By: Mohamed Bahaa, Ahmad Hbous and Ahmed Hisham.
Executive Summary
Securitization has been a primary means of transferring the credit risk from lenders, to investors.
In this paper, we will be discussing the securitization process, the credit enhancement techniques that were involved, as well as the role of the credit rating agencies regarding the current crisis.
What Is Securitization?
Securitization is a structured financial process that packages different receivables and underwrites them to be sold in the form of “asset-backed” securities. These securities are relatively safe, because they are backed with an asset. The securitization is helping to shape the future of traditional commercial banking as it represents a shift in capital investments from portfolio lending models, towards “originate-to-sell” models. That’s to say, instead of waiting for the whole duration to get the loans and other receivable back, financial institutions are able to convert their illiquid assets into cash and generate transaction and underwriting fees. In other words, Securitization is mean of funding, generating fees, and managing balance sheet.
Background
Originally banks used to play the role of portfolio lenders, where they keep loans and mortgages until they mature. This was the case until the 1970’s when the Government National Mortgage Association (GNMA, or Ginnie Mae) introduced Asset Securitization. GNMA developed pass-through securities that aggregate individual home mortgages into homogenous pools. These pools are a backing for GNMA “pass-through” securities. Investors receive shares of the entire principal and interest payments made on the underlying mortgage pool. Securitizing mortgages helped in trading mortgages just like any other security. It expanded investors’ options for investing in mortgages directly.
Nowadays, most of home mortgages are pooled into mortgage-backed securities with a volume of $3.5 trillion. Other loans are also securitized into pass-through arrangements like car loans, credit cards loans, and student loans.
Parties Involved
There are several parties involved in the process of securitization starting from the homebuyers who get mortgage loans all the way to investors who buys the asset-backed securities. In the middle, we have the Originator who offers the mortgages loans or any other type of loans to customers. Originators are not necessarily financial institutions sometimes they are mortgages firm. If it is not a financial institution, it hires a sponsor who takes responsibility of underwriting, bookbuilding, etc. The following party involved is the Special Purpose entity (SPE) or Special Purpose Vehicles (SPV) that is an entity developed for a specific purpose which is securitization. In most cases, the originator creates the SPE. SPE is responsible for carrying the loans, and issue bonds on these receivables that is sold to Investors.
Process
Stage One: An Originator issues mortgages to Customers.
Stage Two: The Originator wants to convert the illiquid credit assets into cash. The originator creates a Special Purpose Entity (SPE) / Special Purpose Vehicle (SPV). The credit assets are transferred from the banks account to the SPE/SPV in a “true sale”[1]. Transferring these assets from the banks account makes it bankruptcy remote i.e. creates a legal and accounting distance between the originator and the SPE / SPV.
Stage Three: The SPE / SPV deposits the assets with trustee that acts as a custodian and advisor
Stage Four: SPE / SPV issues transferable and tradable securities to investors who pays to buy these securities backed by an underlying asset.
Stage Five: Cash received by SPE / SPV is transferred back to the originator after deducting its fees.
Finally: When homebuyers make repayments to the originators, it is passed on to SPE / SPV for payment to the investors of securities.
Benefits of Securitization
Securitization benefits the originator in many ways. First, it allows originators (banks) to pass the risks of lending to other parties and consequently freeing capital resources to back new loans that exceed their capacity. Freeing capital occurs through converting illiquid assets to liquid assets available for additional loans. In other words, it’s considered a source of fund to originators. Second, it helps originators to expand their ability to lend; it gives them the opportunity to sell part of their loan portfolio to other party (SPE) and use the proceeds to lend more customers. Also it helps banks to match their assets with their liabilities and avoid the problem of maturity mismatch through securitizing the loans. Finally, going through the securitization process, banks are able to generate fee and interest income.
As well as benefiting the originators, securitization also benefits consumers and investors. For consumer, it offers liquidity to credit markets and gives borrowers the opportunity to get more loans with a great variety of payment structures at a lower cost. For investors, it presents a diverse range of investment options depending on the investor’s appetite for taking risks.
