This covered bonds primer provides a comprehensive guide to the fundamentals and key features of the product.
Let's start with an obvious question…
What Is A Covered Bond?
A covered bond is a debt instrument secured by a cover pool of assets. As long as the issuer is solvent, it is obliged to repay its covered bonds in full on their scheduled maturity dates. If the issuer is insolvent, the proceeds from the cover pool assets will be used to repay the bonds.
Covered bonds were first introduced in Prussia in 1769 by Frederick the Great, and in Denmark in 1797. France issued the first "obligations foncieres" in 1852. Despite such a long history, it was not until the end of the twentieth century that the size and geographic scope of this market broadened considerably, boosted by the introduction of "jumbo" covered bonds in 1995, the introduction of the euro in 1999, and the approval of dedicated legislative frameworks in a number of new countries.
The great financial crisis and the European sovereign debt crisis proved that covered bonds can be a resilient source of funding even in times of wider market turmoil, and the amount of outstanding covered bonds peaked in 2012. Even in the countries most affected by the crisis, such as Italy and Spain, banks were able to access the covered bond market, despite other sources of wholesale funding evaporating. Issuers and regulators outside the traditional European markets duly noted banks' ability to issue covered bonds, and expedited the approval or the amendment of legislation governing the issuance of covered bonds.
While at the beginning of this century more than 90% of outstanding covered bonds were still issued out of Germany, Denmark and France, their share had decreased to about 44% by 2017.
What Are The Benefits Of Covered Bonds?
Covered bonds offer significant benefits to issuers and investors, which explain their growing popularity.
Covered bonds play a systemically important role in Europe
While retail deposits still fund most mortgage lending in Europe, covered bonds play an increasingly systemic role.
Financial institutions are still the main investors in covered bonds
While private banks and fund managers have historically been the main investors of covered bonds, central banks have played an increasingly important role, especially following the European Central Bank's decision to include them in its asset purchase program in 2014.
Since financial institutions are the main investors in covered bonds, the legal and regulatory framework that supervises the financial sector's activity is uniquely important for this market.
The Regulatory Framework
Covered bonds enjoy favorable regulatory treatment compared to many other asset classes because of their systemic importance and the relatively low risk profile of the product.
|Current EU Regulatory Framework|
|Undertakings for the Collective Investment in Transferable Securities (UCITS) Directive|
|Article 52(4) provides a common definition for covered bonds|
|Bank Recovery and Resolution Directive (BRRD)|
|Article 44(2) exempts covered bonds from bail-in|
|Capital Requirement Directive (CRR)|
|Article 129 assigns low risk weights to covered bonds|
|Liquidity Coverage Ratio (LCR) Delegated Act|
|Articles 11 to 13 define covered bonds as highly liquid assets|
|Solvency II Delegated Act|
|Article 180(1) assigns low capital requirements for covered bonds held by insurance and reinsurance undertakings|
|European Market Infrastructure Regulation (EMIR)|
|Provides for a specific treatment of cover pool derivatives|
Covered Bonds Versus Securitization
The recourse to the issuer and the consequent lack of risk transfer is the main difference between covered bonds and asset-backed securities, such as residential mortgage-backed securities (RMBS). Since in covered bonds the credit risk remains with the originator, it has a greater incentive to manage it prudently. Covered bond programs have dynamic cover pools so that assets that repay or which are no longer eligible are replaced, compared to RMBS where the pool is generally static and assets are not replaced. Finally, covered bonds tend to have bullet maturities, while in most RMBS principal collections are transferred directly to investors.
|Key Differences Between Covered Bonds And RMBS|
|Debt type||Typically direct bank debt||Debt issued by an SPV|
|Recourse to the originator||Full recourse to the originator||No|
|Tranching||All the bonds rank pari passu||Senior and subordinated notes|
|On/off balance sheet||On the balance sheet of the originator||Off the balance sheet of the originator|
|Asset pool||Dynamic pool||Typically static pool|
|Debt redemption profile||Typically bullet||Typically pass-through|
|Replacement of assets||Nonperforming assets typically replaced||No replacement of nonperforming assets|
Covered Bond Program Structures
Legislation-enabled and structured covered bonds
Initially banks only issued covered bonds in accordance with a dedicated legal framework (legislation-enabled covered bonds). The legal framework would define the covered bond programs' main characteristics, such as eligible assets, minimum overcollateralization, and monitoring.
