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Structured Finance & Securitisation
GETTING THROUGH THE DEAL Structured Finance & Securitisation Structured Finance & Securitisation Finance Structured Contributing editor Patrick D Dolan 2017 2017 © Law Business Research 2017 Structured Finance & Securitisation 2017 Contributing editor Patrick D Dolan Norton Rose Fulbright US LLP Publisher Law The information provided in this publication is Gideon Roberton general and may not apply in a specific situation. [email protected] Business Legal advice should always be sought before taking Research any legal action based on the information provided. Subscriptions This information is not intended to create, nor does Sophie Pallier Published by receipt of it constitute, a lawyer–client relationship. [email protected] Law Business Research Ltd The publishers and authors accept no responsibility 87 Lancaster Road for any acts or omissions contained herein. The Senior business development managers London, W11 1QQ, UK information provided was verified between Alan Lee Tel: +44 20 3708 4199 February and March 2017. Be advised that this is a [email protected] Fax: +44 20 7229 6910 developing area. Adam Sargent © Law Business Research Ltd 2017 [email protected] No photocopying without a CLA licence. Printed and distributed by First published 2015 Encompass Print Solutions Dan White Third edition Tel: 0844 2480 112 [email protected] ISSN 2058-5594 © Law Business Research 2017 CONTENTS Global overview 5 Japan 31 Patrick D Dolan Motohiro Yanagawa, Takashi -
Structured Finance & Restructuring
Ian H. Giddy/NYU Structured Finance-1 Structured Finance & Restructuring Prof. Ian Giddy New York University Structured Finance z Corporate financial restructuring z Asset-backed securitization z Synthetic and whole business securitization z Credit-linked structured finance z Structured financing techniques Debt-linked Equity-linked z Leveraged finance Copyright ©2004 Ian H. Giddy Structured Finance 2 Ian H. Giddy/NYU Structured Finance-2 Structured Finance Copyright ©2004 Ian H. Giddy Structured Finance 3 Assignments z Individual 30% z Team 30% z Caselets 20% z Final 40% Copyright ©2004 Ian H. Giddy Structured Finance 4 Ian H. Giddy/NYU Structured Finance-3 Investor economics SPONSORING COMPANY ACCOUNTS RECEIVABLE Rates Ratings Risk SALE OR Liquidity ASSIGNMENT SPECIAL PURPOSE Spread analysis VEHICLE ISSUES ACCOUNTS ASSET-BACKED RECEIVABLE CERTIFICATES Copyright ©2004 Ian H. Giddy Structured Finance 5 Bowie Rights: Where’s the Money? Copyright ©2004 Ian H. Giddy Structured Finance 6 Ian H. Giddy/NYU Structured Finance-4 Credit-Linked Notes BANK Credit Default Swap SPV Credit Guarantee Deposits Credit- REFERENCE Linked POOL OF LOANS Fee Notes (like spread on bond) T-bonds (ABS) Copyright ©2004 Ian H. Giddy Structured Finance 7 Structure of the US MBS Market MortgageMortgage Loan Loan BankBank (mortgage (mortgage originator) originator) makes makes a a whole whole loan loan Ancillary:Ancillary: brokers, brokers, servicers, servicers, insurers insurers MortgageMortgage Pass-Through Pass-Through FNMAFNMA or or GMAC GMAC (conduit) (conduit) -
The Role of Credit Rating Agencies in Structured Finance Markets
THE ROLE OF CREDIT RATING AGENCIES IN STRUCTURED FINANCE MARKETS FINAL REPORT TECHNICAL COMMITTEE OF THE INTERNATIONAL ORGANIZATION OF SECURITIES COMMISSIONS MAY 2008 BACKGROUND TO THE TASK FORCE WORK In 2003, the Technical Committee of the International Organization of Securities Commissions formed a task force of its members’ principal representatives to study issues related to the activities of credit rating agencies (CRAs). This Chairmen’s Task Force on Credit Rating Agencies (frequently referred to as the CRA Task Force) issued a report in September 2003 describing the role CRAs play in the global capital market and issues that CRAs currently face that may have an impact on the quality of the credit ratings they publish.1 At the same time that the Technical Committee published this report, it also published a set of principles that regulators, CRAs and other market participants might follow as a way to better guard the integrity of the rating process and help ensure that investors are