Securitization has gained wide
acceptance as an attractive financing alternative to other forms of
borrowing such as bank debt and bond issuance. This technique can
generate lower costs because, among other structural features, it is
secured by the value of receivables and financial assets on the company
balance sheet. Given that fundraising is critical for the success of any
business, structuring these transactions in an optimal manner is of
great importance from the CEO’s perspective.By using their experience
and insurance market relationships, risk managers can play an important
part in this process by arranging credit insurance, which can help
enhance the quality of the receivables pool and make it better suited
for securitization. Credit insurance can be structured and customized to
create optimal securitization programs for corporate fundraising. It is
an example of the benefits accruing from the convergence of the
insurance and capital markets, with insurance coverage being used to
optimize a capital markets transaction. By partnering with their
colleagues in treasury, risk managers can maximize the size and the cost
savings associated with such securitizations.
What Does Securitization Entail?
Securitization can best be described as the creation of debt securities
supported by specific pools of financial assets, such as loans, leases
or trade receivables. Such a financing solution can provide cheaper
financing than other alternatives such as bank lines or traditional bond
issuance.
This financial alchemy is a consequence of the tranching or
segmentation of credit risk, which creates value by matching each
segment of the investor base with its desired risk profile. A properly
structured securitization can achieve debt ratings that are higher than
the corporate debt ratings of the originator of the financial assets,
and therefore can provide funding at attractive cost levels.
This market has developed significantly over the years, and a wide
range of asset classes have been securitized including equipment leases,
premium finance loans, dealer floor plans, franchise loans, recreational
vehicles and so on. The debt securities can generally be sold in two
broad sets of markets, either as longer-dated Term Asset Backed
Securities (TABS) or as short-dated Asset Backed Commercial Paper (ABCP).
A typical securitization deal begins with an originator who
establishes a bankruptcy-remote special purpose entity (SPE), which
issues the debt securities into the market. The SPE buys the receivables
from the issuer in a true sale, and then sells debt securities backed by
these receivables into the capital markets. The risk retained by the
originator in the SPE is the equivalent of a first loss layer, and the
tranching of risk in securitization is similar to the various layers of
excess-of-loss reinsurance in a treaty. In the case of a
securitization-related SPE, the retention is a function of the quality
of the assets, and the SPE is often treated as an off-balance sheet
entity depending on specific criteria. ABCP can be issued through
multiseller or single-seller programs.
Securitization of receivables can be an attractive means of reducing
funding costs by as much as 200 to 250 basis points. The benefits of
accessing a secured form of financing using a balance sheet asset such
as receivables allows the company to borrow at funding costs associated
with the higher ratings for asset-backed debt versus their own borrowing
costs. Even if the cost savings are not as significant, companies may
still choose to tap this market for funding, since it allows them access
to a different investor base, as compared to the traditional bank and
debt funding sources. The key, however, is that companies that are rated
in a band around the BBB/Baa level can best utilize these benefits,
since cost savings may not be as attractive for higher-rated companies.
The Impact of Risk
The most important criteria in structuring a securitization is the
credit quality and dispersal of risk within a portfolio of receivables.
The tranching and pricing of risk in a securitization transaction draws
upon the law of large numbers from the world of insurance. Having a
diverse pool of receivables without any excessive concentrations of risk
based on counterparty, geographic location or other such criteria is
important in structuring a deal that will be acceptable to investors.
The credit rating assigned to a portfolio of receivables is a
function of the overall quality of the underlying receivables. A large
proportion of accounts in trade receivables portfolios may not be public
companies and therefore not rated by Moody’s or Standard & Poor’s. How
the rating agencies and the investors perceive the receivables directly
impacts the cost of the securitized offering.
In a typical company’s portfolio of receivables, it is not uncommon
to have four or five obligors representing a large proportion of the
total risk. The percentage of receivables in a portfolio that are
concentrated with a few key customers affects the perceived quality of
the book. Excessive exposure to a few clients increases the probability
of loss if a major economic downturn scenario comes to fruition.
Portfolio risk also increases if any major accounts have poor ratings or
are not rated at all. Having pockets of concentrated risk can make it
difficult to extract the maximum possible loan-to-value or size of
financing from a portfolio of account receivables.
In addition, multinational companies and others with overseas sales
have another problem associated with the existence of foreign obligors.
Just as poor or unrated credits are viewed negatively because of the
risk they pose in a downturn, non-U.S. receivables are considered to be
too risky in analyzing and rating a portfolio. In addition to credit
risk, foreign receivables are subject to currency, political and many
other risks that are difficult to quantify, and that do not apply to
domestic receivables.
For these reasons, many securitization agreements explicitly exclude
receivables that represent concentration risk or higher-than-normal
credit risk. These receivables are excluded to mitigate the risk that
investors face from default by any single obligor or risky class of
obligors.
The disadvantage from the borrower’s perspective is that this not
only limits the amount of funding that is available, but it also acts as
a disincentive to do business with some of the best customers of the
firm. For example, an automotive component supplier may have Ford or
General Motors as its single largest customer, constituting over 30
percent of its revenues. In order to get a sufficiently diverse
portfolio, however, the maximum amount of receivables derived from sales
to such key customers may have to be limited.
