Pru HQ CMBS Value of Structure 7 10
Pru HQ CMBS Value of Structure 7 10
Pru HQ CMBS Value of Structure 7 10
July 2010
Structured
Product
Perspectives
For more information contact:
Miguel Thames
Prudential Investment Management
2 Gateway Center, 4th Floor
Newark, NJ 07102-5096
973.367.9203
miguel.thames@prudential.com
As always seems to be the case, the eclipse of one source of funds invariably led
to the birth of another. And so from the S&L crisis emerged a new source of
financing for commercial real estate activity: the commercial mortgage-backed
securities market. A mortgage lender could now assemble a pool of the
commercial mortgage-backed loans it had made and sell the entire package of
loans to an intermediary, typically a trust or a special purpose vehicle (SPV). That
entity, in turn, would securitize them. To do so, the SPV would divide up the
pool of mortgage loans it had purchased into a range of different buckets based
on perceived credit risk, maturity, and other characteristics, and would then issue
different securities for each risk tier.
150
100
50
0
The Loan-to-Value (LTV) ratio is the second key indicator of loan quality. The LTV ratio expresses the size of
the mortgage loan as a percentage of the value of the underlying property held as collateral. It is critically
important to valuing the underlying collateral within a CMBS trust. At time of issuance, loans in a typical CMBS
trust may have an average LTV ratio of 75% 1, with the ratios of individual loans ranging from 50% to perhaps
80%.
Note that Figure 2 below shows changes over time in Moody's stressed DSCRs and LTVs. Moody's computes
stressed DSCR using a constant loan coupon for all loans, thus putting the DSCR for loans originated under
different interest rate environments on an "apples-to-apples" basis. Likewise, Moody's assumes a constant
relationship between property value and property income when computing stressed LTVs. Moody's
normalization of DSCR and LTV permits easier identification of trends in the quality of loan underwriting across
different time periods by removing the effects of both the interest rate environment and the required returns that
happened to be in effect when a particular loan was originated. When these are removed, trends that otherwise
might not be apparent can be identified.
As shown in Figure 2, Moody's stressed DSCR fell precipitously from 2003 through 2007, while Moody's LTV
rose nearly 25% over the same period. These trends reflected two dynamics: rapidly rising commercial real estate
values relative to property income and more aggressive initial underwriting for new loans. Indeed, Figure 3 below
shows the sharp rise in riskier interest only loans2 during this time.
Figure 2
Loan Underwriting Standards
Declined Rapidly Beginning in 2005
Credit Trends of U.S. Conduit Securitizations
3Q2002 2Q2008
Moodys LTV
(RHS)
Moodys DSCR
(LHS)
1.25
1.20
1.15
1.10
1.05
1.00
0.95
0.90
0.85
0.80
0.75
Figure 3
Sharp Rise in Interest-Only Loans
As Underwriting Standards Deteriorated
2000-2007
Mdy's
DSCR
Moodys
DSCR
Moodys
LTV
Mdy's
LTV
120%
110%
100%
90%
80%
70%
60%
These are conduit securitizations, comprised of diverse pools of underlying commercial mortgage loans. They are the most common
type of CMBS.
An average LTV ratio of 75% means that, on average, the outstanding balances on the mortgage loans equal 75% of the value of the
commercial properties within the trust: $75 million of loans on properties worth $100 million, for example.
These loans, as their name suggests, required only interest payments during the term of the loan, with a balloon payment at maturity.
Figure 4
Sharp Drop-off in Sales of Commercial Properties
Beginning in Mid-2007
$ billions
80
Industrial
70
Apartment
60
50
40
30
20
10
0
Retail
Office
Index Value
200
180
Commercial Property
Price Index
160
-44%
140
120
100
80
Not surprisingly, commercial mortgage loan delinquencies soared in response, from a low of 0.4% in early 2007
to a current high of 8.9%.
Figure 6
CMBS Loan Delinquencies
as % of CMBS Loans Outstanding
Fixed Rate CMBS Conduit Securitizations
April 2002 - June 2010
% 10
9
8
7
6
5
4
3
2
1
0
Delinquent Loans
8.9%
0.4%
375 bps
180 bps
These relatively generous spreads, coupled with the unique structural characteristics of commercial mortgagebacked securities, make certain tranches of these securities highly attractive today. To understand why, lets first
understand the structures and features of such securitizations.
Once commercial mortgage loans are made, the mortgage originator groups the loans together into pools. Pools
generally contain between 100-300 loans, but pool characteristics can vary widely. Conduit securitizations are
loan pools that are typically diversified across loan size, with the ten largest loans comprising perhaps 30-40% of
the pool. Conduit deals are geographically diversified, but do tend to have higher exposure to the major economic
producing regions of the country (i.e., northern and southern California, Texas, and New York). The office, retail,
and multifamily property types typically represent 60-80% of each transaction, with the mix of each type varying
substantially from deal to deal and across vintages. The mix often depends upon the amount of new construction
of each property type along with the number of sales of existing properties.
