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Presentation on theme: "Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Copyright © 2011 Standard."— Presentation transcript:

1 Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Copyright © 2011 Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. Structured Finance Ratings LUISS Guido Carli Facoltà Economia e Commercio Roberto Paciotti Senior Director S&P Structured Finance EMEA 23 November 2012

2 2. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Agenda Fundamental Ratings Vocabulary Structured Finance Ratings Case Study: RMBS Ratings Performance update – five years on...

3 3. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. General This presentation is a summary of certain of Standard & Poor’s criteria, rating definitions, methodologies and other information. The information herein has been taken from Standard & Poor’s publications either listed in the “References” page at the end of these slides or as noted on individual slides. While the information herein is it is believed to be correct, readers are requested to verify any statement with such publications.

4 4. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Fundamental Ratings Vocabulary

5 5. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. What are Credit Ratings? Credit Ratings, among other things... –Are opinions about relative risk –Are an opinion about the ability and willingness of an issuer to meet its financial obligations in full and on time –Are, also, an opinion about the credit quality of an individual debt issue and the relative likelihood that the issue may default –Are not investment advice, or buy, hold or sell recommendations. They are just one factor investors may consider in making investment decisions Our views on creditworthiness, among other things, encompass –Likelihood of default –Payment priority –Recovery –Credit stability Source: Standard & Poor’s Guide to Credit Rating Essentials

6 6. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. General Summary of Some of the Opinions Reflected by S&P’s Long Term ICR Investment Grade –AAA:Extremely strong capacity to meet financial commitments. Highest rating. –AA:Very strong capacity to meet financial commitments –A:Strong capacity to meet financial commitments, but somewhat susceptible to adverse economic conditions and changes in circumstances –BBB:Adequate capacity to meet financial commitments, but more subject to adverse economic conditions Speculative Grade –BB:Less vulnerable in the near-term but faces major ongoing uncertainties to adverse business, financial or economic conditions –B:More vulnerable to adverse business, financial or economic conditions, but currently has the capacity to meet financial commitments –CCC:Currently vulnerable and dependent on favorable business, financial and economic conditions to meet financial commitments. Source: Standard & Poor’s Guide to Credit Rating Essentials

7 7. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Stress scenario examples for ratings comparison: 1929 Crisis Duration43 months Real GDP Decline26.5% Unemployment Peak 24.9% US Industrial Production decline 47% Home Building decline 80% Stock Market Decline 85% Deflation Peak25% Stress LevelAAA Notes The worst depression in the US history, involving very high unemployment, and sharp decline in GDP and industrial Production

8 8. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Historical Inverse Correlation Between Rating Level And Defaults Source: Default, Transition, and Recovery: 2011 Annual Global Corporate Default Study And Rating Transitions Table Mar-2012Default, Transition, and Recovery: 2011 Annual Global Corporate Default Study And Rating Transitions

9 9. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Structured Finance Ratings

10 10. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. What is Securitization? Securitization is a type of financing in which the lender (originator) or some other entity sells a discrete pool of assets (e.g. auto loans, residential mortgages etc.) to a “special purpose vehicle” (SPV), which funds the acquisition through issuance of bonds, notes or other obligations (e.g. ABS, RMBS, Structured Credit, etc.) The creditworthiness of a securitization instrument generally relies on the capacity of the SPV to timely repay scheduled interest and principal to the investors –The source of payment is generally the cash flow from the assets (stressed at various rating levels) –Credit quality within the various “tranches” of debt issued by the SPV may rely upon different forms of credit enhancement Different tranches of debt are created with different rating levels, among other things to appeal to different investors with different risk tolerances

11 11. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Typical Transaction Structure Originator SPV Investors Purchase Consideration Sale of Assets Subscription Proceeds Debt Securities

12 12. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Tranching and Credit Enhancement Special Purpose Vehicle Assets Various assets providing a weighted average coupon (Net of Fees) of 5.00% % Senior AAA rated class at 3.00% Subordination Liabilities 5.00% Mezzanine A rated class at 3.20% 2.50% Junior BBB rated Class at 4.50% 5.00% Net Collateral WAC – 3.10% Bond WAC=2.90% Initial Excess Spread 2.50% NR 5.00% ClassCE Senior10% Mezzanine5% Junior2.5% Not Rated0%