Tranching
A very important process which became embedded with the securitization process lately in the financial world is Tranching. Now after the SPV combines all the subprime mortgage loans into one pool in order to sell mortgage backed securities in general or Collateralized Debt Obligations (CDOs) which is a very common form of asset backed securities (backed by assets or other securities). Now the SPV would seek to provide securities that will be suitable from different types of people, the risk takers who mainly care about getting as higher returns as possible, or the people who are unwilling to take risks and accept proper minimal returns, or even those fund managers who are restricted from investing in high risk securities. Therefore, The SPV will simply slice its pool into different tranches through the “Tranching Process”. The pool will now be divided into different tranches or classes each having a specific rating, hence forming a hierarchy of tranches. The highly rated tranches are mainly called “Senior” since they are the first ones to get their money back. The following tranche is called the “Mezzanine” or “Junior” tranche which has a lower seniority from payment than senior class. And the third tranche would be the “Equity” which represents the first people to lose their money in case mortgage loan borrowers default, and hence they have the higher risk and therefore it is only logical to have the highest return, while the senior and mezzanine will have lower returns. In this case, the securities will be appealing to all kinds of investors those who are unwilling to take risks and accept low returns (Senior) and risk lovers who want high returns (Equity). While losses will move from the most junior till the senior classes. According to J. Mitchell Fender, the author of “Structured Finance: Complexity, Risk, and the Use of Ratings”, “Tranching allows for the ability to create one or more classes of securities whose rating is higher than the average rating of the underlying collateral asset pool or to generate rated securities from a pool of unrated assets.” Therefore, it is clear how the tranching or slicing a loan pool is necessary in creating a better rating for the securities and creating a larger market for them. However, tranching is not a risk free operation. First of all tranching is a complex process and the SPV should account for all the possible scenarios of credit defaults and estimate an accurate loss distribution for the pool in order to maintain the required seniority of the tranches. Moreover, the resulting MBs performance is very hard to evaluate. During the recent financial crisis, most people used to evaluate the MBs or CDOs according to their past performance while underestimating the risks in the underlying assets.
As we can see from the figure below, the 3 main tranches (Senior, Mezzanine, and Equity) could be divided into more classes each with different rating. The figure below also shows how risk, losses, and returns are allocated among the classes due to the tranching process. Now let’s take a numerical example. If the SPV wants to sell mortgage backed securities for a loan pool with a worth of 1 Billion dollars, and the borrowers of the loans in the pool pay 100 million per year in interest. The SPV will need to collect the following:
$300 Million of Equity bonds, therefore selling 300,000 bond assuming each worth $1000
$300 Million of Mezzanine bonds, therefore selling 300,000 bonds assuming each worth $1000
$400 Million of Senior bonds, therefore selling 400,000 bonds assuming each worth $1000
Assuming that the Senior bonds get 6% coupon and hence they will get 6% x 400 M= 24 M
Assuming that the Mezzanine bond gets 7% coupon, hence they will get 7% x 300M= 21M
And the rest which will be 55 M will go to the equity class. Now assume that out of the 1 B of loans many borrowers defaulted and the interest payments decreased by 50%, therefore now we get 50 M each year. The senior classes will still get the 24 M, and the mezzanine class will also get the 21 M, but the equity class will not get 5 M instead of the 55 M they should be getting, and this clearly shows how they are facing more risk while getting high return, and how this tranche acts as a protection or a cushion for the upper classes, and therefore this can be considered as a form of a credit enhancement for the senior bonds (discussed in the next section).
What is Credit Enhancement?
