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What Are Covered Bonds and Why Should Anyone Care?

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What Are Covered Bonds and Why Should Anyone Care? What are Covered Bonds and Why Should Anyone Care? Michael S. Gambro, Anna H. Glick, Frank Polverino, Patrick T. Quinn, and Jordan M. Schwartz The authors believe that, given the current political impetus to promote lower costs of funds and greater liquidity for mortgage nancing and a diversity of funding sources, there will be rapid developments in the area of covered bonds. Covered bonds are a form of long-term secured nanc- the issuer’s credit rating. Covered bonds may be issued ing that has been used in Europe for centuries but have pursuant to a specic statutory framework or on a not previously gained popularity in the U.S. credit contractual basis. A structured nance legal structure markets. To date, only two issuers in the United States may be utilized in jurisdictions like the U.S. that lack a have issued covered bonds. However, in light of the statutory framework, or for transactions that do not t recent turmoil in the credit markets, covered bonds are within an existing statutory framework. being promoted as a technique to stimulate the capital markets and provide a long-term funding source for mortgage loan originators. Comparison of Covered Bonds and Mortgage- On July 15, 2008, a nal Covered Bond Policy Backed Securities Statement (the ‘‘Policy Statement’’) was issued by the Federal Deposit Insurance Corporation (the ‘‘FDIC’’).1 Although both mortgage-backed securities (‘‘MBS’’) In addition, on July 28, 2008, the United States Depart- and covered bonds are potential sources of long-term ment of the Treasury issued a best practices guide funding for mortgage loans, there are several signi- intended to ‘‘encourage growth of the covered bond cant dierences between them: market in the United States.’’2 Although no specic E In a typical MBS transaction, the mortgage loans covered bond statute exists in the United States at this are generally treated as having been sold under time, on July 30, 2008, Congressman Scott Garrett (R- current U.S. accounting principles and thus NJ) introduced covered bond legislation.3 removed from the sponsor’s balance sheet. In a covered bond transaction, the mortgage loans What is a Covered Bond? securing the covered bonds remain on the spon- sor’s balance sheet. A covered bond is a security issued by a bank or simi- lar institution that provides on-balance sheet funding E The composition of the cover pool is dynamic in of assets. In general, covered bonds provide recourse that nonperforming (or prepaying) mortgage to both the issuer’s credit and a ‘‘cover pool’’ of high loans must be replaced with performing mortgage quality assets that are insulated or ‘‘ring-fenced’’ from loans or other permitted substitution collateral. In the issuer’s insolvency. As a result of the cover pool, contrast, the pool of mortgage loans underlying covered bonds may receive a credit rating higher than an MBS transaction is static and continues to back the MBS until maturity. The authors, partners with Cadwalader, Wickersham & Taft LLP, can be Covered bonds are structured to minimize the risk reached at [email protected], [email protected], E [email protected], [email protected], and of prepayment in the event of an issuer default [email protected], respectively. prior to maturity of the bonds. In U.S. deals, this THE REAL ESTATE FINANCE JOURNAL/WINTER 2009 59 What are Covered Bonds and Why Should Anyone Care? is accomplished through an investment contract days upon an FDIC conservatorship or 90 days upon that covers payments on the covered bonds from an FDIC receivership. Therefore, if the FDIC fails to default until maturity. MBS investors, in contrast, make interest payments on covered bonds during the are exposed to prepayment risk, including pre- stay period, covered bondholders would not be able to payment as a result of default. realize on the assets in the cover pool without the consent of the FDIC. Even if the stay period expires, E Covered bonds provide investors with recourse to the sponsor in the event the collateral for the the FDIC only permits foreclosure if it is a self-help covered bonds is insucient to pay the investors remedy that does not require involvement of the FDIC. principal and interest owed on the covered bonds. Otherwise, the FDIC may require any realization upon MBS investors, on the other hand, generally do the assets in the cover pool be eected through the not have any recourse to the sponsor in the event FDIC claims process, resulting in a potentially signi- of repayment of an amount less than the principal cant delay in restitution to covered bondholders. and interest owed. To help ensure that the covered bonds remain outstanding to maturity after a repudiation or liquida- tion of the cover pool, U.S. covered bonds issued to Regulatory Hurdles to U.S. Covered