The Role of Banks in Asset Securitization
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Short Sellers and Financial Misconduct 6 7 ∗ 8 JONATHAN M
jofi˙1597 jofi2009v2.cls (1994/07/13 v1.2u Standard LaTeX document class) June 25, 2010 19:56 JOFI jofi˙1597 Dispatch: June 25, 2010 CE: AFL Journal MSP No. No. of pages: 35 PE: Beetna 1 THE JOURNAL OF FINANCE • VOL. LXV, NO. 5 • OCTOBER 2010 2 3 4 5 Short Sellers and Financial Misconduct 6 7 ∗ 8 JONATHAN M. KARPOFF and XIAOXIA LOU 9 10 ABSTRACT 11 12 We examine whether short sellers detect firms that misrepresent their financial state- ments, and whether their trading conveys external costs or benefits to other investors. 13 Abnormal short interest increases steadily in the 19 months before the misrepresen- 14 tation is publicly revealed, particularly when the misconduct is severe. Short selling 15 is associated with a faster time-to-discovery, and it dampens the share price inflation 16 that occurs when firms misstate their earnings. These results indicate that short sell- 17 ers anticipate the eventual discovery and severity of financial misconduct. They also convey external benefits, helping to uncover misconduct and keeping prices closer to 18 fundamental values. 19 20 21 22 SHORT SELLING IS A CONTROVERSIAL ACTIVITY. Detractors claim that short sell- 23 ers undermine investors’ confidence in financial markets and decrease market 24 liquidity. For example, a short seller can spread false rumors about a firm 25 in which he has a short position and profit from the resulting decline in the 1 26 stock price. Advocates, in contrast, argue that short selling facilitates market 27 efficiency and the price discovery process. Investors who identify overpriced 28 firms can sell short, thereby incorporating their unfavorable information into 29 market prices. -
Asset Securitization
L-Sec Comptroller of the Currency Administrator of National Banks Asset Securitization Comptroller’s Handbook November 1997 L Liquidity and Funds Management Asset Securitization Table of Contents Introduction 1 Background 1 Definition 2 A Brief History 2 Market Evolution 3 Benefits of Securitization 4 Securitization Process 6 Basic Structures of Asset-Backed Securities 6 Parties to the Transaction 7 Structuring the Transaction 12 Segregating the Assets 13 Creating Securitization Vehicles 15 Providing Credit Enhancement 19 Issuing Interests in the Asset Pool 23 The Mechanics of Cash Flow 25 Cash Flow Allocations 25 Risk Management 30 Impact of Securitization on Bank Issuers 30 Process Management 30 Risks and Controls 33 Reputation Risk 34 Strategic Risk 35 Credit Risk 37 Transaction Risk 43 Liquidity Risk 47 Compliance Risk 49 Other Issues 49 Risk-Based Capital 56 Comptroller’s Handbook i Asset Securitization Examination Objectives 61 Examination Procedures 62 Overview 62 Management Oversight 64 Risk Management 68 Management Information Systems 71 Accounting and Risk-Based Capital 73 Functions 77 Originations 77 Servicing 80 Other Roles 83 Overall Conclusions 86 References 89 ii Asset Securitization Introduction Background Asset securitization is helping to shape the future of traditional commercial banking. By using the securities markets to fund portions of the loan portfolio, banks can allocate capital more efficiently, access diverse and cost- effective funding sources, and better manage business risks. But securitization markets offer challenges as well as opportunity. Indeed, the successes of nonbank securitizers are forcing banks to adopt some of their practices. Competition from commercial paper underwriters and captive finance companies has taken a toll on banks’ market share and profitability in the prime credit and consumer loan businesses. -
Understanding Securitization
Understanding Securitization It is important to have a general familiarity with mortgage securitization in order to understand the foreclosure process. Securitization involves a series of conveyances of the note evidencing the residential loan and assignment of the mortgage or trust deed securing it. Therefore, chain of title and beneficial interest issues frequently turn on the securitization trajectories. Securitization is the process pooling loans into “mortgage‐ backed securities” or “MBS” for sale to investors. MBS is an investment instrument backed by an undivided interest in a pool of mortgages or trust deeds. Income from the underlying mortgages is used to pay interest and principal on the securities. Figure A below is a simplified schematic depicting the general securitization process and some of the parties involved. The process begins with Originators, which are the lenders (such as banks or finance companies) that