Credit enhancement is a key step in the securitization process in a structured financial system. It is mainly a technique used to reduce risk and a form to protect against any potential losses. Therefore, it is considered as a financial cushion used in order to protect securitized pools of loans backed by collaterals (mainly mortgage) against losses that can result from cases of defaults, and hence credit enhancement helps absorb losses. Many believe that credit enhancement is important and helpful since it helps protect against potential defaults, but others see it as a form of an extreme makeover done in order to make pools of bad loans more appealing to investors and it is the same as “turning rotten grapes into wine”. And according to Scott Mason, a primary credit analyst in Standard and Poor’s, “Credit enhancement is used in project financings, public-private partnership transactions, and structured finance to help mitigate risk for the investors, and has been an accepted practice in bond financing for more than two decades.” In recent years the securitization market witnessed tremendous growth reaching trillions in value and hence using credit enhancement techniques in turn increased. Today the world is facing a severe financial crisis which was aggravated by the extreme use of the securitization process and the usage of credit enhancement techniques in order to reduce the risk and make the securitized pools of the mortgage loans more appealing for investors while in turn they are actually subprime loans. And hence many analysts believe that the credit enhancement process proved to be a weapon to deceive many investors and even credit rating agencies.
The Importance of Credit Enhancement
As mentioned above credit enhancement is used mainly to mitigate risk and reduce it regarding securitized assets, and it makes these assets more appealing from investors. Moreover, using credit enhancements is very important in order to get a good credit rating from most credit rating agencies, and this is a vital step for marketing and selling the securities. Many mutual fund managers and also pension funds managers are restricted from investing in securities with high risk and low ratings, and now using securitization and credit enhancement techniques, subprime mortgage loans can be appealing from the mutual and pension fund managers since they are highly rated and give high returns.
There are many credit enhancements techniques and approaches, however, they are all classified within 2 main categories: Internal credit enhancement techniques and External credit enhancement techniques. First we will start by discussing the various major internal credit enhancement techniques:
- Subordination: the concept behind the subordination credit enhancement technique is the same as that behind tranching. By default when the Special Purpose Vehicle slice the securitized assets into different tranches or classes, it is then applying subordination credit enhancement technique. Hence in this case the low rate classes mainly the equity then the mezzanine will absorb any losses that take place due to defaults. Therefore, the senior classes would be safe and protected against such losses. This specific method was conducted excessively in the recent financial crisis, and most of the financial institutions that have undergone the securitization process, usually depended on subordination credit enhancement in order to reduce the risk regarding the senior tranches or classes, while giving higher return for the lower rated classes (mezzanine and equity) in order to compensate for the higher risk they are faced with.
- Overcollateralization: another important and commonly used form of credit enhancement. Overcollateralization is simply when the face value of the underlying loan portfolio is larger than the par value of the issued securities mainly bonds. Hence, for example, the SPV will buy the loan portfolio from the originator through a true sale process at a discount, let’s say the value of the portfolio is 100 million, and the discounted price that the SPV bought the portfolio with is 85 million, now the SPV can use the excess 15 million for credit enhancement. Therefore, the difference between the face value and the par value could be used as a protection against credit risk, and hence will act as a cushion for the investors, and it protect all the tranches from losing money.
- Excess Spread: is the third major form of credit enhancement. It is the difference between the interest paid by the borrowers of the loans in the pool, and the coupon paid to the investors of the issued bonds, such difference can provide cash inflow that could be used as a protection or a cushion for the security tranches. For example, the borrowers of the mortgage loans could be paying 7% as interest, while the coupon of the mortgage backed securities is about 5%. The difference of the 2% could be used for credit enhancement as a form of credit safety or overcollateralization.
These are the three main forms of internal credit enhancement techniques, other types are available, however overcollateralization, subordination, and excess spread are the major and most widely used forms of credit enhancement. The following figure shows how the different forms of internal credit enhancement can be used in order to protect the investors and make the issued securities less risky, more appealing, and most importantly acquire high ratings (discussed in the following section).
If the pool starts suffering from credit losses, such losses will first affect and be allocated to the excess spread money used from the credit enhancement and therefore protecting all the above classes or tranches. Then if losses incurred are more than what is available in the excess spread then the losses will be allocated to the overcollateralization. However, if the credit default losses are more than both the excess spread and the overcollateralization, then the lower rated bonds will start losing some money, and so on. However, it is important to mention that the excess spread will build up every month and will then also be able to protect the investors again.
