credit card asset backed securities overview and...
TRANSCRIPT
November 2008
Credit Card Asset Backed SecuritiesOverview and Analysis
Joe MorinCorporate Debt [email protected]
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Agenda – Canadian Credit Card ABS
• Canadian Credit Card Market Overview
• Credit Card ABS vs. Other Structured Product
• Credit Card ABS – Structural Overview
• Credit Enhancement
• Collateral Performance
• Modeling Cash Flows and Sensitivity Analysis
• Relative Value Considerations
3
Market Overview
• Credit card securitization:– Largest asset class (approx. 40%) in the Canadian term ABS market
– Public offerings of semi-annual pay bullet maturities; typically 3-5 year bonds
– Majority is fixed rate debt, but several floating rate issues as well
– AAA, A and BBB rated tranches that are rated by DBRS, S&P and/or Moody’s
A and BBB tranches typically held by seller/originator, or niche investors in Canada
– Securitization norms apply:
backed by a pool of assets
bankruptcy remote from the seller
trigger events exist to protect investors from adverse developments
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Market Overview - The Issuers
Card Issuer ABS Issuer Credit Card
Outstanding October 31,
2008*Schedule I BanksBank of Montreal Master CCT MC 3,097$ CIBC Cards II Trust Visa 3,502$ National Bank Canadian CCT MC 1,223$ Royal Bank Golden CCT Visa 3,747$ TD Bank York Receivables Visa -$ Schedule II BanksCapital One Algonquin CCT MC 1,500$ Citibank Cda Broadway CCT MC 1,811$ MBNA Gloucester CCT MC 2,526$ RetailersCanadian Tire Glacier CCT MC 2,765$ President's Choice Eagle CCT MC 500$ Total Total ABS Issuance 20,672$ * Source: Issuer reports; includes Class A, B, C notes
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Market Overview - Issuer Reliance on Credit Card Term ABS
Card Issuer ABS IssuerTotal Credit Card
Receivables*
Total ABS Outstanding
Dec. 31, 2007**
% Financed Through
SecuritizationCIBC Cards II Trust 14,353.1 4,154.9 28.9%Royal Bank Golden CCT 12,769.1 3,650.0 28.6%Bank of Montreal Master CCT 7,128.5$ 1,500.0$ 21.0%TD Bank York Rec. Trust III 6,805.6 800.0 11.8%MBNA Gloucester CCT 6,660.0 2,899.0 43.5%Canadian Tire Glacier CCT 3,813.0 2,130.0 55.9%Citibank Cda Broadway CCT 3,694.5 950.0 25.7%Capital One Algonquin CCT 3,594.6 1,500.0 41.7%President's Choice Eagle CCT 2,070.3 500.0 24.2%National Bank Canadian CCT 2,025.8 1,200.0 59.2%Total 62,914.5$ 19,283.9$ 30.7%* Source: Nilson Report** Source: Issuer reports; includes Class A, B, C notes
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Market Overview - New Issuance 2008YTD
Seller Issue Maturity Date
Spread at Issuance
(bps)Amount
($mm)BMO Master 2008-1 21-May-2013 213 525BMO Master 2008-2 21-Aug-2012 180 1,000Canadian Tire Glacier 2008-1 20-Feb-2013 150 600Citi Cards Canada Broadway 2008-1 17-Jun-2011 180 525Citi Cards Canada Broadway 2008-2 17-Jun-2013 195 250MBNA Gloucester 2008-1 15-May-2013 198 400National Bank CCCT 2008-1 25-Mar-2013 220 400Royal Bank Golden 2008-1 15-Apr-2011 200 500Royal Bank Golden 2008-2 15-Apr-2013 210 500 Total $4,700Source: BMO Capital Markets
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Credit Card ABS vs. Other Structured Product
Canadian 3rd Party ABCP• Asset/Liability Mismatch – long-term assets funded with short-term liabilities
• Transparency – limited insight into asset quality
• Rating Agency Methodology – DBRS did not require liquidity backstop
• Regulatory Oversight
Canadian Credit Card ABS• Alignment of Interests – strong between Seller/ originator and ABS debt holders
