1. Session Plan Chapter Eleven: – Origins of real estate securitization – Agency Guarantees vs. Private Label – CMOs and REMICs – CMBS & QQD

2. Origins of Securitization Securitization: Process of pooling individual assets that are used as collateral, for the issuance of securities – Residential Mortgage Backed Securities (RMBS) – Collateralized Mortgage Obligations (CMO) – Collateralized Debt Obligations (CDO) – Commercial Mortgage Backed Securities (CMBS)

3. Origins of Securitization Federal Housing Administration (FHA) in 1934 – US foreclosures were peaking, RE values dropped to 50% of 1927-1928 levels – Collapse of mortgage banking industry – FHA was to insure mortgages against default & to require standard contracts – Allowed for mortgages to become practicable investments for thrifts and insurance companies

4. Origins of Securitization Federal National Mortgage Assoc (FNMA) in 1938 “Fannie Mae” – Provided liquidity to market, but still no homes were being built….led to VA Program Veteran’s Administration (VA) – Grants mortgage funds for veterans at interest rates equal or less than FHA – Negates mortgage insurance & avoids down payment requirements

5. Origins of Securitization FNMA restructured as government sponsored, private corporation in 1968 Government National Mortgage Assoc (GNMA) chartered in 1968 – “Ginnie Mae” had explicit government guarantee and was to carry out FNMA’s prior support of FHA, VA, and Farmer Home Admin. (FmHA) loans – Gov’t guarantee was the spark that ignited the secondary mortgage market in the United States

6. Origins of Securitization First Mortgage Backed Security (MBS) was in 1970 – Backed by GNMA with VA and FHA loans as collateral – Investors could purchase securities backed by conventional home loans 1970 Federal Home Loan Mortgage Company (“Freddie Mac”) was created to compete with FNMA & to boost liquidity

7. Origins of Securitization Secondary Mortgage Market Enhancement Act of 1984 – Vastly expanded number of financial institutions that could hold mortgage related securities Origins of Securitization was the creation of Ginnie Mae, Fannie Mae, and Freddie Mac which provided implicit and explicit guarantees necessary to ease investor unease with mortgage debt

8. Agency Guarantees Agency guaranteed MBS allowed for viable secondary mortgage market in US GNMA secured with “full faith and credit of the US Treasury” – Considered to be free of default risk – They do not underwrite or issue MBS – They guarantee those provided privately

9. Agency Guarantees Fannie Mae & Freddie Mac are Government Sponsored Entities – Provide mortgages, issue securities using pooling – Modified pass-through: guarantees only the timely repayment of interest and offers default protection – Fully Modified pass-through: guarantees timely payment of principal, interest & offers default protection Freddie offers both kinds, Fannie offers “fully” only

10. Agency Guarantees GSE’s have slightly higher credit risk as they are backed by an agency guarantee and not explicitly by the US Treasury Agency backed securities lowered the cost of home financing by lowering transaction costs, increasing liquidity,& improving the standardization of contracts – Guarantees also promoted acceptability of these investments

11. Mortgage Conformability Fannie Mae and Freddie Mac mortgage conformability standards are set by Office of Federal Housing Enterprise Oversight (OFHEO) – OFHEO sets size limit for conforming loans (i.e. no jumbo mortgages) Have “super-conforming” loans in areas where prices are higher than the average GSE’s may only purchase conforming & super- conforming loans – For borrowers outside of conformability standards, their borrowing expenses are higher

12. Private Label MBS Issued by banks, insurance companies, savings institutions (known as underwriters) Government encouraged private label development given size of agency guarantees Private conduit buys loans from originators & creates pools for sale (without guarantees) – By 2006 private label issuances > agency issues