External Forms of Credit Enhancement
There are mainly five external forms of credit enhancement. One major form of credit enhancement is surety bonds, which are insurance policies stipulating that the insurer guarantees payments of interest and principal to the ABS (Asset backed securities) investors, up to a specified amount. Another form of 3rd party guarantee is when the parent company of the issuer guarantees payment. ABS paired with surety bonds have ratings that are the same as that of the surety bond’s issuer. By law, surety companies cannot provide a bond as a form of a credit enhancement guarantee.
The second form of external credit enhancement is a letter of credit. With a letter of credit (LOC), a financial institution, in most cases of which is a bank, is paid a fee to provide a specified cash amount to reimburse the ABS-issuing trust for any cash shortfalls from the collateral, up to the required credit support amount. This is basically plays the purpose of a bank promising, for a fee, to pay the issuer when the issuer does not have enough to make the current payments. Letters of credit are now becoming less familiar forms of credit enhancement, as their appeal was “lost when the rating agencies downgraded the long-term debt of several LOC-provider banks in the early 1990s. Because securities enhanced with LOCs from these lenders faced possible downgrades as well, issuers began to utilize cash collateral accounts instead of LOCs in cases where external credit support was needed” (Wikipedia).
The third kind of external credit enhancement takes the form of Wrapped Securities. A wrapped security is also insured or guaranteed by a third party as with the surety bond and the letter of credit. A third party or, in some cases, the parent company of the Asset Backed Security issuer may provide a promise to reimburse the trust for losses up to a specified amount of money. The contract can also include agreements to advance principal and interest or to buy back any defaulted loans. The third-party guarantees are typically provided by AAA-rated financial guarantors or monoline insurance companies.
There are 2 other forms of external credit enhancements that are not subject to 3rd party risk, since the issuer already possesses the cash collateral: cash collateral accounts and collateral invested amounts. The first of which is a Cash collateral account.
In this case, the issuer borrows the required credit-enhancement amount, usually from a commercial bank, and then invests that amount in the highest-rated short-term (one-month) commercial paper. Since this is an actual deposit of cash unlike an LOC, which represents a pledge of cash, a downgrade of the CCA provider would not result in a downgrade of the transaction.
The second type is a Collateral Invested Amount (CIA). This is similar to a subordinated tranche and either purchased on a negotiated basis by a single third-party credit enhancer or securitized as 144A private placement and sold to several investors. The tranche is often customized specifically for the investors. Like the cash collateral account, the CIA fund is reimbursed from future excess spreads.
The Credit Rating Agencies
What are Credit Rating Agencies
Credit rating agencies are institutions responsible for assigning credit ratings[1] for debt issuers. Credit ratings are given according to the “independent assessment” of the creditworthiness of a client, through evaluating certain criteria such as the financial history, debt obligations outstanding, liquidity, other current assets and liabilities, etc.
Credit ratings are used to measure the “default risk” of an entity, and are used by investors, issuers, banks, brokers, and governments, either for investment purposes[2], or for assessing the credit standing[3]. In other words, it enables the individuals and institutions to relatively assess risk, according to a certain benchmark, in this case, the credit ratings.
Credit ratings could be assigned to short-term and long-term debt obligations, securities, loans, preferred stock and insurance companies.
Corporate Credit Rating Scales
Corporate credit ratings are constructed by many firms, the most prominent of them being Moody’s and Standard and Poor’. Each credit rating corporation has its own “credit scale”.
Bond Rating |
Grade |
Risk |
Moody’s |
Standard & Poor’s |
Aaa |
AAA |
Investment |
Lowest Risk |
Aa |
AA |
Investment |
Low Risk |
A |
A |
Investment |
Low Risk |
Baa |
BBB |
Investment |
Medium Risk |
Ba, B |
BB, B |
Junk |
High Risk |
Caa/Ca/C |
CCC/CC/C |
Junk |
Highest Risk |
C |
D |
Junk |
In Default |
Figure 1[4]
What Do the Credit Ratings Imply?
