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Asset-Backed Securities

The Securitization Process
Prof. Ian Giddy
Stern School of Business New York University

Asset-Backed Securities q The

basic idea q What’s needed? q The technique q Applications q Typical sequence

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The Securitization Process3

Securitization of Assets
Securitization is the transformation of an illiquid asset into a security. q For example, a group of consumer loans can be transformed into a publically-issued debt security. q A security is tradable, and therefore more liquid than the underlying loan or receivables. Securitization of assets can lower risk, add liquidity, and improve economic efficiency. q Sometimes,assets are worth more off the balance sheet than on it. q Copyright ©2001 Ian H. Giddy globalsecuritization.com

The Securitization Process4

What is the Technique for Creating Asset-Backed Securities?
A lender originates loans, such as to a homeowner or corporation. q The securitization structure is added. The bank or firm sells or assigns certain assets, such as consumer receivables, to a special purpose vehicle. q The structure is legally insulated from management q Credit enhancement and rating agency reviews q The SPV issues debt, dividing up the benefits (and risks) among investors on a pro-rata basis q Copyright ©2001 Ian H. Giddy globalsecuritization.com

The Securitization Process5

Securitization: The Basic Structure
SPONSORING COMPANY

ACCOUNTS RECEIVABLE

SALE OR ASSIGNMENT

SPECIAL PURPOSE VEHICLE ISSUES ASSET-BACKED CERTIFICATES

ACCOUNTS RECEIVABLE

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The Securitization Process6

The Process

Is the company Is the company ready? ready? Are the assets Are the assets suitable? suitable? What pool? What pool? What legal What legal structure? structure? What credit What credit enhancement? enhancement?

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Is the Company Ready for ABS? q q q q

q

Does the originator currently face a high cost of funding assets that would be recognized as sound, cash-generating assets if taken in isolation? Does it have a regulatory or capital constraint that makes freeing up the balance sheet important? Does it have data about the assets (required by rating agencies and financial guarantors)? Does it have the servicing process and systems that can meet the more demanding standards of the assetbacked market? Is the originator willing to undertake a complex, timeconsuming transaction to obtain a broader, potentially cheaper, ongoing source of funding? globalsecuritization.com Copyright ©2001 Ian H. Giddy

The Securitization Process9

Are the Assets Suitable?
The Pool of Assets Should Have: n Volume which is sufficiently large and homogenous to facilitate statistical analysis A stable history of rates, defaults, delinquencies, prepayments and so forth Sufficient diversification--for example, geographic and socio- economic-to reduce vulnerability to economic stresses Basic lender’s credit quality standards that are capable of being evaluated and approved by rating agencies and specialized financial guaranty companies Assets must be transferable and unencumbered In short, the assets themselves must be sufficiently strong to support a high credit rating without the backing of the originating lender. globalsecuritization.com n

n

n

n

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What is the Technique for Creating Asset-Backed Securities?
A lender originates loans, such as to a homeowner or corporation. q The securitization structure is added. The bank or firm sells or assigns certain assets, such as consumer receivables, to a special purpose vehicle. q The structure is legally insulated from management q Credit enhancement and rating agency reviews q The SPV issues debt, dividing up the benefits (and risks) among investors on a pro-rata basis q IM

E PL

E M

T N

T A

N IO

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Finance Company Limited Finance Company Limited

Case Study: The Company (Finance Company Limited) q Finance

company whose growth is constrained q Has pool of automobile receivables q Has track record q Plans to use this as an ongoing source of financing

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The Securitization Process14

Key Decisions

Securitize the assets
Decisions

Form of transfer of asset

Form of special purpose vehicle

Form of credit enhancement

Form of Form of cash flow transformation of allocation cash flows

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The Securitization Process15

Case Study: Initial Exchanges
Finance Co.’s Customers
Hire-Purchase Agreement

Finance Co. Ltd (Seller)

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The Securitization Process16

Case Study: Initial Exchanges
Finance Co.’s Customers
Hire-Purchase Agreement

Finance Co. Ltd (Seller)

Proceeds

FCL 1997-A (Special Purpose Co.)

