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See GRAPEVINE on Back Page

MF Global has hired two executives to re-


place Samir Shah, who lef his post as the
New York broker-dealers head of asset-
and mortgage-backed securities sales
and trading at the end of November.
Te recruits, Philip Hermann and Evan
Malik, arrived two weeks ago from Braver
Stern, where they spent about two years
as managing directors covering fxed-
income sales. However, theyre better
known for an earlier stint as co-heads of
structured-product sales at UBS. In that
role, they worked with John Bass now
a sales executive at MF Global.
Lester Steinberg has lef investment-
banking frm Sandler ONeil, where he
was leading a team that was forming to
structure privately placed securitiza-
tions. Steinberg took the post in April,
and departed last week. He previously
examined collateral for commercial-
paper conduit issues at UniCredit. He also
THE GRAPEVINE
3 Rating Analysts Gripe About Issuers
3 Canada Drafting Covered-Bond Bill
3 BMW Programs on Cruise Control
4 End in Sight for CDO Liquidations
5 SEC Rules Leave Issuers in Limbo
6 Lenders Impatient for SEC Guidance
8 CALENDAR
10 INITIAL PRICINGS
JANUARY 28, 2011
Pay Scales Resume Downward Trajectory
Securitization professionals in the U.S. can expect their paychecks to shrink in
2011, at least for those who are lucky enough to keep their jobs.
With a market recovery in the forecast for last year, many Wall Street institutions
added bankers, traders and sales professionals to focus on mortgage-backed securi-
ties, collateralized debt obligations and, to a lesser extent, asset-backed bonds. But
the rebound never happened, and theyre now planning to cut compensation by up
to half in response.
Tats especially the case at companies that boosted pay scales last year to lure
new talent. Executive recruiters named Amherst Securities, Barclays, Deutsche
Bank, Jefferies & Co., Nomura and Sandler ONeill as shops that added to their head-
counts and now are re-examining their plans in light of sluggish market condi-
tions.
At some shops, staf reductions will be in store likely afer annual bonuses are
See SCALES on Page 8
New Fund Boosts HSBCs Buyside Presence
HSBC Asset Management has set up a fund that invests in securitized products.
Te vehicle, called HSBC ABS Opportunities Fund, started trading around year-
end with $60 million of in-house capital. Te plan is to develop a track record before
raising money from outside backers a few months down the line.
London-based HSBC isnt giving industry players any clues about just how much
it plans to collect, but the expectation is that outside contributions will expand the
pool considerably.
Te fund invests worldwide, with a focus on purchases of residential mortgage
bonds, commercial mortgage securities and collateralized loan obligations with av-
erage ratings of double-A. Te goal is to produce annual returns of 350 bp over
Libor. So far, HSBC is beating that target.
Te vehicle is separate from a $200 million structured-fnance component within
See HSBC on Page 4
Bankers Puzzled Over Brief S&P Watch List
Industry participants no longer see a major threat in eforts by S&P to deter-
mine whether stricter swap-counterparty requirements might lead to downgrades
of asset- and mortgage-backed bonds but they may not be completely out of the
woods.
Te agency created alarm among bankers when it suggested in December that
a wide swath of deals could be afected by the swap adjustments, which raise the
rating thresholds at which counterparties in interest-rate and currency contracts
are considered able to meet their obligations. A Jan. 18 list of securitizations placed
on watch for downgrades as part of the process turned out much smaller than ex-
pected, however.
S&Ps action encompasses $115.8 billion of bonds: $85.5 billion of home-loan
paper; $17.9 billion of collateralized debt obligations; $6.4 billion of asset-backed
bonds; and $5.9 billion of commercial mortgage securities. Te agency has said it
See BANKERS on Page 9
1 . B l a c k n o s e , 2 . I n t e g r a t e d c r e d i t m o d e l s a n d s t r e s s v e c t o r s , 3 . M a c r o e c o n o m i c
s c e n a r i o s b u i l t i n , 4 . E x t r a s t r i p o n c h e s t , 5 . H i g h l y c u s t o m i z a b l e , 6 . L a r g e r e y e s ,
7 . S u p p o r t f r o m a d e d i c a t e d F i n a n c i a l E n g i n e e r , 8 . A f f o r d a b l e .


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Rating Analysts Gripe About Issuers
Two new collateralized loan obligations from Apollo Man-
agement and WCAS Fraser Sullivan have led rating analysts to
complain that some issuers are taking way too long to share
information about their deals.
At issue is a rule the SEC implemented June 2, known as
17g-5, that requires bond issuers to post complete information
about their deals on secure websites accessible to all 10 nation-
ally recognized statistical rating organizations. Te idea is to
coax unsolicited grades from rating agencies other than those
hired by the issuers and thereby provide investors with more
accurate risk assessments.
But that can happen only when issuers disseminate data
well before their deals close, the rating analysts said. And that
wasnt the case with the latest oferings from Apollo and Fraser
Sullivan. Information about a $405 million CLO that Apollo
priced on Nov. 16 didnt go up on a website until Oct. 29. Fraser
Sullivan, which expects to price its $400 million ofering by the
end of the month, posted the required rating information dur-
ing the week of Jan. 10.
Te complaint is that disclosing details about a deal just two
weeks before it prices makes it difcult, if not impossible, for a
rating agency to adequately assess the risk of the bonds. Other
CLO issuers have managed to circulate information about their
deals 4-5 weeks before they closed.
But other sources pointed out that both issuers posted in-
formation on their websites as soon as they provided it to the
rating agencies they hired. Apollo hired Moodys and S&P to
rate its deal, ALM Loan Funding 2010-3. In the case of the Fra-
ser Sullivan deal, its unclear which rating agencies have been
hired.
Te reason the deals werent unveiled sooner, sources said, is
because 17g-5 has changed the way issuers communicate with
the rating agencies. In the past, issuers would spend hours on
the phone with the frms they hired to ensure their deals com-
plied with those shops rating methods. But since the SEC rule
took efect, issuers have been required to share any such com-
munications with all of the other rating agencies. As a result,
issuers have cut way back on their discussions with all rating
analysts.