As mentioned above, a credit rating is a measurement of the “default risk” of a debt obligor/obligation. Entities with a AAA (Aaa) credit rating are considered “risk free” and thus, any debt issued, should theoretically be priced according to the risk free rate. In other words, the credit ratings implicitly measure the probability and the ability of an entity to repay the obligation.
Credit Rating Agencies’ Implications on the Current Financial Crisis
Credit rating agencies have always been reliable; being able to “objectively” quantify and measure the default risk of an entity. But as from the current financial crisis, their effectiveness, objectiveness and credibility have been questioned.
The credit rating agencies were able to open the doors of Wall Street to the “mortgage industry”, making it easier for mortgage lenders to issue new loans.[5] This seemed very attractive to mortgage issuers, and was beneficial to the mortgage industry, growing the industry to $2.5 trillion in 2006.[6]
Since mortgage lenders no longer have to wait until the mortgages mature to get their money back, they were now able to give out more loans (even to subprime borrowers), at virtually no added cost. Since they will be “selling” these mortgages “instantly”, they were now able to receive higher returns from “junk” mortgages, with almost “zero” incremental risk. Almost all of these subprime mortgages were pooled and sold as securities.
The securitized mortgages (Mortgage Backed Securities) had to be assessed by someone, in order to evaluate the default risk, thus, they were to be “rated” by the credit rating agencies. Eventually, the credit rating agencies were the entities responsible for setting the credit standards that determined which mortgages would be securitized and sold.
The junk MBS were to receive as high as AAA (Aaa) ratings by the credit rating agencies, who are now being scrutinized for assigning the “Junk” MBS investment grades (even though the underlying asset remains “Subprime”).
The credit rating agencies have justified these “over-ratings”, since these pools were “enhanced”, using numerous credit enhancement techniques, such as tranching and overcollateralization, which are discussed above. According to the article by Roger Lowenstein for the New York Times, the credit rating agencies argue that they are not “loan officers”, and they do not assess the credibility of the information given by the mortgages holders themselves, but they assess the bonds that are issued by the SPV to buy such mortgages, trying to forecast the possible default rate. In other words, the credit rating agencies study whether the cash inflow from the mortgages will cover the payments of the bondholders or not.
But how could an entity backed by subprime mortgages obtain a AAA credit borrowing rate? Basically, the special purpose vehicle would issue a number of bond classes with different “payback priorities”, i.e., different credit ratings (from as high as AAA to BB). The AAA rated tier would receive his payments first, then the next tier, and so on. Bonds issued with a lower credit rating, hence, would receive higher interest payments, but would face most of the losses if a default occurs[7].
This tranching technique protected the higher tier securities, which enabled the credit rating agencies to classify them as investment grade securities.
These securities are usually monitored by the credit rating agencies, in order to account for any changes in the ratings, if needed. As default rates increased and the credit rating agencies realized a higher default rate[8], they started downgrading these securities, as well as reforming their evaluation models. The credit rating agencies were pressured to downgrade Billions[9] worth of securities, to an extent that the AAA bonds were downgraded to BB, which caused a drastic decline in their market values, creating dramatic losses to security holders.
This downgrading caused many investors to lose faith in the credit rating agencies as well as other securities, since the credit ratings were considered “bogus”. Along with the credit crunch, this was one of the reasons stimulating the current economic downturn.
Thus, the credit ratings should be more regulated, and the standards of evaluating credit should be further studied and enhanced, in order to prevent such a happening to occur once more.
[1] Credit ratings assess the credit worthiness of individuals, institutions and countries.
[2] To assess the risk involved; for better asset allocation.
[3] Usually used by banks; for pricing loans, etc.
[4] Source: Investopedia
[5] Since they will not be waiting until the mortgages mature to receive their earnings.
[6] Triple A failure, New York Times , http://www.nytimes.com/2008/04/27/magazine/27Credit-t.html
[7] In this case, if a home owner defaults
[8] They found out that the mortgage holders bought houses on speculation of higher real estate prices, and since the prices of real estate declined, they lost interest and stopped paying back the mortgages.
[9] Approximately $1.9 trillion.
[1] Sometimes, sold to other firms interested in creating MBS