{"id":906,"date":"2014-02-25T11:56:38","date_gmt":"2014-02-25T16:56:38","guid":{"rendered":"http:\/\/www.us-covered-bonds.com\/staging\/9690\/?p=906"},"modified":"2022-03-31T14:29:35","modified_gmt":"2022-03-31T18:29:35","slug":"the-case-for-u-s-covered-bonds","status":"publish","type":"post","link":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/2014\/02\/25\/the-case-for-u-s-covered-bonds\/","title":{"rendered":"The Case for U.S. Covered Bonds"},"content":{"rendered":"<p style=\"font-family:'Georgia';font-variant:small-caps; font-size:80%; font-weight:700; margin: 0 0 0 0;\">Updated: 5\/18\/2015<\/p>\r\n<div class=\"j1col2no\">\r\n<span style=\"text-align:justify;\">\r\n\r\n<a href=\"http:\/\/www.us-covered-bonds.com\/staging\/9690\/2014\/02\/25\/the-case-for-u-s-covered-bonds\/us-capitol\/?csspreview=true\" rel=\"attachment wp-att-883\"><img decoding=\"async\" loading=\"lazy\" class=\"j2photo\" src=\"\/wp-content\/uploads\/2014\/02\/US-Capitol-300x166.jpg\" title=\"U.S. Capitol\" width=\"250\" style=\"margin:0 0 0 0.625em; float:right;\" \/><\/a><p>Two U.S. banks issued covered bonds in 2006 and 2007. No U.S. banks have issued covered bonds since, due in part to the complexity of issuing structure used by U.S. banks. Legislation to implement covered bonds in the U.S. would change this.  The benefits of covered bonds to both the issuing bank and to investors is set out below.  These benefits would seem to provide a strong rationale for passing covered bond legislation.<\/p>\r\n\r\n<p>The covered bond market in Europe is about $3 trillion of outstanding bonds.  This suggests that covered bonds could provide a significant funding instrument for banks in the U.S.  While no one expects covered bonds to provide all of the funding for residential mortgage loans in the U.S., given the historic role of the federal government in the market, covered bonds could be a significant factor.  The combination of covered bonds, RMBS, FHLB loans and GNMA\/FNMA\/FHLMC would provide banks with improved diversity of funding.<\/p><\/span>\r\n<\/div>\r\n<hr>\r\n<div class=\"j1col2no\">\r\n<h4 id=\"what_are\">What are covered bonds?<\/h4>\r\n<span style=\"float:right; padding:5px; margin-left:10px;\"><a href=\"http:\/\/www.pli.edu\/Content\/Treatise\/Covered_Bonds_Handbook\/_\/N-4lZ1z13i7w?fromsearch=false&#038;ID=67331\" target=\"_blank\" rel=\"noopener noreferrer\"><img decoding=\"async\" loading=\"lazy\" src=\"\/wp-content\/uploads\/2015\/05\/CB-Handbook.png\" alt=\"CB Handbook\" \/><\/a><\/span>\r\n<span style=\"text-align:justify;\"> <p>Covered bonds are senior, secured debt of a regulated financial institution.  As in typical secured debt, if the issuing bank defaults, the collateral is used to cover any shortfall in payments due by the bank on the covered bonds.  With covered bonds there is the added feature that, so long as there is sufficient collateral, the covered bonds are not accelerated, but rather paid on their scheduled payment dates.   If the collateral at any time is inadequate to make all scheduled payments on the covered bonds, all outstanding covered bonds are accelerated and paid pro rata from the proceeds of the collateral in the same manner as typical secured debt.  For a detailed description of covered bonds, see <u>Covered Bonds Handbook<\/u> available from the <a href=\"http:\/\/www.pli.edu\/Content\/Treatise\/Covered_Bonds_Handbook\/_\/N-4lZ1z13i7w?fromsearch=false&#038;ID=67331\" target=\"_blank\" rel=\"noopener noreferrer\">Practicing Law Institute<\/a>.  See also the <a href=\"https:\/\/www.mayerbrown.com\/experience\/Covered-Bonds\/\" target=\"_blank\" rel=\"noopener noreferrer\">Covered Bond website<\/a> at Mayer Brown LLP.<\/p>\r\n\r\n<span style=\"float:right; padding:5px; margin-left:10px;\"><a href=\"https:\/\/www.globalcapital.com\/maps\/coveredbonds\/2017\/index.html\" target=\"_blank\" rel=\"noopener noreferrer\"><img decoding=\"async\" loading=\"lazy\" src=\"\/wp-content\/uploads\/2018\/08\/CB-Map-2018.png\" alt=\"CB Map\" width=\"250px\" \/><\/a><\/span>\r\n<p>Covered bonds come in differed forms, depending on the jurisdiction of the issuer.  In some jurisdictions, such as Germany, the collateral is held by the issuing bank and is isolated on its balance sheet and pledged to support the bonds.  In other jurisdictions, such as the U.K., the collateral is transferred to a subsidiary of the issuing bank and the subsidiary guarantees bonds issued by the bank and secures the guarantee with the collateral.  (<i>See<\/i> the accompanying map of the covered bond market, provided by <a href=\"https:\/\/www.globalcapital.com\/maps\/coveredbonds\/2017\/index.html\" target=\"_blank\" rel=\"noopener noreferrer\">Global Capital<\/a>, for a list of jurisdictions with covered bonds.) The subsidiary, in effect, is only a security device to hold the collateral separate from the issuing bank in case of its insolvency. This two-tier arrangement is necessary in jurisdictions that do not have a special statute for covered bonds.  <\/p>\r\n\r\n<p>The collateral and any related interest rate and currency swaps are referred to as the \u201ccover pool.\u201d  For the protection of investors, the adequacy of the assets in the cover pool to pay the covered bonds as scheduled is tested monthly.  If the test is not passed, additional collateral must be added to the cover pool by the issuer.<\/p>\r\n\r\n<p>Most often the collateral consists of residential mortgage loans, but some jurisdictions permit commercial mortgage loans, ship mortgage loans, and obligations of public sector entities.<\/p>\r\n\r\n<p>In the single tier form, it is clear that the collateral continues to be owned by the issuing bank and is simply pledged to support the bonds.  In the two-tier structure, the collateral is transferred to the subsidiary, but the bank continues to have an economic interest in the performance of the collateral.  The collateral held by the subsidiary will be consolidated back onto the balance sheet of the issuing bank and losses on the collateral will be losses, on a consolidated basis, for the bank.  Thus the bank continues to own the collateral as an indirect owner.  <\/p> \r\n\r\n<div style=\"width:40%; float:right; padding: 5px; margin-left: 10px;\">\r\n<a href=\"http:\/\/www.us-covered-bonds.com\/staging\/9690\/wp-content\/uploads\/2014\/03\/NY2-730277-v1-ASF_2014_Covered_Bonds_-_Concepts_and_Topics.pdf\" target=\"_blank\" rel=\"noopener noreferrer\"><img decoding=\"async\" loading=\"lazy\" src=\"\/wp-content\/uploads\/2014\/08\/Slide1-300x225.jpg\" alt=\"ASF 2014\" width=\"100%\" \/><\/a><\/div>\r\n\r\n<p>Covered bonds, then, are dual recourse instruments \u2013 the holder will look first to the bank for payment and, if the bank is unable to pay, the investor will look to the collateral.  Thus the creditworthiness of the bank is of primary concern to investors and the collateral is of secondary concern. <i>See<\/i> the slides presented at ASF 2014 for more detail on structure. <\/p><\/span>\r\n<\/div>\r\n<hr>\r\n<div class=\"j1col2no\">\r\n<h4>Investor diversity.<\/h4>\r\n<span style=\"text-align:justify;\"> <p>The investors who purchase covered bonds typically purchase sovereign debt and agency debt.\u00a0 They do not typically purchase corporate bonds or ABS securities.\u00a0 These investors seek investments with low risk of principal acceleration due to issuer default or insolvency.\u00a0 The certainty of payment at, but not before, maturity is an important feature.\u00a0 Accordingly, this is a class of investors that an issuing bank does not reach except by issuing covered bonds, providing important diversity of funding for the issuing bank.<\/p>\r\n\r\n<p>The investor base is comprised primarily of banks, central banks and investment funds.\u00a0 Banks and central banks together are often 50% to 70% of the investor base of an offering.<\/p><\/span>\r\n<\/div>\r\n<hr>\r\n<div class=\"j1col2no\">\r\n<h4>Excellent funding rates.<\/h4>\r\n<span style=\"text-align:justify;\"> <p>This conservative class of investors is seeking a return that exceeds that of sovereign or agency debt, but with a similar risk profile.\u00a0 This permits the issuing bank to fund itself with covered bonds at very attractive rates.\u00a0 In fact, other than in times of severe turmoil, covered bonds are viewed as a \u2018rates\u2019 product and not a \u2018credit\u2019 product, similar to sovereign and agency debt.<\/p>\r\n\r\n<p>For example, TD Bank in 2012 issued $3 billion of 5 year covered bonds at mid-swaps plus 45.\u00a0 RBC in 2013 issued $2 billion of 5 year covered bonds at mid-swaps plus 43. This is very attractive funding.  BNS in 2014 issued \u20ac1.250 billiion of three year covered bonds at mid-swaps minus 4. <\/p><\/span>\r\n<\/div>\r\n<hr>\r\n<div class=\"j1col2no\">\r\n<h4>Transparent to regulators.<\/h4>\r\n<span style=\"text-align:justify;\"><p>From a regulator\u2019s perspective, a bank\u2019s exposure on its covered bonds is simpler to analyze than its securitization exposure.\u00a0 As the numerous recent litigation settlements by banks has shown, securitization exposes banks to the risk of significant cost that is not apparent in the financial statements or other disclosures of the banks.