abcs of abcp, 2009

ABCs of ABCP

Sam PilcerManaging Director

Calyon Securities Inc.212-261-3548

[email protected] 2009

Table of Contents

1. What is ABCP?

2. Background / History of ABCP

3. Types of ABCP Programs

4. ABCP Conduits: Characteristics

5. ABCP Market Trends

6. ABCP Market Today

1. What is ABCP?

2. Background / History of ABCP

3. Types of ABCP Programs

4. ABCP Conduits: Characteristics

5. ABCP Market Trends

6. ABCP Market Today

OneWhat is ABCP?

Commercial paper generally:

9 Money market security, usually in the form of a promissory note, issued by corporations or banks

9 Typically used to purchase inventories or to provide working capital

9 Can be Self (Direct)-Issued or Placed through Dealers

9 Issued in Book-Entry Format

9 Typically issued at a discount, although can be interest-bearing

9 Commonly bought by money market funds

9 Exemption from the Securities Act of 1933

Maturity of less than 270 days Not publicly available ($1 million typical denominations) Rule 144a -QIBs Proceeds required to fund current transactions

9 Exemption from the Investment Company Act of 1940 Section 3(c)(7) - Qualified purchaser

9 Traditionally provides companies with a flexible low cost short-term funding alternative to bank debt

What is ABCP?

Asset Backed Commercial Paper:

9 Commercial paper secured (i.e. backed) by assets, typically in the form of accounts receivable, loans, leases or securities

9 CP is issued from a special purpose vehicle (often called a Conduit) which is structured to be bankruptcy-remote

9 Typically highly-rated - usually in the top two short term rating categories from rating agencies

9 Is repaid at maturity through (i) liquidity support lines from counterparties, (ii) from cash proceeds from asset sales or collections or (iii) from issuance of new ABCP (i.e. rolled)

9 Like non-asset backed commercial paper ABCP is:

Unregistered with SEC Typically purchased by money market funds subject to Rule 2a-7 Eligibility Sold book entry on a discounted basis

What is ABCP?

TwoBackground / History of ABCP

Background/History of ABCP

Origins in Bank Capital Adequacy Rules

9 ABCP first appeared in the 1980s as a means for large commercial banks to finance their commercial customers trade receivables in a capital-efficient manner and at competitive rates.

9 1986 Basle Accord (Basel 1) created strong incentive for Off Balance Sheet funding options for banks.

Extended CP Market Access to Lesser or Unrated Companies9 Afforded access to bank clients unable to issue their own corporate CP or to borrow from banks at

lower rates.

Expanded Funding Sources for Higher Rated Companies9 Funding anonymity has also been an attraction

Growth Has Paralleled ABS Market9 Securitization techniques evolved and ABCP became a common source of warehousing for ABS

collateral.9 600% Market Growth from 1997-2007 peaking at $1.2 Trillion in Summer 2007

Diversification of Asset Types & Products

Evolution of industry from short term accounts receivables collateral to auto loans, credit card assets

Further evolution into longer tenor securities purchases (arbitrage), mortgage collateral for warehousing, term assets, etc.

Why do (bank) sponsors establish ABCP programs?

Balance Sheet Management 9 Reduce regulatory capital requirements or lever existing capital9 Finance high quality, low margin assets off the banks balance sheet9 Control size of balance sheet

Regulatory Capital Efficiency 9 Better align regulatory capital with economic risk-based capital9 Improves financial ratios9 Help address loan growth expectations > deposit growth

Consistent alternative source of fee-based revenue9 Increases non-interest income as a percentage of total income9 Enhances market awareness of bank sponsors

Alternative Funding9 Additional source of highly liquid funding9 Asset specific funding program separate from sponsors direct liabilities such as holding

company CP or CDs9 Utilize alternative funding baskets of money market investors (secured bank risk vs.

unsecured)

Background/History of ABCP

ThreeTypes of ABCP Programs

Types of ABCP Programs

ABCP Program Structures include the following:

9 Multi-seller

9 Single-seller

9 Securities Arbitrage Vehicles

Structured Investment Vehicles (extinct) Credit Arbitrage (almost extinct)

