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Rating Analysts Gripe About Issuers
Two new collateralized loan obligations from Apollo Man-
agement and WCAS Fraser Sullivan have led rating analysts to
complain that some issuers are taking way too long to share
information about their deals.
At issue is a rule the SEC implemented June 2, known as
17g-5, that requires bond issuers to post complete information
about their deals on secure websites accessible to all 10 nation-
ally recognized statistical rating organizations. Te idea is to
coax unsolicited grades from rating agencies other than those
hired by the issuers and thereby provide investors with more
accurate risk assessments.
But that can happen only when issuers disseminate data
well before their deals close, the rating analysts said. And that
wasnt the case with the latest oferings from Apollo and Fraser
Sullivan. Information about a $405 million CLO that Apollo
priced on Nov. 16 didnt go up on a website until Oct. 29. Fraser
Sullivan, which expects to price its $400 million ofering by the
end of the month, posted the required rating information dur-
ing the week of Jan. 10.
Te complaint is that disclosing details about a deal just two
weeks before it prices makes it difcult, if not impossible, for a
rating agency to adequately assess the risk of the bonds. Other
CLO issuers have managed to circulate information about their
deals 4-5 weeks before they closed.
But other sources pointed out that both issuers posted in-
formation on their websites as soon as they provided it to the
rating agencies they hired. Apollo hired Moodys and S&P to
rate its deal, ALM Loan Funding 2010-3. In the case of the Fra-
ser Sullivan deal, its unclear which rating agencies have been
hired.
Te reason the deals werent unveiled sooner, sources said, is
because 17g-5 has changed the way issuers communicate with
the rating agencies. In the past, issuers would spend hours on
the phone with the frms they hired to ensure their deals com-
plied with those shops rating methods. But since the SEC rule
took efect, issuers have been required to share any such com-
munications with all of the other rating agencies. As a result,
issuers have cut way back on their discussions with all rating
analysts.
Its had a chilling efect on communication, one source
said of 17g-5. You wait longer to engage agencies.
Te tendency among issuers and underwriters now is to en-
gage in hypothetical discussions with rating analysts about the
kinds of collateral and deal structures they generally prefer. At
the same time, issuers are relying more on their underwriters
to anticipate how rating agencies will view a particular deal
and what it will take to win a triple-A grade.
As a result, some issuers are waiting longer to formally en-
gage rating agencies to grade their deals. Tanks in part to the
prep work being done by underwriters, issuers in some cases
are pricing deals within two weeks of hiring a rating agency.
Tis, in fact, was the case with the Apollo ofering.
But rating analysts insist that they typically require several
weeks, and sometimes more than a month, to fully analyze the
collateral and structure of a CLO. It seems that its a very short
timeframe for rating agencies to do their analysis, one analyst
said of the Apollo and Fraser Sullivan deals.
Canada Drafting Covered-Bond Bill
Te Canadian government is aiming for the next month or
two to release a draf of legislation designed to make investors
around the world more comfortable with covered bonds of-
fered by the nations banks.
Tere is strong support for such legislation, which is likely to
become law this year. In a budget proposal submitted to Parlia-
ment last March, the government announced its intention to
draw up the legislation. Market participants have since been
waiting to see a draf, which a source said could materialize as
early as next month.
Banks in Canada are already issuers of covered bonds, but
the lack of legislation has made some investors reluctant to buy
the securities.
Investors in Germany and some other European countries,
for example, prefer to buy bonds from banks based in countries
with government-sanctioned programs. And Canadian banks
are eager for the legislation to pass because their balance sheets
are fush with home loans guaranteed by Canada Mortgage and
Housing Corp. assets that are well suited for the collateral
pools of covered bonds.
Te six largest banks in Canada, including Bank of Nova
Scotia, Bank of Montreal and CIBC, have ofered covered bonds
since 2007, accounting for roughly $30 billion of issuance,
mostly sold to U.S. investors. Canadian banks are prohibited
from issuing covered bonds exceeding 4% of their assets, which
means they still have capacity to issue up to $69 billion of the
securities. Te most recent issue came this week from National
Bank of Canada, which sold $1 billion of three-year covered
bonds to investors in the U.S.
BMW Programs on Cruise Control
BMW has prepared its U.S. securitization schedule for this
year.
Sources expect to see a second-quarter ofering of at least
$900 million backed by the Munich automakers auto leases.
Tat could be followed by a deal backed by prime-quality auto
loans, totaling around $700 million.
Te issuance pace would be consistent with BMWs 2010
output in the States: a $1 billion lease securitization that priced
in September with J.P. Morgan and Citigroup running the
books; and a $750 million loan deal that Bank of America and
RBS led in April.
BMW has occasionally securitized dealer-foorplan loans
as well, but no such oferings appear to be in the works for
2011. BMW last came to market with one of those deals in
September 2009, placing $525 million of bonds via Citi and
RBS.