Proceeds

Investors

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The Securitization Process17

Case Study: Initial Exchanges
Finance Co.’s Customers
Hire-Purchase Agreement Servicing Agreement

Finance Co. Ltd (Seller)

Proceeds

FCL 1997-A (Special Purpose Co.)

Proceeds

Investors
Asset-Backed Securities

Sale of Assets

Trustee
Trust Agreement

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The Securitization Process18

Case Study: Initial Exchanges
Finance Co.’s Customers
Hire-Purchase Agreement Servicing Agreement

Rating Agency
Top Rating

Finance Co. Ltd (Seller)

Proceeds

FCL 1997-A (Special Purpose Co.)

Proceeds

Investors
Asset-Backed Securities

Sale of Assets

Trustee
Trust Agreement

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The Securitization Process19

Case Study: Ongoing Payments
Finance Co.’s Customers
Hire-Purchase Payments Servicing Fees Monthly HP Payments Monthly ABS Payments

Finance Co. Ltd (Seller)

FCL 1997-A (Special Purpose Co.)

Investors

Trustee
Trustee Responsibilities Guarantee Responsibilities

Financial Guarantee Provider

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The Securitization Process20

Getting a Rating: The Risks
Credit risks q Liquidity risk q Servicer performance risk q Swap counterparty risk q Guarantor risk q Legal risks q Sovereign risk q Interest rate and currency risks q Prepayment risks q Copyright ©2001 Ian H. Giddy globalsecuritization.com

The Securitization Process21

Risk-Management Techniques in ABS
SPONSORING COMPANY

CREDIT CREDIT ENHANCEMENT ENHANCEMENT

ACCOUNTS RECEIVABLE

SOVEREIGN SOVEREIGN PROTECTIONS PROTECTIONS
SALE OR ASSIGNMENT

SPECIAL PURPOSE VEHICLE

ACCOUNTS RECEIVABLE

ISSUES ASSET-BACKED CERTIFICATES

INTEREST RATE/ INTEREST RATE/ CURRENCY CURRENCY HEDGES HEDGES

CASH FLOW CASH FLOW REALLOCATION REALLOCATION

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The Securitization Process22

Credit Enhancement: Guarantee Method
Finance Co.’s Customers
Hire-Purchase Agreement Servicing Agreement

Rating Agency
Top Rating

Finance Co. Ltd (Seller)

Proceeds

FCL 1997-A (Special Purpose Co.)

Proceeds

Investors
Asset-Backed Securities

Sale of Assets

Trustee
Trust Agreement Guarantee Agreement

Financial Guarantee Provider (if required)

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The Securitization Process23

Credit Enhancement: An Alternative Approach

Rating Agency Top Rating Senior Lower Rating

Finance Co. Ltd (Seller)

Proceeds

FCL 1997-A (Special Purpose Co.)

Subordinated No Rating More Subordinated

Sale of Assets

Guarantee Agreement

Financial Guarantee Provider (if required)

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The Securitization Process24

Asset-Backed Securities

The Rating Process and Credit Enhancement
Prof. Ian Giddy
Stern School of Business New York University

Rating Agencies

n n n n n n

Moodys Moodys Standard & Poors Standard & Poors Fitch Fitch

Why bother with a rating? q Compare equivalent credit risks across different kinds of debt: corporate, sovereign, ABS q Compare alternatives across different ratings levels q Obtain a relative as well as an absolute measure of credit risk q Be reasonably sure of a market to sell the security.
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The Securitization Process26

Default Matrix

Source: Fitch, “Bank CLOs”

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The Securitization Process27

Rating Reports: Who Pays for Them?
General reports on a sector, like CLOs q Pre-sale report on an individual CLO, once risks have been evaluated but final terms and credit enhancement have not yet been finanized q Final deal report q Periodic updates q Copyright ©2001 Ian H. Giddy

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The Securitization Process28

ABS: Factors Agencies Examine q Asset

portfolio analysis q Legal structure of the transaction q Quality of the originator/servicer q The trustee q The cash flow structure q The counterparties