provided with ratings that are timely and of high quality.2 The IOSCO CRA Principles are high-level and meant to be used by CRAs of all types and sizes, using all types of methodologies, and operating under a wide variety of legal and market environments. Shortly after the release of the IOSCO CRA Principles, several CRAs advised IOSCO’s Technical Committee that it would be helpful to them and other market participants, if the Technical Committee were to describe in more detail how the IOSCO CRA Principles might be applied in practice. Subsequently, the CRA Task Force drafted the Code of Conduct Fundamentals for Credit Rating Agencies (IOSCO CRA Code of Conduct)3 designed to serve as a model upon which CRAs could base their own codes of conduct as a way of implementing the IOSCO CRA Principles. -
Securitisation 2020
Securitisation 2020 A practical cross-border insight to securitisation work 13th Edition Featuring contributions from: Allen & Overy LLP Macfarlanes LLP Roschier Advokatbyrå AB Brodies LLP Maples Group Schulte Roth & Zabel LLP Cuatrecasas Mayer Brown Shearman & Sterling LLP Freshfields Bruckhaus McMillan LLP Sidley Austin LLP Deringer LLP Nishimura & Asahi VdA GSK Stockmann Oon & Bazul LLP Walder Wyss Ltd. King & Wood Mallesons Orrick, Herrington & Sutcliffe (Europe) Waselius & Wist Loyens & Loeff Luxembourg S.à r.l. LLP ISBN 978-1-83918-046-0 ISSN 1745-7661 Published by 59 Tanner Street London SE1 3PL United Kingdom Securitisation 2020 +44 207 367 0720 [email protected] th www.iclg.com 13 Edition Group Publisher Rory Smith Editor Jane Simmons Senior Editor Contributing Editor: Sam Friend Rupert Wall Head of Production Suzie Levy Sidley Austin LLP Chief Media Officer Fraser Allan CEO Jason Byles Printed by Stephens & George Print Group Cover image www.istockphoto.com ©2020 Global Legal Group Limited. All rights reserved. Unauthorised reproduction by any means, Strategic Partners digital or analogue, in whole or in part, is strictly forbidden. PEFC Certified Disclaimer This product is from sustainably managed forests and controlled sources This publication is for general information purposes only. It does not purport to provide comprehen- PEFC/16-33-254 www.pefc.org sive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations. -
Structured Finance: Equity
Ian H. Giddy/NYU Structured Finance-1 Structured Finance: Equity Prof. Ian Giddy New York University Structured Finance l Asset-backed securitization l Corporate financial restructuring l Structured financing techniques Copyright ©2002 Ian H. Giddy Structured Finance 2 Ian H. Giddy/NYU Structured Finance-2 When Debt and Equity are Not Enough Assets Liabilities Debt Contractual int. & principal Value Contractual int. & principal Value NoNo upside upside ofof futurefuture SeniorSenior claimsclaims Control via restrictions cashcash flowsflows Control via restrictions Equity ResidualResidual payments payments UpsideUpside and and downside downside ResidualResidual claims claims VotingVoting controlcontrol rightsrights Copyright ©2002 Ian H. Giddy Structured Finance 3 When Debt and Equity are Not Enough Alternatives Assets Liabilities n Collateralized Debt n Asset-securitized Contractual int. & principal n Project financing Value Contractual int. & principal Value NoNo upside upside ofof futurefuture SeniorSenior claimsclaims Control via restrictions cashcash flowsflows Control via restrictions n Preferred Equity n Warrants n Convertible ResidualResidual payments payments UpsideUpside and and downside downside ResidualResidual claims claims VotingVoting controlcontrol rightsrights Copyright ©2002 Ian H. Giddy Structured Finance 4 Ian H. Giddy/NYU Structured Finance-3 Case Studies l Ban Pu Convertible Bond; l Keppel T&T Convertible; l Singapore Warrant Bonds; l Lyons; l Endesa Copyright ©2002 Ian H. Giddy Structured Finance 5 A Day in the Life of the Eurobond Market l Examine the deals uWhich were structured financing? uWhy were each done in that particular form? uWhat determines the pricing? l Can you break the hybrids into their component parts? Copyright ©2002 Ian H. Giddy Structured Finance 6 Ian H. Giddy/NYU Structured Finance-4 A Day in the Life.. -