\u00a0 JPMorgan, for example, in a single settlement with the Justice department and various State attorneys general, recently settled one set of claims for $12 billion.\u00a0 The aggregate settlement amount to date in the U.S. for the banking industry in early 2014 was estimated to be around $100 billion and there is more to come.\u00a0 This exposure was not apparent to regulators pre-crisis.\u00a0 Securitization had been viewed by banks and regulators as a transfer of risk of the assets to investors, relieving the banks of exposure to the assets.<\/p>\r\n\r\n<p>Covered bonds do not present this hidden risk to regulators because the assets in the cover pool remain on the balance sheet of the issuing institution.\u00a0 The nature and performance of the assets is a constant audit and financial reporting item, readily apparent to the supervising agencies.\u00a0 Because the issuing institution retains 100% of the risk on the assets, it has a strong incentive to monitor and maintain high origination standards.\u00a0 This incentive tends to align the interests of the banks and the regulators in a way that securitization never will.<\/p><\/span>\r\n<\/div>\r\n<hr>\r\n<div class=\"j1col2no\">\r\n<h4>Friendly to borrowers.<\/h4>\r\n<span style=\"text-align:justify;\"> <p>Covered bonds are friendlier to borrowers than securitization.\u00a0In a securitization, loans are sold to a securitization vehicle; the selling bank ceases to be a contractual party to the loans.\u00a0 As a consequence, the securitization entity acquires the right to make any and all decisions with respect to granting payment rescheduling or other relief to a borrower in financial difficulty or foreclosing on property securing a loan.\u00a0 Securitization entities are bound typically by a trust agreement or pooling agreement that spells out all actions the entities may take with respect to the loans.\u00a0 These provisions generally do not provide for discretion to be exercised by the securitization entities to work with borrowers to avoid default and foreclosure.<\/p>\r\n\r\n<p>The transfer of a loan to the securitization entity means that a borrower can no longer discuss with his lender alternatives that the lender might offer to avoid default.\u00a0 The lender no longer has the power to effect any relief for a deserving borrower.\u00a0 That power has been transferred to a securitization entity and the securitization entity is typically bound by agreements not to provide such relief.<\/p>\r\n\r\n<p>Additionally the borrower often has difficulty determining who may have some ability to grant relief.\u00a0 The borrower\u2019s loan may have been transferred through several entities before reaching the securitization entity.\u00a0 And securitization entities do not have employees.\u00a0 All actions of securitization entities are performed under contract by third parties including trustees and loan servicers.\u00a0 Consequently, even identifying the party that may have the power to grant relief can be hard.\u00a0 And if identified, locating the appropriate person at the third party can be yet another difficult task for a borrower.<\/p>\r\n\r\n<p>Covered bonds do not create this obfuscation.\u00a0 Each loan continues to be owned by the originating lender, who retains all rights to amend the loan or the payment terms or otherwise accommodate a borrower to preserve a performing loan.\u00a0 It is possible that the loan may cease to be qualified to be included in a cover pool, but in that case, the lender simply substitutes another loan for the loan being worked out.\u00a0 And from the borrower\u2019s perspective, the borrower always deals solely with the lender that the borrower originally chose to borrow from and should have little difficulty identifying who in the organization might be able to provide relief.<\/p><\/span>\r\n<\/div>\r\n<hr>\r\n<div class=\"j1col2no\">\r\n<h4>Analytically simpler for investors.<\/h4>\r\n<span style=\"text-align:justify;\"> <p>Covered bonds also provide simplicity for an investor.\u00a0 In contrast, a securitization presents a considerably more complex investment decision.\u00a0 Securitizations typically involve complex security class structures that result in complex payment provisions.\u00a0 An RMBS offering may involve 20 or 25 classes of securities supported from a single pool of loans.\u00a0 And the class structures and payment mechanisms and priorities are very seldom the same on consecutive offerings.\u00a0 Accordingly, on each offering an investor must commit significant resources to analyzing the precise terms of the proposed investment, in addition to analyzing the performance risks of the collateral pool, which will be unique for each offering.