Its had a chilling efect on communication, one source
said of 17g-5. You wait longer to engage agencies.
Te tendency among issuers and underwriters now is to en-
gage in hypothetical discussions with rating analysts about the
kinds of collateral and deal structures they generally prefer. At
the same time, issuers are relying more on their underwriters
to anticipate how rating agencies will view a particular deal
and what it will take to win a triple-A grade.
As a result, some issuers are waiting longer to formally en-
gage rating agencies to grade their deals. Tanks in part to the
prep work being done by underwriters, issuers in some cases
are pricing deals within two weeks of hiring a rating agency.
Tis, in fact, was the case with the Apollo ofering.
But rating analysts insist that they typically require several
weeks, and sometimes more than a month, to fully analyze the
collateral and structure of a CLO. It seems that its a very short
timeframe for rating agencies to do their analysis, one analyst
said of the Apollo and Fraser Sullivan deals.
Canada Drafting Covered-Bond Bill
Te Canadian government is aiming for the next month or
two to release a draf of legislation designed to make investors
around the world more comfortable with covered bonds of-
fered by the nations banks.
Tere is strong support for such legislation, which is likely to
become law this year. In a budget proposal submitted to Parlia-
ment last March, the government announced its intention to
draw up the legislation. Market participants have since been
waiting to see a draf, which a source said could materialize as
early as next month.
Banks in Canada are already issuers of covered bonds, but
the lack of legislation has made some investors reluctant to buy
the securities.
Investors in Germany and some other European countries,
for example, prefer to buy bonds from banks based in countries
with government-sanctioned programs. And Canadian banks
are eager for the legislation to pass because their balance sheets
are fush with home loans guaranteed by Canada Mortgage and
Housing Corp. assets that are well suited for the collateral
pools of covered bonds.
Te six largest banks in Canada, including Bank of Nova
Scotia, Bank of Montreal and CIBC, have ofered covered bonds
since 2007, accounting for roughly $30 billion of issuance,
mostly sold to U.S. investors. Canadian banks are prohibited
from issuing covered bonds exceeding 4% of their assets, which
means they still have capacity to issue up to $69 billion of the
securities. Te most recent issue came this week from National
Bank of Canada, which sold $1 billion of three-year covered
bonds to investors in the U.S.
BMW Programs on Cruise Control
BMW has prepared its U.S. securitization schedule for this
year.
Sources expect to see a second-quarter ofering of at least
$900 million backed by the Munich automakers auto leases.
Tat could be followed by a deal backed by prime-quality auto
loans, totaling around $700 million.
Te issuance pace would be consistent with BMWs 2010
output in the States: a $1 billion lease securitization that priced
in September with J.P. Morgan and Citigroup running the
books; and a $750 million loan deal that Bank of America and
RBS led in April.
BMW has occasionally securitized dealer-foorplan loans
as well, but no such oferings appear to be in the works for
2011. BMW last came to market with one of those deals in
September 2009, placing $525 million of bonds via Citi and
RBS.
January 28, 2011
Asset-Backed
ALERT 3
End in Sight for CDO Liquidations
A recent increase in the number of troubled collateralized
debt obligations in liquidation is expected to continue well into
2011, before falling of by yearend.
Some 125 CDOs already have liquidated since the start of the
credit crisis, with the pace picking up since Jan. 1 to a level that
liquidation managers now project to remain steady through the
frst half. By midyear, however, most failed CDOs already will
have been unwound. Accordingly, liquidations are expected to
become much less frequent in the following months.
It has long been expected that CDO liquidations eventually
would taper of, but when that might happen has been a matter
of conjecture.
Over the past couple of years, CDO liquidations have played
a key role in feeding the secondary market for mortgage-
backed securities at a time when new issuance of such bonds
has been all but non-existent. A vast majority of the CDOs that
went south were backed by subprime MBS that sufered high
rates of default as the housing market collapsed.
Already this year, investors have gotten a crack at several
CDO liquidations, and at least two more are expected to hit the
market in the next week or so. Te most recent sale was on Jan.
20, when Vertical Capital liquidated Montrose Harbor CDO 1.
Te deal was issued in July 2006
by Vanderbilt Capital. Vertical,
acting as liquidation manager,
auctioned of about $115 million
of underlying bonds.
HSBC ... From Page 1
a $2 billion high-yield debt fund
HSBC already runs. Tat initia-
tive, which began in December,
takes aim at mezzanine CLO
pieces in the U.S. and Europe,
along with paper backed by Eu-
ropean home loans and commer-
cial mortgages.
HSBC Asset Management,
which was known as Halbis Capi-
tal until mid-2010, runs some
$100 billion of fxed-income in-
vestments for institutional cli-
ents of HSBC. Tat total includes
roughly $30 billion of asset and
mortgage-backed securities, col-
lateralized debt obligations and
commercial mortgage bonds.
January 28, 2011
Asset-Backed
ALERT 4
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SEC Rules Leave Issuers in Limbo
It could take six months before market players can predict
how new SEC rules governing securitization audits and due-
diligence reports might afect deal volume.
At issue is the Jan. 20 release of a proposed amendment to
Section 15E(s)(4) of the Securities and Exchange Act, under
which asset-backed bond issuers and underwriters would have
to share outside reviews of their deals with investors. Te prob-
lem: Rather than defning what information must be included
in those documents, the SEC put of that decision for another
rulemaking process that might not conclude until July 21.
Concerns about the process center around a requirement
that with the release of securitization reviews, the accounting
frms conducting those examinations be considered experts
for liability purposes. If those players refuse, the issuers would
efectively be barred from the market.
At the least, theyre likely to increase their fees to ofset po-
tential exposure to lawsuits. But they cant fgure out how much
until they know more about the SECs plans, making it impos-
sible to tell how issuers might be afected. Te costs may end up
being prohibitively high, one accountant said.
He questioned an assertion by the SEC that some frms con-
ducting deal reviews have already indicated a willingness to be
named as experts in ofering documents. I havent heard that,
the accountant said. We havent decided yet how were going
to approach the market.