13 13. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Why Securitize? Some reasons proposed by market participants Lower cost of funds Manage regulatory and economic capital requirements Diversify funding sources and liquidity options Accelerate cash flow More stable source of income Manage asset-liability profile Limit originator’s credit risk

14 14. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Typical Transaction Structure Transaction Parties SPV Assets and Liabilities Credit and Cash Flow Supports Servicer RoN Swap Provider Underwriter(s) Arranger Bank Account Paying Agent Originator SPV Investors Purchase Consideration Sale of Assets Subscription Proceeds Debt Securities Credit Enhancement Liquidity Enhancement Derivative Products Other Facilities

15 15. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. The Rating Process for a “Generic” Structured Financing Overview Typically one day visit at the originator offices to review the procedures that could affect the securitization Credit and Cash Flow Analysis Analysis of the credit quality of the portfolio of assets to be securitized and its forecast cash flows Documentation Analysis of transaction documentation Legal Analysis Analysis of the transaction’s legal structure and issues Committee Presentation of transaction analysis to the rating committee Issuance of the Rating

16 16. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Legal Criteria: Bankruptcy Remoteness of SPV The organizational documents of the SPV generally provide for: Restrictions on Objects and Powers The limited purposes of the SPV must be carried out No Reorganization or Changes of Ownership of the SPV The SPV must agree not to engage in any liquidation, merger, or asset sale Debt Limitations on the SPV SPV is restricted from incurring additional indebtedness

17 17. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Legal Criteria: Bankruptcy Remoteness of SPV (cont) The organizational documents of the SPV generally provide for: Separateness Covenants Covenants designed to provide comfort that the SPV’s assets would not be deemed to be part of the controlling party’s insolvency estate if the controlling party becomes insolvent Independent Director for the SPV At least one of the directors of the SPV must be “independent” (as such term is used in our criteria) from the participants Security Interest over Assets of the SPV The SPV should grant a security interest over its assets to the Noteholders

18 18. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Legal Analysis: True Sale The transfer of the asset constitutes a “true sale” if the sale can be defended against third party claims that the transfer amounted only to a “pledge” or “loan” of the assets A true sale is designed to transfer legal title to the assets from the transferor to the SPV so that in an insolvency of the transferor, creditors of the transferor cannot argue that the assets belong to the transferor (and thus be available to satisfy creditor claims). In other words, a true sale is designed to protect the SPV’s ability to make timely payment of principal and interest on the rated securities Under the Securitization Law, the sale of the receivables to the SPV constitutes True Sale upon (i) publication in the Official Gazette and (ii) registration in the Companies Registrar S&P expects a true sale of the assets to be achieved no later than the closing date and requests legal confirmation of the true sale

19 19. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Legal Analysis: Commingling Risk The issue of commingling occurs when cash belonging to the SPV is mixed (or “mingled”) with cash belonging to a third party or goes into an account in the name of a third party. In law, if property (such as cash) is mixed or commingled in such a way that it cannot be precisely identified, in the insolvency of a party to the mixing or mingling that party, this cash is unavailable for debt service payments until the court makes a determination about the rights of the respective “mixing” parties Under its criteria, S&P believes that commingling risk is mitigated if the third party is rated at or above a certain level (“eligible”) If the third party is not “eligible”, S&P will assume that thirty days worth of transaction cashflows will be lost to noteholders

20 20. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Case Study: RMBS Ratings

21 21. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Credit Analysis Overview In a typical RMBS transaction, proceeds from mortgage servicing is used to repay principal and interest on rated notes Credit risk analysis of the mortgage pool is therefore an integral part of the rating process The analysis consists primarily of loan level review and a WAFF and WALS review The credit risk analysis estimates the expected losses that could, in our estimation, occur in the mortgage pool under different stress scenarios This estimate results in an indicative level of target credit support that is, in our view, commensurate with a particular rating level

22 22. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Analysis outline Loan Level Analysis – for each loan and for each rating scenario estimate  The foreclosure frequency (FF)  The loss severity (LS) –assumes more foreclosures and greater losses at higher rating levels: in other words, the higher the rating, the more “stressful” the scenario WAFF (weighted average foreclosure frequency) x WALS (weighted average loss severity) is how S&P assesses the expected loss of the loan portfolio –WAFF and WALS returns a preliminary indicator of the credit support required for the securitization to continue to pay timely principal and interest under a given rating scenario

