody‟s cautions: due to the unique terms of structured finance transactions. Of the 19 defaults -12 belonged to a single issuer of credit card transactions which was a fraud.RMBS 83 (out of 6361). ABS 19 (out of 5193 classes) RMBS recovery rate average 61% . etc. 116 defaults till June 2001 . (AA 89%) ABS recovery rate uneven averaging 29%. there might be a prolonged credit deterioration of a rated tranche before it can be termed a “default”.

ABS/ MBS default history S&P study of 12th Sept 2002 The first study period had some 15000 classes outstanding. and the second period had additional 3500 classes Introduction to Securitisation by Vinod Kothari 27 .

Recent default update (April 2004) Introduction to Securitisation by Vinod Kothari 28 .

Lecture 2/3 Distinctive Features of Securitisation .

originator retains significant role relative to the assets:   As servicer As first loss support provider   Therefore. characterising a securitisation transaction as a true sale can be challenging Other option:  Secured loan structure with appropriate security interest creation:  Will work in countries that allow security interest enforcement without bankruptcy court intervention Introduction to Securitisation by Vinod Kothari 30 .Legal structure  Most securitisation transactions are based on true sale structure:   True sale provides isolation:  Isolation makes originator performance irrelevant True sale provides bankruptcy remoteness  Despite “sale” of the assets.

Cash flow structure   Pooling of assets:  One-time/ continuing transfers Pass-through or pay through Sequential. proportional or a combination Pay-outs to investors:    Paydown to investors:  Structural protection:  Diversion of proportional payments to sequential payments Introduction to Securitisation by Vinod Kothari 31 .

Credit enhancement structure    Excess spread Over-collateralisation Subordination Introduction to Securitisation by Vinod Kothari 32 .

in case of triggers Introduction to Securitisation by Vinod Kothari 33 .Basic elements of securitisation structures  Transfer of assets to bankruptcy-remote entities:    Cash versus synthetic structures secured loan structures Two-tier transactions pass.throughs and bond structures      Cash inflow and outflows:    Determination and form of credit enhancements Classes of securities and coupon of each Profit extraction devices Liquidity enhancements Structural protections: early payment or de-leverage triggers Pay down methods:   normal abnormal .

Cashflow schematics of securitisation   We will model the cashflow structure of a dummy securitisation transaction And iterate it with respect to:    Simple pass through Reinvestment of principal into passive financial instruments Reinvestment of principal into the original asset Residual returns Weighted average maturity Introduction to Securitisation by Vinod Kothari  To see the impact on:   34 .

Cash Flow Scheme of Securitisation Collect Interest (plus other revenue) Collect Actual Principal (Scheduled) Collect all Prepayment Deduct all Senior Expenses No Is Actual Principal < Scheduled Principal? Yes Debit Deliqnent Principal Ledger Pay Senior Coupon Excess Spread Is excess spread >delinquent Principal ? Yes Pay Junior Coupon Pay Principal No Transfer to Deliqnent Principal Principal Waterfall Introduction to Securitisation by Vinod Kothari 35 .

reduces interest Reduces the weighted average maturity of the pool Impacts the quality of the pool? Introduces callability risk in asset backed securities Introduction to Securitisation by Vinod Kothari 36 .Understanding the impact of prepayment     Prepones principal.

even though the charge off rate rises. it is important to examine the hazard rate. a 6-monthly moving average may be used  For a typical portfolio.Analysis of the cumulative loss curve   The cumulative loss curve plots the cumulative losses/charge offs to the initial outstanding balance of the pool Relation between prepayment and expected loss:    As obligors prepay. that is. the hazard rate ascends as the portfolio seasons. however. the rate of charge off relative to the then-outstanding portfolio balance To smoothen the impact of periodic ups and downs. the cumulative loss rate slows down In such cases. the cumulative loss rate tends to flatten as the impact of ascending hazard rate is reduced by reducing pool size Introduction to Securitisation by Vinod Kothari 37 .

and callability risk Mortgages in different countries behave differently One of the popularly used prepayment model is PSA model:    Mortgages begin with a prepayment rate of 0.2% (annualised) in Month 1 and linearly go upto 6% in Month 30. expected maturity. 200 PDA would mean twice as much Impact of seasoning Introduction to Securitisation by Vinod Kothari 38 . then stay constant Prepayment behavior of specific mortgage pools is based on PSA – 100 PSA meaning equal to the above rate.Prepayment models    Prepayment models try to project the prepayment behavior of mortgage loans over time. useful in predicting cashflows.

PSA and CPR models 5000 4500 4000 3500 3000 2500 2000 1500 1000 500 0 1 30 59 88 117 146 175 204 233 262 291 320 349 PSA prepayment CPR prepayment Introduction to Securitisation by Vinod Kothari 39 .

6% in Month 30. grows linearly upto 0. 150 SDA would mean 1 ½ times the same Introduction to Securitisation by Vinod Kothari 40 . US Bond Market Association‟s SDA:   Starts with 0. then stays constant for the next 30 months. Standard default assumptions in different countries project default movement over the seasoning of the pool.03% to the maturity of the mortgage 100 SDA would mean default rate equivalent to the standard rates.02% annualised default rate in Month 1. and then declines to 0.Standard default assumption    Default models try to project the movement of the default rate in relation to time.

Defaults under SDA Default amount under SDA 450 400 350 300 250 200 150 100 50 0 Default amount under SDA 1 9 17 25 33 41 49 57 65 73 81 Introduction to Securitisation by Vinod Kothari 89 41 .

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