18

Reading 64

Fixed Income · Asset-Backed Security (ABS) Instrument and Market Features

MODULE 64.1: ASSET-BACKED SECURITY (ABS) INSTRUMENT AND MARKET FEATURES

LOS 64.a

Describe characteristics and risks of covered bonds and how they differ from other asset-backed securities.

Covered bonds are senior debt obligations of financial institutions that are similar to ABSs. However, the underlying assets (the cover pool), while segregated from other assets of the issuer, remain on the balance sheet of the issuing corporation (i.e., no SPE is created). Covered bonds are issued primarily by European, Asian, and Australian banks, and the cover pool typically consists of mortgage loans (though other types of assets can be used).

In the event of issuer default, covered bond investors have the dual recourse of claims on both the cover pool and, in contrast to a securitization involving an SPE, claims over other assets of the issuers that have not been pledged as collateral for other debt (referred to as unencumbered assets). To mitigate credit risk faced by covered bond investors, the mortgages that make up the cover pool are subject to upper limits on loan-to-value ratios, and the value of the collateral is usually higher than the face value of covered bonds issued (referred to as overcollateralization). The cover pool is monitored by a third party to ensure adherence to these conditions. These credit enhancements, along with dual recourse, result in covered bonds generally having lower yields than comparable ABSs.

Because the cover pool remains on the balance sheet of the issuer, the issuer will not benefit from any reduction in required capital reserves that would occur under a securitization.

Unlike an ABS, in which the pool of assets is fixed at issuance, a covered bond requires the issuer to replace or augment nonperforming or prepaid assets in the cover pool so that it always provides for the covered bond's promised interest and principal payments. Covered bonds typically are not structured with credit tranching.

中文翻譯

擔保債券(Covered Bonds)是金融機構發行的優先債務,與ABS類似。但其底層資產(擔保資產池 / cover pool)雖與發行人其他資產分離,仍保留在發行公司資產負債表上(即不設立SPE)。擔保債券主要由歐洲、亞洲及澳洲的銀行發行,擔保資產池通常為抵押貸款。

發行人違約時,擔保債券投資人享有雙重追索權(dual recourse):除可主張擔保資產池外,還可對發行人未質押的其他資產(即未設定負擔資產 / unencumbered assets)提出求償;這與透過SPE的證券化不同。為降低信用風險,擔保資產池的抵押貸款設有貸款價值比上限,且抵押物價值通常高於發行的擔保債券面值(即超額抵押 / overcollateralization),並由第三方監督。這些信用增強加上雙重追索,使擔保債券的殖利率通常低於可比的ABS。

由於擔保資產池仍在發行人資產負債表上,發行人無法享受證券化所帶來的法定資本準備減少之利益。

與ABS資產池在發行時即固定不同,擔保債券要求發行人必須替換或補充違約或提前還款的資產,以確保始終足以支付承諾的利息與本金。擔保債券通常不採用信用分層(credit tranching)結構。

Covered bonds may have different provisions in case their issuer defaults:

  • A hard-bullet covered bond is in default if the issuer fails to make a scheduled payment, leading to the acceleration of payments to covered bondholders.
  • A soft-bullet covered bond may postpone the originally scheduled maturity date by as much as a year, should a payment on the covered bond be missed — effectively postponing default and associated payment acceleration.
  • A conditional pass-through covered bond converts to a pass-through bond on the maturity date if any payments remain due, meaning that any payments subsequently recovered on the cover pool are passed through to investors.
中文翻譯

擔保債券對發行人違約的處理可能不同:

  • 硬式到期擔保債券(hard-bullet):發行人未能按計畫付款即構成違約,並加速向投資人支付。
  • 軟式到期擔保債券(soft-bullet):若發生付款遲延,原定到期日可順延最多一年,等同於延後違約與加速還款。
  • 條件式直接過戶擔保債券(conditional pass-through):到期日若仍有未付款項,則轉為過戶債券(pass-through),擔保資產池後續回收的款項直接過戶給投資人。
LOS 64.b

Describe typical credit enhancement structures used in securitizations.