The mortgage originator sells the pools to a Special Purpose Vehicle that will securitize them. A Special Purpose
Vehicle, or SPV, is a legal entity set up by a company, typically an investment bank or other financial institution,
for a specific purpose of issuing commercial mortgage-backed securities.
There are five key features of commercial mortgage-backed securitizations that are critical to understanding how
they work:
1) Multiple Tranches
A defining feature of all commercial mortgage-backed securitizations is that they are issued in different
tranches, with each tranche differing in payment priority, duration, and yield. The SPV hires an external rating
agency to assign credit ratings to each tranche.
Figure 8 below illustrates the tranche structure. As you can see, tranches range from AAA-rated all the way down
to unrated. Over the years, tranches have become highly segmented, with a number of variations even within a
given ratings tier. By 2005, while the rating agencies had become comfortable assigning AAA ratings to tranches
with only 12-15% credit enhancement, many investors in the CMBS market were not as enthusiastic. These
investors began demanding tranches with higher levels of credit enhancement. The CMBS market evolved
accordingly, to a practice of creating three basic classes of AAA-rated tranches within a commercial mortgagebacked securitization: super senior AAA tranches, a Mezzanine AAA tranche, often referred to as the AM
tranche, and a Junior AAA tranche, or AJ tranche. Each tranche carried a different risk and reward profile
because of its degree of credit enhancement and placement in payment priority within the overall securitization.
2) Varying Degrees of Credit Enhancement
SPVs issuing CMBS often provide credit enhancement to certain tranches of the securitization to improve their
credit quality and earn a higher rating from the external ratings agencies. The securitization illustrated in Figure 8
below includes:
a) A Super Senior AAA tranche as its highest and most creditworthy tranche. Super-senior tranches often
came with 30% credit enhancement, meaning that the tranches subordinate to it comprise 30% of the
securitization. The subordinated 30% is the first to absorb any losses that might occur from the underlying
loans.
b) Immediately below that, but still rated AAA at origination, was often a Mezzanine AAA tranche (also
referred to sometimes as the AM tranche). This tranche typically offers 20% credit enhancement, meaning
that 20% of the securitization is subordinated to this tranche and thus absorbs any losses that might occur
among the loans.
c) Below that, but again still rated AAA at origination, was often a Junior AAA tranche (also referred to as
the AJ tranche) with 12-15% credit enhancement.
20.000%
AAA Mezzanine
10.125%
$2.5 Billion
Mortgage Pool
7.750%
4.500%
3.000%
Subordinated
Tranches
12.375%
2.125%
1.375%
30.000%
AAA Junior
AA
A
BBB
BB
B
Subordination
Unrated
A1
A2
A3
A4
AAA Mezzanine
AAA Junior
AA
A
BBB
BB
B
Unrated
Source: JPMorgan. An Introduction to CMBS, April 2008.
The original size of the A1A4 time tranches are determined by the maturity schedule of the underlying loans in
the securitization. Generally, the A1 tranches are sized to reflect scheduled principal payments expected to occur
within three years. A2 tranches are sized to reflect scheduled principal payments expected to occur between three
and five years, A3 tranches are sized to reflect payments between five and seven years, and A4 tranches reflect
payments in eight or more years. We consider the A1 through A3 tranches as intermediate tranches and the A4
tranche as the last cash flow tranche.
Early time tranches are paid principal fully before any principal payments are made to the later time tranches. In
other words, all investors in the A1 tranche are paid fully before any investor in the A2 tranche is paid at all.
In this way, time tranches redistribute risk even more finely within the AAA-rated super-senior class of a
securitization. This notion of time tranches dramatically changes the risk-reward dynamic of investing in
commercial mortgage-backed securities for many investors. Indeed, it even permits investors with pessimistic
outlooks on commercial real estate to invest in the sector.
It is important to understand that this sequential payment priority among super-senior tranches will hold
as long as realized losses on the underlying loans do not exceed the 30% super-senior credit enhancement.
However, if realized losses ever exceed this level, then all future principal payments from that point
forward will be shared pro-rata between all remaining super-senior tranches. The importance of this
concept, referred to as the pro-rata trigger, will become even clearer after we understand tranche thickness.
5) Tranche Thickness
Each of the individual super-senior time tranches of a securitization could represent anywhere from 1% to 70% of
the entire securitization. This concept is known as tranche thickness and refers to the percentage of the total
securitization that a given tranche comprises. In Table 1 below, we show two different hypothetical
securitizations: one with thin intermediate super-senior tranches and the other with thick intermediate supersenior tranches.
Cumulative thickness refers to the size not only of a given tranche, but also includes all tranches that come
before it in payment priority. Because payments in a commercial mortgage-backed securitization accrue
sequentially, the cumulative thickness of your tranche in a securitization is an important determinant of whether
you will receive your full principal payments in a stress scenario.