initially make the loans to homeowners. Sponsor/Sellers (or “sponsors”) purchase these loans from one or more Originators to form the pool of assets to be securitized. (Most large financial institutions are both Originators and Sponsor/Sellers.) A Depositor creates a Securitization Trust, a special‐purpose entity, for the securitized transaction. The depositor acquires the pooled assets from the Sponsor/Seller and in turn deposits them into the Securitization Trust. An Issuer acquires the Securitization Trust and issues certificates to eventually be sold to investors. However, the Issuer does not directly offer the certificates for sale to the investors. Instead, the Issuer conveys the certificate to the Depositor in exchange for the pooled assets. An Underwriter, usually an investment bank, purchases all of the certificates from the Depositor with the responsibility of offering to them for sale to the ultimate investors. -
Auction Rate Securities 1
Auction Rate Securities 1 Auction Rate Securities (ARS) were marketed by broker-dealers to investors, including individuals, corporations and charitable foundations as liquid, short-term, cash-equivalent investments similar to traditional commercial paper. The securities, however, were long-term floating rate bonds or preferred stock with floating rate coupons which gave them a superficial similarity to short-term investments. ARS’s liquidity and similarity to short-term investments were entirely dependent on the presence of sufficient orders to buy outstanding ARS at periodic auctions in which they were bought and sold subject to a contractual ceiling on the interest rate the issuer would have to pay. If the interest rate that would clear the market was greater than this maximum rate, the auctions “failed” and existing holders of the securities were forced to hold securities they wanted to sell and had previously thought were liquid. If the demand for an ARS was too low to clear the market, broker dealers sponsoring the auction could place bids just below the maximum interest rate to clear the auction. The lower the public demand for an issue, the larger the quantity broker dealers had to buy to avoid a failed auction. Participating broker dealers had better information than public investors about the creditworthiness of the ARS issuers and were the only parties with information about the broker dealers’ holdings and inclination to abandon their support of the auctions. In addition, brokerage firms involved in the auctions knew of temporary maximum rate waivers negotiated with the issuers and the ratings agencies that allowed auctions that would have failed in late 2007 to continue to clear. -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Auction Rate Securities Issue Brief
C ALIFORNIA DEBT AND ISSUE BRIEF INVESTMENT ADVISORY California Debt and Investment Advisory Commission August 2004 C OMMISSION AUCTION RATE SECURITIES Douglas Skarr CDIAC Policy Research Unit The Auction Rate Securities market has Securities must carefully evaluate the current expanded significantly in the public finance environment, their objectives, and consider how sector since 2001. Nationwide, issuance of this debt will be managed over the long term. auction rate securities, including the public finance area, grew from $100 billion in the This Issue Brief provides an overview of the first quarter of 2002 to $200 billion by the end market, mechanics, costs, benefits and risks of the fourth quarter of 2003. Public finance associated with Auction Rate Securities. has become the fastest-growing sector to use auction rate securities, with total issuance I. DEFINITION AND PURPOSE projected to grow at double-digit rates in the Auction Rate Securities (ARS) are long term, future (see Figure 1). variable rate bonds tied to short term interest rates. ARS have a long term nominal maturity Figure 1 – ARS Issues Outstanding with interest rates reset through a modified ARS Outstanding 2002-2003 Dutch auction, at predetermined short term 250 intervals, usually 7, 28, or 35 days. They trade 200 at par and are callable at par on any interest payment date at the option of the issuer. 150 Interest is paid at the current period based on 100 the interest rate determined in the prior auction ($)In Billions period. 50 0 Although ARS are issued and rated as long term Q1- Q2- Q3- Q4- Q1- Q2- Q3- Q4- 2002 2002 2002 2002 2003 2003 2003 2003 bonds (20 to 30 years), they are priced and Total Municipal traded as short term instruments because of the liquidity provided through the interest rate reset The use of auction rate financing is becoming mechanism. -
Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes?