From 2003, issuers in certain countries without domestic covered bond legislation, such as the U.K. or the Netherlands, established programs that replicated the main features of legislation-enabled covered bonds by means of contractual arrangements (structured covered bond programs). Issuers also sometimes preferred contractual arrangements to gain greater flexibility outside of an established legal framework.
The legal framework, contractual provisions, or a combination of the two need to effectively isolate the cover pool assets for the benefit of covered bondholders, so that covered bond payments continue on their scheduled maturity dates. The issuer can achieve this isolation by setting up an "on-balance sheet" covered bond program or through an "off-balance sheet" program.
In "on-balance sheet" programs, the segregation is achieved on the issuer's balance sheet or by the issuer setting up a distinct subsidiary to hold the cover pool assets (specialist bank model). Covered bond markets with this structure include Austria, Belgium, the Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Korea, Luxemburg, Norway Portugal, Spain, and Sweden.
In "off-balance sheet" programs, the cover pool is isolated in a special purpose-entity (SPE). Structured covered bond programs are typically set up in this way. However, there are instances of legislation-enabled covered bonds that use the "off-balance sheet" structure, such as in Italy. Markets setting up SPEs include Australia, Canada, France, Italy, the Netherlands, New Zealand, Singapore, Switzerland, and the U.K.
There are various parties involved in the effective functioning of covered bond programs, with roles ranging from the origination of cover pool assets to the repayment of the covered bonds. The number and functions of the parties may vary by program.
As long as the issuer is solvent, it is obliged to fully repay its covered bonds on their scheduled maturity dates. If the issuer is insolvent, it will apply the proceeds from the cover assets to repay the covered bonds.
In a traditional "hard bullet" structure, the pool administrator may need to liquidate collateral to repay the bonds on time, on their scheduled maturity dates. By contrast, in a "soft bullet" structure, the pool administrator can extend the maturity date, typically by up to a year, before the covered bonds become due and payable. This postpones the liquidation of the assets, and can help avoid forced sales.
Conditional pass-through (CPT) structures typically switch to a pass-through redemption profile after an issuer insolvency, when either the assets in the pool offer insufficient funds to repay the covered bonds, or a performance test has been breached. In a pass-through redemption, the issuer applies collections from the assets on each payment date to repay the principal on the notes, but the trustee does not need to liquidate the assets, because the maturity of the notes can be extended. The extension date typically depends on the remaining term of the assets, which could enable the issuer to hold the assets to maturity while retaining the option of liquidating assets in advance if market conditions are favorable. An amortization test will typically limit the amount of assets that the issuer can sell to repay any bond series, therefore mitigating the risk that investors in the longer-dated notes rely on insufficient assets to repay them.
Cover Pool Assets
Cover pool assets generally comprise either mortgage loans or public sector loans, and in more limited instances, shipping or small and midsize enterprise (SME) loans. Both residential and commercial loans can be included in cover pools. Public sector lending typically includes loans to--or guaranteed by--national, regional, and local authorities. Cover pools may also comprise a limited percentage of substitute assets, such as bank accounts or highly rated securities for overcollateralization or liquidity purposes.
By the turn of the century, covered bonds were mainly backed by public sector loans, but since then, mortgage loans have gained more market share. This was due to the reduced supply of assets eligible for German public sector covered bond programs following the withdrawal of public sector guarantees from state-owned banks (Landesbanks), and that debt issued by saving banks is no longer eligible.
While the range of eligible cover pool assets for legislation-enabled covered bond programs is defined in the country-specific covered bond framework, structured covered bond programs normally define a set of eligibility criteria contractually. These eligibility criteria aim at ensuring minimum standards of portfolio credit quality, including maximum loan-to-value (LTV) ratios and restrictions on property locations.
