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Guest Editor’s Letter 客座编辑来信
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-11-07 DOI: 10.3905/jsf.2019.25.3.009
J. Stern
1. Jeffrey Stern 1. is a partner and co-chair of the structured finance practice at Winston & Strawn LLP in New York, NY. (jstern{at}winston.com) 1. To order reprints of this article, please contact David Rowe at d.rowe{at}pageantmedia.com or 646-891-2157. This past September, I
1.杰弗里·斯特恩1。是纽约Winston&Strawn LLP的合伙人和结构化金融业务联席主席。(jstern{at}winston.com)1。要订购这篇文章的转载,请通过d.Rowe联系David Rowe{at}pageantmedia.com或646-891-2157。今年九月,我
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引用次数: 0
Cayman Islands Corporate Law as a Tool for Innovative CLO Warehouse Structuring 开曼群岛公司法作为创新CLO仓库结构的工具
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-11-07 DOI: 10.3905/jsf.2019.1.084
P. Paschalides, James. Burch, S. Ennis, K. Green, C. Dibben
The Cayman Islands is well known to be the jurisdiction of choice for structured finance transactions due to its robust legislation and judicial framework, its creditor friendly nature, its familiarity to market participants (in particular, rating agencies), and the list goes on. What is less obvious, and arguably more intriguing, is the increased reliance on basic features of Cayman Islands corporate law to facilitate innovative structuring, particularly at the warehouse stage of a collateralized loan obligation transaction, and create greater efficiencies in transaction execution. The existence of these features is not novel; however, their increased adoption is. In this article, the authors explore the most commonly utilized features and the ways in which they support transaction innovation. TOPICS: CLOs, CDOs, and other structured credit; legal and regulatory issues for structured finance Key Findings • The flexibility of the Cayman Islands corporate regime allows for bespoke structuring. • There is an ever-increasing reliance on basic corporate law features to support transaction innovation. • Cayman as a jurisdiction is commercially responsive, facilitating efficient transaction execution through a robust statutory framework and evolving market practices.
众所周知,开曼群岛因其健全的立法和司法框架、对债权人友好的性质、对市场参与者(特别是评级机构)的熟悉程度而成为结构性融资交易的首选司法管辖区,这样的例子不胜数。不那么明显,但可以说更有趣的是,越来越多地依赖开曼群岛公司法的基本特征,以促进创新结构,特别是在抵押贷款义务交易的仓库阶段,并提高交易执行效率。这些特征的存在并不新奇;然而,他们越来越多的采用是。在本文中,作者探讨了最常用的特性以及它们支持事务创新的方式。主题:clo、cdo和其他结构性信贷;•开曼群岛公司制度的灵活性允许定制结构。•越来越依赖公司法的基本特征来支持交易创新。•开曼群岛作为一个商业司法管辖区,通过健全的法律框架和不断发展的市场实践,促进高效的交易执行。
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引用次数: 0
LIBOR and EU Securitization Changes 伦敦银行同业拆借利率与欧盟证券化变化
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-11-07 DOI: 10.3905/jsf.2019.1.086
Andriana Loukanari, Christian Berardo
Two major regulatory changes will significantly affect collateralized loan obligations (CLOs): the phasing out of support for LIBOR in 2021 and the European Union Securitization Regulations, which came into effect in January 2019. These changes will affect borrowers of capital, investment managers who securitize loans, investors in CLOs, and activity of trustees in this market. As markets prepare to transition away from LIBOR, the Fed’s Alternative Reference Rates Committee has established the secured overnight financing rate (SOFR) as its recommended benchmark interest rate. A collateral manager’s transition to using SOFR may require the assistance of a trustee to navigate the change. The EU Securitization Regulation imposes new standards of transparency, risk retention, and due diligence for issuers of and investors in securitizations. The new regulation will affect issuers of securitizations in any jurisdictions that market their products to investors in the EU. With a changing market, collateral managers and trustees should be prepared with language and systems in place to manage the transitions they may face. Ensuring that all parties are informed and prepared will abate market uncertainty and provide continuity. TOPICS: CLOs, CDOs, and other structured credit; legal and regulatory issues for structured finance; financial crises and financial market history Key Findings • As markets prepare for a transition away from using LIBOR as the benchmark interest rate, the Fed’s Alternative Reference Rates Committee has established the secured overnight financing rate as its recommended alternative. A collateral manager’s transition to using SOFR could be challenging and may require the cooperation of a trustee in navigating the change. • The EU Securitization Regulation, which came into effect in January 2019, imposes new standards of transparency, risk retention, and due diligence for issuers of and investors in securitizations. The new regulation will affect issuers of securitizations in any jurisdictions that market their products to investors in the EU. • With a changing market for CLOs, collateral managers and trustees should be prepared with language and systems in place to manage the transitions they may face proactively. Ensuring that all parties are informed and prepared will help to abate market uncertainty and provide continuity.