Likewise, these restrictions put limitations on sales in foreign
markets, which can often be the most attractive and rapidly growing
markets from a strategic viewpoint.
The Risk Manager’s Role in Fundraising
Credit insurance can be a powerful tool for risk managers to maximize
the funding that can be generated from an accounts receivable
securitization, by making otherwise excluded obligors eligible for the
program. The basic concept is to have an insurance wrap for ineligible
obligors by purchasing a credit insurance policy. A wrap is a credit
insurance policy that can cover credit losses resulting from adverse
events such as buyer insolvency, failure to pay or repudiation of
contract.
By doing this, the issuer mitigates the risk that made these obligors
ineligible and makes them eligible to be included in the securitization
program. By using credit insurance for credit concentrations and for
foreign receivables, an issuer can significantly maximize the value
created by its securitization program. Risks relating to quality,
concentration and even historical performance can also be addressed by
means of a credit insurance policy that provides compensation for
nonperforming receivables.
Credit insurance is ideally suited to enhance securitization since it
is often available at a lower cost than letters of credit, sometimes 30
percent to 40 percent cheaper. Moreover, credit insurance is arguably
better suited for short-term receivables included in securitization
programs. Another advantage of using credit insurance to enhance
securitizations is that it taps into a different source of credit
capacity with terms that can often be less onerous than those typically
imposed by LoC banks.
Credit insurance can also reduce the amount of retention required to
achieve a desired rating for the debt securities, and therefore increase
the advance rate or loan-to-value for financing. For example, for
companies with foreign obligors, using insurance such as export credit
insurance to cover foreign receivables may allow a company to minimize
the retention needed and also help achieve a “true sale” of foreign
receivables.
Credit insurance policies can be designed to be effective on a
variable basis and therefore can provide credit enhancement on an
as-needed basis, as distinct from a traditional policy. In some
instances, this also translates to lower fees and other allied costs of
securitization, which are often related to the debt rating.
Using credit insurance can also allow a company to assure future
revenue growth by permitting sales to clients, which may have otherwise
been put on a restricted list, and including the resultant receivables
in the securitization program.
Export credit agencies such as the Multilateral Investment Guarantee
Agency (MIGA) also sell insurance that provides protection for foreign
receivables against commercial and political risks that could result in
nonpayment of invoices. Commercial risks can arise from buyer
insolvencies, bankruptcy, defaults and slow or delayed payment. These
problems can come about for a variety of reasons, such as natural
disasters or poor economic conditions in other countries. Political
risks include war, riots and revolution, as well as currency
inconvertibility, expropriation and changes in import or export
regulations. Foreign receivables can often be insured under a
multiple-obligor policy, and coverage can also be purchased for single
obligors depending on their credit quality and other risk
characteristics.
It is important to note, however, that credit insurance can only
provide benefits for accounts that have a lower credit rating than the
insurer itself—which makes it vital to purchase the policy from a highly
rated insurer.
Structuring the Credit Insurance Policy
Risk managers can work with their treasury colleagues to understand the
composition of the receivables included in a securitization program to
determine which portions can be best enhanced through credit insurance.
This requires them to build models and conduct cost-benefit analyses to
compare the incremental cost of buying insurance versus the benefits of
raising additional lower-cost funding from the securitization.
This process begins with an identification of the top obligors that
represent a large proportion—more than 20 percent—of eligible
receivables. In addition, the risk manager should determine the volume
of foreign receivables that may be currently ineligible for inclusion in
the program. Likewise, the financial institution advising the company on
the securitization may have put additional restrictions on volatile
classes of obligors, such as those in price-sensitive industries or
those rated below a specified threshold. Most securitization agreements
also exclude receivables that represent a concentration risk or
higher-than-normal risk of credit loss. Finally, the risk manager should
examine the level of receivables generated by key clients of the company
and identify any restrictions that are being placed on the sales to
these clients.
The ultimate objective is to ensure that the firm achieves the best
possible results, by optimizing the trade-off between the size of the
retention, which is a function of the quality of the portfolio and the
loss history, and the cost of buying credit insurance.
Working with Treasury
In most companies, the responsibility for fundraising and credit risk
management is assigned to treasury personnel while hazard risk
management and the interface with insurance providers is the domain of
the risk manager. The treasurer or assistant treasurer in charge of
capital markets, who may be handling securitization and fundraising, is
often unaware of the value of tapping credit insurance to maximize the
benefits of securitization.
Given the importance of fundraising and funding costs for a company,
this provides risk managers with an opportunity to partner with their
treasury colleagues, showing them how to use credit insurance to enhance
a securitization program.
The relationships that risk managers have with their broker and the
insurance markets are invaluable in this context. They should therefore
highlight the benefits of tapping this nontraditional source of credit
capacity, as well as the value of their relationships to the CFO and
senior financial management.
Ram Kelkar is region head for enterprise risk management at Marsh
Inc. in Chicago. He has an MBA from The Wharton School and a BSEE from
the Indian Institute of Technology.