Another wrinkle: Rating agencies require issuers to com-
mission outside reviews of the collateral for certain types of
deals, including mortgage securitizations. Tat also might
put issuers in a tight spot if vendors prove unwilling to do the
work.
Te SEC was charged with handling the rule update under
the Dodd-Frank Act. If nothing else, last weeks proposal allevi-
ated concerns of an immediate issuer exodus by delaying the
rules implementation until Jan. 1, 2012. Revisions are possible
along the way, as the regulator receives feedback from market
participants.
January 28, 2011
Asset-Backed
ALERT 5
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Lenders Impatient for SEC Guidance
Issuers of mortgage-backed securities will have to wait a
little longer to fnd out what types of loans will be exempt from
new risk-retention requirements under the Dodd-Frank Act.
Market players had been looking at Jan. 24 as an unofcial
deadline for the SEC to issue preliminary guidelines for so-
called qualifed mortgages, but the date came and went with-
out a word from the regulator. Lenders that securitize qualifed
credits would be exempt from new rules requiring them to re-
tain a 5% interest in each of their deals.
Te SEC originally was expected to issue guidance back in
December. Under Dodd-Frank, the regulator faces an April 17
deadline to fnalize the defnition of qualifed mortgage.
Why the delay? Market players arent sure, though some sus-
pect the agency is simply overwhelmed by the sheer volume of
rules it is required to implement under Dodd-Frank. Others
speculate that the SEC is struggling with the defnition itself
that is, specifying which types of loans would be considered
safe enough to merit the exemption.
Its widely understood that the standards for qualifed mort-
gages in terms of loan structure, loan-to-value ratios, bor-
rower credit scores and the like would, at the very least,
include loans that conform with Fannie Mae and Freddie Mac
standards. But lenders have been lobbying for a broader def-
nition that would also include some mortgages that wouldnt
qualify for government guarantees. Market players are hopeful
that such a move would be enough to induce some lenders to
resume issuing private-label mortgage bonds, and thereby end
a prolonged drought of new deals.
Correction
A Jan. 21 article, Investors Lap Up CDO Liquidation, con-
tained errors. Prudential wasnt among the bidders for the assets
of Montrose Harbor CDO 1. Also, Vertical Capital ran the liqui-
dation process but doesnt serve as manager of the deal, which
originally was issued by Vanderbilt Capital.
January 28, 2011
Asset-Backed
ALERT 6
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the suitability of any security. Standard & Poors does not act as a duciary or an investment advisor. Copyright 2011 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved.
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BMO Executives Split, But Maintain Focus
Six experienced bankers have quit the U.S. securitization group at BMO Capital
to set up a firm that will arrange, issue and invest in structured-product transac-
tions.
The departing staffers, led by Pete Walsh, left BMO on Feb. 5. Their new
Chicago-based operation, Six Degrees Capital, opened for business last week with
$100 million of startup capital from an undisclosed backer. The outfit expects to
raise an additional $400 million by yearend.
Plans call for Six Degrees to be a routine issuer of collateralized debt obligations
backed by investment-grade structured products. The firm is also setting up an
alternative-investment fund that would buy mezzanine and equity pieces of CDOs
and other structured-finance instruments.
Some of the funds CDO investments would come fromSix Degrees own deals.
And the vehicles structured-finance holdings will likely involve transactions that
See BMO on Page 8
ASF Joins Counterstrike on Lending Rules
Securitization-industry professionals are urging the Department of Defense to
drastically limit the scope of a new law designed to protect U.S. military personnel
from predatory lenders.
The John Warner National Defense Authorization Act for Fiscal Year 2007,
enacted by Congress in October, attempts to target so-called payday lenders who
often set up shop near military bases. Market players arent arguing with the need
to rein in those sometimes-shady outfits, which write high-interest, short-term
loans secured by borrowers upcoming paychecks. They are worried, however, that
the law will inadvertently curtail the lending and bond-issuing activities of main-
streamfinance shops who deal with enlisted personnel and their families.
The Department of Defense is responsible for implementing the payday-limi-
tation rules, and is drafting a proposal for how it will carry out those duties.
Payday lenders, whose credits are seldom securitized, not only charge high
See ASF on Page 9
Ellington Ready to Roll With CLO Program
Ellington Management is moving forward with the first in a series of collateral-
ized loan obligations.
Word on the street is that the Greenwich, Conn., firm best known for run-
ning hedge funds and collateralized debt obligations that invest in mortgage-relat-
ed securities has hired Morgan Stanley to underwrite the offering. The arbi-
trage-oriented transaction is expected to total $400 million to $500 million, with a
likely pricing date in April.
It would be backed mostly by broadly syndicated senior-secured leveraged
loans, assets that Ellington is now accumulating through the use of a warehouse
facility fromMorgan Stanley.
Ellington would follow up the issue with a similar offering during the second
half of the year. Managing director Eric Bothwell is overseeing the initiative, as part
See ELLINGTON on Page 2
10 ASSET-BACKED MARKET MAKERS
2 Cabelas Tracking Down Card Funding
3 State Street Nears Cruising Altitude
3 Moodys Signs Off on Discover Deals
3 More Buyers to Feel Subprime Crunch
4 Agencies at Odds Over Ratings Plan
4 Spiking Auto Losses Only Temporary
9 Mortgage Woes Replay in Alt-A Pools
6 CALENDAR
14 INITIAL PRICINGS
15 MARKET MONITOR
FEBRUARY 16, 2007
Deutsche Bank has assigned a broader
role to Richard DAlbert, who had been
heading its global securitized-product
group. DAlberts new assignment isnt
clear. Frank Byrne and Erik Falk assumed
his former duties a few weeks ago. Byrne
had been in charge of a unit Deutsche
calls global asset finance. Falk was over-
seeing a special-situations team. Both
are based in New York.
A legal battle between James Brown and
investment-banking boutique Pullman
Group is in limbo following the singers
death. Brown sued Pullman after the
firmblocked his plans to take out a $25
million loan fromRoyal Bank of
THE GRAPEVINE
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YOUR
IN THE STRUGGLE FOR SECURITIZATION PROFITS
F
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January 28, 2011
Asset-Backed
ALERT 7
Scales ... From Page 1
doled out in the coming months.