9 Loan-Backed (extinct)

9 Hybrid Vehicles - incorporating a combination of the above types (almost extinct)

A Multi-Seller ABCP Conduit is a limited purpose, bankruptcy-remote SPV that provides financing for receivables pools generated by multiple, unaffiliated originators/sellers

Multi-seller programs are most commonly established and sponsored by large commercial banks and typically provide financing to that banks corporate clients

These banks typically serve as Program Administrator or Administrative Agent for the Conduit, and commonly provide liquidity and credit support as well

Multi-seller Conduits are typically structured to:

9 Make loans against or purchase interests in receivables pools9 Warehouse assets prior to a term ABS take-out, and/or9 Purchase securities

ABCP issued from a large multi-seller vehicle is typically perceived as low risk for investors due to

9 Originator diversification9 Asset diversification and Deal-Specific Credit Enhancement 9 Program-Wide Credit Enhancement and 100% Bank Liquidity Support9 Bank Sponsorship

Types of ABCP Programs: Multi-Seller Programs

(generally money market funds)

dividends

Obligors Obligors Obligors

Seller nSeller 3

collections advances againstnew receivables

ABCP Investors

Issuing & Paying Agent

credit supportpayments

fees

liquidity advances

fees

payments on maturing ABCP

purchase priceof new ABCP

payments on maturing ABCP

purchase priceof new ABCP

fees

ABCP ConduitCredit Enhancement

Providers

LiquidityProviders

Administrator

ConduitOwner

Obligors

Seller 2

Obligors

Seller 4

Receivables Generated

Seller

SPV Transferor

ABCP Conduit

True Sale

First Priority Perfected Security

Interest

Receivables

Receivables

First Loss / Equity holder

Seller 1

Multi-Seller Schematic

Types of ABCP Programs: Other Types of ABCP Programs

Single-seller ABCP conduit - a limited-purpose, bankruptcy-remote entity that issues CP as a way to finance the receivables of a single originator. Since there is one seller, seller-insolvency is greater than in a multi-seller vehicle.

9 Single-seller programs are popular among large credit-card issuers, major auto manufacturers and some mortgage originators (now extinct). Motivations for their use include the following:

Cost benefits over participating in another sponsors multi-seller program Allows sponsor more control over operations Favorable accounting or tax treatment

Types of ABCP Programs: Other Types of ABCP Programs (mostly extinct)

Securities Arbitrage Vehicles these vehicles were set up to efficiently fund the purchase of various types of securities; the two basic types are Structured Investment Vehicles and Credit Arbitrage Vehicles.

9 Structured Investment Vehicle (SIV): SIVs are market value programs that purchase highly-rated securities (ABS, corporate debt) and seek to benefit from spread differentials between longer maturity assets and short term funding.

An SIV would typically fund itself by issuing both CP and MTNs as well as equity-like capital notes.

SIV-Lites - these structures are hybrids between CDOs and traditional SIVs. In their quest to gain additional yield particularly in a tightened spread environment, they are more levered than a typical SIV and often invest in subprime mortgages due to their higher spread.

This combination of higher leverage and exposure to more risky collateral put SIV-Lites at greater risk when the market started to experience liquidity problems in mid-2007

9 Credit Arbitrage Vehicles expose investors to credit risk, like a cash flow CDO but not market risk (as with an SIV). They are more passive than a typical SIV and their risk profile tends to follow that of their sponsors securities portfolio.

Types of ABCP Programs: Other Types of ABCP Programs

Loan-Backed similar to a CLO, these are designed to fund a portfolio of bank loans, often to unrated companies

CDOs: ABCP has also been issued out of CDOs, typically being the most senior class in the capital structure. CDO-issued ABCP usually benefited from 100% liquidity support

Hybrids: ABCP programs encompassing some characteristics of more than one of the above types of programs

FourABCP Conduits: Characteristics

Full Support vs. Partial Support

9 ABCP programs can be Fully supported or Partially supported depending on the level of external credit enhancement provided to the program:

Fully Supported: Fully supported programs use an external support facility to provide 100% coverage against credit risk and liquidity risk to support the transactions within the conduit.

