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April 2009
STRUCTURED FINANCE
UPDATE ON INDIAN STRUCTURED FINANCE MARKET
Issuance volume fallsSummary
Contacts 18% during FY2009
Structured Finance 1
Ratings Group, Mumbai Issuance volume in the Indian structured finance (SF) market fell 18% in FY2009
over the previous fiscal to Rs. 520 billion. Single corporate loan securitisations [also
Kalpesh Gada known as Single Loan Collateralised Loan Obligations (CLOs) or Loan Sell-Offs
Head—Structured Finance
Products
(LSOs)] accounted for around 68% of the total volume; Asset Backed Securitisation
(91) 22-30470013 (ABS), traditionally the dominant product class, for around 26%; and Residential
kalpesh@icraindia.com Mortgage Backed Securitisation (RMBS) for the balance 6% or so, with its relatively
long tenure continuing to hinder investor appetite. Securitisation of retail assets (both
Pooja Bharwani
Vice-President ABS and RMBS) cumulatively reported a 47% drop in volume during FY2009 over
(91) 22-30470019 the previous fiscal.
pooja.bharwani@icraindia.com
Until the first half of FY2009, the Indian structured finance market was not severely
impacted by the global credit crisis, largely because of the absence of transactions
involving complex derivatives, revolving structures, and credit default swaps. Low
structural complexity and leverage levels relative to that in typical transactions in
developed markets, as well as the fairly stable performance of the underlying assets,
insulated Indian investors from the widespread multi-notch downgrades of structured
finance papers that happened overseas.
However, the tight liquidity conditions during the third quarter of FY2009 led to
significant redemption pressure on Mutual Funds (MFs). In that scenario, the relative
illiquidity and lack of market depth for structured finance paper made their impact
felt. This, along with rising concern over the underlying credit quality, caused
investor interest in structured paper to decline. On the other hand, during the second
half of the fiscal year, the tight liquidity conditions prevailing and the increase in
interest rates together with the rise in delinquency levels in many asset categories
had caused most retail loan Originators to lend more cautiously and scale down
volumes significantly. With a slowdown in the growth of their loan books, the
Originators’ need to securitise loans (to raise resources) also declined.
Going forward, given that securitisation continues to be an important funding tool for
many Originators, ICRA expects ABS volumes to grow modestly, although more
towards the second half of the current fiscal. Regulatory factors such as targets (for
Rating Feature
banks) for priority sector lending would also continue to drive trading in certain loan
assets. With yields in alternative investment avenues like bank CDs reporting a
consistent decline, MFs are likely to start making fresh investments in structured
finance paper, albeit selectively and initially for short tenures. Regulatory measures
by way of recognition and listing of pass-through certificates (PTCs) as securities
could further help the market in the long term, mainly by opening it up for more
Website categories of investors such as foreign institutional investors (FIIs).
www.icra.in
1
Financial Year 2009, i.e. April 1, 2008 to March 31, 2009
ICRA Rating Feature Indian Structured Finance Market–FY2009
525 490 4
Number of deals
FY2009 saw ABS issuance of Rs. 135.7 billion, which
450 420 was about 57% lower than the FY2008 volume; the
238
375 350 average deal size also declined from Rs. 3.1 billion to Rs.
121
300 125 280 1.7 billion over the same period.
225 210
Figure 3: Issuance Volumes in Indian ABS Market
150 140
75 70 350 140
Number of transactions
300 101 120
0 0 95
factors like “priority sector lending” (PSL) guidelines for Share of traditional asset classes in ABS continues
banks continue to be an important driver of securitisation to be high
transactions. All banks need to have a certain portion In FY2009, traditional asset classes such as CVs and
(stipulated by the RBI) of their advances in the “priority cars/UVs continued to be the dominant asset categories
sector” as at the end of the financial year. Consequently, to be securitised.
towards the fiscal year-end, banks falling short of the
Figure 4: Asset Class-wise Distribution of ABS
target for priority sector loan assets seek to acquire Pools—FY2009
qualifying loan portfolios—such as loans to Small Road
SME
Transport Operators, various other Small and Medium Loan, 4% Mixed
Enterprises (SMEs), and to farmers—from other lenders. Pool, 4%
FY2009. Given their short tenures, good credit history till rate PTCs linked to the yield on the underlying pool is
date and the fact that both these asset classes qualify as perhaps the best way of mitigating re-pricing risk.
priority sector lending, ICRA expects securitisation of However, the underlying loans in an RMBS pool are linked
loans against gold and microfinance loan receivables on a to the prime lending rate (PLR) of the Originator, and
rated basis to pick up. investors are often unwilling to take a call on the
movement of the PLR of the Originator or on the change
Residential Mortgage-Backed in the pool’s internal rate of return (IRR), as the same may
Securitisation not necessarily move in tandem with universally accepted
benchmarks. Thus interest risk remains one of the key
RMBS issuance volume increases in FY2009
impediments to growth of the RMBS market in India.