23 23. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency (FF): Benchmark Pool S&P assumes a base FF at each rating level reflecting the probability of foreclosure for each loan in the benchmark pool under each rating scenario Base Foreclosure Frequency for a Benchmark Pool RatingBase Foreclosure Frequency (%) AAA15 AA10 A8 BBB6 BB4

24 24. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Benchmark Pool Performing Status Residential Purpose First home function Secured by a first-charge mortgage Maximum LTV ratio of 80% Non self-employed borrower Geographically distributed throughout Italy Loan amount below €400,000 Originated at branch level Nonmodular: fixed/floating for life Seasoned less than 80 months

25 25. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Deviation from the Benchmark Pool If a loan displays characteristics that deviate from the benchmark pool, S&P assumes such loan will have an increased or a decreased FF in comparison with the base assumptions Characteristics affecting Base FF and Related Adjustments CharacteristicAffect on Base Foreclosure Frequency Commercial PropertiesBase Multiplied by 1.5 to 2.0 Second HomeBase Multiplied by up to 1.3 Buy to LetBase Multiplied by up to 1.8 Non First Charge MortgageBase Multiplied by up to 1.5 Repayment MethodBase Multiplied by 1.2 LTV ratio < 50%Base Multiplied by 0.8 LTV ratio > 80%Base Multiplied by up to 5.0 Self Employed BorrowerUp to 25% addition to base “Jumbo” LoansUp to 20% addition to base Modular LoansUp to 20% addition to base Seasoning >18 monthsFinal FF reduced by 10% to 25% Geographic concentrationTypically 10% Originator penaltyTypically between 5% and 10%

26 26. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Occupancy Status –Does the borrower live in the property or is it an investment? –Which is more risky?  Owner Occupied  Buy to Let

27 27. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Occupancy Status –Does the borrower live in the property or is it an investment? –Which is more risky?  Owner Occupied  Buy to Let –Multiple to base of 1.8

28 28. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Priority Ranking –Is there another secured mortgage on the subject property ranking higher than the mortgage being analyzed? –Is the first charge or the second charge mortgage more risky?  No, this has the first charge on this property  Yes, this has the second charge on this property

29 29. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Priority Ranking –Is there another secured mortgage on the subject property ranking higher than the mortgage being analyzed? –Is the first charge or the second charge mortgage more risky?  No, this has the first charge on this property  Yes, this has the second charge on this property –Multiple to base of 1.5

30 30. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Repayment Method –Is the borrower paying interest only or principal and interest on the loan? –Which more risky?  Repayment (Principal and Interest)  Interest Only – 8 years

31 31. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Repayment Method –Is the borrower paying interest only or principal and interest on the mortgage? –Which more risky?  Repayment (Principal and Interest)  Interest Only – 8 years –Multiple to base of 1.2

32 32. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Loan To Value –This captures the amount of direct borrower investment in a property –Which mortgage is more risky?  100%LTV  40%LTV

33 33. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Loan To Value –This captures the amount of direct borrower investment in a property –Which mortgage is more risky?  100%LTV  40%LTV –Multiple to base of between 1.0 and 5.0

34 34. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Jumbo Loan Size –Is this a Large Loan? –Which is more risky?  €  €

35 35. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Jumbo Loan Size –Is this a Large Loan? –Which is more risky?  €  € –Multiple to base of 1.2

36 36. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Seasoning –How old is the loan? –Which more risky?  12 months  12 years

37 37. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Seasoning –How old is the loan? –Which more risky?  12 months  12 years –Foreclosure Frequency reduced by 10%-25%

38 38. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Geographic Concentration –Are the mortgages in the pool distributed throughout the country or concentrated in one area? –Which is more risky?  100% in throughout Veneto  100% throughout Italy

39 39. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Geographic Concentration –Are the mortgages in the pool distributed throughout the country or concentrated in one area? –Which is more risky?  100% in throughout Veneto  100% throughout Italy –All loans in a concentrated region receive an addition to the adjusted base of 10%.