Bonds date have been structured to include an investment In Europe, covered bonds are issued pursuant to statu- contract such as a guaranteed investment contract, de- tory frameworks that exclude the cover pool from the posit agreement or similar instrument (a ‘‘specied insolvency estate of the covered bond issuer. In con- investment contract’’) purchased from a third party. trast, the lack of clear statutory or regulatory manage- The structure can be summarized as follows: an IDI is- ment of insolvency risks has been cited as a cause for sues full recourse mortgage bonds secured by residen- the lack of issuance of covered bonds in the U.S. Only tial mortgage loans to a special purpose vehicle (an two U.S. issuers, Bank of America, N.A. and Washing- ‘‘SPV’’), typically a Delaware statutory trust. The SPV ton Mutual Bank, have issued covered bonds to date. issues covered bonds in the same principal amount to Both of these issuances predate the new regulatory investors. The covered bonds issued by the SPV are guidance discussed in this article. secured by the mortgage bonds issued by the IDI. The Insolvency risk exists in part due to the regulatory SPV enters into the specied investment contract, scheme applicable to potential U.S. issuers of covered which provides for the investment of repudiation or bonds. For an issuer eligible to le for bankruptcy liquidation proceeds in order to provide for payments protection under the U.S. Bankruptcy Code,4 foreclo- on the covered bonds to be made as scheduled until sure on the assets of the cover pool securing the their maturity date. The SPV also enters into one or covered bonds would be subject to the automatic stay more swap agreements to cover certain mismatches provisions of the Bankruptcy Code upon the issuer’s between the rate, amount, currencies and/or timing of bankruptcy, and the claims on the covered bonds payments on the SPV’s assets and the covered bonds. would be subject to resolution in the bankruptcy case. The IDI would be responsible for the cost of obtaining That would expose the covered bondholders to the risk and maintaining the specied investment contract, any of a ‘‘cram down’’ in which the covered bond obliga- swap agreement and any other liquidity arrangements tions could be restructured. needed to ensure continued payment on the covered bonds if the FDIC fails to continue making payments Banks and other ‘‘insured depository institutions’’ on the covered bonds following the IDI’s insolvency. (‘‘IDIs’’), on the other hand, are not eligible for protec- tion under the U.S. Bankruptcy Code, but would be subject to conservatorship or receivership of the FDIC What Does the FDIC Policy Statement Do? upon insolvency. The conservatorship or receivership The Policy Statement was intended to clarify the treat- of an IDI raises two types of insolvency risk for inves- ment of covered bonds upon the insolvency of the is- tors in covered bonds issued by an IDI: that the FDIC suer, and to reduce the costs associated with the ad- would repudiate the obligation of the IDI to perform ditional liquidity required by such structures. on the covered bonds and elect to pay repudiation dam- The Policy Statement provides that if the FDIC ages, and that during the 45 or 90 day stay on foreclo- elects to repudiate an IDI’s contractual obligations with sure pursuant to 12 U.S.C. § 1821(e)(13), the assets of respect to a covered bond, the repudiation damages are the cover pool would be unavailable to pay the covered ‘‘limited to’’ par plus accrued interest to the date of bonds. As conservator or receiver of an insolvent IDI, appointment of the FDIC. However, in the ‘‘Back- the FDIC is allowed a ‘‘reasonable time’’ to determine ground’’ portion of the Policy Statement, the FDIC either to arm or repudiate a contract of the IDI. In the states that if the FDIC repudiates the covered bonds or event of repudiation, the FDIC would be required to defaults in a payment, ‘‘the par value of the covered pay repudiation damages. bonds plus interest accrued to the date of appointment The other risk is that due to the operation of the stay of the FDIC would be paid in full up to the value of the on foreclosure referred to above, the cover pool cannot collateral.’’ The FDIC states that if the value of the as- be liquidated, without FDIC consent, sooner than 45 sets in the cover pool exceeds par plus accrued interest 60 THE REAL ESTATE FINANCE JOURNAL/WINTER 2009 to the date of the FDIC’s appointment as receiver or What Issues Did the Policy Statement Fail to conservator, the FDIC would recover the excess, and if the value of the assets in the cover pool is less than par Resolve? plus accrued interest to the date of the FDIC’s appoint- The Policy Statement did not adopt the requests made ment as receiver or conservator, the shortfall amount in comment letters to include as part of the repudiation would constitute an unsecured claim against the IDI.
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