Due to the external support, rating agencies focus on the strength of the support provider(s), which are usually highly rated banks.

Forms could be a guarantee, LOC, surety bond, TRS or liquidity facility addressing credit risk

Partially-Supported: These programs make use of two support facilities; a credit enhancement facility aimed at reducing credit risk (and to some extent liquidity risk) and another facility focusing on liquidity. The facilities do not cover 100% of credit risk, so rating agencies focus on receivables performance in assigning ratings; i.e. investors bear a portion of the credit risk of the receivables.

Partially funded facilities evolved in part due to capital requirements imposed on support providers by bank regulators

ABCP Conduit Characteristics

Post Review vs. Pre-Review

9 Post-Review these agreements allow for the conduit to enter into new transactions that are aligned with the conduits existing written credit and investment policy without first getting rating confirmation; The rating agencies then review the transactions at a later date as part of their customary periodic review process.

Most Single-Seller Programs and fully supported ABCP conduits are Post Review

9 Pre-Review New transactions must be submitted to the rating agencies prior to funding for their confirmation of conduits short term ratings.

Most multi-seller programs are Pre-Review


Credit Enhancement

9 Transaction Level used to cover losses on a specific transaction

This is the first level of protection against deterioration of the collateral Available only to a specific transaction, not to cover losses on other transactions Forms: Overcollateralization, subordination, excess spread, reserve account, guarantee, or

liquidity facility providing credit protection or partial seller recourse

9 Program-wide used to cover losses across most receivables in the conduit

Second layer of protection against losses after transaction level protection Available to all transactions in a conduit Forms: LOC, Surety Bond, third party guarantee, asset purchase agreement or loan facility Program wide enhancement increases with the number of transactions in a conduit


Liquidity Facilities

9 Required to ensure that sources of funds are available to repay maturing CP on a timely basis.

9 Often structured as 364-day renewable facilities (364-day maturity driven by regulatory capital guidelines)

9 Typically sized at 102% of the transaction limit; the extra 2% for partially hedging interest rate risk.

9 Provided by highly rated financial institutions

9 May be transaction-specific or program-wide

Liquidity Loan Agreement (LLA ) commitment to lend to a conduit when requested Liquidity Asset Purchase Agreement (LAPA) commitment to purchase an asset when

requested


Conduit Ratings

9 The majority of ABCP programs carry the highest short term ratings (P-1, A-1/A-1+, F1/F1+, R-1) (1), which is the rough equivalent to long-term rating categories in the Aaa to A2 range / AAA to A range.

Service Providers

9 Aside from credit and liquidity support, Conduits typically have numerous Service Providers, including some or all of the following:

Administrator and/or Manager Issuing & Paying Agent Placement Agent Collateral Agent Custodian Hedge Counterparty

(1) Moodys, S&P, Fitch, DBRS respectively. DBRS further delineates short term ratings into high, middle and low


Credit and Investment Policy

9 Conduits are governed by investment restrictions set forth informally or formally in a Credit and Investment Policy.

9 Collateral eligibility requirements, portfolio composition and concentration limits are often strictly defined

Issuance Tests

9 Must be satisfied before ABCP can be issued9 Non-bankruptcy, positive tangible net worth, sufficient liquidity, asset quality

Authorized Amount vs. Outstanding Amount

9 Outstanding Amount < Authorized Amount


Extendible CP: ABCP programs are structured similar to normal ABCP programs, but the sponsor has the option to extend the notes to a legal final maturity out to 397 days if new CP cannot be issued to repay maturing CP on the expected maturity date.

9 Upon extension, investors receive higher spread until the CP is paid down, typically L+25. 9 Extendible programs are market value programs, that is they typically do not have external

liquidity support and rely on the inherent liquidity of the assets through whole loan sales or securitizations to pay off extendible notes

9 Extendible programs have been used for various types of assets including credit cards, trade receivables, mortgages, floorplan and student loans

9 Market value swaps are often used in extendible programs to hedge price risk, interest rate risk or for reasons of liquidity/credit enhancement

9 Some extendible ABCP programs are referred to as Secured Liquidity Notes

Medium Term Notes (MTN): MTNs are not commercial paper but are used by some ABCP vehicles as an incremental funding source