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Rating Agencies: Business Analysis
Organization and management structure q Financial performance q Business strategy and planning processes q Controls and procedures q Asset origination and credit assessment procedures q Quality of its loan documentation q Credit administation and debt recovery procedures q Copyright ©2001 Ian H. Giddy globalsecuritization.com

The Securitization Process30

Credit Enhancement or overcollateralization q Reserve and liquidity accounts and lines q Excess cash flow q Third-party guarantees q Senior/Sub

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The Securitization Process31

The Result: Bond Credit Ratings
Standard & Moody’s Poor’s Aaa Aa A Baa Ba B Caa Ca C
Copyright ©2001 Ian H. Giddy

Interpretation High-quality debt instruments Strong to adequate ability to pay principal and interest Ability to pay interest and principal speculative

AAA AA A BBB BB B CCC CC C D

In default globalsecuritization.com The Securitization Process32

Typical Rating Analysis
Originator’s credit underwriting standards

Pre-securitization risk reduction

Screening of assets to be included in the portfolio Diversification of the portfolio

Legal structure based credit risk reduction Credit quality of deal participants

Legal insulation from originator default Legal insulation from servicer default

Originator/Seller/Servicer Trustee, swap counterparties Guarantors

Integrity of cash flow structure

Cash flow sufficiency and mismatches Safeguards and agreements such as swaps or caps

Direct recourse

“Internal” credit enhancement Credit enhancement “Third party” credit enhancement

Senior/subordination or overcollateralization Reserve or spread accounts

Cash collateralized accounts Financial guarantees

Rating
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The Securitization Process33

Credit Enhancement q Overcollateralization q Senior/Sub

or q Reserve and liquidity accounts and lines q Excess cash flow q Third-party guarantees

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The Securitization Process34

Over-Collateralization Method

SPECIAL-PURPOSE VEHICLE

COLLATERAL POOL

SENIOR ASSET-BACKED SECURITIES “EQUITY” ABS (owned by seller)

OVER-COLLATERAL

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The Securitization Process35

Example of Senior/Sub Structure

Class A1,A2,A-x B C D E F Issuer balance
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Rating AAA AA A BBB BB B NR globalsecuritization.com Subordination 28% 22% 16.5% 12% 8.5% 5.5% 0%
The Securitization Process36

Possible Time Frame
1 2 3
• R e s u lt of cash flow analysis Determination of eligible receivables Approach rating agencies and introduction of the structure envisaged Founding of the SPV Initiation of stock exchange approval process (in case of a Bond issuance) Draft of Offering Circular (in case of a Bond issuance) Comments of the Rating agencies (Rating confirmation) Determination of funding strategy Publication of Offering Circular (in case of a Bond issuance) Marketing (in case of a Bond issuance) Completion of documentation Purchase of receivables and issuance of securities • • • • • Determination of structure Information Memorandum Commencement of documentation Detailed cash flow analysis Preparation for rating process

months 4

• • • •

5

• • • • •

6

7
This schedule serves as an indication only and may vary from transaction to transaction.

• •

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The Securitization Process37

One Bank’s Assessment q The

implementation of a transaction usually takes between two and six months, provided all necessary data and information is readily available. time frame does not take into account the rating process.

q This

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The Securitization Process38

The Securitization Process - 1
One Bank’s List A private placement for a client who has done previous securitizations
Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø
Select securitization counsel and accountants C o n sider tax, accounting and securitization objectives Discuss data fields required for loan data file D e fine data to be audited by accountants Begin drafting Private Placement Memorandum (PPM) Begin drafting legal documents A s s e m ble preliminary pool and create initial data tape C o n sider preliminary bond structure Select rating agencies Perform integrity check on data tape (cracking the tape)

If new client, this would follow screening of corporation and loan pool for suitability Any info used in the PPM or in the pool analysis must be audited. If it’s a public offering, need a public Prospectus or Prospectus Supplement. A discussion with rating agency be necessary for selection of legal structure and pool selection if it’s a new type of ABS.

