Asset-backed securities field guide
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The Law and Lore of Repackaging
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Transformation
Financial services are not immune to the civilisational sweep of the information revolution. As the consumer world glommed onto digital watches, space invaders calculators, Donkey Kong and the graphic user interface so was the banking world being rocked by a Cambrian explosion of sophisticated financial engineering. Swaps, securitisations and investment management mushroomed in the nineteen-eighties.
The revolution was, at first, curiously non-technological. Egged on by the sweet sirocco breeze of economic liberalisation, the pioneering financial innovations of the eighties owed little to the digital age beyond perhaps a willingness to look at old things in a new way. The technology inside a swap was ancient — loans — the innovation was simply to juxtapose offsetting loans, in different currencies, between the same parties, and then do some clever monkey-business to calculate a net present value.
Electronic booking systems made it easier to manage complicated cashflows, but to that extent, technology only sped up the derivatives market but did not actually enable it.
The JC’s nascent view: the technological sine qua non of financial innovation was the humble word processor. Once you could type things on a computer, it just became easier to draft, to mash up, to iterate, to duplicate and propagate. You didn’t have to re-type every page from scratch. Once you could send your files electronically — even by fax — everything became easier still. Bummer for sub-60 couriers and everything, but hey: Deliveroo.
Suddenly we had quite heavily structured derivatives, a neat way to aggregate and resell portfolios of small, idiosyncratic assets, and even ways to reallocate the portfolio risk among different classes of investors with different risk/return profiles. A brave new world beckoned. For the most part, it hasn’t disappointed.
Laterality: OTC versus traded
For all the explosion in innovation, some things stayed the same. In financial markets there has always been a fundamental distinction between the private and bilateral on one hand, symbolised in financial circles by the counter, and the public and unilateral on the other hand, symbolised by the exchange. The OTC contract and the traded instrument.
Bilateral: over-the-counter
The bilateral world is the one of private, two-party (or definable, small number of parties) “over-the-counter” contracts. Contractual counterparties know each other, have a business relationship, are bound into a long-term commitment which they are at liberty to discuss and, if circumstances change, adjust, to meet their common needs. They can see the whites of each other’s eyes. These products are things like loans, swaps, guarantees and securities financings: instruments one cannot trade “on exchange”.
Indeed, one does not typically transfer them at all. While you can transfer the economic risks and benefits of an OTC contract, by novation, assignment or sub-participation, doing so is fiddly. It often requires the borrower’s consent, due diligence and legal documentation. Chin-scratching. KYC. It is laborious.
The “officious bystander” has none but a voyeur’s interest in these arrangements. They are none of her business.
Unilateral: traded
Unilateral contracts are available to all the world. We are in the land of carbolic smoke balls: on obligor creates a financial instrument gives it corporeal form that it can make its own way in the world, wishes it well and — against payment of subscription price — lets it go. It might periodically come back, but on to collect interest or for final redemption. It is, in one way or another, negotiable.[1] These are products like shares, bonds, warrants, futures and options.[2] The instruments themselves may or may not have a term, but individual investors make no formal commitment to hold for any period. They can buy and sell at any time.
Unilaterality has its pros and cons. traded products are, by definition, more liquid: I can get in and out of a position without the borrower’s knowledge, let alone permission, by buying selling in the secondary market. We have no relationship at all: the borrower neither knows nor cares who I am. It grants me no special favours. Exchange-traded products tend towards standardisation of terms, to encourage liquidity. This has regulatory advantages: many institutions can only make investments they can easily get out of, and tradable securities more easily meet that requirement.
Meeting of the twixt
Just as, on our ad hoc theory, it revolutionised finance so did the word-processor bridge the divide between the “private, fiddly, and bespoke” bilateral contracts and “public, plain and standardised” unilateral instruments. The technology to obliterate that divide, with electronic clearing, distributed ledgers and so on perhaps now exists, but if it does, is emerging slowly.
For the time being there are over-the-counter contracts, and there are traded ones. But some of the traded ones have a lot more of the characteristics of OTC contracts than they ever used to. An asset-backed security is often just a portfolio of bilateral contracts — loans, derivatives, options, guarantees — rounded up and put into a special purpose vehicle, which brings no credit exposure of its own, but simply “securitises” the asset swap package, converting it into a traded instrument.
Hence the manifold varieties of asset-backed security: the securitisation, the collateralised loan obligation, the collateralised debt obligation, the credit-linked note, and the humble repackaging.