Structured Finance Bulletin Legal Insights and Trends in the Structured Finance Markets NOTES from the EDITORS JAMES J
Spring 2020 Structured Finance Bulletin Legal Insights and Trends in the Structured Finance Markets NOTES FROM THE EDITORS JAMES J. ANTONOPOULOS CHRISTOPHER J. BRADY MICHAEL P. GAFFNEY In this Spring 2020 edition of our Structured Finance Bulletin, we highlight key trends to watch in 2020 in the fintech, banking and regulatory spaces and in the mortgage and residential and consumer asset-backed securitization spaces. We also take a deep dive into capital relief trades and structuring considerations in synthetic securitizations and discuss the latest in LIBOR replacement, transition preparedness, and the impact of LIBOR replacement on consumer loans. We also look at recent Volcker Rule revisions, developments in the EU securitisation regulation, and initiatives to market and promote green finance. Finally, we describe a recent case that delivered a surprising ruling regarding collateral descriptions in UCC financing statements. Please visit Mayer Brown’s new structured finance blog, Retained Interest, designed to provide clients updates and analysis on legal and regulatory developments impacting the structured finance industry. Our lawyers provide insights related to developments and innovations in the structured finance industry and concise and timely briefings on current issues affecting financial asset transactions. retainedinterest.com Additionally, the Consumer Financial Services Review blog provides insights from an industry-leading group of lawyers within Mayer Brown’s global Financial Services Regulatory & Enforcement practice. For more than 20 years, the Consumer Financial Services group has been recognized for its thought leadership and for providing high-caliber regulatory counseling, enforcement defense and transactional advice to a broad range of consumer financial services providers, including mortgage and auto lenders, consumer finance companies, payment companies, credit card issuers and investment banks. -
The Treatment of Structured Finance Under the Investment Company Act
Chapter 1 The Treatment of Structured Finance under the Investment Company Act I. Introduction and Summary of Recommendations Structured finance is a financing technique in which financial assets, in many cases illiquid, are pooled and converted into capital market instruments.' In a typical structured financing, a sponsor transfers a pool of assets to a limited purpose entity, which in turn issues non-redeemable debt obligations or equity securities with debt-like characteristics ("fixed income securities"). Payment on the securities depends primarily on the cash flows generated by the assets in the underlying pool. Typically, the securities are rated in one of the two highest categories by at least one nationally recognized statistical rating organization ("rating agency"). Issuers that have more assets or that expect to receive more income than needed to make full payment on the fixed income securities also may sell interests in the residual cash flow. Structured finance differs from conventional financing techniques in that it involves the pooling of financial assets, which are then removed from the sponsor's balance sheet. The risks inherent in holding the financial assets are shifted away from the sponsor to investors that believe they are in a better position to accept these risks? As a result, the sponsor may be able to manage its balance sheet better, while gaining access to alternative funding sources. 'Although "structured finance" is the term most commonly used to describe this financing technique, the terms "structured securitized credit," "asset-backed arrangement," "asset-backed financing," and "asset securitization" also are used. We use these terms interchangeably throughout this chapter. -
Lecture 7 – Structured Finance (CDO, CLO, MBS, ABL, ABS)