\u00a0 And finally, the risk of early or delayed principal repayment must be analyzed, which risk can be critical to assessing the value of each class of securities.<\/p>\r\n\r\n<p>Covered bonds, on the other hand, provide a simpler challenge to the investor.\u00a0 A covered bond is primarily a senior debt offering of a regulated financial institution.\u00a0 The institution is usually reviewed by several investment industry credit analysts, files extensive financial statements with regulators and exchanges, and has listed common stock that has a long history of public pricing.\u00a0 The institution is audited regularly by independent auditors and supervised by regulators.\u00a0 Moreover the senior debt of the institution is rated by rating agencies and traded in the secondary market, providing important pricing transparency and indications of continuing credit evaluations.<\/p>\r\n\r\n<p>Only if the issuing institution defaults on its covered bond debt does the strength of the cover pool become important.\u00a0 Until then the issuing institution is bound to continually refresh the cover pool with new loans to replace delinquent, defaulted or matured loans.\u00a0 At all times prior to the default of the institution, the cover pool should consist of fully performing loans.<\/p>\r\n\r\n<p>And while the cover pool may vary over time as new loans are added to the pool, the investor\u2019s burden of analysis is considerably simpler than in a securitization.\u00a0 First, all outstanding series of covered bonds of an issuing institution are secured by the same cover pool.\u00a0 New assets can be added to the cover pool only if they satisfy the eligibility criteria that are set when the covered bond program is first established.\u00a0 Thus an investor analyzes the strength of the cover pool once at its first purchase of a covered bond from an issuing institution based on the eligibility criteria and can purchase subsequent offerings by conducting a simplified \u2018bring down\u2019 analysis of continuing loan performance.<\/p>\r\n\r\n<p>Moreover, covered bonds are not tranched, so there is no complex class structure and payment mechanism or priority. \u00a0And, because covered bonds are bullet pay securities, there is no prepayment risk to analyze.\u00a0 Covered bonds are primarily a payment obligation of the issuing institution, so the credit analysis is primarily an analysis of the credit worthiness of the issuing institution.\u00a0 This is a risk that is publicly reviewed by other analysts and supervised by regulatory authorities.<\/p>\r\n\r\n<p>And, finally, the risk attendant to senior debt of being written down, or possibly eliminated or converted to equity, in the insolvency of an issuing institution is not present with covered bonds because the cover pool will continue to pay the covered bonds through their maturity date independent of the outcome of the resolution of the failed issuing institution.<\/p><\/span>\r\n<\/div>\r\n<hr>\r\n\r\n","protected":false},"excerpt":{"rendered":"Updated: 5\/18\/2015 Two U.S. banks issued covered bonds in 2006 and 2007. No U.S. banks have issued covered bonds since, due in part to the complexity of issuing structure used by U.S. banks. Legislation to implement covered bonds in the U.S. would change this. The benefits of covered bonds to both the issuing bank and&hellip; <a class=\"more-link\" href=\"https:\/\/www.us-covered-bonds.com\/staging\/3708\/2014\/02\/25\/the-case-for-u-s-covered-bonds\/\">Continue reading <span class=\"screen-reader-text\">The Case for U.S. Covered Bonds<\/span><\/a>","protected":false},"author":1,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"nf_dc_page":"","footnotes":""},"categories":[16],"tags":[22],"class_list":["post-906","post","type-post","status-publish","format-standard","hentry","category-pros-and-cons-of-cbs","tag-us-legislation","entry"],"jetpack_featured_media_url":"","_links":{"self":[{"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/posts\/906","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/comments?post=906"}],"version-history":[{"count":11,"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/posts\/906\/revisions"}],"predecessor-version":[{"id":6736,"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/posts\/906\/revisions\/6736"}],"wp:attachment":[{"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/media?parent=906"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/categories?post=906"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.us-covered-bonds.com\/staging\/3708\/wp-json\/wp\/v2\/tags?post=906"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}