With that in mind, many market professionals are circulat-
ing their resumes already. Indeed, industry participants de-
scribe scenarios in which personnel who were hired in antici-
pation of heavier dealfow are wondering how long theyll keep
getting paid to do nothing. Brokerage-frm employees express
particular frustration, saying they never were able to do their
jobs because the shops didnt give them the capital needed to
build trading inventories.
For those who remain employed, the severity of pay cuts will
depend on rank and function. Te global head of structured-
fnance sales at a large investment bank, for example, might
collect a combined salary and bonus around $2 million this
year. Tats down roughly $1 million from 2010. On the same
institutions trading desk, a managing director who is a layer
below the group-head level might earn $1.5 million to $2 mil-
lion, down $2.5 million to $3 million. A vice president on the
same desk can expect to make $250,000 to $300,000, down
$50,000 to $70,000 from 2010. And an associate is projected to
earn $100,000 to $200,000, down $35,000 to $50,000.
It only adds to the disappointment that many people
thought last years pay increases marked the frst step in
reversing a slide that dates back to the 2007 credit crash
even if people still were making far less than they did in the
pre-crisis days. Its not going to be a good year. Te business
hasnt returned. A lot of the hiring plans that were discussed
at the beginning of last year never took of. Some places that
expanded last year will subsequently have to fre people, said
Dirk Himes, a senior executive recruiter at Polaris Group of
Chicago.
Headhunters also point to a change in market demograph-
ics, as executives with 20 or more years of experience begin
to view retirement as preferable to continuing in what might
be dead-end jobs. Meanwhile, recent college graduates with
mathematics or business degrees are looking to hotter sectors.
Tat leaves a bunch of 40-somethings lef to fght over the few
scraps that remain, one recruiter said. Te people who are lef
are probably thinking every day they wish the market hadnt
collapsed and they had another fve or 10 years of solid earn-
ings.
January 28, 2011
Asset-Backed
ALERT 8


CALENDAR

Main Events
Dates Event Location Sponsor Information
Feb. 6-9 ASF 2011 Orlando ASF www.americansecuritization.com
March 24-25 Global Covered Bonds London IMN www.imn.org
June 14-15 Global ABS 2011 Brussels AFME/ESF & IMN www.imn.org
Oct. 16-18 ABS East Miami IMN www.imn.org

Events in US
Dates Event Location Sponsor Information
Feb. 14-15 Financial Products Survey New York PLI www.pli.edu
Feb. 15 Regulatory Update on Dodd-Frank & Related Legislation New York FMW www.fmwonline.com
March 14-15 Distressed Investment Summit Huntington Beach, Calif. IMN www.imn.org
March 16 Sunset Seminar New York ASF www.americansecuritization.com
March 16 U.S. Covered Bond Investor Forum New York Euromoney www.euromoneyconferences.com
March 17 Investors Conference on Equipment Finance New York IMN www.imn.org
March 21-22 ABS 2011 New York FMW www.fmwonline.com
April 13 Sunset Seminar New York ASF www.americansecuritization.com
May 11 Sunset Seminar New York ASF www.americansecuritization.com
July 13 Sunset Seminar New York ASF www.americansecuritization.com

Events Outside US
Dates Event Location Sponsor Information
March 8-9 Bond Investors Congress London Euromoney www.euromoneyconferences.com
April 19-20 Catastrophe Risk Financing & Securitisation Asia 2011 Singapore IQPC www.iqpc.com
April 28-29 Debt Capital Market Investment Symposium Toronto Insight Information www.insightinfo.com
June 5-7 ABS 2011 Niagara, Canada Insight Information www.insightinfo.com
To view the complete conference calendar, visit The Marketplace section of ABAlert.com

Bankers ... From Page 1
has no plans to place more bonds on watch because of the re-
defnition.
One banker said he expected the total to be tens of billons
of dollars higher. In that sense, the outcome is a relief. With
no clear way to explain the discrepancy, however, he and other
market participants remain on edge. I dont think people are
100% certain why [the list is] so much smaller, the banker said.
Teres a fear that there could be another shoe to drop here.
In part, the narrower-than-expected feld refects the fact
that S&P isnt considering downgrades for bonds whose ratings
already are lower than those of their swap counterparties or
for issues with safeguards that would withstand the collapse of
those players. Te agency also isnt threatening cuts for deals
whose issuers promised to address concerns about their coun-
terparty exposures but could add those transactions to its
watch list if the changes fail to materialize.
Still, another banker said he knew of deals that by all mea-
sures should have been on S&Ps list, but werent.
S&Ps new swap requirements were sparked in part by the
2008 collapse of Lehman Brothers, whose widespread activities
as a counterparty raised questions about how similar players
might be deemed suitable to honor their contracts. For the
most part, the upshot is that senior securitized products em-
ploying interest-rate or currency swaps can only maintain their
grades if the counterparties either carry a rating of single-A or
higher, or are graded single-A-minus to triple-B-plus and post
collateral. Any counterparties with a rating of triple-B or below
must be replaced.
Te previous threshold to avoid the collateral-posting re-
quirement was a short-term A-1 rating, which in some cases
is equivalent to a long-term grade of single-A-minus. Tose
designated triple-B-minus or below had to be replaced.
Going forward, issuers whose deals are on watch for down-
grades will likely switch to higher-rated counterparties or pay
more for existing swaps so the shops supplying those contracts
can post collateral. Even for issuers whose transactions arent
under review, costs could rise as a result of S&Ps new stan-
dards.
January 28, 2011
Asset-Backed
ALERT 9
B
roadw
ay W
ins B
eacon Portfolio, Seeks Loan
Broadway Real Estate Partners has agreed to buy a giant office portfolio from
Beacon Capital Partners for about $5 billion and is shopping for more than $4 bil-
lion of debt to finance the transaction.
