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INTRODUCTION OF SECURITIZATION
A lot has been written and spoken about securitization in recent times. Indeed, one has
been hearing about it in India since the early 1990s, but with increasing regularity in
recent times. This concept note is intended to place the concept of securitization in the
right perspective, and importantly, set aside some myths and misconceptions associated
with it.
The deals that have been talked about are Citibanks sale of its car loan portfolio,
among others. With only this much information provided on this deal, it may be
concluded that such transactions are only in the nature of refinancing arrangements,
since no new marketable securitization, in our meaning, is explained in the following
paragraph.
Consider the case of a limited company and its financing advantages over a partnership
firm. A partnership firm is based on relationships, which cumbersome to handle, and
whose changes in composition could affect the firms liquidity. In the case of limited
company, share is issued to each partner and the companys capital structure does not
change with a change in the composition of its partner. Shareholder come and goes as
they please. This is because the shareholders stake is concurrent with their holdings of
share certificates, which are transferable pieces of paper, called securities. Securitization
therefore is the process of converting relationship into transactions. The trend of
debentures and bonds replacing illiquid loans by a bank is also a step in the direction of
converting relationship into transactions.
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for a whole new round of fresh loans. Therefore, the advantages of securitization are in
the forms of.
1) making illiquid receivable liquid
2) getting loans of long tenors, thereby withstanding the shocks that could come
from short term funding (asset-liability management or ALM) and
3) Lock on to a long-term, low-cost source of finance, enhancing their credit
planning efforts.
Apart from the stated advantages, securitization also in enhancing the Capital Reserve
Adequacy Ratio (CRAR) and reduces the overall cost of capital due to transfer of risk
off its balance sheet, as explained later. Thus, securitization involves financial
engineering with several associated credit derivatives.
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HISTORY OF SECURITIZATION
Securitization may be said to have originated in Denmark. Loans were granted when
bonds of an equal amount and tenor were sold. This is form of asset-liability matching,
resource management, and even the interest margins are protected. Therefore seems to
be sound policy. In Prussia, bonds backed by mortgage loan were issued by some banks,
the instrument, and a bond symbolizing the underlying cash flows called pfandbrief.
Interestingly, over its 200 years history, no pfandbriefs has ever been defaulted upon.
However, standardization and liquidity seem to pose a problem, otherwise tradability of
such instrument will be only in restricted markets.
Securitization in its modern form really took off in Chicago. Chicago is also a home to
many seminal developments in finance. Mortgage bankers would deploy their initial
capital in creating mortgages. Fresh borrowers would have to turn away. Chicago
mortgages banker struck upon the idea of selling the loan portfolios to larger mortgages
banker. The largest mortgage bankers carved of the stream of underlying receivables
into tradable denominations as in equity and bonds in order to attract investors and
facilitate trading in these bonds. Other innovation followed. First, the interest and
principle portions were separately traded. These are called STRIPS, the acronym for
Separately Traded Interest Only (IO) and principal only (PO) Segments. Other
innovation included the splitting up of the bonds to sort investors having an appetite for
varied lengths of time. The details are explained elsewhere in this paper. To sum up, the
underlying receivables were carved in a process known as slicing and dicing, analogous
to the beef cuts that were sold as a marketable commodity, as opposed to trading in the
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whole animal itself. Securitization instruments shorn of such innovations are known as
plain vanilla securitization instruments.
The concept of securitization is rapidly spreading in several countries in various stages
of development. From the Danish origins and the pfandbriefs, securitization has spread
and evolved in the US. Policy makers in several developing countries are keen that
securitization takes off, since these are capital deficit countries. Securitization in these
markets will strengthen lending agencies and improve their linkages with the capita
markets.
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3. The cash flows generated by the loans over a period of time are used to repay
investors. There could also be some credit support built into the transaction to
protest investors against possible losses in the pool. However, the investors will
typically have no recourse to the originator.
Issues
Transfer/sells PTC
loans SPV Investors
Originator (Trust managed by
(Owner of the assets) Consideration the trust)
Consideration
Payment
from Payment
borrower Collection account made to
deposit (Operated by the trusty) investors
from
originator
Loans Installment
(Assets) Payment
Borrowers Credit Support
(Given by the originator or
third party)
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Originator: The originator is the original lender and the seller of the
receivables. Typically, the originator is a Bank, a Non Banking Finance
Company (NBFC), or a Housing Finance Company (HFC). Some of the
larger originator in India includes ICICI Bank, HDFC Bank and
Citigroup.