两大监管变化将对抵押贷款义务产生重大影响:2021年逐步取消对伦敦银行同业拆借利率的支持,以及2019年1月生效的《欧盟证券化条例》。这些变化将影响资本的借款人、将贷款证券化的投资经理、CLO的投资者以及该市场中受托人的活动。随着市场准备从伦敦银行同业拆借利率过渡,美联储另类参考利率委员会已将担保隔夜融资利率(SOFR)确定为其推荐的基准利率。抵押品管理人向使用SOFR的过渡可能需要受托人的协助来应对变化。《欧盟证券化条例》为证券化的发行人和投资者规定了透明度、风险保留和尽职调查的新标准。新规定将影响任何向欧盟投资者推销产品的司法管辖区的证券化发行人。随着市场的变化,抵押品管理人和受托人应该准备好语言和系统,以管理他们可能面临的过渡。确保各方知情并做好准备将减少市场的不确定性并提供连续性。主题:CLO、CDO和其他结构性信贷;结构性金融的法律和监管问题;金融危机和金融市场历史关键发现•随着市场准备从使用伦敦银行同业拆借利率作为基准利率过渡,美联储的替代参考利率委员会已将担保隔夜融资利率确定为其推荐的替代利率。抵押品管理人向使用SOFR的过渡可能具有挑战性,可能需要受托人的合作来应对变化。•2019年1月生效的《欧盟证券化条例》为证券化的发行人和投资者规定了透明度、风险保留和尽职调查的新标准。新规定将影响任何向欧盟投资者推销产品的司法管辖区的证券化发行人。•随着CLO市场的变化,抵押品管理人和受托人应准备好适当的语言和系统,以主动管理他们可能面临的过渡。确保各方知情并做好准备将有助于减少市场的不确定性并提供连续性。
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引用次数: 1
Editor’s Letter 编者的信
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-11-07 DOI: 10.3905/jsf.2019.25.3.001
Mark Adelson
Welcome to the Summer 2019 issue of The Journal of Structured Finance. This issue focuses entirely on collat‐ eralized loan obligations (CLOs) and has a guest editor, Jeffrey Stern, who co‐chairs the structured finance practice at Winston & Strawn, LLP. Mr. Stern is a leading expert on CLOs, and he has pulled together a great lineup of articles for this issue. CLOs are currently quite hot. This year’s issuance volume through mid‐October stands at $93.6 billion, which is slightly behind last year’s pace, but still brisk. For those who are new to CLOs, here is a quick intro: A CLO is like a mutual fund that invests in loans to highly leveraged companies (i.e., companies with speculative‐grade credit quality). However, unlike a mutual fund, most of the securities sold from a CLO are themselves bonds, rather than shares. In simplest terms, a CLO is an arrangement that raises money primarily by issuing its own bonds and then investing the proceeds in a portfolio of leveraged loans. Payments on the portfolio are the main source of funds for repaying the CLO’s own securities. An early ancestor of today’s CLOs was collateralized bond obligations (CBOs). Junk bonds composed the portfolios of many CBOs. CBOs experienced a rough period in the early 2000s, when many junk bonds defaulted (Exhibit 1). Participants in those deals appear to have overestimated the diversification in the underlying portfolios. Most CLOs have actively managed portfolios. A typical deal has a manager (i.e., a management company) that collects fees for managing the portfolio—again, like a mutual fund.