The cover pool's ability to repay covered bonds on time after the issuer's insolvency can be challenged by a number of factors, such as a spike in defaults in the portfolio or liquidity shortfalls resulting from asset-liability mismatches. To mitigate such risks, covered bond issuers may be subject to minimum mandatory overcollateralization levels, whereby the asset balance generally needs to exceed the amount of covered bonds by a determined level. The minimum overcollateralization levels as well as the calculation methods vary by jurisdiction.
|Overcollateralization Levels Vary Across Jurisdictional Frameworks|
|Minimum mandatory O/C||8%||2%||5.26%||25%||8%|
|Basis of calculation||Risk weighted assets||Net present value||Nominal value||Nominal value||Nominal value|
The breach of the minimum mandatory overcollateralization level has different consequences depending on the legal framework. These may include the revocation of the issuer's license to issue covered bonds, the suspension of the program, the redirection of cash flows.
In structured covered bond programs, issuers typically commit to a minimum level of overcollateralization via contractual asset coverage tests (ACTs).
These tests are designed to not only ensure a minimum ratio of cover pool assets for covered bonds, but also serve to enhance the credit quality of the assets in the portfolio, by excluding impaired assets from the amount of eligible assets and therefore creating an incentive for issuers to remove them from the cover pool.
The "adjusted cover pool balance" is generally calculated by subtracting, from the principal balance of cover pool assets, loans in arrears or loans that do not meet certain eligibility criteria such as maximum LTV ratios. The "adjusted cover pool balance" is then multiplied by the asset percentage (AP), the result of which will determine the maximum amount of covered bonds that can be issued.
Compliance with the ACT is assessed periodically, typically monthly, and the breach of the test without cure normally triggers an issuer's insolvency.
Following the issuer's insolvency, the amortization test monitors the covered bond program's credit enhancement. The mechanics and calculation of this test is similar to the ACT and its purpose is to ensure that all outstanding covered bonds equally benefit from a minimum level of overcollateralization.
Covered bond programs may include other tests in their structure, such as the net present value (NPV) test or the interest coverage test. The NPV test typically ensures that the NPV of the covered bonds is less than or equal to the cover pool's NPV, while the interest cover coverage test aims to ensure that the expected interest inflows from the portfolio will exceed the interest payments on the bonds for a pre-determined time period.
S&P Global Ratings' Analytical Approach
S&P Global Ratings' credit ratings are designed primarily to provide a forward-looking opinion about the relative rankings of overall creditworthiness among issuers and obligations.
In an indirect way, our consideration of absolute default likelihood can be viewed as associating stress tests or scenarios of varying severity with the different rating categories. For example, we would expect issuers or securities with higher ratings to withstand more severe macroeconomic scenarios without defaulting. Those rated lower would generally have less capacity to withstand these more severe scenarios. In other words, the higher the rating category, the more severe the stress level associated with that category.
|S&P Global Stress Scenarios|
|Rating level||Description||Unemployment rate (%)||GDP decline (%)||Stock market index decline (%)||Examples|
|'AAA'||Extreme stress||>20%||>15%||>70%||Great Depression, 1929 (U.S.); Great Depression, 1937 (U.S.); and Argentine economic crisis (1998)|
|'AA'||Severe stress||15%-20%||6%–15%||60%-70%||Panic of 1837 (U.S.) and Thai currency crisis (1997)|
|'A'||Substantial stress||10%-15%||3%-6%||50%-60%||Panic of 1907 (U.S.) and Latin America debt crisis (1981)|
|'BBB'||Moderate stress||8%-10%||1%-3%||25%-50%||2008-2009 credit crisis (U.S.); Japanese bubble (1989); and early 1990s recession (U.K.)|
|'BB'||Modest stress||6%-8%||0.5%-1%||10%-25%||2001 recession (U.S.) and early 1980s recession (U.S.)|
Our covered bond ratings process follows the methodology and assumptions outlined in our "Covered Bonds Criteria," published on Dec. 9, 2014, and "Covered Bond Ratings Framework: Methodology And Assumptions," published on June 30, 2015. For a full description of our methodology, please refer to these criteria.
We organize our analytical process for rating covered bonds into four key stages:
- Perform an initial analysis of issuer-specific factors--legal and regulatory risks and operational and administrative risks--which mainly assesses whether a rating on the covered bond may be higher than the rating on the issuer;
- Assess the starting point for the rating analysis based on the relevant resolution regimes;
- Determine the maximum achievable covered bond rating based on an analysis of jurisdictional and cover pool-specific factors; and
- Combine the above results and incorporate any additional factors, such as counterparty risk and country risk, to determine the final covered bond rating.
