Collateral Debt Obligations. Thought of the Day 111.0

A CDO is a general term that describes securities backed by a pool of fixed-income assets. These assets can be bank loans (CLOs), bonds (CBOs), residential mortgages (residential- mortgage–backed securities, or RMBSs), and many others. A CDO is a subset of asset- backed securities (ABS), which is a general term for a security backed by assets such as mortgages, credit card receivables, auto loans, or other debt.

To create a CDO, a bank or other entity transfers the underlying assets (“the collateral”) to a special-purpose vehicle (SPV) that is a separate legal entity from the issuer. The SPV then issues securities backed with cash flows generated by assets in the collateral pool. This general process is called securitization. The securities are separated into tranches, which differ primarily in the priority of their rights to the cash flows coming from the asset pool. The senior tranche has first priority, the mezzanine second, and the equity third. Allocation of cash flows to specific securities is called a “waterfall”. A waterfall is specified in the CDO’s indenture and governs both principal and interest payments.

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1: If coverage tests are not met, and to the extent not corrected with principal proceeds, the remaining interest proceeds will be used to redeem the most senior notes to bring the structure back into compliance with the coverage tests. Interest on the mezzanine securities may be deferred and compounded if cash flow is not available to pay current interest due.

One may observe that the creation of a CDO is a complex and costly process. Professionals such as bankers, lawyers, rating agencies, accountants, trustees, fund managers, and insurers all charge considerable fees to create and manage a CDO. In other words, the cash coming from the collateral is greater than the sum of the cash paid to all security holders. Professional fees to create and manage the CDO make up the difference.

CDOs are designed to offer asset exposure precisely tailored to the risk that investors desire, and they provide liquidity because they trade daily on the secondary market. This liquidity enables, for example, a finance minister from the Chinese government to gain exposure to the U.S. mortgage market and to buy or sell that exposure at will. However, because CDOs are more complex securities than corporate bonds, they are designed to pay slightly higher interest rates than correspondingly rated corporate bonds.

CDOs enable a bank that specializes in making loans to homeowners to make more loans than its capital would otherwise allow, because the bank can sell its loans to a third party. The bank can therefore originate more loans and take in more origination fees. As a result, consumers have more access to capital, banks can make more loans, and investors a world away can not only access the consumer loan market but also invest with precisely the level of risk they desire.

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1: To the extent not paid by interest proceeds.

2: To the extent senior note coverage tests are met and to the extent not already paid by interest proceeds. If coverage tests are not met, the remaining principal proceeds will be used to redeem the most senior notes to bring the structure back into compliance with the coverage tests. Interest on the mezzanine securities may be deferred and compounded if cash flow is not available to pay current interest due.

The Structured Credit Handbook provides an explanation of investors’ nearly insatiable appetite for CDOs:

Demand for [fixed income] assets is heavily bifurcated, with the demand concentrated at the two ends of the safety spectrum . . . Prior to the securitization boom, the universe of fixed-income instruments issued tended to cluster around the BBB rating, offering neither complete safety nor sizzling returns. For example, the number of AA and AAA-rated companies is quite small, as is debt issuance of companies rated B or lower. Structured credit technology has evolved essentially in order to match investors’ demands with the available profile of fixed-income assets. By issuing CDOs from portfolios of bonds or loans rated A, BBB, or BB, financial intermediaries can create a larger pool of AAA-rated securities and a small unrated or low-rated bucket where almost all the risk is concentrated.

CDOs have been around for more than twenty years, but their popularity skyrocketed during the late 1990s. CDO issuance nearly doubled in 2005 and then again in 2006, when it topped $500 billion for the first time. “Structured finance” groups at large investment banks (the division responsible for issuing and managing CDOs) became one of the fastest-growing areas on Wall Street. These divisions, along with the investment banking trading desks that made markets in CDOs, contributed to highly successful results for the banking sector during the 2003–2007 boom. Many CDOs became quite liquid because of their size, investor breadth, and rating agency coverage.

Rating agencies helped bring liquidity to the CDO market. They analyzed each tranche of a CDO and assigned ratings accordingly. Equity tranches were often unrated. The rating agencies had limited manpower and needed to gauge the risk on literally thousands of new CDO securities. The agencies also specialized in using historical models to predict risk. Although CDOs had been around for a long time, they did not exist in a significant number until recently. Historical models therefore couldn’t possibly capture the full picture. Still, the underlying collateral could be assessed with a strong degree of confidence. After all, banks have been making home loans for hundreds of years. The rating agencies simply had to allocate risk to the appropriate tranche and understand how the loans in the collateral base were correlated with each other – an easy task in theory perhaps, but not in practice.

The most difficult part of valuing a CDO tranche is determining correlation. If loans are uncorrelated, defaults will occur evenly over time and asset diversification can solve most problems. With low correlation, an AAA-rated senior tranche should be safe and the interest rate attached to this tranche should be close to the rate for AAA-rated corporate bonds. High correlation, however, creates nondiversifiable risk, in which case the senior tranche has a reasonable likelihood of becoming impaired. Correlation does not affect the price of the CDO in total because the expected value of each individual loan remains the same. Correlation does, however, affect the relative price of each tranche: Any increase in the yield of a senior tranche (to compensate for additional correlation) will be offset by a decrease in the yield of the junior tranches.

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