• Fraud – Assumed by seller/originator
• Modeling – simple, easy to understand cash flow models
• Track Record – one of first asset classes securitized
• Transparency/Disclosure – Monthly reporting on key collateral statistics; Canada needs to improve disclosure at least to U.S. levels
• Liquidity risk - short-term assets funded with long-term liabilities and structural features limits liquidity/refinancing risk
US Sub-Prime RMBS• Alignment of Interests – originate to securitize model
• Track Record - new asset class
• Modeling – rating agency models were flawed; both assumptions and stress testing
• Fraud – Significant fraud on origination
Other Structures – Key WeaknessesCredit Card ABS – Key Strengths
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Canadian Credit Card ABS – Typical Transaction Structure
Interest and Principal
Proceeds of Notes
Seller/Originator (Bank or Retailer)
Payment for Trust Assets ($1.0 billion)
Credit Card Master Trust Receivables = $1.07 bln
Credit Card Obligors
Principal & Interest
Credit Card Receivables ($1.07 bln)
Series I Series II Series III
AAA notes
A notes
BBB notes
AAA notes AAA notes
A notes A notes
BBB notes BBB notes
Total debt = $1.0 blnAAA debt = 80-95%Sub-debt = 5-20%
Seller’s Co-ownership interest = 6.5%Co-ownership interest ≠ over collateralization
Investors’ Co-ownership interest = 93.5%
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Transaction Structure – Key Features
• Two Principal Structures in Canada– Co-ownership Method (see diagram on previous slide) – Investor and seller/originator
own a co-ownership in the assets (credit card receivables)
– Sale of Receivables Method – key difference is that seller holds debt issued by the trust rather than a co-ownership interest
• Trusts are typically master trusts allowing for multiple series of debt to be issued
• Securitization norms apply– Trust must be a bankruptcy remote SPV– Perfected security interest in collateral– Subject to extensive legal documentation and well-developed legal criteria by the rating
agencies– Triggering events under conditions of credit deterioration– Cash is trapped upon a triggering event
Credit Card ABS – Revolving and Accumulation Periods
Receivables ($)
Invested Amou nt
Seller’s Interest
Investor’s Interest
R evolving Period Accumulation Period Expected
MaturityFinal Legal
M aturity
Time
C redit Card R eceivables
Credit Card ABS – Cash Flow Periods
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Allocation of Collections
• The revolving period– begins on the closing date and ends on the earlier of (a) the accumulation period and (b) the early
amortization period
– the trust will not pay principal to, or accumulate principal for benefit of debt investors
– principal collections used to re-invest in new receivables
– Excess spread returns to seller/originator if no event of default
• The accumulation period– allows for the accumulation of funds so that the trust will be able to repay the principal amount of a
series in full on its expected final payment date
– during the accumulation period for a series of notes, principal collections allocated to such series will be deposited monthly in the principal funding account
• The early amortization period– commences on the occurrence of a triggering event
– principal collections distributed on a monthly basis to repay each class of notes in priority
• Interest collections– Similar priority in all periods; trust expenses, senior notes, sub notes, etc.