Seller: The seller pools the assets in order to securitize them. Usually, the
originator and the seller are the same but in some cases originator sell
their loans to the other companies that securities them.
Obligors/borrowers: The borrower is the counter party to whom the
originator makes the loan. The payments made by borrowers are the
sources of cash flows used for making investor payments.
Issuer: The issuer in a securitization deal is the special purpose vehicle
(SPV) which is typical set up as a trust. The trust issues securities which
investors subscribe to.
Investors: Investors are the purchase of the securities. Banks, Financial
Institution, NBFC and Mutual Fund are the main investors in securitized
paper.
Service: The service collects the periodic installments due from
individual borrowers in the pool, make s payouts to investors, and
follows up on delinquent accounts. The service also furnishes periodic
information to the rating agency and the trustee on pool performance.
There is a service fee payable to the service. In most cases, the originator
acts as the service.
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originator to convert those pools of assets onto securities. This institution is called
special purpose vehicle (SPV) or the trust. The pass through transaction between
the originator and the SPV is either by way of outright sale basis. This process of
passing through the selected pool of assets by the originator to a SPV is called
transfer process and once this transfer process is over the assets are removed from
the balance sheet of the originator.
Issue Process: After this process is over the SPV takes up the onerous task of
converting these assets to various type of different maturities. On this basis SPV
will issue securities to investors. The SPV actually splits the packages into
individual securities of smaller values and they are sold to the investing public.
The SPV gets itself reimbursed out of the sale proceeds. The securities issued by
the SPV are called by different names like Pay through Certificates, Pass
through Certificates. Interest only Certificate, Principal only Certificate. The
securities are structured in such a way that the maturity of these securities may
synchronies with the maturity of the securitized loans or receivables.
Redemption Process: The redemption and payments of interest on these
securities are facilitated by the collections by the SPV from the securitized assets.
The task of collection of dues is generally entrusted to the originator or a special
service agent can be appointed for this purpose. This agency paid certain
commission for the collection service rendered. The servicing agent is responsible
for collecting the principal and interest payments on assets pooled when due and
he must pay a special attention to delinquent accounts. Usually the originator is
appointed as the service. Thus under securitization the role of the originator gets
reduced to that of the collection agent on behalf of SPV in case he is appointed as
a collection agent. A pass through certificate may be either with recourse to the
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Asset Backed Securities (ABS) are instruments backed by receivable from financial
assets like vehicle loans, credit cards, personal loans and other consumer loan but
excluding receivables from housing loans. Mortgage Backed Securities (MBS) are the
instruments backed by receivables from housing loans. Collateralised Debt obligation
(CDO) is instruments backed by various types of debt including corporate loans or
bonds.
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backed by guarantees given by highly rated merchant banks and hence they
are also attractive from the investors point of view. These instruments are
mostly short term in nature.
Other type
Apart from the above there is also other type of certificate namely
i. Interest only certificates
ii. Principal only certificate.
In the case of interest holding certificate payments are made to investors only
from the interest incomes earned from the assets securitized. As the very name
suggest payment are made to the investors only from the repayment of
principal by the original borrower. In the case of principal only certificates
these certificate enables speculative dealings since the speculators know well
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that the interest rate movements would affect the bond value immediately. For
instance the principal only certificate would increase the value when interest
rate go down and because of these it becomes advantageous to repay the
existing debts and resort to fresh borrowing at lower cost. This early
redemption of securities would benefit the investors to a greater extent.
Similarly when the interest rate goes up, interest holding certificate holders
stand to gain since more interest is available from the underlying assets. One
cannot exactly predict the future movements of interest and hence these
certificates give much scope for speculators to play the game.
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There have also been interesting comparisons between securitization and factoring
services. The similarities are in the refinancing aspect, as both the processes result in
exchange of receivables for cash inflows. There are however, significant differences.