Internal credit enhancements of ABSs are features of the structure designed to mitigate the credit risk faced by investors due to defaults in the collateral pool. They take three main forms: overcollateralization, excess spread, and subordination (or credit tranching).

  • Overcollateralization occurs when the value of the collateral exceeds the face value of the ABS. For example, if the value of the collateral is $600 million and the face value of the ABS issued is $500 million, then there is $100 million overcollateralization. The collateral could experience default of up to 100 / 600 = 16.7% of value before investors in the ABS begin to suffer credit losses.
  • Excess spread builds up reserves in the ABS structure by earning higher income on the collateral than the coupon promised to ABS investors. This income can then be used to absorb credit losses in the collateral.
  • Credit tranching (subordination) structures the ABS with multiple classes of securities (referred to as tranches), each with a different priority of claims to the cash flows of the collateral. Tranches ranked as subordinated absorb credit losses first (up to their principal values), thereby providing protection to senior tranches against credit losses. The level of protection for the senior tranche increases with the proportion of subordinated bonds in the structure.
中文翻譯

內部信用增強(internal credit enhancements)是ABS結構中用以減輕資產池違約所帶來信用風險的設計,主要有三種形式:超額抵押超額利差順位分層(信用分層)

  • 超額抵押(overcollateralization):資產池價值大於ABS的面值。例如資產池$600 million、ABS面值$500 million,超額抵押$100 million;資產池可承受 100 / 600 = 16.7% 的違約損失,ABS投資人才開始受到信用損失。
  • 超額利差(excess spread):資產池所收利息高於支付給ABS投資人的票息,差額累積為儲備金以吸收違約損失。
  • 順位分層 / 信用分層(credit tranching / subordination):ABS分為多個層級(tranches),對資產池現金流享有不同優先順序。次順位先承擔損失(以本金為限),從而保護優先順位免受違約損失;次順位佔比越大,優先順位的保護越強。

Let's look at an example to illustrate how a senior/subordinated structure redistributes the credit risk compared to a single-class structure. Consider an ABS with the following bond classes:

Figure 64.1: Example Tranche Structure
Tranche NameFace Value ($)Interest Rate
Tranche A senior notes300,000,000MRR + 0.5%
Tranche B subordinated notes80,000,000MRR + 1.5%
Tranche C subordinated notes30,000,000Variable
Total410,000,000

Tranche C is first to absorb any losses, because it is the most junior tranche, until losses exceed $30 million in principal. Being the lowest-ranking tranche, it has a residual claim to any value left over after other, more senior tranches have been paid — and for this reason, it is often referred to as the equity tranche. Any losses from default of the underlying assets greater than $30 million, and up to $110 million, will be absorbed by subordinated Tranche B. The senior Tranche A is protected from any credit losses of $110 million or less, and therefore it will have the highest credit rating and offer the lowest yield of the three bond classes. It is through this credit tranching, and the bankruptcy remote nature of the SPE, that senior tranches of ABSs can receive credit ratings higher than that of the originating company that sells the collateral to the SPE.

教授提醒

This subordination structure is not new to us — it's the same idea as the senior/junior debt and equity capital structure of a corporate issuer.

This structure is also called a waterfall structure because in liquidation, each subordinated tranche would receive only the "overflow" from the more senior tranche(s) if they are repaid their principal value in full.

As long as a tranche remains outstanding, it will receive its coupon payment. For example, say an investor purchases $10 million face value of the Tranche B notes. If the MRR is 4%, and if there are no defaults in the underlying collateral, the investor will receive an annual coupon of $10,000,000 × (0.04 + 0.015) = $550,000. If defaults in the collateral pool amount to $50 million, the first $30 million of losses will be allocated to Tranche C, while the remaining losses of $20 million will reduce the outstanding face value of the Tranche B note from $80 million to $60 million. The coupon earned by the investor in Tranche B notes, in this case, is equal to $550,000 × (60 / 80) = $412,500.