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Early Amortization Events
• Early amortization events are designed to help protect investors from adverse developments. Typical events include:
– three-month average excess spread is zero
– bankruptcy, insolvency or similar events relating to the seller
– the seller is unable to assign receivables to the trust
– a servicer default occurs
– breach of minimum seller’s interest
– an event of default occurs
– notes are not paid in full on their expected payment dates
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Key Definitions
• Gross Yield (annual rate)– Total revenue received by the trust ÷ average receivables
– Revenues include all interest income, charges, and fees including interchange fees (Golden Credit Card Trust is the exception – Interchange is excluded)
• Charge-offs (annual rate)– Total receivables written-off ÷ average receivables
• Excess Spread = Gross yield minus charge-offs minus cost of debt minus expenses
• Payment Rate (monthly rate)– Total payment received by the trust ÷ average receivables
– Measures how quickly cardholders pay-off their credit card balances
• Purchase Rate (monthly rate)– Typically viewed as a ratio of purchases to payments (by cardholders)
– Ratio < 1 = portfolio is shrinking; ratio > 1 = portfolio is growing
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Structural Considerations - Credit Enhancement
• The three most common sources of credit enhancement are:– excess spread– cash accounts– subordinated bonds
• Excess spread– first level of defense against deteriorating collateral performance
– measures the profitability of the business – revenues versus expenses:
revenues consist of the yield from the portfolio as well as any other ancillary fees or service charges that are made available to the structure
expenses consist of trustee fees, replacement servicer fees, losses and interest on the notes
– so long as revenues exceed expenses, excess spread will be positive and sufficient cash flow will exist to service the debt
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Credit Enhancement – Excess Spread
0%
5%
10%
15%
20%
25%
30%
Algonquin Broadw ay CCCT CARDS II Eagle Glacier Gloucester Golden MCCT York
Excess Spread
Servicer FeeCost of Debt
Charge Offs
Source: BM O Capital M arkets, Issuer Reports
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Deterioration Required to Trigger Excess Spread
Issuer Algonquin Broadway CCCT CARDS II Eagle Glacier Gloucester Golden MCCT YorkExcess Spread Trigger 0.0% 0.0% 2.5% 0.0% 2.0% 2.0% 0.0% 2.0% 2.5% 2.0%Calculated Excess Spread 11.0% 6.1% 10.2% 8.8% 10.0% 9.7% 9.0% 6.8% 14.7% 14.3%
Rqd Decline in Gross Yield* -55% -35% -41% -51% -43% -39% -51% -35% -57% -59%Rqd Increase in Charge Offs* 344% 230% 386% 355% 353% 274% 326% 397% 772% 733%* Required change from 2007 actual levelsSource: BMO Capital Markets; Issuer Reports
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Credit Enhancement – Cash Accounts
• Cash accounts– are typically the next level of defense against deteriorating collateral
performance
– this form of credit enhancement is typically dynamic – that is as collateral performance declines, the amount of cash required to be kept in the cash account increases
– it is important to determine if whether a particular structure allows for the senior (AAA rated) tranche to dip into the cash account or whether it protects the subordinate (A and/or BBB rated) tranches exclusively
– they may have a variety of names including reserve account, cashreserve account or spread account
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Cash Account Build Events
• As an additional source of protection for investors in the event of deteriorating performance, excess spread will be trapped in the trust and not repaid to the seller if it declines below specified levels.
• The maximum allowable amount accumulated is typically 5% of oustanding debt
• For example
Three Month Average Excess Spread Percentage
Excess Required Spread AccountSpread (% of total debt)
5% - 6% 2.5%
4% - 5% 3.0%
3% - 4% 4.0%
2% - 3% 5.0%
<2% 6.0%
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Credit Enhancement - Subordination
• Subordinate bonds
– the subordinate (A and/or BBB rated) tranches provide credit protection to higher rated tranches by subordinating their right to receive collections
– typically interest on the senior tranche will be paid prior to the subordinate tranche receiving an allocation for interest
– the same holds true for principal – the subordinate tranche will not receive any allocation of principal until the senior tranche has been paid fully, deposited into the principal funding account in full
– in the event of insufficient collections (if all excess spread and the other credit protection has been eroded), the senior tranche could be effectively kept current while payments on the subordinate tranche will be suspended
– continued insufficient collections could result in the non-payment in full of the subordinate tranche
– Subordination ranges from 4.5%-5% (Tier I) to 20% (Algonquin)
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Total Credit Enhancement
0%
5%
10%
15%
20%
25%
30%
35%
Algonquin Broadw ay CCCT CARDS II Eagle Glacier Gloucester Golden MCCT York
Subordination
Spread Account
Excess Spread
Source: BM O Capital M arkets, Company Reports
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Credit Quality - Collateral Performance
• The performance of Canadian credit card master trusts1 has been stable and consistent:
– low charge offs reflecting Canadian conservatism
– high payment rates reflecting convenience rather than credit use
– portfolio yields provide robust excess spread
1 Simple average of the eleven trusts that have term ABS outstanding.
Monthly Performance - Canadian ABS
0%
5%
10%
15%
20%
25%
30%
35%
May-07 Jul-07 Sep-07 Nov-07 Jan-08 Mar-08 May-08 Jul-08
Payment Rate Gross Yield Charge Offs
Source: Company reports; BMO Capital
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Credit Quality – Portfolio Characteristics
1 Simple average of the eleven trusts that have term ABS outstanding.
Portfolio Size (generally) Losses
Payment Rate
Enhancement Level
Schedule I Banks large low high-med lowSchedule II Banks medium higher lowest highestRetailers small-med low-high med-high med-high
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Collateral Performance – Gross Yield
Gross Portfolio Yield Peer Comparison
10%
12%
14%
16%
18%
20%
22%
24%
26%
28%
n= 6
Algonq
uin n= 4
Broadw
ay n= 5
CCCT
n= 5
CARDS II
n= 6
Eagle
n= 8
Glacier
Trust
n= 8
Glouce
ster
n= 8
Golden n= 5
MCCT
Annual high and low for 'n' years
LTM high and low
Mean
Source: BM O Capital M arkets, Company Reports
24
Collateral Performance – Charge Offs
Charge-Off Peer Comparison
1%
2%
3%
4%
5%
6%
7%
8%
9%
Annual high and low for 'n' years
LTM high and low
Mean
Source: BM O Capital M arkets, Company Reports
25
Collateral Performance – Payment Rates
Payment Rates Peer Comparison
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
55%
n= 6
Algonq
uin n= 4
Broadw
ay n= 5
CCCT
n= 5
CARDS II
n= 6
Eagle
n= 8
Glacier
Trust
n= 8
Glouce
ster
n= 8
Golden n= 5
MCCT
Annual high and low for 'n' years
LTM high and low
Mean
Source: BM O Capital M arkets, Company Reports
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Stress Testing Cash Flows - Rating Agency ‘AAA’ Stress Tests
Constant for highly rated banks; declining for
retailers
Constant for highly rated banks; declining
for retailers
Dependent on credit quality
Purchase Rates
45-55% stressup to 75% stress35-50% stressPayment Rate
1.5x-2.0x initially increasing to 3x-5x
2.0x initially increasing to 3x-5x
4.0x-5.0xCharge Offs
stressed yield is 11-12% 40-70% decline 11.5% floor on prime
portfolios
30-45% declinePortfolio Yield
S&PMoody'sDBRS
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Stress Testing Cash Flows Results – Moderate Stress
Variables Stressed As Follows:
• Charge-offs increased 200-300% from current levels
• Gross Yield Stress @ 10-20% of current levels and deduct 2% alternative servicer fee
• Assume cash collateral account has built to max. level (5-6%)
• Purchase rate declines to 0%
Time to Repay ‘AAA’ Debt is Highly Sensitive to Payment Rates
Purchase Rate = 100%
Purchase Rate = 50%
Purchase Rate = 0%
Schedule I Banks 7-8 10-11 12-14Retailers 11-12 14-15 22-25Schedule II Banks 21-27 27-35 >36 months
Months to Repay 'AAA' Debt
28
Stress Testing Cash Flows Results – Severe Stress Scenario
Variables Stressed As Follows:
• Charge-offs increased by 400% from current levels
• Gross Yield Stress at 50% of current levels; deduct 2% alternative servicer fee
• Payment Rate Stress decreased by 70% from current levels
• Assume cash collateral account has built to max. level (5-6%)
• Purchase rates stress at different levels
Not all ‘AAAs’ Are Created Equal
Purchase Rate = 100%
Purchase Rate = 50%
Purchase Rate = 0%
Schedule I Banks 7-8 10-11 12-14Retailers 11-12 14-15 22-25Schedule II Banks 21-27 27-35 >36 months