Factoring is predominantly a service, collection mechanism. With financing (in the case
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Securitized instrument have some distinct features which distinguish them from
traditional debt:
Isolation of pool of assets: In the securitization the securitized assets are
separated from the original lender through a sale to a separated legal entity
called as a Special Purpose Vehicle (SPV) which acts as an intermediary.
Claims against a pool of assets: Traditional debt instrument represent claim
against the company that issue the debt. Investors rely entirely on the borrower
companys credit quality for repayment of their debt. In securitization
transaction, investor payout is made from collection of securitized assets and
the instruments are thus claims on the assets securitized. Investor does not
typically recourse to the originator.
Credit enhancement: Credit enhancement is an additional source of funds
that can be used if collections on the assets are insufficient to pay investors
their dues in full. Credit enhancement thus support the credit quality of the
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securitized instrument and enable it to achieve a higher credit rating than the
pool of assets on its own, in many cases the rating would also be higher than
that of the originator. This is not possible in conventional debt.
Payment Mechanisms: securitized instrument typically incorporate structural
features to ensure that scheduled payment reach investor in a timely manner.
Operational and administrative requirements: as the SPV is the only shell
entity the administration of the pools of securitized loans involves multiple
parties performing various functions. These functions include collection,
accounting, and loan servicing, legal compliances etc which need to be
performed through out the life of transaction.
Securitization creates tangible economic benefits. These benefits are more visible
in US and other developed countries where securitization markets have matured
over the past two decades.
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the assets is released and the proceeds from securitization can be used for
further growth and investment.
Liquidity management: Tenor mismatch due to long term assets funded
by short term liabilities can be rectified by securitization as long term
assets are converted into cash. Thus securitization is a tool of asset liability
management.
Improvement in financial ratios: Since securitization help in undertaking
larger transaction volumes with the same capital profitability and return on
investment ratios increase post securitization.
Profit on sale: Securitization helps in up-fronting profits. This would
otherwise accrue over the tenor of the loans. Profits arise from the spread is
booked as profit leading to increased earnings in the year of securitization.
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Investors in securitized instruments can take advantage of the benefits that these
instrument offer, however they also need to be aware of the inherent risks in these
transaction. These risks classified into:
Asset pool risks which arise due to the unpredictable behavior of the
underlying borrowers. The payment behavior of underlying borrowers can
be estimated with a reasonable degree of accuracy based on historical
data.
Legal risks due to lack of judicial precedence on securitization legislation
and regulation.
Counter party risk arise as a securitization transaction involved multiple
parties throughout the tenure of the instrument. The investors returns can
be impacted by non-performance or bankruptcy of any of these
counterparties.
Investment risks like all other investment securitized instruments are
subject to market related risks.
Investors are protected against these risks by means of structural features and
credit enhancement which enable the instrument to achieve high credit ratings.
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Credit risks: Investors have a direct exposure to the repayment ability of the
underlying borrowers whose loans have been securitized. If borrower default on
payment of installments or make delay payment collection will be inadequate to
scheduled investors payouts. Thus timely investor payments will depend on the
credit quality of the pool borrower.
Mitigation: Credit enhancement provide for PTC is sizes to cover the expected
levels of payment default and delays. In case there is short falls in the collection
the credit enhancement is used to make timely payment to the investors.
However, in the event of short falls over and above credit enhancement levels
investors will incur losses on their investment.
Risk of prepayment: Investors face the risks that underlying borrowers may
prepay all or part of the principal outstanding of their loans. When prepayment
occurs they are passed on to the investor (unless the instrument structure
provides for a separate class of PTC to absorb prepayments). This can affect
investor in two ways:
o Reinvestment risk: If there are heavy prepayment in the pool the average
tenure of the instrument reduces resulting in reinvestment risk for the
investor.
o Prepayment loss: If the investor has paid an additional consideration to
receive excess interest spreads generated by the pool the investor principal
outstanding is greater than the pool principal outstanding. Hence when the
contract is prepaid this excess interest spread payable to the investor from
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Power of attorney: This authorizes the trustee to execute acts and deeds with
regards to the securitization contracts, including the enforcement of security.
Collection and payout account agreement: This document spells out the
operational details of the collection account.
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stamp duty is that if document executed in one state is taken into another state,
the document is liable to be stamped in the second state if the stamp duty in
the latter is higher.