In its second huge purchase from
the Boston fund operator in recent months,
Broadway is buying full or partial stakes that Beacons third opportunity fund holds
in 15 properties encompassing 10 million square feet. The deal will completely
unwind the holdings of that $1 billion fund.
Broadway
is expected
to
divide the debt package among
at least three
lenders, although a final decision hasnt been made. Leading candidates for a
piece of the deal include Lehman Brothers, Morgan Stanley, RBS Greenwich
Capital and Wachovia. Those lenders have been the biggest lenders to New York-
based Broadway, which is headed by investor Scott Lawlor. Also in the running
are Citigroup and Goldman Sachs. Goldman and Morgan Stanley advised Beacon
See BROADWAY on Page 13
B
lackstones Latest Flip Going to M
aguire...
Maguire Properties has agreed
to
buy
a
$3
billion
portfolio
of Southern
California office buildings that Blackstone Group assumed through its acquisition
of Equity Office Properties and is shopping for up to $2.5 billion of mortgage financ-
ing.
Maguire will acquire two buildings in downtown Los Angeles and about 19 in
Orange County.
The Los Angeles REIT is expected to choose one or more of its regular lenders,
which include Banc of America, Credit Suisse, Eurohypo, Lehman Brothers and RBS
Greenwich Capital.
Blackstone is in the process of flipping many of the holdings of Equity Office,
which it acquired last Friday for $39 billion. It has already agreed to sell about half of
the portfolio via separate deals with Beacon Capital Partners of Boston, Shorenstein
Properties of San Francisco and the team
of Macklowe Properties and Fortress
See MAGUIRE on Page 11
...A
s Takeover Spurs $15 B
illion CM
B
S
D
eal
Blackstone Groups purchase of Equity Office Properties is on track to produce a
$15 billion securitization by early April
more than twice as large as any other
commercial MBS offering.
An eight-bank syndicate led by Goldman Sachs, Banc of America and Bear
Stearns plans to securitize the senior portion of the $26.4 billion floating-rate debt
package that it provided to Blackstone last week.
Meanwhile, several CMBS shops are battling for the financing assignments for
Blackstones pending sales of $7.6 billion of Equity Office buildings. Beacon Capital
Partners has agreed to buy 36 office properties in Seattle and Washington, D.C., for
$6.4 billion. Market players said the Boston fund manager is shopping for $5 bil-
lion of fixed- and floating-rate debt. San Francisco-based Shorenstein is in the
process of selecting a lender for slightly less than $1 billion of debt to finance its
acquisition of 17 properties in Portland, Ore., for $1.2 billion. Among the banks
See TAKEOVER on Page 13
9
CMBS DEALS IN THE WORKS: US
2
German Lenders Backing LA Project
3
Finalists Vie for Starrett City Loan
3
Fannie Offering Substitution Option
5
Morgan Stanley Funding 14 Wall Street
6
CWCapital Preps CDOs, Repackaging
8
Capmark Boosts European Servicing
8
Wachovia Gives Line to CDO Player
10 Wachovia Backs Calif. Hotel Recap
10 BofA Funds NY Office Deal for Ramius
10 Deutsche Shops CMBS Deal in UK
11 Starved CMBS Buyers Feast on Deals
11 Agencies at Odds Over Ratings Plan
11 MetLife Lends on Florida Marriott
FEBRUARY 16, 2007
Deutsche Bank has hired J.P. Morgan
Chase veteran Charles Lee for its real
estate CDO and CMBS operations. Lee, a
director in the global commercial real
estate group, reports to managing direc-
tors Emile van den Bol, who is in charge
of real estate CDOs, and Lainie Kaye,
who runs CMBS securitizations. Lee
spent 10 years at J.P. Morgan, where his
responsibilities included deal executions
and arranging loan defeasances.
Banc of America, Bear Stearns and
Merrill Lynch next month are expected
to securitize $1 billion of debt on hotels
that Blackstone Group acquired from
MeriStar Hospitality. The debt will be
included in a $2 billion pooled offering.
Countrywide Financial is also supplying
THE GRAPEVINE
See GRAPEVINE on Back Page
Broadway Wins Beacon Portfolio, Seeks Loan
Broadway Real Estate Partners has agreed to buy a giant office portfolio from
Beacon Capital Partners for about $5 billion and is shopping for more than $4 bil-
lion of debt to finance the transaction.
In its second huge purchase from the Boston fund operator in recent months,
Broadway is buying full or partial stakes that Beacons third opportunity fund holds
in 15 properties encompassing 10 million square feet. The deal will completely
unwind the holdings of that $1 billion fund.
Broadway is expected to divide the debt package among at least three
lenders, although a final decision hasnt been made. Leading candidates for a
piece of the deal include Lehman Brothers, Morgan Stanley, RBS Greenwich
Capital and Wachovia. Those lenders have been the biggest lenders to New York-
based Broadway, which is headed by investor Scott Lawlor. Also in the running
are Citigroup and Goldman Sachs. Goldman and Morgan Stanley advised Beacon
See BROADWAY on Page 13
Blackstones Latest Flip Going to Maguire...
Maguire Properties has agreed to buy a $3 billion portfolio of Southern
California office buildings that Blackstone Group assumed through its acquisition
of Equity Office Properties and is shopping for up to $2.5 billion of mortgage financ-
ing.
Maguire will acquire two buildings in downtown Los Angeles and about 19 in
Orange County.
The Los Angeles REIT is expected to choose one or more of its regular lenders,
which include Banc of America, Credit Suisse, Eurohypo, Lehman Brothers and RBS
Greenwich Capital.
Blackstone is in the process of flipping many of the holdings of Equity Office,
which it acquired last Friday for $39 billion. It has already agreed to sell about half of
the portfolio via separate deals with Beacon Capital Partners of Boston, Shorenstein
Properties of San Francisco and the team of Macklowe Properties and Fortress
See MAGUIRE on Page 11
...As Takeover Spurs $15 Billion CMBS Deal
Blackstone Groups purchase of Equity Office Properties is on track to produce a
$15 billion securitization by early April more than twice as large as any other
commercial MBS offering.