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Data from companies come in many different forms. The Securitization Process39

The Securitization Process - 2 Most investment banks active in ABS have
One Bank’s List
Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø
Model cash flow and bond structure Prepare rating agency presentation Select truste e/backup servicer R e c o n cile discrepancies with accountants Distribute rating agency presentations M e et with rating agencies Determine pending loan closings Select rating agencies and sign engagement letters Optimize loan pool and revise bond structure R a ting agency borrower visits (if necessary) R a ting agency due diligence (if necessary) C o m plete loan closings and finalize loan pool Obtain preliminary subordination levels from rating agencies

developed modelling software

Invariably, with the amount of information be supplied by the issuer via the tape, there will be mistakes/discrepancies to resolve, mostly with regard to loan data that’s been provided. During this process, the issuer is still originating collateral going into the deal. The bank has to decide what else it want to include, and has to establish a “cutoff date”. Which asset should not go into the pool? Its not necessarily bad collateral, but it may still hurt the overall profile of the pool
The Securitization Process40

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The Securitization Process - 3
One Bank’s List
Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø Ø
Market transaction to sub-bond buyers (if necessary) Tie out collateral cash flow with accountants

Alternative would be for originator to keep sub tranche

The collateral cash flows in aggregate are structured to pay Final subordination levels from rating agencies bonds. The bonds are Finalize bond structure based on final loan pool and sub-levels then sold based on the likelihood that the Tie out bond cash flows with accountants bonds will receive those payments at a Finalize PPM and legal documents certain period in time. Therefore, the cash Arrange distribution by other banks flows that pay the bonds are what the Finalize internal marketing material investor is purchasing. The bond cash flow Issuer presentation to salesforce characteristics are presented in the Print red herring PPM and distribute to investors prospectus to investors Market transaction to investors and if they aren’t tied out, there is a huge Price bonds and execute Bond Purchase Agreement legal liability for the underwriter and issuer Print final PPM if they aren’t correct.
CLOSE TRANSACTION

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This is the agreement to purchase the bonds from the SPV globalsecuritization.com by the investor or investment banks Process41 The Securitization

Asset-Backed Securities

Asset-Backed Securities: Legal and Regulatory Issues
Prof. Ian Giddy
Stern School of Business New York University

Asset-Backed Securities: Legal and Regulatory Aspects q Legal u The

Transfer u The Special-Purpose Vehicle q Taxation q Accounting

Treatment q Bank Regulatory Treatment

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Legal Aspects q Goal:

AL EG L

Credit quality must be solely based on the quality of the assets and the credit enhancement backing the obligation, without any regard to the originator's own creditworthiness q Otherwise, quality of the ABS issue would be dependent on the originator's credit, and the whole rationale of the asset-backed security would be undermined.
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The Securitization Process44

Three conditions enable the separation AL EG of the assets and the originator L
The transfer must be a true sale, or its legal equivalent. If originator is only pledging the assets to secure a debt, this would be regarded as collaterized financing in which the originator would stay directly indebted to the investor. q The assets must be owned by a specialpurpose corporation, whose ownership of the sold assets is likely to survive bankruptcy of the seller. q The special-purpose vehicle that owns the assets must be independent q Copyright ©2001 Ian H. Giddy globalsecuritization.com

The Securitization Process45

The Form of Transfer: True Sale? Form of transfer of asset True Sale Assignment Collateral
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AL EG L

Alternative: Credit swap (Synthetic ABS)

The Securitization Process46

What Makes it a Sale?
The form and treatment of the transaction q The nature and extent of the benefits transferred q The irrevocability of the transfer q The level and timing of the purchase price, q Who possesses the documents q Notification when the assets are sold q AL EG L

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The Securitization Process48

Asset Securitization
CHASE (SPONSOR)
CREDIT CARD RECEIVABLES

SALE OR ASSIGNMENT

SPECIAL PURPOSE VEHICLE ISSUES ASSET-BACKED CERTIFICATES

CREDIT CARD RECEIVABLES

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The Securitization Process49