中文翻譯

下例說明優先/次順位結構如何相對於單一類別結構重新分配信用風險。某ABS的三層結構如圖64.1所示:A優先層 $300 million(MRR + 0.5%)、B次順位 $80 million(MRR + 1.5%)、C次順位 $30 million(變動利率),合計 $410 million。

C層為最後順位,最先承擔違約損失(最多$30 million),其對其他層償付完畢後的剩餘求償權,故又稱權益層(equity tranche)。違約損失在 $30 million 至 $110 million 之間由 B 層吸收。A 優先層在累計損失 $110 million 以內均不受影響,因而擁有最高信用評等與最低殖利率。透過這種信用分層加上 SPE 的破產隔離,ABS 的優先層可獲得高於資產原始出售公司本身的信用評等。

教授提醒:此次順位結構與企業優先/次順位債務及股本資本結構同理;又稱瀑布結構(waterfall structure),清算時次順位層僅取得優先層全額清償後的「溢出」金額。

只要某層仍未到期,就持續收到票息。例如投資人持有 B 層 $10 million 面值,MRR=4% 時、若資產池無違約,則年票息 = $10,000,000 × (0.04 + 0.015) = $550,000。若資產池累計違約 $50 million,前 $30 million 由 C 層承擔,剩餘 $20 million 使 B 層未償面值由 $80 million 降至 $60 million,因此 B 層投資人實領票息 = $550,000 × (60 / 80) = $412,500。

LOS 64.c

Describe types and characteristics of non-mortgage asset-backed securities, including the cash flows and risks of each type.

In addition to those backed by mortgages, there are ABSs backed by various types of financial assets including business loans, accounts receivable, or automobile loans. In fact, any asset that generates a future stream of cash flows could be used as collateral for securitization, including music royalties or franchise license payments.

Each of these types of ABS has different risk characteristics, and their structures vary to some extent as well. Here, we explain the characteristics of two types: ABSs backed by credit card receivables and ABSs backed by loans for homeowners to install solar panels on their property (referred to as a residential solar ABS).

A key distinction between the debt-based assets acting as collateral for these ABSs is whether it is amortizing or nonamortizing. Recall that an amortizing loan has a principal balance that is scheduled to be paid down over the life of the loan. A nonamortizing loan has no such schedule for repayment of principal.

中文翻譯

除抵押貸款外,ABS底層資產還可包括商業貸款、應收帳款、汽車貸款等。事實上,任何能產生未來現金流的資產都可作為證券化的擔保品,包括音樂版稅或特許權利金。

不同類型ABS的風險特性與結構各異。本節介紹兩種:以信用卡應收款為擔保的ABS,及以家庭安裝太陽能設備之貸款為擔保的住宅太陽能ABS(residential solar ABS)

關鍵區別在於底層債務是分期攤還(amortizing)或非分期攤還(nonamortizing):分期攤還貸款本金按計畫於貸款期內償還;非分期攤還貸款則無本金償還時程表。

Credit Card ABS

Credit card receivable-backed securities are ABSs backed by pools of credit card debt owed to banks, retailers, travel and entertainment companies, and other credit card issuers.

The cash flow to a pool of credit card receivables includes finance charges (i.e., interest), membership and late payment fees, and principal repayments. Credit card receivables are nonamortizing loans; however, borrowers can choose to repay principal at their discretion. Interest rates on credit card receivables can be fixed or floating, typically subject to a cap (i.e., a maximum rate that the credit card lender can charge).

A credit card securitization structure will typically include a lockout period or revolving period during which ABS investors only receive interest and fees paid on the collateral. If the underlying credit card holders make principal payments during the lockout period, these payments are used to purchase additional credit card receivables, keeping the overall value of the pool relatively constant.

教授提醒

In our reading on mortgage-backed securities, we will discuss prepayment risk at length. Prepayment risk occurs when borrowers repay loans at a different speed to that originally anticipated by investors. During the revolving period of a credit card ABS, investors are not subject to prepayment risk because any principal payments in the underlying collateral are used to make additional loans.