Investment Banking Prof. Droussiotis Lecture 7 – Structured Finance (CDO, CLO, MBS, ABL, ABS) There are several main types of structured finance instruments. Asset-backed securities (ABS) are bonds or notes based on pools of assets, or collateralized by the cash flows from a specified pool of underlying assets. Mortgage-backed securities (MBS) are asset-backed securities the cash flows of which are backed by the principal and interest payments of a set of mortgage loans. o Residential Mortgage-Backed Securities, (RMBS) deal with Residential homes, usually single family. o Commercial Mortgage-Backed Securities (CMBS) are for Commercial Real Estate such as malls or office complexes. o Collateralized mortgage obligations (CMOs) are securitizations of mortgage-backed securities. Collateralized debt obligations (CDOs) consolidate a group of fixed income assets such as high-yield debt or asset-backed securities into a pool, which is then divided into various tranches. o Collateralized bond obligations (CBOs) are CDOs backed primarily by corporate bonds. o Collateralized loan obligations (CLOs) are CDOs backed primarily by leveraged bank loans. o Commercial real estate collateralized debt obligations (CRE CDOs) are CDOs backed primarily by commercial real estate loans and bonds. Collateral Analysis Collateral is assets provided to secure an obligation. Traditionally, banks might require corporate borrowers to commit company assets as security for loans. Today, this practice is called secured lending or asset-based lending. Collateral can take many forms: property, inventory, equipment, receivables, oil reserves, etc. 45 Investment Banking Prof. Droussiotis Advance Debt Rates (ABL BV of Capacity Facility) Assets based on ($ mm) Collateral Cash 100% 50.00 50.00 A/R 85% 200.00 170.00 Inventory 50% 150.00 75.00 Fixed 50% Assets 300.00 150.00 Investments 50% 100.00 50.00 Total 800.00 495.00 A more recent development is collateralization arrangements used to secure repo, securities lending and derivatives transactions. -
High-Mix, Low-Volume Lean Manufacturing Implementation and Lot Size Optimization at an Aerospace OEM
High-Mix, Low-Volume Lean Manufacturing Implementation and Lot Size Optimization at an Aerospace OEM by Jonathan M. Rheaume Bachelor of Science in Mechanical Engineering, Tufts University (1995) Bachelor of Science in Chemical Physics, Tufts University (1995) Submitted to the Department of Mechanical Engineering and the Sloan School of Management in Partial Fulfillment of the Requirements for the Degrees of Master of Science in Mechanical Engineering and Master of Science in Management In Conjunction with the Leaders for Manufacturing Program at the Massachusetts Institute of Technology June 2003 2003 Massachusetts Institute of Technology. All rights reserved. Signature of Author______________________________________________________________ Department of Mechanical Engineering Sloan School of Management May 2003 Certified by____________________________________________________________________ Deborah Nightingale, Thesis Supervisor Professor of Aeronautics and Astronautics and Engineering Systems Certified by____________________________________________________________________ Donald Rosenfield, Thesis Supervisor Senior Lecturer of Management Certified by____________________________________________________________________ Timothy Gutowski, Thesis Reader Professor of Mechanical Engineering Accepted by____________________________________________________________________ Margaret Andrews, Executive Director of Masters Program Sloan School of Management Accepted by____________________________________________________________________ Ain Sonin, -
The Role of Ratings in Structured Finance: Issues and Implications
Committee on the Global Financial System The role of ratings in structured finance: issues and implications Report submitted by a Working Group established by the Committee on the Global Financial System January 2005 Copies of publications are available from: Bank for International Settlements Press & Communications CH-4002 Basel, Switzerland E-mail: [email protected] Fax: +41 61 280 9100 and +41 61 280 8100 This publication is available on the BIS website (www.bis.org). © Bank for International Settlements 2005. All rights reserved. Brief excerpts may be reproduced or translated provided the source is cited. ISBN 92-9131-676-8 (print) ISBN 92-9197-676-8 (online) Contents Executive summary ..................................................................................................................................1 