Vanderbilt Law Review Volume 42 Issue 2 Issue 2 - March 1989 Article 6 3-1989 Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes? Tracy A. Powell Follow this and additional works at: https://scholarship.law.vanderbilt.edu/vlr Part of the Securities Law Commons Recommended Citation Tracy A. Powell, Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes?, 42 Vanderbilt Law Review 579 (1989) Available at: https://scholarship.law.vanderbilt.edu/vlr/vol42/iss2/6 This Note is brought to you for free and open access by Scholarship@Vanderbilt Law. It has been accepted for inclusion in Vanderbilt Law Review by an authorized editor of Scholarship@Vanderbilt Law. For more information, please contact [email protected]. Stock in a Closely Held Corporation: Is It a Security for Uniform Commercial Code Purposes? I. INTRODUCTION ........................................ 579 II. JUDICIAL DECISIONS ................................... 582 A. The Blasingame Decision ......................... 582 B. Article 8 Generally .............................. 584 C. Cases Deciding Close Stock is Not a Security ...... 586 D. Cases Deciding Close Stock is a Security .......... 590 E. Problem Areas Created by a Decision that Close Stock is Not a Security .......................... 595 III. STATUTORY ANALYSIS .................................. 598 A. Statutory History ................................ 598 B. Official Comments to the U.C.C. .................. 599 1. In G eneral .................................. 599 2. Official Comments to Article 8 ................ 601 3. Interpreting the U.C.C. as a Whole ........... 603 IV. CONCLUSION .......................................... 605 I. INTRODUCTION The term security has many applications. No application, however, is more important than when an interest owned or traded is determined to be within the legal definition of security. -
Securitization & Hedge Funds
SECURITIZATION & HEDGE FUNDS: COLLATERALIZED FUND OBLIGATIONS SECURITIZATION & HEDGE FUNDS: CREATING A MORE EFFICIENT MARKET BY CLARK CHENG, CFA Intangis Funds AUGUST 6, 2002 INTANGIS PAGE 1 SECURITIZATION & HEDGE FUNDS: COLLATERALIZED FUND OBLIGATIONS TABLE OF CONTENTS INTRODUCTION........................................................................................................................................ 3 PROBLEM.................................................................................................................................................... 4 SOLUTION................................................................................................................................................... 5 SECURITIZATION..................................................................................................................................... 5 CASH-FLOW TRANSACTIONS............................................................................................................... 6 MARKET VALUE TRANSACTIONS.......................................................................................................8 ARBITRAGE................................................................................................................................................ 8 FINANCIAL ENGINEERING.................................................................................................................... 8 TRANSPARENCY...................................................................................................................................... -
Private Mortgage Securitization and Loan Origination Quality - New Evidence from Loan Losses
Private Mortgage Securitization and Loan Origination Quality - New Evidence from Loan Losses Abdullah Yavas Robert E. Wangard Chair School of Business University of Wisconsin - Madison Madison, WI 53706 [email protected] and Shuang Zhu Associate Professor Department of Finance Kansas State University Manhattan, KS 66506 [email protected] December 11, 2018 1 Private Mortgage Securitization and Loan Origination Quality - New Evidence from Loan Losses Abstract Due to data constraints, earlier studies of the impact of securitization on loan quality have used default probability as a proxy for loan quality. In this paper, we utilize a unique data set that allows us to use loan losses, which incorporate both probability of default and loss given default, to proxy for mortgage quality. Our analysis of prime loans shows that higher expected loan losses are associated with higher probability of securitization. Lenders sell prime loans with lower observable quality and keep higher observable quality loans on their books. For subprime loans, we observe opposite results that lenders sell better quality loans and keep lower quality loans on their book. We then use the cutoff FICO score of 620 to infer the lender’s screening effort with respect to unobservable loan quality. We find that securitized prime loans exhibit no significant difference in default losses for 620- versus 620+ loans. However, securitized subprime loans with a 620- score incur significantly lower loan losses than securitized subprime loans with a 620+ score. By using loan losses as the proxy of loan quality, separating the analysis into prime and subprime samples, and distinguishing between observable and unobservable risk characteristics, this study sheds additional light on the potential channels that the securitization affects loan quality. -