An eight-bank syndicate led by Goldman Sachs, Banc of America and Bear
Stearns plans to securitize the senior portion of the $26.4 billion floating-rate debt
package that it provided to Blackstone last week.
Meanwhile, several CMBS shops are battling for the financing assignments for
Blackstones pending sales of $7.6 billion of Equity Office buildings. Beacon Capital
Partners has agreed to buy 36 office properties in Seattle and Washington, D.C., for
$6.4 billion. Market players said the Boston fund manager is shopping for $5 bil-
lion of fixed- and floating-rate debt. San Francisco-based Shorenstein is in the
process of selecting a lender for slightly less than $1 billion of debt to finance its
acquisition of 17 properties in Portland, Ore., for $1.2 billion. Among the banks
See TAKEOVER on Page 13
9 CMBS DEALS IN THE WORKS: US
2 German Lenders Backing LA Project
3 Finalists Vie for Starrett City Loan
3 Fannie Offering Substitution Option
5 Morgan Stanley Funding 14 Wall Street
6 CWCapital Preps CDOs, Repackaging
8 Capmark Boosts European Servicing
8 Wachovia Gives Line to CDO Player
10 Wachovia Backs Calif. Hotel Recap
10 BofA Funds NY Office Deal for Ramius
10 Deutsche Shops CMBS Deal in UK
11 Starved CMBS Buyers Feast on Deals
11 Agencies at Odds Over Ratings Plan
11 MetLife Lends on Florida Marriott
FEBRUARY 16, 2007
Deutsche Bank has hired J.P. Morgan
Chase veteran Charles Lee for its real
estate CDO and CMBS operations. Lee, a
director in the global commercial real
estate group, reports to managing direc-
tors Emile van den Bol, who is in charge
of real estate CDOs, and Lainie Kaye,
who runs CMBS securitizations. Lee
spent 10 years at J.P. Morgan, where his
responsibilities included deal executions
and arranging loan defeasances.
Banc of America, Bear Stearns and
Merrill Lynch next month are expected
to securitize $1 billion of debt on hotels
that Blackstone Group acquired from
MeriStar Hospitality. The debt will be
included in a $2 billion pooled offering.
Countrywide Financial is also supplying
THE GRAPEVINE
See GRAPEVINE on Back Page
Broadway Wins Beacon Portfolio, Seeks Loan
Broadway Real Estate Partners has agreed to buy a giant office portfolio from
Beacon Capital Partners for about $5 billion and is shopping for more than $4 bil-
lion of debt to finance the transaction.
In its second huge purchase from the Boston fund operator in recent months,
Broadway is buying full or partial stakes that Beacons third opportunity fund holds
in 15 properties encompassing 10 million square feet. The deal will completely
unwind the holdings of that $1 billion fund.
Broadway is expected to divide the debt package among at least three
lenders, although a final decision hasnt been made. Leading candidates for a
piece of the deal include Lehman Brothers, Morgan Stanley, RBS Greenwich
Capital and Wachovia. Those lenders have been the biggest lenders to New York-
based Broadway, which is headed by investor Scott Lawlor. Also in the running
are Citigroup and Goldman Sachs. Goldman and Morgan Stanley advised Beacon
See BROADWAY on Page 13
Blackstones Latest Flip Going to Maguire...
Maguire Properties has agreed to buy a $3 billion portfolio of Southern
California office buildings that Blackstone Group assumed through its acquisition
of Equity Office Properties and is shopping for up to $2.5 billion of mortgage financ-
ing.
Maguire will acquire two buildings in downtown Los Angeles and about 19 in
Orange County. The Los Angeles REIT is expected to choose one or more of its regular lenders,
which include Banc of America, Credit Suisse, Eurohypo, Lehman Brothers and RBS
Greenwich Capital. Blackstone is in the process of flipping many of the holdings of Equity Office,
which it acquired last Friday for $39 billion. It has already agreed to sell about half of
the portfolio via separate deals with Beacon Capital Partners of Boston, Shorenstein
Properties of San Francisco and the team of Macklowe Properties and Fortress
See MAGUIRE on Page 11
...As Takeover Spurs $15 Billion CMBS Deal
Blackstone Groups purchase of Equity Office Properties is on track to produce a
$15 billion securitization by early April more than twice as large as any other
commercial MBS offering.
An eight-bank syndicate led by Goldman Sachs, Banc of America and Bear
Stearns plans to securitize the senior portion of the $26.4 billion floating-rate debt
package that it provided to Blackstone last week.
Meanwhile, several CMBS shops are battling for the financing assignments for
Blackstones pending sales of $7.6 billion of Equity Office buildings. Beacon Capital
Partners has agreed to buy 36 office properties in Seattle and Washington, D.C., for
$6.4 billion. Market players said the Boston fund manager is shopping for $5 bil-
lion of fixed- and floating-rate debt. San Francisco-based Shorenstein is in the
process of selecting a lender for slightly less than $1 billion of debt to finance its
acquisition of 17 properties in Portland, Ore., for $1.2 billion. Among the banks
See TAKEOVER on Page 13
9 CMBS DEALS IN THE WORKS: US
2 German Lenders Backing LA Project
3 Finalists Vie for Starrett City Loan
3 Fannie Offering Substitution Option
5 Morgan Stanley Funding 14 Wall Street
6 CWCapital Preps CDOs, Repackaging
8 Capmark Boosts European Servicing
8 Wachovia Gives Line to CDO Player
10 Wachovia Backs Calif. Hotel Recap
10 BofA Funds NY Office Deal for Ramius
10 Deutsche Shops CMBS Deal in UK
11 Starved CMBS Buyers Feast on Deals
11 Agencies at Odds Over Ratings Plan
11 MetLife Lends on Florida Marriott
FEBRUARY 16, 2007
Deutsche Bank has hired J.P. Morgan
Chase veteran Charles Lee for its real
estate CDO and CMBS operations. Lee, a
director in the global commercial real
estate group, reports to managing direc-
tors Emile van den Bol, who is in charge
of real estate CDOs, and Lainie Kaye,
who runs CMBS securitizations. Lee
spent 10 years at J.P. Morgan, where his
responsibilities included deal executions
and arranging loan defeasances.