True sale ensures that the sale of assets in a securitization is absolute and binding and
effectively removes the financial assets from the balance sheet of the originator. It is
relevant since the investors return in asset securitization depends purely on cash flows
from the securitized assets. A true sale will ensure that the investors rights and
entitlements in respect of these cash flows are not affected in case of bankruptcy or
liquidity of the originator.
There is no statutory definition or judicial interpretation of true sale as yet in India.
However, the following issues are pertinent in evaluating a transaction for true sale:
Extent of recourse to and risk retained by the originator in the securitized
assets: Generally company is of the opinion that in cases where the originator
retains a high level of risk in the assets, the courts are likely to recognize the
transaction as a secured borrowing.
Options and obligations to repurchase assets: The presence of an option to
repurchase does not by itself negate true sale. However, company treats an
originators obligation to repurchase assets on account of deteriorating asset
quality as inconsistent with true sale.
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Extent of control retained by the originator over the assets: Company will
acknowledge a transfer as a true sale only if the transferee gains unrestricted
rights to the assets.
Company like CRISIL, CARE also bases its analysis of a securitization transaction
on professional opinion from an independent legal counsel, confirming that the
transfer of assets is consistent with a true sale.
The National Housing Bank (NHB) is a regulatory body to promote and support
Indian housing finance companies (HFC and the housing portfolios of banks). NHB
has played a lead role in starting up MBS and developing a secondary mortgage in
India by:
Setting up Special Purpose Vehicle (SPV) for MBS and acting as a trustee to
the issuance on behalf of investors.
Acting as a guarantor and facilitating MBS transactions.
Acting as a refinancing arm for HFC by making loans and advances as well
as rendering financial assistance to scheduled banks and HFC.
Making continual efforts to generate awareness about residential MBS
among market participants.
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To improve the flow of credit housing sector, RBI has liberalized the
prudential requirement on risk weight for housing finance by Banks.
Accordingly, Banks extending housing loan to individual against the mortgage
of residential housing properties will be permitted to assign risk weight of
75% instead of the earlier requirement of 100% provided certain condition are
met. However,
Loans against the security of commercial real estate will continue to attract
100% risk weight. Moreover, bank investments in MBS of residential assets of
HFC will also be eligible for risk of 75% for the purpose of capital adequacy,
subject to certain terms and condition.
The loans should be securitized under the true sale of assets to the
SPV.
The loans to be securitized should be loans advanced to individuals for
acquiring/constructing residential houses, which should have been
mortgaged to HFC by way of exclusive first charge.
The loans to be securitized should be accorded an investment grade
credit rating by a credit rating agency at the time of the assignment of
SPV.
The securitized loans should be originated from housing finance
company/banks.
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Banks can invest in PTC. The Reserve Bank of India (RBI) issued guidelines
in November 2003 prescribing prudential limits for banks on all non-SLR
investment, specifically for investments in unlisted securities. In December
2003, RBI clarified that investment in either security receipts issued by
securitization companies/reconstruction Company registered with RBI, or
Assets Backed Securities (ABS) and Mortgage Backed Security (MBS) which
are rated at or above the minimum investment grade will not be reckoned as
unlisted non-SLR securities for computing compliance with the prudential
limits prescribed in the above guidelines. Therefore there is no impact on the
ability of the banks to invest in PTC as issued currently in transaction. It is
expected that the PTC would soon be specifically notified as securities under
SCRA and hence get listed.
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Credit rating agency has developed a framework for rating the debt obligation of Indian
corporate supported credit enhancements. For example CRISIL ratings of structured
obligation (SO) factor the credit enhancement extended by an entity, which could be in
the form of guarantees, over collateral, cash etc. (SO) rating are based on the same scale
as CRISIL other rating (AAA through D for long term debt, and P1 through P5 for short
term debt). The rating indicates the degree of certainty regarding timely payment of
financial obligation on the instrument.
Provisional rating:
When any credit rating agency rates a securitized pool of assets, it initially assigns a
provisional rating. The provisional rating assigned is valid for a period of 90 days,
before which the originator must comply with the following:
Submit copies of all executed transaction documents to credit rating agency.
Submit a letter from the trustee confirming that the transaction documents have
been executed to the trustees satisfaction.