9 MTNs have maturities ranging from 180 days up to 30yrs and bear long term ratings, often triple-A and generally issued on a floating rate, interest bearing basis

9 MTNs can be issued to reduce the need for additional backup liquidity as well as diversify funding sources and locking in longer term funding to complement short term ABCP

9 Opportunistic issuance is also a key advantage of MTNs as the ability to come to market quickly when favorable conditions prevail could mean the difference between operating in the red and a profitable trade

ABCP Liabilities Different Forms of ABCP (all but extinct)

FiveABCP Market Trends

1980s and early 1990s: ABCP outstanding volume enjoyed strong growth since the markets inception in the 1980s fueled by tremendous growth in consumer assets such as credit cards and autos plus regulatory capital pressures on bank balance sheets

9 ABCP evolved from its roots financing trade receivables into an important tool for the financing of several other asset types

9 Loan-backed programs emerged in the early 1990s

Mid 1990s: Credit arbitrage programs were introduced into the marketplace

Late 1990s: Hybrid programs, Single-Seller programs and Extendible note programs were introduced

Early 2000s: SIVs presence expanded (and experienced rapid growth up until mid 2007)

9 The reduced volume of ABCP in 2002-2004 impacted the corporate CP market more dramatically-especially in the non-financial sector and was due to several factors:

9 Given the then-slowed economy, funding needs were generally down9 A flat yield curve and persistent low rate environment made longer term financing more attractive9 Increased credit concerns during a period of economic stress evidenced by many corporate

downgrades9 Uncertainty over pending Regulatory/Accounting changes:

An event which threatened to radically alter the state of the ABCP market was the introduction of FASB's FIN46/FIN46R in 2003 which required ABCP sponsors to either consolidate conduit assets on-balance sheet or restructure their programs to transfer the first loss position a third party.

ABCP Market Trends

2007: Outstanding U.S. ABCP volume reached a record high in July 2007, hitting nearly $1.2 trillion.

August 2007 generally conceded to be the beginning of the Crash - U.S. ABCP outstandings fell 30% by year end 2007

2004-2007 Volume Growth was fueled by Market Value Programs - which rely on the liquidity and viability of Term ABS markets for refinancing and for asset valuation, specifically:

9 Extendible ABCP programs (particularly Mortgage Backed), and9 SIVs

As the crash in the subprime mortgage market came during the summer of 2007, Market Value Programs were hit hard by shattered investor confidence and the lack of available liquidity

9 Most Extendible Note Programs were unable to roll paper and were subsequently forced to extend ABCP with existing noteholders. Most of these programs have shut down.

9 SIVs were impacted on both the asset side (declining values due to marks on collateral) and the liability side (lack of liquidity drove higher funding costs). As asset values declined and liquidity dried up, all SIVs have either ended up on the balance sheets of bank sponsors or defaulted.

ABCP Market Trends

SixABCP Market Today

Liquidity Crunch subsided for most of 2008 until September, after which it was extreme until US government liquidity support moves stabilized the market again (late October).

Flight to Quality: Liquidity challenges in 2007 and 2008 eliminated most alternative ABCP programs. For the foreseeable future the programs that will be favored will be those bank-sponsored, multi-seller programs covered by traditional liquidity facilities backed by well-diversified portfolios managed by strong, experienced Sponsors

Market Tiering: Similar to what has occurred in the term ABS market, recent market volatility has also resulted in tiering among ABCP issuers with the strongest, most experienced sponsors as well as higher and more stable bank counterparty ratings, getting the best pricing

Death of substantially all Market Value Programs: Market value programs (mainly SIVs) are not likely to recover soon if at all, as the market value model on which these programs have relied no longer appears viable

The ABCP Market Today

Death of most arbitrage programs These were set up to fund Aaa/AAA structured finance securities. Lack of stability of Aaa/AAA ratings had undermined these

Spread Widening noted throughout 2008 and extreme levels in September has subsided Credit issues with counterparties and the sudden Lehman bankruptcy created obvious issues several

MMFs Broke the Buck.