1. Introduction ....................................................................................................................................4 2. Structured finance markets: structure and development ...............................................................4 2.1 Key characteristics of structured finance.............................................................................4 2.2 Market participants and their roles.......................................................................................5 2.3 Market size...........................................................................................................................7 2.4 Basic structured finance economics ....................................................................................8 -
Ge 2006 Annual Report Ge 2006 Annual and and Invest Invest Deliver Deliver
General Electric Company Fairfield, Connecticut 06828 www.ge.com Invest and Deliver General Electric 2006 Annual Report ge 2006 annual report contents 3 Letter to Investors 12 Winning in the Future 20 Leadership Businesses 24 Execution & Financial Discipline 26 Growth as a Process 34 Our People 40 Governance 44 Citizenship 45 Financial Section 114 Corporate Management 116 Corporate Information ithograph Performance Summary Throughout the economic cycles, GE’s long-term financial goals are: organic revenue growth of 2–3X GDP; greater than 10% annual earnings growth; operating cash flow exceeding earnings growth; and a return on average total capital of 20%. CONSOLIDATED REVENUES 2002 2003 2004 2005 2006 here is how ge performed in 2006: (In $ billions) 163 148 • Continuing revenues increased 10% to • GE continued to earn the respect of the 134 112 113 $163.4 billion. Organic revenue growth business world. GE was named FORTUNE was 9%. magazine’s “Most Admired Company” for • Earnings from continuing operations grew the second straight year, and GE ranked 11% to $20.7 billion. Earnings in four of second in Barron’s annual survey of the six businesses grew by more than 10%. world’s most respected companies. Industrial operating profi t expanded • GE has substantial fi nancial strength. 40 basis points to 15.2%. The Company remained one of only six “Triple-A”-rated U.S. industrial companies. DILUTED EARNINGS PER SHARE FROM CONTINUING • Cash flow from operating activities (CFOA) Our global pension plans have more than OPERATIONS BEFORE ACCOUNTING CHANGES was $24.6 billion, up 14%. Industrial cash $60 billion in assets, a surplus of nearly 2002 2003 2004 2005 2006 flow grew 7%. -
GE Annual Report 2007
General Electric Company GE Annual Report 2007 Fairfi eld, Connecticut 06828 www.ge.com Invest and Deliver Every Day General Electric 2007 2007 Annual Report Delivering for You CONSOLIDATED REVENUES 2003 2004 2005 2006 2007 (In $ billions) 173 152 137 124 105 Compounded annual growth rate of 13% aph EARNINGS FROM CONTINUING OPERATIONS BEFORE ACCOUNTING CHANGES 2003 2004 2005 2006 2007 (In $ billions) 22.5 19.4 17.4 15.6 Compounded 13.3 annual growth rate of 14% CONTENTS TOP TEN 2007 GROWTH FACTS ABOUT YOUR COMPANY 1 Letter to Investors 12 Invest and Deliver … Every Day • Third straight year of organic revenue growth of 2 to 3 times GDP growth 36 Governance • Earnings per share (EPS) of $2.20, an increase of 18% 38 Citizenship • Global revenue growth of 22%, more than half of revenues outside the U.S. 39 Financial Section 114 Corporate Management • Orders growth of 18% 116 Corporate Information • Equipment backlog of $49 billion, an increase of 54%; service backlog Visit our interactive online annual report Thanks to the customers, partners and GE employees who appear in this annual report for contributing of $109 billion, an increase of 17% at www.ge.com/annual07 their time and support. • Financial services assets growth of 16% This document was printed on paper that contains • Free cash fl ow of $19 billion; industrial cash from operating activities from 10% to 100% post-consumer material. The majority of the power utilized was renewable growth of 15% energy, produced with GE’s wind and biogas technologies, and powered by GE steam engines nd • Dividend increase of 11%, 32 straight annual increase and turbine engines.