Furnish representation and warranties as stipulated by credit rating agency.
Submit an auditors certificate where required.
Submit the required legal opinion from an independent counsel.
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Upon receipt of the above documents, credit rating agency examines if the
documents are in line with the transaction structure as envisaged at the time of
assigning provisional rating. If the documentation and the other compliances are to
credit rating agency satisfactions than agency issues a letter of compliance for the
transaction formalizing rating.
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Team put together a rating report based on its interactions and presents
its report and recommendations to the rating committee.
Post A compliance letter for the rating is issued once the final transaction
issue documents, legal opinion and other compliance documents have been
received by Company legal analyst and compliance team.
Monit
oring
Company does not end with the issue of the initial rating. Company has
a dedicated surveillance team, which monitors the performance of the
securitized pool every month to ensure that it is line with the
outstanding rating
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Credit rating agency carries out a through due diligence for all rating, before and
after the provisional rating.
Originator due diligence: The due diligence of originator MIS and the risks
control mechanism give a fairly good idea of the originator assets portfolio
vis--vis industry benchmarks, and forms critical inputs in the stipulation of
the credit enhancement levels for transaction.
Pool due diligence: Agency check if all pool contracts adhere to stipulated
selection criteria. Auditors statement are obtained to ensures that all
information furnished to rating agency relating to the pool has been verified
and found to be correct and true.
Transaction structure: Rating agency analyses the structure for each
transaction to adequately assess any risks which investors might face. This is
extremely important as the structure is becoming more complex.
Legal due diligence: The legal team also checks the draft transaction
documents, to identify any legal issues pr legally untenable clauses. The basic
documentation examined is the trust deed, assignment agreement/deed of
assignment, service agreement and cash collateral agreement. The corporate
undertaking or guarantee is also examined where relevant.
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Origination system
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Size of the market: Rating agency estimates that over 330 transactions,
involving a cumulative volume of Rs 530 billion, have been placed in the market.
Issuance has grown exponentially with ABS volumes growing at a CAGR of
51% and MBS volumes growing at a CAGR of 65% since 2000.
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Securitization has gained popularity over the years as reflected in the increasing
number of originator entering in the market. Some key originator in the market
includes ICICI Bank, HDFC Bank, Citigroup, and Tata group.
The predominant investors in securitized instrument are mutual funds,
public sector bank, foreign bank, private sector banks and insurance company.
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In India, an SPV is typically in the nature of trust. The trust is usually settled by
the third party who is appointed as the trustee, to manage the trust properties (the
securitized assets) and distribute the income from the same. The trustee is the
legal owner of the assets, whereas investor is entitled to all the benefit arising
from the trust properties. An SPV can also be formed by declaring trust over the
assets. In such cases, the originator holds the assets are transferred to the
investors, while the legal ownership of the assets continues to vest with the
originator in its capacity as the trustee.
Structures have evolved in India based on investor risk, tenor preferences, and
issuer requirement.
Fully amortising structure: In India, we see fully amortising
instrument (i.e. principal is repaid to the investors along with the interest
over the tenor of the PTC). This is different from bullet structure, where
the entire principal is repaid at maturity. Fully amortising structure is
designed to closely reflect the full repayment of the underlying loans
through the interest and principal payment.
Par and premium structure: In par structure, the investor pays a
consideration equal to the principal outstanding (par value) of future
cash flows. In return the investor is entitled to receive scheduled
principal repayment from the pool of receivable along with a pre decide
rate of interest. Par structure also has an element of Excess Interest
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Spread (EIS) generated if the yield on the pool is higher than the yield
on the PTC. The originator has the right to receive the EIS amount.
A premium structure is one where the investor pays a consideration greater than the
principal outstanding of future cash flows, for the additional right to receive EIS
arising from the securitized assets. Predominantly, par structure is used in MBS and
premium structure is used in ABS.
Senior subordinate structure: Cash flows from the securitized assets can be
carved into multiple classes of securities having different tenors and risk profiles.
The senior class is accorded the first claim on the cash flows from the pool,
whereas the subordinate class has a lower claim. Thus, the subordinate class is
first loss price and the support payment to the senior classes. Typically in India,
senior classes are highly rated instruments while subordinate classes are unrated
and retained by the originator.