13. RMBS & Prepayment Risk As residential mortgages have the option to prepay, the uncertainty of timing and the magnitude of the cash flows received by the investor are uncertain – As rates drop below the contract rate, prepayment is more likely – As the interest rates on LT bonds falls, homeowner is more likely to prepay the mortgage – Prepayment can occur for other reasons such as selling the property – Just as the reinvestment rate drops, the RMBS investor is more likely to get paid early And will have to reinvest their money at a lower rate

14. RMBS & Prepayment Risk Convexity: Non-linearity in a financial model; the relationship of bond price with respect to interest rates. – Decreases as interest rates fall (& prepayments rise) and as interest rates rise ( & prepayments fall) – Probability of prepayment is inversely related to the prevailing mortgage rates – Since prepayment rates fall as mortgage rates rise, prepayments slow down for RMBS investors just as they desire them to pick up! Could have reinvested cash flows at a higher rate

15. RMBS & Prepayment Risk Prepayment risk is the lynchpin to pricing RMBS As Mortgage Rates fall: pool pays quicker than expected – Investor loses interest income & gets principal back in a low rate environment As Mortgage Rates rise: pool pays slower than expected – Investor earns relatively lower rate for a longer period of time (harms their yield)

16. CMOs Collateralized Mortgage Obligation (CMO) – First was by Freddie Mac in 1983 – Consists of a multi-class MBS Different classes (tranches) have different maturities, interest rates, & prepayment risk Tranches from 2 to 50 Each tranche has an estimated first and last payment date – To earn a higher coupon rate, investor must bear more prepayment risk

17. REMICs Real Estate Mortgage Investment Conduits – Established in 1986 – P&I Payments are divided into various payment streams to create tranches REMIC avoids double taxation – REMIC is tax exempt – Investors pay tax on dividends received Almost all CMOs are issued as REMICs

18. Types of CMOs Sequential Pay (Plain Vanilla) – Tranches are paid in strict sequence – Known as “waterfalls” as cash flows down to lower rated tranches Planned Amortization Class (PAC) CMO – Uses support or companion tranche to provide protection for PAC or “main” tranche – Allows investors in main tranche to receive more certain cash flows sooner – PAC yield, average life, & lockout periods are more closely tied to original estimates

19. Types of CMOs Planned Amortization Class (PAC) CMO Continued – If prepayment is different than expected, the support tranche absorbs the variable portion of the payments – Can have different levels of priority TYPE I PAC, Type II PAC, etc. – Higher yields are offered for riskier, more variable support tranches

20. Types of CMOs Targeted Amortization Class (TAC) – Structured like PACs, but investor is protected from rise in prepayment rate (as interest rates fall) – If PAC & TAC are in same CMO, PAC receives priority – TAC is inferior to PAC as investor is only protected from unexpected increase in prepayments

21. Types of CMOs Z Tranches (Z Bonds, Accretion Bonds, Accrual Bonds) – Receives no interest until lockout period ends and begins to receive principal – Lockout period ends when all other tranches have been paid off – During lockout period, tranche is credited with accrued interest that is taxable (although not received) – These are best for tax deferred retirement accounts Have terms of 18-22 years

22. Types of CMOs Principal Only (PO) Strips – Investor receives principal only, buys at a steep discount from face value – As rates fall, prepayments rise which lowers the effective term of the security – As rates rise, PO investor yield suffers (gets paid slower)

23. Types of CMOs Interest Only (IO) Strips – Any CMO offering PO will also offer IO – IO is sold at steep discount to notional principal (no par or face value) – As principal in pool is paid down, notional value of tranche declines, as do the interest payments – IO Strips lose value rapidly as interest rates fall and as prepayments rise

24. Creating a Private Label MBS Non Agency backing allows for any asset to be included in the pool

25. Creating a Private Label MBS Special Purpose Vehicle (SPV) – Controls collateral, collects P&I payments, & passes them on to investors Underwriter – Banks, investment banks, brokers that price and market MBS to investors Credit Agencies – Determine the credit enhancements required – Banks may only hold investment grade MBS Moody’s Baa3 or higher S&P and Fitch BBB- and higher