January 28, 2011
Asset-Backed
ALERT 3
End in Sight for CDO Liquidations
A recent increase in the number of troubled collateralized
debt obligations in liquidation is expected to continue well into
2011, before falling of by yearend.
Some 125 CDOs already have liquidated since the start of the
credit crisis, with the pace picking up since Jan. 1 to a level that
liquidation managers now project to remain steady through the
frst half. By midyear, however, most failed CDOs already will
have been unwound. Accordingly, liquidations are expected to
become much less frequent in the following months.
It has long been expected that CDO liquidations eventually
would taper of, but when that might happen has been a matter
of conjecture.
Over the past couple of years, CDO liquidations have played
a key role in feeding the secondary market for mortgage-
backed securities at a time when new issuance of such bonds
has been all but non-existent. A vast majority of the CDOs that
went south were backed by subprime MBS that sufered high
rates of default as the housing market collapsed.
Already this year, investors have gotten a crack at several
CDO liquidations, and at least two more are expected to hit the
market in the next week or so. Te most recent sale was on Jan.
20, when Vertical Capital liquidated Montrose Harbor CDO 1.
Te deal was issued in July 2006
by Vanderbilt Capital. Vertical,
acting as liquidation manager,
auctioned of about $115 million
of underlying bonds.
HSBC ... From Page 1
a $2 billion high-yield debt fund
HSBC already runs. Tat initia-
tive, which began in December,
takes aim at mezzanine CLO
pieces in the U.S. and Europe,
along with paper backed by Eu-
ropean home loans and commer-
cial mortgages.
HSBC Asset Management,
which was known as Halbis Capi-
tal until mid-2010, runs some
$100 billion of fxed-income in-
vestments for institutional cli-
ents of HSBC. Tat total includes
roughly $30 billion of asset and
mortgage-backed securities, col-
lateralized debt obligations and
commercial mortgage bonds.
January 28, 2011
Asset-Backed
ALERT 4
Answers are why clients
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877.291.5301
www.clayton.com
RE S I DE NT I AL & COMME RCI AL
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DUE DI L I GE NCE
S TAF F I NG
S P E CI AL S E RVI CI NG
S URVE I L L ANCE
CONS ULT I NG
I NT E RNAT I ONAL
2011 Clayton Holdings LLC All Rights Reserved
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securities
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What are performance
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market?
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SEC Rules Leave Issuers in Limbo
It could take six months before market players can predict
how new SEC rules governing securitization audits and due-
diligence reports might afect deal volume.
At issue is the Jan. 20 release of a proposed amendment to
Section 15E(s)(4) of the Securities and Exchange Act, under
which asset-backed bond issuers and underwriters would have
to share outside reviews of their deals with investors. Te prob-
lem: Rather than defning what information must be included
in those documents, the SEC put of that decision for another
rulemaking process that might not conclude until July 21.
Concerns about the process center around a requirement
that with the release of securitization reviews, the accounting
frms conducting those examinations be considered experts
for liability purposes. If those players refuse, the issuers would
efectively be barred from the market.
At the least, theyre likely to increase their fees to ofset po-
tential exposure to lawsuits. But they cant fgure out how much
until they know more about the SECs plans, making it impos-
sible to tell how issuers might be afected. Te costs may end up
being prohibitively high, one accountant said.
He questioned an assertion by the SEC that some frms con-
ducting deal reviews have already indicated a willingness to be
named as experts in ofering documents. I havent heard that,
the accountant said. We havent decided yet how were going
to approach the market.
Another wrinkle: Rating agencies require issuers to com-
mission outside reviews of the collateral for certain types of
deals, including mortgage securitizations. Tat also might
put issuers in a tight spot if vendors prove unwilling to do the
work.
Te SEC was charged with handling the rule update under
the Dodd-Frank Act. If nothing else, last weeks proposal allevi-
ated concerns of an immediate issuer exodus by delaying the
rules implementation until Jan. 1, 2012. Revisions are possible
along the way, as the regulator receives feedback from market
participants.
January 28, 2011
Asset-Backed
ALERT 5
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Lenders Impatient for SEC Guidance
Issuers of mortgage-backed securities will have to wait a
little longer to fnd out what types of loans will be exempt from
new risk-retention requirements under the Dodd-Frank Act.
Market players had been looking at Jan. 24 as an unofcial
deadline for the SEC to issue preliminary guidelines for so-
called qualifed mortgages, but the date came and went with-
out a word from the regulator. Lenders that securitize qualifed
credits would be exempt from new rules requiring them to re-
tain a 5% interest in each of their deals.
Te SEC originally was expected to issue guidance back in
December. Under Dodd-Frank, the regulator faces an April 17
deadline to fnalize the defnition of qualifed mortgage.
Why the delay? Market players arent sure, though some sus-
pect the agency is simply overwhelmed by the sheer volume of
rules it is required to implement under Dodd-Frank. Others
speculate that the SEC is struggling with the defnition itself
that is, specifying which types of loans would be considered
safe enough to merit the exemption.