The various US federal sponsored programs CPFF and AMLF mainly, are the critical presence in the market supporting liquidity and smooth trading of all CP, and more particularly ABCP

> 20% of ABCP is held by CPFF

The ABCP Market Today

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Mar-95 Mar-96 Mar-97 Mar-98 Mar-99 Mar-00 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06 Mar-07 Mar-08

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Corporate CP ( + ) April 1995 $ 588 November 2000 $ 986 September 2003 $ 605 February 2008 $1,036 October 2008 $ 871 (billions)

ABCP ( * ) April 1995 $ 68 December 2002 $ 695 September 2004 $ 649 July 2007 $1,186 October 2008 $ 712 (billions)*

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What a long strange trip it has been!

Source: Moodys Investors Service 3Q08

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US CP Outstanding ( * ) April 1995 $ 657 December 2000 $1,606 December 2003 $1,289 July 2007 $2,161 October 2008 $1,584

US Prime Money Funds ( + ) April 1995 $ 379 November 2001 $1,577 June 2005 $1,165 August 2008 $2,042 October 2008 $1,542

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The U.S. ABCP Market and Prime Money Funds


July 2007, rating agencies made unexpected rating cuts to several hundred Subprime RMBS. Downgrade actions made pricing of whole loan mortgage collateral unreliable, leading to margin calls under repos.

August 20079 American Home (a Subprime and Alt-A mortgage REIT) files, Broadhollow (a single-seller

extendible ABCP conduit) extends9 Extendible ABCP market collapses9 SIVs, CDOs can no longer fund

March 20089 Bear Stearns acquired by JPMorgan

September 20089 Lehman files for bankruptcy9 Reserve Fund breaks the buck, Putnam liquidates

The Crash

1.0

2.0

3.0

4.0

5.0

6.0

7.0

Jan-98 May-99 Sep-00 Feb-02 Jun-03 Nov-04 Mar-06 Aug-07 Dec-08

LIBOR 6.30%

ABCP 5.55%

Financial CP 3.20%

Non-Financial CP 2.29% Jun. 07 Aug. 07 Sep. 08 Nov. 08LIBOR 5.32 5.90 5.30 3.55ABCP 5.28 6.23 5.55 2.58Financial CP 5.24 5.30 3.20 2.52Non-Financial CP 5.24 5.19 1.99 1.19

30-Day Interest Rates

Interest Rates Diverge


Fed Funds and Overnight ABCP

-

1.0

2.0

3.0

4.0

5.0

6.0

7.0

6-Dec-99 19-Apr-01 1-Sep-02 14-Jan-04 28-May-05 10-Oct-06 22-Feb-08 6-Jul-09

September 17, 2008ABCP 5.69%

Fed Funds 2.25%

August 22, 2007 ABCP 5.69%

Fed Funds 4.91%

October 31, 2008ABCP 1.68%

Fed Funds 0.82%

and Are Volatile


Prime Money Funds

0

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400,000,000

600,000,000

800,000,000

1,000,000,000

1,200,000,000

1,400,000,000

1-Jan-07 11-Apr-07 20-Jul-07 28-Oct-07 5-Feb-08 15-May-08 23-Aug-08 1-Dec-08

Institutional

Retail

Sept. 16 $1.078 trillion Sept. 23 $ 827 billion Sept. 30 $ 768 billion

Nov. 4 $ 778 billion

Nov. 4 $375.7 billion

April 22 $409.7 billion

Investors React to Events


Institutional Money Funds

0

200,000,000

400,000,000

600,000,000

800,000,000

1,000,000,000

1,200,000,000

1,400,000,000

1-Jan-07 11-Apr-07 20-Jul-07 28-Oct-07 5-Feb-08 15-May-08 23-Aug-08 1-Dec-08

Prime Funds

Government Funds Prime Funds Gov't Funds

Sep. 9 $1,192 $ 617 Nov. 4 779 1,004

Change -413 +387

($ billions)

and Seek Safety


FEDERAL RESERVE

ABCP Money Market Mutual Fund Liquidity Facility (AMLF) Commercial Paper Funding Facility (CPFF) Money Market Investor Funding Facility (MMIFF)

OTHER

Temporary Liquidity Guaranty Program expands FDIC deposit guaranty provides guaranty for newly issued debt