Fixed and floating rate structures: PTC is issued at both fixed and floating
rates of interest. The motivation for fixed or floating rates depends on interest
rate trends in the economy. Investor preferences and other such parameters.
Recently there have been many issuances at floating rates, where the rates are
benchmarked to a designated index like the NSE, MIBOR. If underlying assets
are fixed rate loans, floating coupon rates introduce the element of interest rate
risk in the transaction. This risk can be mitigated by using an interest rate swap
with a swap provider who exchange rate payouts made by the trust for floating
rate payout to the investors.
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The most common forms of credit enhancement found in the Indian market are listed
below. They are not mutually exclusive a combination of two or more forms of credit
support is often used.
Cash collateral: This is an external form of credit support. The originator or the
third party provides a predetermined amount of cash, which is put into the reserve
account. Withdrawals can be made from this account to off set losses on the
securitized assets. The cash collateral is held by the trustee in the favor of
investors.
Excess interest spread: This is an internal form of credit enhancement available
in transactions where the interest rate received on underlying loans is higher than
the interest rate paid on the PTC backed by those loans. This give rise to excess
margin or spread that can be applied to offset in the pool collection.
Subordinate tranches: One of the common methods of credit enhancement is
senior subordinate tranches structure, where the subordinate tranches acts as a
credit enhance for the senior tranches.
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transaction. After the PTC redeemed, the over collateral assets belong to
the residual beneficiary in the transaction.
Guarantees: A legally valid and enforceable guarantee from the higher rated
entity for funding shortfalls in collections is external form of credit
enhancement. Such guarantee if present are usually limited to
predetermined amount.
The term waterfall is used to describe the order of priority in which proceeds
realized from securitized assets will be utilized. Payments to stake holders in the
securitization will be made as per the term and conditions laid out in the waterfall.
Statutory or regulatory dues pertaining to the securitized receivable.
Expenses incurred by service provider like the trustee agent, rating agency,
auditor and legal advisors.
Senior PTC holders payment.
Top up cash collateral.
The residential amount. If any is paid to subordinate PTC holders, if there are no
subordinate PTC, the residual amount flows back to the residual beneficiary in the
transaction, usually the originator.
Innovation in Securitization
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Strips
STRIPS are the acronym for Separately Traded Interest and Principal Segments. The
interest and principal steam of cash flow are deterministic and are known in advance.
These are sold at their present values as deep discount bonds. The principal only (PO)
and interest only (IO) segments represent two synthetic instruments that are excellent
hedging instruments. By investing in various combinations, investors can create their
own risk-return profile, something not enabled by holding plain-vanilla puts. The strip
reacts differently to changes in interest rate behavior. To understand this better, think of
strips to be the present values of a stream of cash flows, denoted by
The price movements of strips are impacted the repayment effect, discounting effect and
their combined effect.
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In the case of PO, a fall in market interest rates would induce mortgage borrowers to
prepay existing loans and borrow a fresh at lower rates. This will accelerate the cash
flows appearing in the numerator, and reduce the discounting factor in the denominator;
both effect together leading to a value appreciation and hence price of a PO. Reserve is
the case for a rise in the interest rates where borrowers would stay put and tend to
prepay, and the denominator rising, leading to a fall in the price of a PO.
In the case of the IO, a fall in the markets interest rates would reduce the denominator to
lift the price. However, due to repayment, large section of outstanding would be bereft
of future interest inflows. This represent losses in the interest income to service the IO.
The magnitude of interest rates shift and prepayments would determine the combined
effect and final value of the IO. A rise in the interest rates would protect the numerator,
but there will also be a rise in the denominator. Here again, the combined effect and the
impact on the final valuation depends on the magnitudes of the rate shift.
Hedging instruments, bank investing in the long end of the market would like interest
rates to be high. They therefore would buy Pos to protect their losses. Bank wanting
interest rates to fall to increase their lending volumes would be interested in getting
hedge protection by investing in Ions. Thus, it is to be understood that PO and IO strip
moves in opposite directions in relation to interest rates shift in order to devise hedging
strategies.