Step 1: Initial analysis
The primary aim of the initial analysis of the covered bond ratings framework is to determine whether the covered bond rating may exceed the rating on the issuer. Due to the dual-recourse nature of covered bonds, the covered bond rating is typically no lower than the relevant rating on the covered bond issuer.
Legal and regulatory risks
The assessment of legal and regulatory risks focuses primarily on the degree to which a covered bond program isolates the cover pool assets from the bankruptcy or insolvency risk of the covered bond issuer. If the asset isolation analysis concludes that covered bonds are not likely to be affected by the bankruptcy or insolvency of the issuer, then we may assign a rating to the covered bonds that is higher than the rating on the issuer.
Operational and administrative risks
The analysis of operational and administrative risks focuses on key transaction parties to assess whether we consider they would be capable of managing a covered bond program for as long as any bonds issued remain outstanding. The key transaction party in a covered bond program is typically the issuer, which originates, underwrites, and services the cover pool assets. In order to potentially assign a rating on the covered bonds that is higher than that on the issuer, the analysis considers the possibility that the covered bond issuer may be unable to perform its duties in the future and contemplates the likelihood of a successor servicer being appointed.
Step 2: Determination of the reference rating level
For ratings on covered bonds that may exceed those on the issuer, as we determine according to step 1, we then proceed to step 2, to determine the starting point for our analysis or reference rating level (RRL). This reflects the likelihood that the issuer can service the covered bonds from its own funds. In general, the RRL is at least equal to the issuer's issuer credit rating (ICR).
Furthermore, certain resolution schemes, although their purpose is to limit government support to failing banks, also provide for a more protective status for covered bonds than for most other liabilities of the bank. This is the case of the EU's Bank Recovery And Resolution Directive, for example. In this case, we consider it possible that an issuer may continue to service protected liabilities, such as covered bonds, even though it may default on other types of liabilities. We therefore may assign an RRL up to two notches higher than the ICR, reflecting what we believe is the effect of the resolution scheme on the issuer's ability to make payments on the covered bonds.
Step 3: Determination of the maximum achievable covered bond rating
If the issuer defaults and is not restored as a going concern following a bank resolution, the covered bond program would turn to sources other than its issuing bank to meet payments due and to mitigate its refinancing risk. The aim of this third step of the covered bond ratings framework is to determine the maximum achievable covered bond rating, i.e., the rating level that is consistent with the available credit support to achieve repayment on the covered bonds.
In our jurisdictional support analysis, we assess the likelihood that a covered bond facing stress would receive support from a government-sponsored initiative instead of from the liquidation of collateral assets in the open market.
Our assessment of jurisdictional support is based on: 1) the strength of the legal framework; 2) the systemic importance of the covered bonds in their jurisdiction; and 3) the sovereign's credit capacity to support the covered bonds. Based on the above factors, we establish a four-point classification of jurisdictional support: very strong, strong, moderate, and weak. Depending on our assessment, the criteria provide for potential rating uplift of up to three notches above our RRL of the covered bond.
To the extent that we give credit to jurisdictional support in our analysis, our jurisdiction-supported rating level (JRL) is capped at the foreign currency rating on the country in which the covered bond issuer is based.
We then consider to what extent overcollateralization enhances the creditworthiness of a covered bond issue by allowing the cover pool to raise funds from a broader range of investors and so address its refinancing needs. This overcollateralization may cover the credit risk only, the expected losses incurred by the cover pool in a stressed scenario, or also the refinancing costs, that is, the additional collateral required to raise funds against its assets to repay maturing covered bonds. We refer to this as "collateral-based uplift".
The "maximum collateral-based uplift" for a given covered bond program depends on our view about the presence of active secondary markets for the assets in the cover pool (to enable the covered bond to raise funds against its assets):
- We may allow up to four notches of collateral-based uplift above the JRL for overcollateralization covering credit risk and refinancing costs where we believe active secondary markets exist to enable the covered bond to raise funds against its assets; or
- We may allow up to two notches of rating uplift above the covered bond's JRL for overcollateralization to cover credit risk only, in jurisdictions that we believe do not have a sufficiently active secondary market to enable the covered bond to raise funds against its assets.