Once the lockout period ends, the amortization period of the ABS begins, and principal payments made on the underlying collateral are passed through to security holders. Credit card ABSs typically have an early (rapid) amortization provision that provides for earlier amortization of principal when it is necessary to preserve the credit quality of the securities, akin to an acceleration of payment for a debt issuer when credit conditions worsen.

中文翻譯

信用卡ABS:以銀行、零售商、旅遊娛樂公司及其他發卡機構之信用卡應收款為擔保的ABS。

資產池現金流包含融資費用(利息)、年費與滯納金、本金償還。信用卡應收款屬非分期攤還貸款,但持卡人可自行決定何時償還本金。利率可為固定或浮動,通常設有上限(cap)。

信用卡證券化結構通常包含鎖定期(lockout)循環期(revolving period),期間ABS投資人僅領取資產池所收的利息與手續費;持卡人在鎖定期內償還的本金被用來購買新的信用卡應收款,維持資產池規模相對穩定。

教授提醒:抵押貸款證券章節將詳細討論提前還款風險(prepayment risk),即借款人提前或延後還款的速度與投資人預期不同。在信用卡ABS的循環期,投資人承擔提前還款風險,因任何本金償還都被用來新增貸款。

鎖定期結束後進入攤還期(amortization period),底層所收本金將直接過戶給投資人。信用卡ABS通常有提前(快速)攤還條款,當有必要維護證券信用品質時可提早開始攤還本金,類似債務發行人於信用惡化時加速還款。

Solar ABSs

Solar ABSs are backed by loans to homeowners wishing to finance the installation of solar energy systems to reduce their energy bills. These loans are offered by specialist finance companies or the financing subsidiaries of solar energy companies.

Solar ABSs are attractive to investors focused on environmental, social, and governance (ESG) factors because, through investing in the solar ABS, they are providing funds for homeowners to switch to a renewable energy source. Solar loans themselves can be secured on the solar energy system itself or on the homeowner's property as a junior mortgage, providing extra security to ABS investors.

Internal credit enhancement methods such as overcollateralization, excess spread, or subordination are common in these structures. Solar loans are usually made to homeowners with good credit scores, who are saving on energy bills through installing the solar energy system; hence, credit risk is likely to be low. However, solar ABSs are a relatively new asset class and are yet to be tested through a full credit cycle.

Many solar ABSs have a pre-funding period, which allows the trust to make investments in solar-related loans for a fixed time period after raising funds through issuing the ABS. A pre-funding period allows the ABS structure to invest in a larger, more diversified pool of solar-related investments.

中文翻譯

太陽能ABS:以家庭安裝太陽能發電系統(以降低電費)的貸款為擔保,貸款由專業融資公司或太陽能公司的融資子公司提供。

太陽能ABS對重視ESG(環境、社會、治理)的投資人具吸引力,因為投資該ABS等於為家庭轉用再生能源提供資金。太陽能貸款本身可以以太陽能設備為擔保,或設定為房屋次順位抵押權,提供ABS投資人額外保障。

常見內部信用增強方式包含超額抵押、超額利差、順位分層。借款人通常為信用良好且能透過裝設設備節省電費的屋主,因此信用風險偏低。但太陽能ABS屬相對較新的資產類別,尚未經歷完整信用循環的考驗。

許多太陽能ABS設有預融資期(pre-funding period),允許信託在發行ABS募資後一定期間內持續投資相關貸款,藉此建立更大、更分散的太陽能貸款池。

LOS 64.d

Describe collateralized debt obligations, including their cash flows and risks.