Tranched transactions
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There could be a variation, where tranches C assume the name Z, where the entire
interest is re-appropriated to the repayments of A, and the amounted temporarily
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foregone is added back to the outstanding principal Z. these Z tranches are wildcards
and are hedging instruments as well as catering to the appetite of risk friendly investors.
Note that the presence of B, C and Z tranches serves as cushions to safeguard A. the
presence of such cushions raises the credit rating of A class securities and hence lower
there coupons obligation in the risk return matrix.
Floaters
A coupon-bearing bond where the coupon rates is linked to a reference rate. The
investors gains when the reference rates rises. The floating rates are equal to or above
the reference rates, the difference between the two rates being the quality spread (i.e. the
risk element embedded in the interest rate). Floaters are issued on a stand-alone basis or
complementary to Inverse Floaters.
Inverse floaters
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These are issued complementary to floaters. The coupons rates are pegged at a fixed
ceiling rate minus floating rate. For example, if the floating rate is say 7%, and the
ceiling rate is at roughly double, say, 155 the coupon on the inverse will yield (15-7)% =
8%. When floating rates rise to say 9%, the inverse will yield less, i.e. (15-9) % = 6%
and vise versa. A set of floaters and inverse floaters can be used to replace fixed coupon
bearing bonds. In such situations, class securities would be split in the ratio 1:1, via Rs.
25 lakhs floaters and other Rs. 25 lakhs inverse floaters. In many cases the investment
bankers assist in designing such instruments.
Variations of this theme are supper-floaters and super inverse floaters. For example,
Rs. 50 lakhs interest at 8.50 could be split in the ratio 2:1, into Rs. 34.5 lakhs floating at
say 8% at a point in time, or say, reference rate of 7% + 1%, at a point in time. This
comes with a co-existing inverse-floating rates of (ceiling of 24% - 2 times the floating
rate of say 8%) = 44% at a given point in time. The inverse-floaters are issued for an
amount of Rs. 17.5 lakhs, half the amount of the floating securities. Considering the
magnitude of the amount and the ceiling interest rate, the inverse floaters assume the
name super-inverse floaters.
A close perusal the two schemes outlined will reveals the interest rate hedging
mechanism of the floating rate securitized instruments.
CAT Bonds
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Until now, the applicability of the securitization was assumed to be in the banking
sector. However, Catastrophe Bonds as they are called is also an effective risk transfer
and risk financing device in the insurance sector. The mechanism of CAT bonds is
explained in the paragraph below.
Let us assume that there is an insurance company, and it has done well in extending its
business in say, Gujarat. The premium incomes are with the company. It could so
happen that a catastrophe in Gujarat could lead to claim amounts that could wipe out
this insurance company. The conventional method of dealing with such risk would be
elements of re-insurance, where part of the premium would be ceded by the insurer to
the reinsurers, taking a proportionate amount of risk also off its balance sheet. However,
it must be appreciated that there could be some catastrophic events which make even so-
called normally anticipated losses are exceeded. To avail of contingent financing for
contingent events, the device of CAT Bonds has been innovated. Here, CAT Bonds are
issued at a high coupon rate for the contingent amount, to cover the perceived under-
financed claim-losses. Catastrophic losses beyond the threshold level trigger the
appropriation of CAT Bonds principal proceeds to settle claims, the principal now not
being repayable to the CAT Bonds investor. If no claim arises on CAT Bonds, the entire
proceeds are refund on expiry of the term of the risk insured against, in which case the
interest is a clean profit for the investors. The redemption amount is secured against
stream of premium payments, as insurance companies gain credibility (hence business
and premium inflows) when they successfully settle claims over a period of time. Thus,
CAT Bonds represents the conversion of risk, packaging them into a tradable
commodity and garnering capital markets solutions to safeguard against losses from
natural calamities.
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Notably, all that is an SPV acceptable to the potential investors, the SPV essentially is a
trust that can be wound up once the objectives of the trust are achieved. Its role is only
in appropriating payments in a diligent manner to safeguard the investors interest, it is
the collective representation of the investors. Thus reinsurance-type protection as
reinsurance can be offered through the mode of securitization, obviating the need for
incorporation as a reinsurance company and the requisite minimum capital requirement
of Rs.200 cores.