欢迎收看《结构化金融杂志》2019年夏季版。本期完全聚焦于抵押贷款义务(CLO),有一位客座编辑Jeffrey Stern,他是Winston&Strawn,LLP结构化金融业务的联合主席。Stern先生是CLO方面的顶尖专家,他为这一问题整理了一系列精彩的文章。CLO目前相当热门。截至10月中旬,今年的发行量为936亿美元,略落后于去年的步伐,但仍很活跃。对于那些刚接触CLO的人来说,这里有一个简短的介绍:CLO就像一个共同基金,投资于高杠杆公司(即具有投机级信用质量的公司)的贷款。然而,与共同基金不同的是,CLO出售的大多数证券本身就是债券,而不是股票。简单来说,CLO是一种主要通过发行自己的债券筹集资金,然后将收益投资于杠杆贷款组合的安排。投资组合的付款是偿还CLO自身证券的主要资金来源。今天CLO的早期祖先是抵押债券(CBO)。垃圾债券构成了许多CBO的投资组合。CBO在21世纪初经历了一段艰难的时期,当时许多垃圾债券违约(图表1)。这些交易的参与者似乎高估了基础投资组合的多元化。大多数CLO都积极管理投资组合。一笔典型的交易有一位经理(即管理公司),负责收取管理投资组合的费用——同样,就像共同基金一样。
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引用次数: 0
Legislative and Regulatory Considerations in the Leveraged Loan and CLO Markets: Are They Still Safe? 杠杆贷款和CLO市场的立法和监管考虑:它们仍然安全吗?
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-11-07 DOI: 10.3905/jsf.2019.1.080
Elliot Ganz
In February 2018 the LSTA prevailed in its long legal battle with federal regulators when the DC Circuit Court ruled that CLO managers were not subject to risk retention. With the favorable resolution of that key issue and in light of the hands-off approach to financial regulation, it appeared that the CLO market would be able to continue doing business at historic levels for years to come. However, recent pressures from three different directions are calling that assumption into question. A lawsuit contending that loans are subject to the disclosure and anti-fraud provisions of the securities laws, new capital rules on CLOs published by Japanese regulators, and recent legislation relating to leveraged loans and CLOs introduced in both the House of Representatives and the Senate may change the benign landscape. This article examines the new threats and explains how each could upend the loan and CLO markets. TOPICS: CLOs, CDOs, and other structured credit; legal and regulatory issues for structured finance Key Findings • The leveraged loan and CLO markets successfully navigated regulatory challenges imposed by Dodd–Frank. • CLO issuance has reached record levels in the past few years, operating in a more benign regulatory environment. • Challenges from US and Japanese regulators and a lawsuit that could change the legal status of loans threaten to upend the loan and CLO markets.
2018年2月,LSTA在与联邦监管机构的长期法律斗争中获胜,华盛顿特区巡回法院裁定CLO经理不受风险保留的约束。随着这一关键问题的顺利解决,加上对金融监管不干涉的做法,CLO市场似乎能够在未来几年继续以历史水平开展业务。然而,最近来自三个不同方向的压力正在对这一假设提出质疑。一项诉讼声称,贷款受证券法披露和反欺诈条款的约束,日本监管机构发布的clo新资本规则,以及众议院和参议院最近提出的有关杠杆贷款和clo的立法,可能会改变这种良性局面。本文研究了新的威胁,并解释了每种威胁如何颠覆贷款和CLO市场。主题:clo、cdo和其他结构性信贷;•杠杆贷款和CLO市场成功应对了多德-弗兰克法案带来的监管挑战。•CLO发行在过去几年达到创纪录水平,监管环境更加宽松。•来自美国和日本监管机构的挑战,以及一场可能改变贷款法律地位的诉讼,可能会颠覆贷款和CLO市场。
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引用次数: 0
CLO Equity Return and Manager Selection CLO股权回报与经理人选择
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-10-25 DOI: 10.3905/jsf.2019.1.085
Batur Bicer, R. Brauchler, S. Secmen, M. M. Wang
In this article, the authors investigate the drivers of CLO equity return and how to identify a good CLO manager. Pre-crisis collateralized loan obligation (CLO) structures proved to be very robust in the end. Today’s CLOs are structured more conservatively with generally more CLO debt subordination, cleaner asset pools, and less reinvestment flexibility. Looking at historical CLO equity performance, CLO 1.0 equity benefited from having cheap funding costs and opportunities to buy discounted loans during the financial crisis, ultimately achieving over 20% IRR. CLO 2.0 equity’s returns have been running lower so far in a benign credit market. The authors note that top-quartile US CLO equity always delivered low-to-mid-teens’ returns, regardless of market timing. It is also worth noting that CLO equity’s deal-level and manager-level performance dispersion is evident across different vintages and even more pronounced today than before the Global Financial Crisis as the number of US CLO managers grew from 100 managers pre-crisis to more than 130 today, with the outstanding US CLO market having more than doubled in size. TOPICS: CLOs, CDOs, and other structured credit; project finance; legal and regulatory issues for structured finance; financial crises and financial market history; manager selection Key Findings • Any style could lead to good or bad CLO performance. Active trading and portfolio management are the key to outperform and differentiate from peers for CLO managers. • It is hard to balance principal and interest returns of CLO equity, because minimizing portfolio losses often hurts running excess spreads. We can tell if CLO manager is more “equity-friendly” or “debt-friendly” by comparing various performance metrics. • Manager tiering will continue to be a common theme in the CLO market during the next downturn and the subsequent recovery period.