Months to Repay 'AAA' Debt
29
Historical Experience – Credit Card Performance
• Canadian Experience– Eaton (bankrupt Canadian retailer) credit card trust – ‘AAA’ went into rapid amortization
and debt fully repaid
– Schedule I Bank credit card charge-offs peaked at 4-5% during last recession (early 90’s)
– Glacier (Canadian Tire) charge-offs peaked at 8.2% in early ’90s; no earlier data available
• Outlook for Canada– Delinquencies doubled in the recessions of the early 90’s and early 80’s; no data for charge-
offs
– Canadian household debt is at record levels, but housing affordability remains within norms
– Consumer bankruptcy rates 0.25% to 0.40% peak to trough in 90’s recession
– Charge-off rates are directly related to unemployment rate levels and consumer bankruptcy rate
– Charge-offs are clearly poised to increase in 2009; prior data makes it difficult to estimate peak
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Historical Experience – Credit Card Performance
• U.S. Experience– Charge-offs: AMEX charge-offs have almost doubled to 6%; BofA charge-offs up 40%;
average levels now 5-7%; up from 3-5%
– Metris Master Trust: specialty financeco bought by HSBC in 2005; did not go into rapid amortization; charge-offs peaked at 15% in ’02
– NextCard Credit Card Trust: a subsidiary of specialty retailer Spiegel; NextBank went into receivership in June/02 and all series of debt went into rapid amortization. Collateral performance deteriorated, with charge-offs more than doubling to >11%, but the portfolio yield remained stable; limited risk to ‘AAA’ debt
– First Consumers Master Trust: This trust was established by First Consumers Bank, which was a subprime-focused bank and went into insolvency in 2002. At the time, charge-offs hit 14% and payment rates had declined to 11% from 17%. The portfolio deteriorated further with charge-offs increasing to 30% for a six-month period and then eased somewhat to 20%. Payment rates ultimately decreased to 5%. All ‘AAA’ debt was fully repaid
• U.S. Outlook– Moodys: Estimates charge-offs will increase to 8.5% by Q4/09; also assumes
unemployment will peak in Q4/09
– Issuers: Taking aggressive action to reduce exposures and write-offs
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Credit Card ABS – Spread Performance
1 Simple average of the eleven trusts that have term ABS outstanding.
5- Yr ABS vs. 5- Yr RY Deposit Note DifferentialIndicative Spread Levels
-40
-20
0
20
40
60
80
100
120
Jan-01 Jan-02 Jan-03 Jan-04 Jan-05 Jan-06 Jan-07 Jan-08
Glacier / Foreign Bank vs. RY Deposit Note
Canadian Bank Credit Card vs. RY Deposit Note
Source: BMO Capital Markets
32
Summary – Canadian Credit Card ABS
• High and stable credit quality– Alignment of interests between Seller of receivables and the trust
Importance of residual cash flows to Sellers
Seller incurs first loss if there is a deterioration in performance
– Relatively stable performance of Canadian credit card trusts; no noticeable credit deterioration of portfolios; Canadian credit card ABS collateral is outperforming U.S. trusts
– Relatively simple structures based on real cash flows
– Cash flow sensitivities - substantial downside protection for ‘AAA’ tranches
– Preference for Canadian Schedule I bank sponsored trusts
• Attractive spread levels and relative value– Spreads are at historical wide levels
– Spreads are at historical wides in relation to bank deposit notes
– Spreads are wider than for some lower-rated corporate debt issuers