Secured loan structures

A true sale structure, while appropriate for the securitisation of closed-end loans, is likely to have unfortunate tax implications where a property owner wishes to retain overall economic benefit of the asset. This can be overcome through a secured loan structure. 

Under the secured loan structure, the trustee might find it necessary under certain circumstances to enforce the fixed and floating charges. Such circumstances could include unremedied events of default under the issuer-borrower loan, or if third-party creditors were to attempt to put the company into administration. In this case, the trustee would seek to have an administrative receiver appointed on behalf of the secured creditors. However, the process could disrupt the receipt and payment of cash flows. The ratings of the notes are based on timely payment of interest (and sometimes principal) so the transaction will include some form of liquidity support, which is typically sized to enable the issuer to cover one year s debt service. 

Furthermore it is not just submarine patents on IP that can cause problems. There may also be issues relating to manufacture, obligations secured against product rights which may include leases, covenants for loan guarantees and similar structures which can lurk in a company behind a product as an unseen liability. In certain cases a product or other assets of a company may not even be divested without the permission of a financial institution or equity holder who holds such a covenant or lien. This can mean a requirement to make a settlement with that institution outside the terms of an acquisition and can add considerably to the costs of a transaction both in time and in money. 

Whatever the structure, however, it is the performance of an underlying ring-fenced pool of commercial property backed loans (and therefore the commercial property itself) that will primarily determine the performance of the securitisations, and we believe that it is probably more appropriate, from an investor s perspective, to group transactions according to the type of credit analysis that is most useful for comparing these securities. 

Large multiborrower deals, where numerous commercial property loans, originated to numerous borrowers and secured on a variety of properties are grouped together into one transaction, in a similar way to a traditional residential mortgage deal. Such a deal may be either a traditional true sale transaction or a synthetic credit-linked structure. 

There are two basic forms of pooled commercial mortgage transactions the true sale and the synthetic structures. The true sale mechanism, as its name suggests, involves the sale of assets from the originator s balance sheet to an SPV, which are then used as security for the issue of notes to investors. Synthetic structures, by contrast, involve the creation of a credit derivative linked to the performance of a pool of loans. The loans themselves remain on the balance sheet of the originator but the credit risks associated with these loans are transferred through the credit derivative to investors. Synthetic structures can simplify the issuance process and avoid many of the complexities (and costs) associated with the sale of assets in many jurisdictions. 

Following the substitution period, the transaction typically enters the amortisation period, during which principal collected from receivables is passed through to noteholders. This may lead to a degree of variability in the average life of the security if the borrowers repay their loans more quickly or slowly than the modelled prepayment speed used to price the notes. Exhibit 14.10 shows a simplified paydown structure for the FIAT 1 transaction. 

Credit-linked notes are hybrid securities, generally issued by an investment-grade entity, that combine a credit derivative with a vanilla bond. Like a vanilla bond, a standard CLN has a fixed maturity structure and pays regular coupons. Unlike bonds, all CLNs, standard or not, link then-returns to an underlying asset s credit-related performance, as well as to the performance of the issuing entity. The issuer, for instance, is usually permitted to decrease the principal amount if a credit event occurs. Say a credit card issuer wants to fond its credit card loan portfolio by issuing debt. To reduce its credit risk, it floats a 2-year credit-linked note. The note has a face value of 100 and pays a coupon of 7.50 percent, which is 200 basis points above the 2-year benchmark. If more than 10 percent of its cardholders are delinquent in making payments, however, the note s redemption payment will be reduced to 85 for every 100 of face value. The credit card issuer has in effect purchased a credit option that lowers its liability should it suffer a specified credit event—in this case, an above-expected incidence of bad debts. 

The loans underlying commercial mortgage-backed securities are, as the name implies, for commercial, as opposed to residential, properties. CMBSs trade like other mortgage securities but differ in structure. 

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