26. Credit Enhancements Credit Enhancement is a process to lower risk of entire security within a securitized asset Without credit enhancement marketing of private label MBS is difficult Size of enhancement is determined by: – Borrower’s credit quality, incentives to default, size & variability of potential loss, & diversification of loans in the asset pool

27. Types of Credit Enhancements External Credit Enhancements – Government Agency Guarantees – Monoline Insurance Provide “credit wraps’ to bolster ratings – Letter of Credit Bank assumes default risk by reimbursing SPV in cash Less common given banking issues these days! – Liquidity Provider Makes short term temporary payments More common in international securitizations

28. Types of Credit Enhancements Internal Credit Enhancement – Originator provides protection to cover potential losses Cash, assets, or profits into transaction while taking a lower priority bond – Excess Interest/Spread or Profit Interest rate paid by borrowers on loans used as collateral is not coupon rate Must also deduct for trustee & servicer expenses Deduct more from borrower interest payment to enhance deal

29. Types of Credit Enhancements – Over-Collateralization Pool of collateral loans has 5-10% higher par value than the issued securities – Cash Collateral Account As losses occur, cash is withdrawn At termination remaining funds are returned to originator – Structural Credit Enhancements Senior/Subordinated Structures: lower credit rated classes provide protection for senior classes

30. CMBS Pools of Commercial Real Estate Loans Prepayments are not a significant issue here – Due to Lockout period – Defeasance: penalty for early termination CMBS loans are heterogeneous – Different mortgage styles, maturities, property types, covenants, tenant and location quality CMBS lack agency guarantees Typically set up as REMIC with tranches like for RMBS – A-piece investor vs. B-piece investor

31. Servicing CMBS Loans Servicer passes payment to trustee for disbursement Servicer monitors changes in payment behavior – In default, servicer contacts borrower & may pursue foreclosure

32. Servicing CMBS Loans Master Servicer: servicing all loans not in default – Collects payment, compiles information – Often is same as original underwriter – Little ability to modify loan or obtain alternative collateral – Accepting alternative collateral could impact REMIC tax exempt status Special Servicer – Servicing loans in default – Named at issuance, usually affiliated with B-piece investors – B-Piece: face higher risk so should be most familiar with pool risk

33. CMBS Servicing Conflicts In default in depressed market? – It may be in “A-piece” investors’ interest to foreclose – “B-piece” may not get anything so special servicer may wait longer than is prudent for borrower to become current on payments

34. Issuance of CMBS (in Billions)

35. CMBS 2.0 Tweaking system to generate business – Less tranches now than before – “A-piece” investors now more likely to appoint special servicer To eliminate perception that investment grade tranches give up economic value at default – Grant more authority to “A-piece” in defining commitments made by issuer – Eliminates “B-piece” buyers from selling their part to a CDO (per Dodd-Frank)

36. CMBS & QQD Transparency is needed to revive the market – Disclosure of Debt Coverage Ratio for each loan in pool so investor can better assess risk More and Better information should reduce price volatility

37. Problems of Securitization Much of perceived bloom taken off of securitization rose – There is good and bad in innovation: autos and electricity examples Subprime Mortgages – As high as 22% of total mortgages, but 80% of these were securitized Meltdown after “Yes Era” given higher leverage, poor underwriting, government intervention in markets, and extremely low interest rates

38. Who’s to Blame? Originate to Distribute – Hot potato approach vs. originate to hold on balance sheet Ratings Agencies – They underestimated default risk Investors – They asked for it!

39. Upside of Securitization Lowered cost of capital for investors and cost of funds for borrowers Often better terms than for on-balance sheet loan (non-recourse, 30 year amort.) More consistent funds availability Added liquidity & higher origination fees for lenders and investment banks When done correctly: diversification of investment options & good return on investment

40. For Next Session We will discuss chapter 12 on Real Estate Investment Trusts (REITs)