Banc of America, Bear Stearns and
Merrill Lynch next month are expected
to securitize $1 billion of debt on hotels
that Blackstone Group acquired from
MeriStar Hospitality. The debt will be
included in a $2 billion pooled offering.
Countrywide Financial is also supplying
THE GRAPEVINE
See GRAPEVINE on Back Page
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January 28, 2011
Asset-Backed
ALERT 10
INITIAL PRICINGS
NCUA Guaranteed Notes Trust, 2010-R3
Priced: Jan. 20
Amount: $1.5 billion
Collateral: Residential mortgages
Seller: NCUA
Bookrunner: Barclays
Class M/S Amount WAL Spread Benchmark
1-A AAA 1,511.000 4.39 +45 1 mo. Libor
Ford Credit Auto Owner Trust, 2011-A
Priced: Jan. 26
Amount: $1.1 billion
Collateral: Auto loans (prime)
Seller: Ford
Bookrunners: Barclays, Citigroup, J.P. Morgan
Class M/S/F Amount Yield WAL Spread Benchmark
A-1 A-1+ 255.000 0.289 0.28 -3 Int. Libor
A-2 AAA 276.800 0.630 0.99 +19 EDSF
A-3 AAA 335.300 0.979 1.99 +17 EDSF
A-4 AAA 191.990 1.665 3.23 +28 Int. Swaps
B Aa1/AA+/AA 33.440 2.400 4.12 +60 Int. Swaps
C Aa2/A+/A 22.290 2.639 4.21 +80 Int. Swaps
D A2/BBB+/BBB 22.290 3.239 4.21 +140 Int. Swaps
Hyundai Auto Receivables Trust, 2011-A
Priced: Jan. 20
Amount: $920.8 million
Collateral: Auto loans (prime)
Seller: Hyundai
Bookrunners: RBS, Barclays, J.P. Morgan
Class M/S Amount Yield WAL Spread Benchmark
A-1 A-1+ 228.000 0.318 0.32 -2 Int. Libor
A-2 AAA 263.000 0.697 1.10 +20 EDSF
A-3 AAA 247.000 1.170 2.20 +23 Int. Swaps
A-4 AAA 116.600 1.792 3.28 +33 Int. Swaps
B AA 34.030 2.467 3.91 +70 Int. Swaps
C A3/A 32.150 3.021 4.25 +110 Int. Swaps
Penarth Master Issuer PLC, 2010-2A1
Priced: Jan. 27
Amount: 500 million
Collateral: Credit cards
Seller: Lloyds Banking
Bookrunners: Lloyds Banking, Deutsche Bank
Class M/S/F Amount WAL Spread Benchmark
A-1 AAA 500.000 3.00 +95 1 mo. Libor
GE Capital Credit Card Master Note Trust, 2011-1
Priced: Jan. 20
Amount: $686.6 million
Collateral: Credit cards
Seller: General Electric
Bookrunners: Bank of America, RBS
Class M/F Amount WAL Spread Benchmark
A AAA 600.000 2.97 +55 1 mo. Libor
B A2/A+ 86.557 2.97 +105 1 mo. Libor
First Investors Auto Owner Trust, 2011-1
Priced: Jan. 24
Amount: $150 million
Collateral: Auto loans (subprime)
Seller: First Investors
Bookrunner: Wells Fargo
Class S/D Amount Yield WAL Spread Benchmark
A-1 A-1+ 24.250 0.439 0.19 +15 Int. Libor
A-2 AAA 85.750 1.478 1.35 +90 EDSF
B AA 8.750 2.396 2.75 +120 Int. Swaps
C A 13.500 3.430 3.25 +200 Int. Swaps
D BBB 11.750 4.533 3.47 +300 Int. Swaps
E BB 6.000 7.283 3.47 +575 Int. Swaps
AmeriCredit Automobile Receivables
Trust, 2011-1
Priced: Jan. 26
Amount: $800 million
Collateral: Auto loans (subprime)
Seller: General Motors Financial
Bookrunners: Barclays, Credit Suisse, Wells Fargo
Class M/S Amount Yield WAL Spread Benchmark
A-1 A-1+ 138.000 0.322 0.20 +3 Int. Libor
A-2 AAA 255.000 0.846 0.95 +40 EDSF
A-3 AAA 174.000 1.400 2.16 +48 Int. Swaps
B Aa1/AA 61.544 2.208 2.96 +90 Int. Swaps
C Aa3/A 76.393 2.875 3.52
D BBB 75.119 4.304 4.00 +250 Swaps
E BB 19.944 6.313 4.02 +450 Int. Swaps
0
10
20
30
40
50
60
70
J A S O N D J
0
2
4
6
8
10
12
14
16
N D J F M A M J J A S O N D J
0
1
2
3
4
5
6
7
8
9
10
11
12
N D J F M A M J J A S O N D J
0
50
100
150
200
250
300
J F M A M J J A S O N D
WORLDWIDE ABS ISSUANCE US ABS BREAKDOWN
Year-to-date
US ABS ISSUANCE
Volume in past 15 months ($Bil.)
ASSET-BACKED COMMERCIAL
PAPER OUTSTANDING
Since 1/1/04 ($Bil.)
Data points for all charts on this page
can be found in The Marketplace section
of ABAlert.com
NON-US COLLATERAL LOCATION
Past 12 months ($Bil.)
US NON-AGENCY MBS ISSUANCE WORLDWIDE CDO ISSUANCE
Volume in past 15 months ($Bil.) Volume in past 15 months ($Bil.)
5-YEAR FIXED CARD SPREADS SPREADS ON TRIPLE-A ABS
Last six months (basis points)
WORLDWIDE ABS ISSUANCE ($Bil.)
2010 2011
01/06/00 J 0.0 0.0 Year-to-date volume ($Bil.)