A collateralized debt obligation (CDO) is a structured security issued by an SPE for which the collateral is a pool of debt obligations. When the collateral securities are corporate and emerging market debt, they are called collateralized bond obligations (CBOs). Collateralized loan obligations (CLOs) are supported by a portfolio of leveraged bank loans. Unlike the ABSs we have discussed, CDOs do not rely solely on payments from a static collateral pool to meet obligations from issuing securities. What sets CDOs apart from regular ABSs is that CDOs have a collateral manager who dynamically buys and sells securities in the collateral pool to generate the cash to make the promised payments to investors.

教授提醒
Leveraged loans are senior secured bank loans made to companies that have high levels of debt already, or have a poor credit history.

CDOs issue subordinated tranches in a similar fashion to ABSs. In creating a CDO, the structure must be able to offer an attractive return on the lowest-ranked equity tranche, after accounting for the required yields on the more senior CDO debt tranches.

Before the 2007–2009 global financial crisis, CDOs were based on a wide variety of underlying collateral. Since the crisis, CDO structures have become less complex, and more stringent requirements have been placed on the quality of the collateral. Collateral today comprises mostly leveraged loans; hence, the most common form of CDO is the CLO.

中文翻譯

擔保債務憑證(CDO)由SPE發行,擔保品為一組債務工具。當擔保證券為公司債及新興市場債券時,稱為擔保債券憑證(CBO);擔保品為槓桿銀行貸款組合者稱為擔保貸款憑證(CLO)。與一般ABS不同,CDO不單靠靜態資產池的現金流支付投資人,而由擔保管理人(collateral manager)動態買賣資產池內的證券,以產生足夠現金流支付投資人。

教授提醒:槓桿貸款(leveraged loans)是對已有高槓桿或信用紀錄較差之公司發放的優先擔保銀行貸款。

CDO的次順位分層與ABS類似。設計CDO時,須在優先層所需殖利率支付完畢後,仍能對最後順位的權益層提供具吸引力的報酬。

2007–2009年全球金融危機前,CDO的擔保品種類繁多。危機後,結構簡化、對擔保品品質要求更嚴格,目前以槓桿貸款為主,最常見的CDO即為CLO。

Three major types of CLOs are as follows:

  1. Cash flow CLOs: Payments to CLO investors are generated through cash flows on the underlying collateral.
  2. Market value CLOs: Payments to CLO investors are generated through trading the market value of the underlying collateral.
  3. Synthetic CLOs: The collateral pool exposure is generated through credit derivative contracts. In this type of CLO, the CLO trust does not take ownership of the collateral.

The collateral of a CDO is subject to a series of prespecified tests to protect CLO investors from default:

  • Coverage of payment obligations to the CLO investors by cash flows from the collateral
  • Overcollateralization levels for each tranche — breaches of overcollateralization limits cause cash flows to be redirected to purchase additional collateral or to pay off the senior-most tranches of the CDO
  • Diversification in the collateral pool
  • Limitations on the amount of CCC rated debt in the collateral pool
中文翻譯

CLO三大主要類型:

  1. 現金流型CLO(Cash flow CLO):以底層擔保品的現金流支付投資人。
  2. 市價型CLO(Market value CLO):透過交易底層擔保品的市場價值來產生支付投資人之現金流。
  3. 合成型CLO(Synthetic CLO):透過信用衍生性合約取得擔保池曝險,CLO信託本身不持有擔保品所有權。

CDO的擔保品須通過一系列預定測試,以保護CLO投資人免於違約:

  • 擔保品現金流對投資人支付義務的覆蓋程度
  • 各層之超額抵押水準 — 違反上限時,現金流將轉用於購買額外擔保品或優先償還最高順位層
  • 擔保池之分散程度
  • 擔保池中CCC等級債務的金額限制
📝 Module Quiz 64.1
1. During the lockout period of a credit card ABS:
  • A. no new receivables are added to the pool.
  • B. investors do not receive interest payments.
  • C. investors do not receive principal payments.
C — During the lockout period on a credit card receivables backed ABS, no principal payments are made to investors. (LOS 64.c)
2. A debt security that is collateralized by a pool of the sovereign debt of several developing countries is best described as a:
  • A. CLO.
  • B. CBO.
  • C. CMO.
B — A collateralized bond obligation (CBO) is backed by an underlying pool of fixed-income securities, which may include emerging markets debt. Collateralized loan obligations (CLOs) are backed by leveraged loans. Collateralized mortgage obligations (CMOs) are backed by pools of mortgages or mortgage-backed securities. (LOS 64.d)
3. A covered bond is most likely to feature:
  • A. a fixed cover pool.
  • B. recourse to the issuer.
  • C. a special purpose entity.
B — Covered bonds differ from ABSs in that bondholders have recourse to the issuer as well as the cover pool. Covered bonds are not issued through special purpose entities. A covered bond issuer must maintain a dynamic cover pool, replacing any nonperforming or prepaid assets. (LOS 64.a)
Key Concepts — Reading 64
LOS 64.a

Covered bonds are similar to asset-backed securities, but instead of creating an SPE, the collateral (cover pool) remains on the balance sheet of the issuer. Covered bonds give bondholders recourse to the issuer as well as the asset pool, which increases the bonds' credit quality.

LOS 64.b

Internal credit enhancements of ABS include the following:

  • Overcollateralization. The value of the collateral is greater than the face value of the ABS securities.
  • Excess spread. Income from the collateral in excess of the payment obligations to ABS investors acts as a reserve to absorb default losses in the collateral pool.
  • Credit tranching. Credit losses are first absorbed by the tranche with the lowest priority, and after that, by any other subordinated tranches, in order.
LOS 64.c

Credit card ABSs are backed by credit card receivables, which are nonamortizing receivables. Credit card ABSs typically have a lockout/revolving period during which only interest and fees are passed through from the collateral pool to investors, while any principal payments on the receivables are used to purchase additional receivables. Following this period, the ABSs have an amortization period where principal payments are passed through to ABS investors.

Solar ABSs are backed by loans to homeowners to finance installation of domestic solar energy equipment. Solar loans can be secured on the solar energy equipment or the homeowner's residence. Solar ABSs may be attractive to ESG investors.

LOS 64.d

Collateralized debt obligations (CDOs) are structured securities backed by a pool of debt obligations that are managed by a collateral manager. CDOs include collateralized bond obligations (CBOs) backed by corporate and emerging market debt, and collateralized loan obligations (CLOs) backed by leveraged bank loans. Three major types of CLO are as follows:

  • Cash flow CLOs. Payments to CLO investors are generated through cash flows on the underlying collateral.
  • Market value CLOs. Payments to CLO investors are generated through trading the market value of the underlying collateral.
  • Synthetic CLOs. Collateral pool exposure is generated through credit derivative contracts.
中文翻譯 — 重點整理

【LOS 64.a】擔保債券(Covered Bonds)類似ABS,但不設立SPE,擔保資產(cover pool)仍留於發行人資產負債表上。投資人對擔保資產池及發行人均有追索權(雙重追索),使其信用品質高於可比ABS。

【LOS 64.b】ABS的內部信用增強方式:①超額抵押(擔保品價值大於ABS面值);②超額利差(擔保品收入大於對投資人支付義務,用以吸收違約損失);③信用分層(最低順位層先承擔損失,依序由次順位層承擔)。

【LOS 64.c】信用卡ABS以非分期攤還的信用卡應收款為擔保,通常有鎖定/循環期(投資人僅收利息與手續費,本金償還用於再投資購買新應收款),其後進入攤還期,本金過戶給投資人。太陽能ABS以家庭裝設太陽能設備之貸款為擔保,可以設備或屋主房屋為擔保品,對ESG投資人具吸引力。

【LOS 64.d】CDO是由擔保管理人主動管理之債務工具池所支持的結構性證券。CBO以公司債與新興市場債為擔保;CLO以槓桿銀行貸款為擔保。CLO三類:①現金流型(以擔保品現金流支付);②市價型(透過交易擔保品市場價值產生現金流);③合成型(透過信用衍生合約取得擔保池曝險)。

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