在这篇文章中,作者调查了CLO股权回报的驱动因素,以及如何确定一位优秀的CLO经理。危机前的贷款抵押债券(CLO)结构最终证明非常稳健。如今的CLO结构更加保守,通常具有更多的CLO债务从属关系、更清洁的资产池和更少的再投资灵活性。从CLO股票的历史表现来看,CLO 1.0股票受益于在金融危机期间拥有廉价的融资成本和购买贴现贷款的机会,最终实现了超过20%的内部收益率。到目前为止,在一个良性的信贷市场中,CLO 2.0股票的回报率一直较低。作者指出,无论市场时机如何,美国顶级CLO股票的回报率总是在十几岁左右。同样值得注意的是,随着美国CLO管理人的数量从危机前的100人增加到今天的130多人,杰出的美国CLO市场规模增加了一倍多,CLO股票的交易水平和管理人水平在不同年份的表现差异明显,今天甚至比全球金融危机前更为明显。主题:CLO、CDO和其他结构性信贷;项目融资;结构性金融的法律和监管问题;金融危机和金融市场历史;经理选择关键发现•任何风格都可能导致CLO绩效的好坏。积极的交易和投资组合管理是CLO经理表现优异并区别于同行的关键。•很难平衡CLO股票的本金和利息回报,因为最小化投资组合损失往往会损害超额利差的运行。我们可以通过比较各种绩效指标来判断CLO经理是更“股权友好”还是更“债务友好”。•在下一次经济衰退和随后的复苏期,经理分层将继续是CLO市场的一个共同主题。
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引用次数: 0
Global Forces on the US CLO Market 美国CLO市场的全球力量
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-10-03 DOI: 10.3905/jsf.2019.1.081
Kevin Kendra
This article examines the macroeconomic factors that have led the US broadly syndicated loan and collateralized loan obligation (CLO) markets to be the largest in the world, considers how the markets evolved to the current state, and explores some of the current themes facing both markets. European leveraged loans and CLOs are the second largest market, followed by US middle market loans and CLOs. Each of these markets has different challenges facing them, but there are also similarities in structures, market participants, and market forces that can benefit from shared experiences. Finally, there is the potential for a CLO market to cross over to Asia to focus on Asian credit issuance. The US broadly syndicated loan and CLO markets can serve as a benchmark for the future development of global loan and CLO markets. TOPICS: CLOs, CDOs, and other structured credit; global markets; developed markets; emerging markets Key Findings • Growth in the US leveraged loan market has been supported by sustained, but moderate, GDP growth over the past decade, and monetary policy, both domestically and internationally, has encouraged investment in the US. • Prevalent features of the current leveraged loan market include robust secondary market trading and covenant-lite loan structures resulting from evolution of the leveraged loan market and convergence with the high-yield bond market. • US capital markets continue to evolve, with CLOs and private credit providing more sources of liquidity for corporate issuers.