40 40. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Originator Penalty –Is there anything about the Originator that concerns you? –Which is more risky?  Newly-established Originator  Poor portfolio performance compared to peers  Large number of manual overrides in underwriting process

41 41. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Loan Level Adjustment Rationale Originator Penalty –Is there anything about the Originator that concerns you? –Which is more risky?  Newly-established Originator  Poor portfolio performance compared to peers  Large number of manual overrides in underwriting process –Multiple to base for all loans, size is decided by committee.

42 42. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Foreclosure Frequency: Example of FF Calculation Current Loan Balance € Prior Ranked Balance0 € Valuation € Seasoning20 months Monthly Payment100 Mortgage Term9 years Self Employed BorrowerYes Rating LevelAAABBB Base FF15.0%6% LTV = 83%1.3 Adjusted Base= 15% x 1.3= 6% x 1.3 Adjusted Base19.5%7.8% Self Employed (+25%)+4.8%+1.95% Seasoning (-10%)(1.9%)(0.78%) Foreclosure Frequency19.5% + 4.8% -1.9%7.8%+1.95%-0.78% Foreclosure Frequency22.4%8.97%

43 43. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Loss Severity: Market Value Decline The sale proceeds received from a property are assumed to be less than the original valuation of the property, owing to a recessionary market value decline. These assumptions are based on an analysis of house price movements Market Value Decline for Italian Residential Properties RatingMarket Value Decline (%) AAA35 AA30 BBB26 BB22 B20

44 44. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Loss Severity: Example of LS Calculation at the AAA level Original Property Value € Market Value Decline(35.000) € Residual Value € Loan Balance (80% LTV)(80.000) € Market Loss(15.000) € Assumed Foreclosure Costs (i.e., legal fees and costs at 10% of loan balance) (8.000) € Total Loss(23.000) € Loss Severity ( = /80.000)28.75%

45 45. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Cash Flow Analysis Overview The WAFF and WALS alone is insufficient for determining the credit enhancement required in a transaction as it does not take into account several important factors Effectively, the final credit enhancement figure will be determined through the simulation of the transaction’s asset and liability structure by means of a cash flow model When running cash flows, we seek to determine in which rating scenarios the transaction is able to meet: –Timely payment of interest; –Ultimate payment of principal, i.e within final maturity of the notes.

46 46. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Cash Flow Analysis: Priority of Payments In the cash flow model, payments are made according to the waterfall, which is specific of the transaction. Payments are made out of available funds (which basically comprise collections from the portfolio and payments from the swap counterparty). A typical waterfall could be: 1.Pay Senior fees; 2.Pay Amounts due to the swap counterparty 3.Pay interest to class A 4.Pay interest to class B 5.Pay Class A amortization amount 6.If Class A has been paid in full, then pay Class B amortization amount 7.Replenish Cash Reserve 8.Pay other expenses subordination of classes

47 47. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Cash Flow Assumptions and Stresses Amount of Default and Recovery (WAFF & WALS);  Timing of Default (Slow / Fast);  Interest Rate curve (High / Flat / Low);  Prepayment Rate (High / Low); Timing of Recovery; Delinquencies; Reinvestment Rate; PDLs; Expenses; Spread Compression; Transaction specific stresses. We test the cash flow in all the possible scenarios (12) determined by the combinations of these 3 variables

48 48. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Performance Update – five years on …

49 49. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. European SF performance over the past 5 years Source: Standard & Poor's CreditPro Data in % * Excluding defaults

50 50. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Gross default rates mid mid-2012 * default percentages by initial issuance volume ** default percentages by number of ratings Source: statistics on S&P ratings Default rates of European structured finance transactions during this period have outperformed Corporate default rates No Covered Bond defaults in the same time frame

51 51. Permission to reprint or distribute any content from this presentation requires the prior written approval of Standard & Poor’s. Copyright © 2011 by Standard & Poor’s Financial Services LLC (S&P), a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. No content (including ratings, credit-related analyses and data, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of S&P. The Content shall not be used for any unlawful or unauthorized purposes. S&P, its affiliates, and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions, regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or to make any investment decisions. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P’s opinions and analyses do not address the suitability of any security. S&P does not act as a fiduciary or an investment advisor. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non–public information received in connection with each analytical process. S&P may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, (free of charge), and and (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at STANDARD & POOR’S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks of Standard & Poor’s Financial Services LLC.


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