Swap history

ISDA Anatomy™ →Go uptown Index: Click ᐅ to expand: ISDA Navigation See ISDA Comparison for a comparison between the 1992 ISDA and the 2002 ISDA. The Varieties of ISDA Experience Subject 2002 (wikitext) 1992 (wikitext) 1987 (wikitext) Preamble Pre Pre Pre Interpretation 1 1 1 Obligns/Payment 2 2 2 Representations 3 3 3 Agreements 4 4 4 EODs & Term Events 5 Events of Default: FTPD • Breach • CSD • Misrep • DUST • Cross Default • Bankruptcy • MWA Termination Events: Illegality • FM • Tax Event • TEUM • CEUM • ATE 5 Events of Default: FTPD • Breach • CSD • Misrep • DUST • Cross Default • Bankruptcy • MWA Termination Events: Illegality • Tax Event • TEUM • CEUM • ATE 5 Events of Default: FTPD • Breach • CSD • Misrep • DUSS • Cross Default • Bankruptcy • MWA Termination Events: Illegality • Tax Event • TEUM • CEUM Early Termination 6 Early Termination: ET right on EOD • ET right on TE • Effect of Designation • Calculations; Payment Date • Payments on ET • Set-off 6 Early Termination: ET right on EOD • ET right on TE • Effect of Designation • Calculations • Payments on ET • Set-off 6 Early Termination: ET right on EOD • ET right on TE • Effect of Designation • Calculations • Payments on ET Transfer 7 7 7 Contractual Currency 8 8 8 Miscellaneous 9 9 9 Offices; Multibranch Parties 10 10 10 Expenses 11 11 11 Notices 12 12 12 Governing Law 13 13 13 Definitions 14 14 14 Schedule Schedule Schedule Schedule Termination Provisions Part 1 Part 1 Part 1 Tax Representations Part 2 Part 2 Part 2 Documents for Delivery Part 3 Part 3 Part 3 Miscellaneous Part 4 Part 4 Part 4 Other Provisions Part 5 Part 5 Part 5 Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

The sacred prehistory of “the one agreement to rule them all” — the Single Agreement; known these days as the ISDA Master Agreement — predates even the First Men and, yea, even before them, to the black dawn of prehistory when free cash flows were first discovered in the wild and artificially set against each other for pleasing effect by the Children of the Forest. Swaps were even mentioned in passing in the Old Testament:

But if he be poorer than thy estimation, then he shall present himself before the calculation agent, and the calculation agent shall value him; And if it be a physical settlement, whereof men bring an offering unto the LORD, all that any man giveth of such unto the LORD shall be holy. And if he shall at all swap cashflow for asset, yea, or asset for cashflow, then the exchange thereof shall be holy.

—Leviticus 27:10

Alas this ancient wisdom was buried during the destruction of the great library at Alexandria, and was not re-discovered until Salomon brothers had a bright idea in their Manhattan shoe-shop in 1981.

Modern history

Swaps originated in the UK in the late 1970s, days, when men were men and governments were suspicious of foreign speculators fannying around in their currencies. Despite running a swap shop, Noel Edmonds was not involved. HMRC, for example, would tax foreign exchange transactions into and out of sterling, constraining capital flight, it was thought, and increasing domestic investment.

Still, there was a whole world out there waiting for British money to chase it. So, those financial wizards in the city had an idea. How about, simultaneously, I lend you a million pounds, at fixed sterling interest, and you lend me a million and a half dollars (being the equivalent value in USD), at fixed dollar interest, each of us to then pay interest payments in the currency of our respective loans and repay the other on the same day in 5 years’ time?

I lend you dollars. You pay me interest in dollars. At the same time, you lend me sterling, and I pay you interest in sterling.

Genius.

Thus, originally, swaps were offsetting loans in different currencies. This arrangement allowed each side to access the foreign exchange of the other country and avoid paying any foreign currency taxes.

IBM and the World Bank entered into the first formal swap transaction in 1981. The World Bank needed to borrow Deutschmarks and Swiss francs to finance its operations, but the Swiss and German governments prohibited it from borrowing activities. IBM, on the other hand, already had large amounts of those currencies, but needed U.S. dollars at a time when interest rates were high.

Salomon Brothers came up with the idea for the two parties to “swap” their debts. IBM swapped its borrowed francs and marks for the World Bank’s dollars.

That was about forty years ago. The swaps market has since grown. A lot. At last count there were roughly USD65 trillion notional in swaps traded each year. For the little that is, in practice, worth.

Banks around the world thought, “now, that’s a sweet idea”. But they encountered legal and financial reporting complications, however: Unsecured loans attract a lot of regulatory capital if you’re the sort of entity like a bank who has to hold regulatory capital. Was there some way the banks could offset the receivable on the loan they had made against the amount they had borrowed, to reduce the risk of the overall transaction and therefore reduce the regulatory capital charge?

It turned out there was. It is called “netting”, but it is a complicated legal mechanism, especially in the insolvency of your counterparty. All kinds of local insolvency rules might interfere with your right to “net” these strange, exotic contracts called “Sw-æps”.

So, the Bank of International Settlements hastily made up some rules to make sure banks were diligently applying netting treatment. You must have a legal opinion assuring you that netting would work in insolvency in all relevant jurisdictions. This seemed harmless enough in 1981, rather like it seemed harmless in 1865 to require someone to walk in front of those new-fangled “automobiles” waving a red flag to warn unsuspecting passers by. And that day a cottage industry was born which, to this day, employs literally tens of thousands of people and wastes hundreds of millions of pounds in compliance each year.

See also

• Red Flag Act
• Netting
• Noel Edmonds’ Multi-Coloured Swap Shop - through which vehicle Noel Edmonds popularised swaps amongst a generation of British children. The UK remains the centre of the global swaps industry to this very day.

Thanks to

• Helpful article on Investopedia