The Importance of the Capital Structure in Credit Investments: Why Being at the Top (In Loans) Is a Better Risk Position
Understanding the importance of the capital structure in credit investments: Why being at the top (in loans) is a better risk position Before making any investment decision, whether it’s in equity, fixed income or property it’s important to consider whether you are adequately compensated for the risks you are taking. Understanding where your investment sits in the capital structure will help you recognise the potential downside that could result in permanent loss of capital. Within a typical business there are various financing securities used to fund existing operations and growth. Most companies will use a combination of both debt and equity. The debt may come in different forms including senior secured loans and unsecured bonds, while equity typically comes as preference or ordinary shares. The exact combination of these instruments forms the company’s “capital structure”, and is usually designed to suit the underlying cash flows and assets of the business as well as investor and management risk appetites. The most fundamental aspect for debt investors in any capital structure is seniority and security in the capital structure which is reflected in the level of leverage and impacts the amount an investor should recover if a company fails to meet its financial obligations. Seniority refers to where an instrument ranks in priority of payment. Creditors (debt holders) normally have a legal right to be paid both interest and principal in priority to shareholders. Amongst creditors, “senior” creditors will be paid in priority to “junior” creditors. Security refers to a creditor’s right to take a “mortgage” or “lien” over property and other assets of a company in a default scenario. -
In Re Security Finance Co
University of California, Hastings College of the Law UC Hastings Scholarship Repository Opinions The onorH able Roger J. Traynor Collection 11-12-1957 In re Security Finance Co. Roger J. Traynor Follow this and additional works at: http://repository.uchastings.edu/traynor_opinions Recommended Citation Roger J. Traynor, In re Security Finance Co. 49 Cal.2d 370 (1957). Available at: http://repository.uchastings.edu/traynor_opinions/526 This Opinion is brought to you for free and open access by the The onorH able Roger J. Traynor Collection at UC Hastings Scholarship Repository. It has been accepted for inclusion in Opinions by an authorized administrator of UC Hastings Scholarship Repository. For more information, please contact [email protected]. 370 IN BE SECURITY FINANCE CO. [49 C.2d [So F. No. 19455. In Bank. Nov. 12, 1957.] In re SECURITY FINANCE COMPANY (a Corporation), in Process of Voluntary Winding Up. EARL R. ROUDA, Respondent, V. GEORGE N. CROCKER et at, Appellants. [1] Corporations-DissolutioD.-At common law a corporation had no power to end its existence; the shareholder.- could surrender the charter, but actual dissolution depended on acceptance by the sovereign. [2] ld.-Voluntary Dissolution-Judicial SupervisioD.-The su perior court has jurisdiction to supervise the dissolution of a corporation by virtue of Corp. Code, § 4607, only if the cor poration is "in the process of voluntary winding up," and the corporation is in the process of voluntary winding up only if a valid election to wind up has been made pursuant to § 4600. [3] 1d.-Volunta17 Dissolution-Rights of Shareholders.-Share holders representing 50 per cent of the voting power do not have an absolute right under Corp. -
Frequently Asked Questions About Initial Public Offerings
FREQUENTLY ASKED QUESTIONS ABOUT INITIAL PUBLIC OFFERINGS Initial public offerings (“IPOs”) are complex, time-consuming and implicate many different areas of the law and market practices. The following FAQs address important issues but are not likely to answer all of your questions. • Public companies have greater visibility. The media understanding IPOS has greater economic incentive to cover a public company than a private company because of the number of investors seeking information about their What is an IPO? investment. An “IPO” is the initial public offering by a company • Going public allows a company’s employees to of its securities, most often its common stock. In the share in its growth and success through stock united States, these offerings are generally registered options and other equity-based compensation under the Securities Act of 1933, as amended (the structures that benefit from a more liquid stock with “Securities Act”), and the shares are often but not an independently determined fair market value. A always listed on a national securities exchange such public company may also use its equity to attract as the new York Stock exchange (the “nYSe”), the and retain management and key personnel. nYSe American LLC or one of the nasdaq markets (“nasdaq” and, collectively, the “exchanges”). The What are disadvantages of going public? process of “going public” is complex and expensive. • The IPO process is expensive. The legal, accounting upon the completion of an IPO, a company becomes and printing costs are significant and these costs a “public company,” subject to all of the regulations will have to be paid regardless of whether an IPO is applicable to public companies, including those of successful.