Temporary Guarantee for Money Market Funds Treasury guarantee for one year

Government Response

$243.3 billion$85.1 billionOutstanding

Apr. 30, 2009Apr. 30, 2009Jan. 30, 2009Terminates

$600 billionMax Jan-Aug 08None statedSize

90% cash / 10% CPOIS + 200/300Primary Credit RateCost

2a-7 FundsIssuersBanksCounterparty

Financial CPCP, ABCPABCP from MMMFAssets (all P-1)

PurchasePurchaseLoanType of Facility

Oct. 27, 2008Sep. 19, 2008Operational

Oct. 21, 2008Oct. 7, 2008Sep. 19, 2008Announced

MMIFFCPFFAMLF

Federal Reserve Facilities for CP

Special liquidity schemes set up

9 attempt to mitigate damage caused by liquidity crisis

Bank of England

9 Special Liquidity Scheme and Discount Window Facility

ECB

9 accepts ABCP as eligible collateral in order to facilitate short-term lending to banks

Actions by Other Central Banks

Largest U.S. ABCP Programs


Program Name Administrator Outstandings ($000)Sheffield Receivables Corporation Barclays Bank PLC 20,481Gemini Securitization Corp LLC Deutsche Bank AG 18,606CAFCO, LLC Citibank, N.A. 16,895CIESCO, LLC Citibank, N.A. 15,153CHARTA, LLC Citibank, N.A. 14,575FCAR Owner Trust Ford Motor Credit Company 13,618Ranger Funding Company LLC Bank of America, N.A. 13,508Barton Capital LLC Socit Gnrale 13,080Old Line Funding LLC Royal Bank of Canada 12,620Falcon Asset Securitization LLC JPMorgan Chase Bank 11,911Yorktown Capital LLC Bank of America, N.A. 11,769Variable Funding Capital Corporation Wachovia Bank, N.A. 11,754Atlantic Asset Securitization LLC Calyon 11,662Galleon Capital LLC State Street Global Markets LLC 11,511Park Avenue Receivables Company LLC JPMorgan Chase Bank 11,121Clipper Receivables LLC State Street Global Markets LLC 10,250Jupiter Securitization Company LLC JPMorgan Chase Bank 10,097CRC Funding LLC Citibank, N.A. 9,625Windmill Funding Corporation ABN AMRO Bank N.V. 9,552DAKOTA CP Notes Program Citibank, N.A. 9,000


Top 20 U.S. Administrators

Administrator Outstandings ($000)Citibank, N.A. 82,030Bank of America, N.A. 49,313JPMorgan Chase Bank 33,183Barclays Bank PLC 26,799Deutsche Bank AG 25,070State Street Global Markets LLC 21,761Royal Bank of Canada 19,422ABN AMRO Bank N.V. 17,670Bank of Tokyo-Mitsubishi UFJ 14,572Ford Motor Credit Company 13,618Socit Gnrale 13,080Wachovia Bank, N.A. 11,754Calyon 11,662Hudson Castle Group Inc. 10,827WestLB AG 10,688Credit Suisse 8,982BNP Paribas 8,054Bank of Nova Scotia 7,719General Motors Acceptance Corp. 7,100

U.S. Conduit Change in Asset Types


Asset Type Oct-08 Aug-07 Change

Floorplan Finance 14,303 9,834 45.40%

Consumer Auto 67,268 66,642 0.90%

Credit Cards 59,143 61,456 -3.80%

Commercial Loans 43,942 44,470 -1.20%

Trade Receivables 42,180 43,914 -3.90%

Commercial Mortgage Loans 6,095 9,959 -38.80%

Student Loans 43,637 41,584 4.90%

CBO & CLO 14,815 32,865 -54.90%

Residential Mortgages 13,484 39,353 -65.70%

Total 304,868 350,077 -12.90%

Total Outstandings 374,668 455,361 -17.70%

Percent of All Outstandings 81.40% 76.90%

abcs of abcp, 2009

Documents

abcp conduits

abcp market trends

commercial paper abcp

abcp market todaypage

abcp market today1

types of abcp programs4

issuance of new abcp

market growth