01/13/00 1.9 4.4 2011 2010
01/20/00 6.1 6.6 US Public 5.4 3.0
01/27/00 15.6 9.0 US 144A 1.4 11.9
02/03/00 F 25.8 11.9 Non-US 5.2 10.8
02/10/00 29.1 TOTAL 11.9 25.8
02/17/00 30.9
02/24/00 34.3
03/02/00 M 39.7
03/09/00 48.6
03/16/00 53.7
03/23/00 62.6
03/30/00 A 64.4
04/06/00 67.1
04/13/00 69.6
04/20/00 75.7
04/27/00 M 80.5
05/04/00 93.6
05/11/00 96.2
05/18/00 101.2
05/25/00 105.7
06/01/00 J 110.2
06/08/00 119.1
06/15/00 120.6
06/22/00 126.4
06/29/00 128.5
07/06/00 J 136.7
07/13/00 148.1
07/20/00 155.2
07/27/00 158.4
08/03/00 161.9
08/10/00 A 163.3
08/17/00 166.1
08/24/00 176.3
08/31/00 187.6
09/07/00 191.3
09/14/00 S 193.7
09/21/00 202.4
09/28/00 219.7
10/05/00 227.6
10/12/00 239.5
10/19/00 O 241.1
10/26/00 256.5
11/02/00 257.6
11/09/00 264.5
11/16/00 268.4
11/23/00 N 277.0
11/30/00 277.6
12/07/00 280.1
12/14/00 285.2
Auto Loans
(subprime)
25%
Floorplan
Loans
30%
Other
4%
Auto Loans
(Prime)
30%
Credit
Cards
10%
0
2
4
6
8
10
12
14
16
18
N D J F M A M J J A S O N D J
200
300
400
500
600
700
800
900
1,000
1,100
1,200
1,300
1,400
Jan-
04
Jan-
05
Jan-
06
Jan-
07
Jan-
08
Jan-
09
Jan-
10
Jan-
11
Source: Federal Reserve Board
66.9
20.2
8.7
24.4
6.1
22.3
34.4
UK
Other Europe
Spain
Netherlands
Italy
Japan
Other

Spread (bps)

Avg. Week 52-wk
Life 1/21 Earlier avg.
Credit card - Fixed rate
(vs. Swap)
2.0 +20 +20 +24.2
5.0 +37 +37 +43.3
Credit card - Floating rate
(vs. 1 mo Libor)
2.0 +20 +20 +26.6
5.0 +35 +35 +40.9
Auto loan - Tranched
(vs. Swap)
2.0 +20 +20 +20.9
3.0 +28 +28 +30.6
Home equity - Fixed-rate/
wrapped (vs. Swap)
2.0 +400 +400 +575.9
5.0 +825 +825 +860.4
Swap spreads
(bid/offer midpoint)
2.0 +23 +23 +24.5
5.0 +21 +22 +24.7
10.0 +7 +7 +6.0
Source: Deutsche Bank
0
5
10
15
20
25
30
N D J F M A M J J A S O N D J
2011
2010
MARKET MONITOR
xxx
Asset-Backed
ALERT 1
Volume in past 15 months ($Bil.)
NON-US ABS ISSUANCE
January 28, 2011
Asset-Backed
ALERT 11
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January 28, 2011
Asset-Backed
ALERT 12
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has worked at WestLB and the former
Fuji Bank.
Leland Abrams, who most recently trad-
ed mortgage bonds at John Devaneys
United Capital Markets, joined Candle-
wood Investment about a month ago to
help run a hedge fund that invests in
distressed home-loan paper. Before his
stint at United Capital, Abrams traded
asset-backed securities and mortgage
bonds at Dresdner Bank. Candlewood,
a $1 billion operation that spun of
from Credit Suisse in October, is led by
Michael Lau and Don Pollard.
Litigation frm Quinn Emanuel is con-
tinuing a hiring spree that stretched
throughout 2010. Te plans refect
increasing business amid the fnan-
cial crisis, as clients with exposures to
troubled securitizations pursue claims
against players that created the deals.
Te Los Angeles frm last year hired
numerous lawyers whose work crosses
into that area, and it expects to add
more at all levels. Quinn Emanuels
structured-fnance litigation practice is
led by Jonathan Pickhardt and R. Brian
Timmons. Tanks in part to fees from
their cases, the frms partners pocketed
$3.6 million of profts each in 2010. As-
sociates got up to $85,000.
Martin Fingerhut, a Toronto-based part-
ner who heads the securitization practice
at law frm Blake Cassels, is taking over
as chairman of the American Bar Asso-
ciations structured-fnance committee.
Vicki Tucker of Hunton & Williams cur-
rently leads the group, which Fingerhut
helped establish. Hell be named to his
new post at a meeting the Bar Associa-
tion holds each August in Toronto.
Residential Funding Securities, the bro-
kerage arm of Ally Bank, has hired Tony
Mun as a director focusing on mortgage
securitizations. Mun arrived in Decem-
ber following an eight-month stint at
Auriga USA.
Markit Group has added two stafers to its
New York ofce, both of whom will de-
termine the values of structured products
for its indexes. Chris Fenske starts Jan.
31 with a focus on asset- and mortgage-
backed securities. He previously worked
as a researcher at Credit Suisse, spending
part of his time there under current Markit
structured-fnance chief Neil McPherson.
Te other recruit, Matt Fiordaliso, is cover-
ing mortgage bonds. He had been a trader
at Sunrise Securities, following a stint as
a buyer of assets for collateralized debt
obligations at Wachovia.
Rabobanks U.S. arm has hired a stafer
to perform a range of treasury duties
that include managing investments in
mortgage bonds. Te recruit, Kyle Koelbel,
arrived a few weeks ago as a member of
Dutch banks Roseville, Calif., ofce. He
previously analyzed investments at the
California Earthquake Authority, and before
that covered investments in mortgages and
related securities at Redwood Trust.
Spurs Capital, a fund manager that is
interested in conducting securitizations
of distressed home loans, added a vice
president to its New York ofce a few
weeks ago. Te recruit, Richard Aquilone,
previously worked as a portfolio man-
ager at investment shop ABC Distressed
Mortgage. He also has spent time at UBS.

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