本文考察了导致美国广泛银团贷款和抵押贷款债券(CLO)市场成为世界上最大的宏观经济因素,考虑了市场是如何发展到目前的状态的,并探讨了这两个市场目前面临的一些主题。欧洲杠杆贷款和CLO是第二大市场,其次是美国中等市场贷款和CLO。每个市场都面临着不同的挑战,但在结构、市场参与者和市场力量方面也有相似之处,可以从共同的经验中受益。最后,CLO市场有可能跨越亚洲,专注于亚洲信贷发行。美国广泛的银团贷款和CLO市场可以作为全球贷款和CLOO市场未来发展的基准。主题:CLO、CDO和其他结构性信贷;全球市场;发达市场;新兴市场关键发现•美国杠杆贷款市场的增长得到了过去十年持续但温和的GDP增长以及国内外货币政策的支持,鼓励了在美国的投资。•当前杠杆贷款市场的主要特征包括强劲的二级市场交易和杠杆贷款市场演变以及与高收益债券市场的融合所产生的无契约贷款结构。•美国资本市场继续发展,CLO和私人信贷为企业发行人提供了更多的流动性来源。
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引用次数: 0
Highlights from Structured Finance Association (SFA) 结构性金融协会(SFA)亮点
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-07-31 DOI: 10.3905/jsf.2019.25.2.123
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引用次数: 0
The Role of ABS CDOs in the Financial Crisis ABS CDO在金融危机中的作用
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-07-31 DOI: 10.3905/jsf.2019.1.072
Larry Cordell, G. Feldberg, Danielle Sass
We examine the role of asset-backed security collateralized debt obligations (ABS CDOs) as a primary catalyst for the financial crisis. We show how ABS CDOs became the main investment vehicle for the riskiest investment-grade securities in the private-label mortgage market. We estimate a final tally of writedowns on ABS CDOs, $410 billion in total, with $325 billion assumed by AAA and “super-senior” securities, which had minimal capital, margin, or liquidity requirements. Pre-crisis regulations allowed excessive leverage at some firms investing in these securities, imperiling their solvency and placing them at the center of the financial crisis. TOPICS: Asset-backed securities (ABS), credit risk management, financial crises and financial market history
我们研究了资产支持证券抵押债券(ABS CDO)作为金融危机主要催化剂的作用。我们展示了ABS CDO如何成为自有品牌抵押贷款市场中风险最高的投资级证券的主要投资工具。我们估计ABS CDO的最终减记总额为4100亿美元,其中3250亿美元由AAA和“超高级”证券承担,这些证券的资本、保证金或流动性要求最低。危机前的法规允许一些投资这些证券的公司过度举债,危及其偿付能力,并将其置于金融危机的中心。主题:资产支持证券(ABS)、信贷风险管理、金融危机和金融市场历史
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引用次数: 9
LIBOR Replacement—The Long and Winding Road 伦敦银行同业拆借利率置换——漫长而曲折的道路
IF 0.4 Q4 Economics, Econometrics and Finance Pub Date : 2019-07-31 DOI: 10.3905/JSF.2019.25.2.028
Thomas M. Hughes
LIBOR is foundational to global markets, but its design makes it unsuitable for the many uses to which it is put, creating enormous regulatory pressure to retire LIBOR in favor of more suitable benchmarks. Replacing LIBOR, however, is throwing up a new set of risks for market participants, some of which have been foreseen, and some of which are emerging as the transition gets under way. This article anatomizes those risks and roots them in the history of modern finance. TOPICS: Fixed income and structured finance, information providers/credit ratings, risk management, LIBOR, benchmarks, benchmark reform
伦敦银行同业拆放利率是全球市场的基础,但其设计使其不适合其多种用途,从而产生了巨大的监管压力,要求取消伦敦银行同业拆借利率,转而采用更合适的基准。然而,取代伦敦银行同业拆借利率给市场参与者带来了一系列新的风险,其中一些风险是可以预见的,一些风险是随着过渡的进行而出现的。本文对这些风险进行了剖析,并将其植根于现代金融史。主题:固定收益和结构性金融、信息提供商/信用评级、风险管理、伦敦银行同业拆借利率、基准、基准改革
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引用次数: 0
期刊
Journal of Structured Finance
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