There are important differences between cumulatively thin and cumulatively thick tranches. A cumulatively
thin tranche requires fewer principal payments or recoveries to be fully repaid, while a cumulatively thick
tranche requires more principal payments. In Deal A in the example below, the A3 tranche is cumulatively thin,
comprising only 13% of the overall securitization. The A3 tranche in Deal B, on the other hand, comprises 43%
of the securitization, and is thus considered a cumulatively thick tranche. In Deal A, only 13% of the loans
within the entire deal must repay in order for all investors in the tranche to be repaid fully. In Deal B, on the other
hand, fully 43% of the loans within the entire deal must repay for investors in the A3 tranche to be repaid fully.
For this reason, cumulatively thick tranches are not always the most desirable. In fact, the reverse is often true: the
thinner the tranche, the more defensive the security. Thin tranches require less principal repayment, either from
scheduled payments or recoveries on defaulted loans. The lower overall principal required to be repaid shortens
the timeframe needed for payment and lowers the likelihood of hitting the pro rata trigger prior to tranche
repayment.
Table 1
Investors Are Repaid Differently Depending on Whether a Tranche is Thick or Thin
Class
A1
A2
A3
A4
Subordinate
Table 2
Hypothetical $100 Million CMBS Securitization
With The Super-Senior AAA-Rated Tranche Further Divided Into Four Time Tranches
Tranche Name
SubDivision
Tranches
A1
A2
A3
A4
Total
AM
AJ
B - NR
Tranche
Size
($mm)
$3
$7
$3
$57
$70
$10
$8
$12
Tranche
Credit
Enhancement
30%3
30%3
30%3
30%3
30%
20%4
12%4
0%4
Tranche
Tranche
Thickness1 Cumulative
Thickness2
3%
3%
7%
10%
3%
13%
57%
70%
70%
70%
10%
80%
8%
88%
12%
100%
Scenario
Principal
Loss
0%
0%
0%
70%
100%
100%
100%
100%
Source: Prudential Fixed Income. For illustrative purposes only. 1 Tranche Thickness = tranche size/total deal size. 2 Tranche Cumulative
Thickness = tranche thickness + thickness of all tranches paid before such tranche. 3 Tranche Credit Enhancement for super-senior AAA
= 30%. 4 Tranche Credit Enhancement for other tranches = 100% - cumulative thickness; represents the amount of realized loss on the
underlying loans as a percentage of the total pool that can be experienced before such class will take a loss.
Now lets assume a draconian scenario in which 100% of the loans default with a 70% loss severity. A 70% loss
severity means that the pool will suffer $70 million of losses and have $30 million of principal recoveries.
Understand that these assumptions are extremely pessimistic. To put them in perspective, the worst cumulative
commercial mortgage loan default rate ever experienced by any vintage was approximately 30%. Historical loss
severities have averaged 30%. The combination of a 30% default rate and a 30% loss severity produces realized
losses of 9%. The scenario we will discuss below produces 70% realized losses.
The last column in Table 2 above illustrates that even under these very extreme assumptions, the A1, A2, and A3
time tranches experience no loss. This seems counterintuitive, since the trust experienced 70% losses and these
tranches had only 30% subordination. The key is the recovery value of the defaulted loans. Although the trust
had 70% losses, it also had a 30% recovery rate on the defaulted loans. As the losses were applied to the
subordinate tranches, recovery proceeds were being paid to the super-senior tranches sequentially. In the example
above, recovery proceeds equaling 13% of the pool are received prior to the securitization reaching 30% realized
losses.1 Since the cumulative thickness of the A3 tranche is only 13%, the A3 tranche and the ones in front of it
(A1 and A2) are paid out in full before the losses pierce the 30% pro-rata trigger. The last cash flow A4 tranche is
left to absorb the remaining principal losses by itself: in our draconian scenario above, that tranche would incur a
70% loss.
This example demonstrates that if cumulative principal payments (scheduled principal payments as well as
recoveries from defaulted loans) as a percentage of the total pool meets or exceeds a particular tranches
cumulative thickness before realized losses exceed 30%, then that tranche will be repaid in full.
Cumulatively thin tranches in a securitization are highly likely to pay in full. Thats because even if defaults were
high enough to incur 30%+ realized losses in the overall securitization, thereby breaching the trigger level, those
defaults would generate at least some recoveries as they occur. These would be applied sequentially, starting with
the first time tranche. For this reason, time tranches in CMBS securitizations that are cumulatively thin can
withstand extreme realized loss scenarios in the underlying pool.
Since a constant 70% loss severity is assumed for all loans, the 30% pro rata trigger is hit after 43% of the underlying loans default (70%
loss severity x 43% defaulting loans = 30% loss). Since a 70% loss severity translates into a 30% recovery rate (recovery rate = 1 - loss
severity), then the same 43% defaulting loans produce 13% of recovery proceeds (30% recovery rate x 43% defaulting loans = 13% of
recovery proceeds).
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