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CASE STUDY 1:
CITIGROUP DIRECT ASSIGNMENT OF RECEIVABLES
DEAL SUMMARY
Credit Enhancement:
Corporate Undertaking of 9.36% of assigned receivables
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CFIL shall assign right that it has under the Franchisee Agreement
specific to the Loss sharing undertaking (varies between 0% to 30% of
the amount financed) Provided by Franchisee and on the Earnest
Money Deposit (EMD) Provided by each Franchisee against loan
Agreements originated by the Franchisee acting as an Agents for
CFIL.
SELECTION CRITERIA
The Pool has selected by CFIL from the loan contracts currently on its books
using the following criteria as on December 31 st 2004, which is referred to as
the cut-off-Date:
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When both body and chassis is funded then both or none should be
included in the pool. If only body is funded then such cases should not be
included
The Receivables were generated in the ordinary course of its business by
CFLD either directly or through its franchisees.
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POOL CHARACTERISTICS
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Weight Average LTV of
68% (after imputing body
cost of 25%)
Geographically well
diversified across 19 states.
CASESTUDY2
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Deal Summary
Originator, seller & servicer: Marinara & Marinara Financial Service Ltd.
SPV: VE Trust; Trustee: UTI Bank Ltd.
Instrument: Pass Through Certificates
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Rating: P1+/AAA(so) from CRISIL
Nature of Receivable: Arising from loan contracts for utility vehicles
and cars entered into between originator and borrowers
Credit Enhancement:
Subordinate PTC of 9.8%
Cash Collateral of 5.75%
Opening over dues subordination
Selection Criteria:
The pool has been selected by MMFSL from the loan contracts currently on its
books using the following criteria as on October 2003, which is referred to as the
Cut-off-Date:
The pool comprises of only utility vehicles and cars.
The pool contracts have a minimum seasoning of three months.
The over dues on the contracts do not exceed a period of one month.
Only contracts directly originated by the seller and whose collection is
directly undertaken by the seller have been included.
The maximum balance tenor as on February 1, 2004 is 35 months.
The original LTV of the contracts is restricted to a maximum of 90%.
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Pool Characteristics:
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Structure Diagram
Originator/Seller
(MMFSL) Obligors
Issue of
subordinate PTC Sale of receivables
& purchase
consideration for
Liquidity Reserve receivable
Servicer
SPV
Interest rate Swaps Monthly
Collection Collection
Citibank Investors Account
Agent
Issue of
floating rate & Payout
fixed rate PTC on PTC
Trustee
Investors
Interest rate swaps have been entered into between the Investors agent and Citibank to convert
fixed pool to a floating rate coupon to investors.
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Performance of previous issuances
CFIL & CAN April 02 June 02 July 02 Oct 02
Issuance
Issue size (Rest. 66.92 74.57 115.38 109.5
Cores)
Total number of 69 77 117 111
PTC
Issue rating AAA (so) P1 (so) P1 (so) LAAA (so)&
+PSCE& AAA +PSCE& MAAA (so)
(so) AAA (so)
CE stipulated 8.00% 8.50% 8.50% 4.50%+PSCE
O/s level of CE as 39.68% 13.51% 60.94% 41.73%
% future investor
cash flows
Cum. Principal 8.50% 3.97% 10.32% 3.43%
prepaid as a % of
the original
principal
outstanding on the
issuance
Peak usage of CE 16.52% 12.26% 6.42% 16.70%
(as a % of O/S
CE)
First 3 months 86.70% 76.80% 77.53% 93.42%
First 6 months 92.27% 87.21% 86.68% 95.95%
As on date 98.95% 119.29% 97.23% 97.93%
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Analysis for the better understanding about Securitization. Questionnaire method was
used to carry out the survey. A set of 5 question was used in the questionnaire, which
varied from objective type of question. Questionnaire was framed and designed in such a
manner that it could be filled up with in 5minutes by the person thus saving time of
interviewee. The sample size of the survey was taken to be 50, of this 50 people 18
questioned were to business person, 20 people were servicemen and professional, 12
were student. Question Ranged from getting information about securities, securitization,
credit rating etc.
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2. Are you aware of securitization?
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Summary
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Conclusion:
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Bibliography:
www.goggle.com
www.wikipedia.com
www.vinodkothari.com
www.crisil.com
Vipul prakashan
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