The Alternative: Synthetic ABS
HVB (Originator)
REFERENCE POOL OF LOANS (Stay on balance sheet)

AL EG L

CREDIT SWAP AGREEMENT

SPECIAL PURPOSE VEHICLE ISSUES ASSET-BACKED CERTIFICATES

TOP QUALITY INVESTMENTS

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Accounting Treatment q Sale

versus financing q Consolidation q Accounting for loan servicing

NG TI UN CO AC

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The Securitization Process51

FASB Sale Treatment q The

transferor relinquishes control of the future economic benefits embodied in the assets being transferred q The SPV cannot require the transferor to repurchase the assets except pusuant to certain recourse provisions q The transferor's obligation under any recourse provision are confined and can be reasonably estimated
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NG TI UN CO AC

The Securitization Process52

Bank Regulation and Capital Requirements
Goal: Ensure that the substance and not the form of the asset transfer is what governs capital requirements. The regulatory authorities may assess capital or reserve requirements as if the financing was a secured borrowing: q u Where

the transfer leaves the bank open to recourse deemed risky by the authorities, u Or where there is potential for a "moral hazard" whereby a bank may shore up potential or actual losses in the sold assets to protect its name even when not legally required to do so.
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The Securitization Process53

Basel 2 and ABS q Originating

banks (“clean break”) q Investing banks (use of ratings) q Sponsor banks (for ABS conduits) q Synthetic securitization (degree of risk transference)

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Basel 2 for Investing Banks AAA to AAA+ to ABBB+ to BBBBB+ to BBB+ and below 20% 50% 100% 150% Deducted from capital

Source: Basel Committee on Banking Supervision, January 2001
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The Securitization Process55

Example: Ford Credit Owner Trust 1999-A

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The Securitization Process56

Ford Structure
Ford Ford Motor Credit

Sale
Ford Credit Auto Rec. Two LP

Class A-5 and A-6

Sale
Ford Credit Auto Owner Trust Class A-1 to A6 Class B Receivables Class C Class D
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Class D

The Securitization Process57

Ford Structure: Waterfall

Receivables

Class A-1 to A6 Class B Class C Class D

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The Securitization Process58

Ford Structure: Default or Loss?

Receivables Class A-1 to A6 Class B Class C Class D

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The Securitization Process59

Paydown: Soft Bullet Structure

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The Securitization Process60

Example: DBS Singa Deal

DBS Bank Loan portfolio Seller/Servicer

Singa

US$ FRN

Investors

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The Securitization Process61

Dah Sing/Hong Kong SAR

Dah Sing Seller/Servicer

Mortgage portfolio

Hong Kong SAR Res Mort. Ltd

US$ FRN

Investors

Currency Swaps

Financial Guarantees

ASIA Ltd General Re CapMac

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The Securitization Process62

Franchise Loan Securitization
Franchisees (Borrowers)
Loan Agreement Loan Payments

Atherton Capital (Seller)

Proceeds

Atherton FLF 1998-A (Special Purpose Co.)

Proceeds

Investors
Asset-Backed Securities

Sale of Assets Servicing Advisor

Mellon Mortgage (Servicer)

Servicing Agreement

Class A1,A2,A-x B C D E F Issuer balance

Rating AAA AA A BBB BB B NR

Subordination 28% 22% 16.5% 12% 8.5% 5.5% 0%
The Securitization Process63

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Films (Finance for an Italian
Library of Movies)

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The Securitization Process64

Future-Flow Financing: Offshore Purchase Agreement

YPF (Argentinian oil producer)

Oil (under sales agreement) Oil Trading Co. (Cayman Is. SPV) US$ Oil (under purchase agreement) Highly rated U.S. oil buyer

Notes Noteholders US$ Fixed debt payments US$ Trust

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The Securitization Process65

Asiansecuritization.com
Ian H. Giddy Stern School of Business New York University 44 West 4th Street, New York, NY 10012, USA Tel 212-998-0426 ian.giddy@nyu.edu http://giddy.org

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