Our analysis of the covered bonds' payment structure considers whether cash flows from the cover pool assets would be sufficient, at the given rating, to make timely payment of interest and ultimate principal to the covered bond on its legal final maturity date.
We also consider whether the overcollateralization is committed or voluntary, and whether liquidity is available for managing market-based refinancing strategies. The uncommitted overcollateralization or lack of committed liquidity may reduce the collateral-based uplift.
Step 4: Additional factors
The aim of the fourth and final stage of the covered bond ratings framework is to determine whether considerations not directly related to the covered bond issuer and covered bond program would limit the maximum achievable covered bond rating (based on the previous two stages). This stage assigns the final covered bond rating after considering the impact of these additional factors.
Counterparty exposure is an important factor when assessing a covered bond program's credit risk because a counterparty's failure to perform on its obligations may lead to a payment default on the bonds. The analysis focuses on obligations arising from third parties that either hold assets or make financial payments that may affect the creditworthiness of covered bonds. Typical examples of entities posing counterparty risk in covered bonds are the parent or related entities, bank account providers, and derivative counterparties.
The country risk analysis considers sovereign and country risks for the jurisdiction of the assets and the issuer. Our structured finance ratings above the sovereign criteria determine a maximum rating differential above the long-term sovereign rating as a function of the underlying assets' sensitivity to country risk and the sensitivity of the covered bond structure to refinancing risk. We categorize the underlying assets' sensitivity to country risk as high, medium, or low and then combine the assessment with the covered bonds' exposure to refinancing risk to assess the maximum differential above the sovereign rating.
|Covered Bonds Sensitivity To Sovereign Default Risk|
|Based on our assessment of refinancing risk|
|Sovereign default risk sensitivity based on our assessment of refinancing risk||Mitigation of refinancing risk||Maximum differential above the sovereign rating (notches)|
|High||Covered bonds issued in a country that is not a member of a monetary union, that do not include structural coverage of refinancing needs over a 12-month period||Two|
|Moderate||Covered bonds issued in a jurisdiction that is within a monetary union, that do not include structural coverage of refinancing needs over a 12-month period||Four|
|Moderate||Covered bonds issued in a country that is not a member of a monetary union, that include structural coverage of refinancing needs over a 12-month period||Four|
|Low||Covered bonds issued in a jurisdiction that is within a monetary union, that include structural coverage of refinancing needs over a 12-month period||Five|
|Low||Pass-through or conditional pass-through covered bonds||Six|
Structural mechanisms to cover refinancing needs over a 12-month period can include liquidity reserves, in which upcoming maturity payments are pre-funded, or extendible maturities.
Where a program has outstanding foreign-currency-denominated covered bonds, the ratings on the covered bonds may be constrained by our transfer and convertibility (T&C) risk assessment. Our T&C assessment reflects our view of the likelihood of a sovereign restricting access to foreign exchange needed to satisfy debt service obligations. Unless there are structural mitigants for T&C risk in place, such as a political risk insurance or third-party guarantees, we would cap the ratings on the covered bonds at the country's T&C assessment.
- Counterparty Risk Framework: Methodology And Assumptions, March 8, 2019
- Sovereign Risk In Rating Structured Finance Securities: Methodology And Assumptions, Jan. 30, 2019
- Covered Bond Ratings Framework: Methodology And Assumptions, June 30, 2015
- Covered Bonds Criteria, Dec. 9, 2014
- Global Covered Bond Characteristics And Rating Summary, published quarterly
- Global Covered Bond Insights, published quarterly
- Harmonization Accomplished: A New European Covered Bond Framework, April 18, 2019
- Covered Bonds In New Markets: Research By S&P Global Ratings, March 21, 2019
- Glossary Of Covered Bond Terms, April 27, 2018
This report does not constitute a rating action.
|Primary Credit Analysts:||Antonio Farina, Madrid (34) 91-788-7226;|
|Marta Escutia, Madrid + 34 91 788 7225;|
|Analytical Manager:||Barbara Florian, Milan (39) 02-72111-265;|
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