Its widely understood that the standards for qualifed mort-
gages in terms of loan structure, loan-to-value ratios, bor-
rower credit scores and the like would, at the very least,
include loans that conform with Fannie Mae and Freddie Mac
standards. But lenders have been lobbying for a broader def-
nition that would also include some mortgages that wouldnt
qualify for government guarantees. Market players are hopeful
that such a move would be enough to induce some lenders to
resume issuing private-label mortgage bonds, and thereby end
a prolonged drought of new deals.
Correction
A Jan. 21 article, Investors Lap Up CDO Liquidation, con-
tained errors. Prudential wasnt among the bidders for the assets
of Montrose Harbor CDO 1. Also, Vertical Capital ran the liqui-
dation process but doesnt serve as manager of the deal, which
originally was issued by Vanderbilt Capital.
January 28, 2011
Asset-Backed
ALERT 6
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The credit-related analyses, including ratings, of Standard & Poors and its afliates 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. Ratings, credit-related analyses, data, models, software and output therefrom should not be relied on when making any investment decision. Standard & Poors opinions and analyses do not address
the suitability of any security. Standard & Poors does not act as a duciary or an investment advisor. Copyright 2011 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved.
STANDARD & POORS and S&P are registered trademarks of Standard & Poors Financial Services LLC. VEROS is a trademark of VEROS Software. EXPERIAN is a registered trademark of Experian Information Solutions, Inc.
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BMO Executives Split, But Maintain Focus
Six experienced bankers have quit the U.S. securitization group at BMO Capital
to set up a firm that will arrange, issue and invest in structured-product transac-
tions.
The departing staffers, led by Pete Walsh, left BMO on Feb. 5. Their new
Chicago-based operation, Six Degrees Capital, opened for business last week with
$100 million of startup capital from an undisclosed backer. The outfit expects to
raise an additional $400 million by yearend.
Plans call for Six Degrees to be a routine issuer of collateralized debt obligations
backed by investment-grade structured products. The firm is also setting up an
alternative-investment fund that would buy mezzanine and equity pieces of CDOs
and other structured-finance instruments.
Some of the funds CDO investments would come fromSix Degrees own deals.
And the vehicles structured-finance holdings will likely involve transactions that
See BMO on Page 8
ASF Joins Counterstrike on Lending Rules
Securitization-industry professionals are urging the Department of Defense to
drastically limit the scope of a new law designed to protect U.S. military personnel
from predatory lenders.
The John Warner National Defense Authorization Act for Fiscal Year 2007,
enacted by Congress in October, attempts to target so-called payday lenders who
often set up shop near military bases. Market players arent arguing with the need
to rein in those sometimes-shady outfits, which write high-interest, short-term
loans secured by borrowers upcoming paychecks. They are worried, however, that
the law will inadvertently curtail the lending and bond-issuing activities of main-
streamfinance shops who deal with enlisted personnel and their families.
The Department of Defense is responsible for implementing the payday-limi-
tation rules, and is drafting a proposal for how it will carry out those duties.
Payday lenders, whose credits are seldom securitized, not only charge high
See ASF on Page 9
Ellington Ready to Roll With CLO Program
Ellington Management is moving forward with the first in a series of collateral-
ized loan obligations.
Word on the street is that the Greenwich, Conn., firm best known for run-
ning hedge funds and collateralized debt obligations that invest in mortgage-relat-
ed securities has hired Morgan Stanley to underwrite the offering. The arbi-
trage-oriented transaction is expected to total $400 million to $500 million, with a
likely pricing date in April.
It would be backed mostly by broadly syndicated senior-secured leveraged
loans, assets that Ellington is now accumulating through the use of a warehouse
facility fromMorgan Stanley.
Ellington would follow up the issue with a similar offering during the second
half of the year. Managing director Eric Bothwell is overseeing the initiative, as part
See ELLINGTON on Page 2
10 ASSET-BACKED MARKET MAKERS
2 Cabelas Tracking Down Card Funding
3 State Street Nears Cruising Altitude
3 Moodys Signs Off on Discover Deals
3 More Buyers to Feel Subprime Crunch
4 Agencies at Odds Over Ratings Plan
4 Spiking Auto Losses Only Temporary
9 Mortgage Woes Replay in Alt-A Pools
6 CALENDAR
14 INITIAL PRICINGS
15 MARKET MONITOR
FEBRUARY 16, 2007
Deutsche Bank has assigned a broader
role to Richard DAlbert, who had been
heading its global securitized-product
group. DAlberts new assignment isnt
clear. Frank Byrne and Erik Falk assumed
his former duties a few weeks ago. Byrne
had been in charge of a unit Deutsche
calls global asset finance. Falk was over-
seeing a special-situations team. Both
are based in New York.
A legal battle between James Brown and
investment-banking boutique Pullman
Group is in limbo following the singers
death. Brown sued Pullman after the
firmblocked his plans to take out a $25
million loan fromRoyal Bank of
THE GRAPEVINE
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