RMBS issuance, including bilateral assignment of
residential mortgage loans, registered a strong growth, Corporate Loans Securitisation
though on a small base, during FY2009. According to Securitisation of individual corporate loans grew at a
ICRA’s estimates, there were six RMBS transactions slower pace in FY2009 than in the previous fiscal year. In
amounting to Rs. 32.9 billion during the year as against FY2009, LSOs amounted to Rs. 351 billion, an increase of
four deals aggregating Rs. 6 billion during FY2008. 10% over FY2008. However, despite the slower growth
Figure 5: Issuance Volumes in Indian RMBS Market rate, LSOs were the largest securitisation product in the
Indian market in FY2009. LSO’s share in the total
60 18
securitisation activity rose to around 68% in FY2009,
Number of transactions
Number of transactions
332
Value (Rs. billion)
Given the volatility in prepayment rates and conversion Source: ICRA‘s estimates
levels, RMBS issuers prefer “par” structures. All the
NBFCs, Telecommunications, Real Estate companies and
RMBS transactions in FY2009 had “par” structures.
Oil or Oil Marketing Companies were the key borrower
In FY2009, all ICRA-rated issuances carried variable groups whose loans got securitised during FY2009.
yields to investors, with such yields linked either to the
pool yields or to an external benchmark. Having floating-
LSO issuances dry up in the second half of FY2009 a different scale (the Recovery Ratings Scale, which
Notably, around 92% of the total LSO issuances of ranges from RR1 to RR5). ICRA analyses the recovery
FY2009 were made in the first half of the fiscal year itself; estimated from the underlying borrower and the
202 transactions by number were executed in the first half quality/liquidity of the security backing the asset. ICRA
as against 21 in the second half. Credit concerns relating also assesses the resolution strategies (asset sale,
to certain key borrower segments that had contributed to restructuring, change of management etc.), the possibility
the growth in LSOs in the past, viz., Real Estate, of the strategy working, and the extent of recovery post-
Construction and NBFCs, together with a systemic implementation of the strategy. Since the ratings assigned
liquidity crunch, led to investor demand for such products to SRs are “private ratings”, reliable data on deal volume
almost drying up in the second half. The low secondary is usually not available. However, the market for non-
market liquidity in structured products—as was evident performing loans securitisation is estimated to have grown
during the period of tight liquidity in the third quarter of the significantly over the last few years. The next step for this
fiscal—was also a key reason for some of the erstwhile market would be to move towards trading the SRs and
investors toning down incremental investments in LSOs. establishing a secondary market, which at this time, is
limited.
Another key factor for the slowdown in LSOs was the
decline in fresh offerings of Fixed Maturity Plans (FMPs) Given the current economic environment—and the likely
of MFs. FMPs are closed-ended schemes offered by MFs rise in NPAs in the banking sector—ICRA expects
and were very popular till the first half of FY2009. LSOs securitisation of non-performing assets to increase in the
were a good investment avenue for the FMPs. While the current fiscal, although on the other hand, the resolution
FMPs were intended to be passive schemes for hold-to- period is also likely to increase.
maturity investors, the credit squeeze in the third quarter
and the credit related issues concerning some of the Update on Regulatory Changes
underlying investments made by the FMPs prompted SEBI Guidelines on Issue and Listing of PTCs
many investors to seek redemptions in such schemes, the
The Securities Contracts (Regulation) Act (SCRA) of 1956
high exit loads notwithstanding. Exiting the investments
was amended in mid-2007 to create a legal framework for
made by these FMPs was found difficult and involved
the listing and trading of PTCs, which in turn could provide
huge discounts on valuation. In January 2009, the
a boost to securitisation issuance. SEBI, the market
Securities and Exchange Board of India (SEBI) brought
regulator, finalised the Guidelines in May 2008.
out revised guidelines on FMPs, which inter alia,
disallowed MFs from providing details such as indicative According to the Guidelines, the trustee has to obtain a
yield and portfolio composition for an FMP at the time of certificate of registration under these regulations before a
launch. Also, the MFs are not permitted to provide a public offer of securitised debt instruments is made or
redemption option to investors in new FMPs. such securitised debt instruments are listed.
Consequently, new FMP offerings have significantly
ICRA understands that no registrations have been made
declined in 2009.
by SEBI pursuant to these guidelines yet.
Going forward, ICRA believes there is potential for LSOs
SEBI guidelines on REMFs
to pick up, albeit selectively and initially for shorter
tenures. However, in the recent Credit Policy (April 2009), SEBI came out with guidelines for Real Estate Mutual
RBI has proposed a minimum lock-in period and retention Funds (REMFs) in April 2008 to enable retail investors
criteria for securitising loans originated by banks. Since access to the realty market. REMFs may facilitate
the originate-to-securitise model has been widely institutionalisation of the real estate sector and encourage
prevalent in this product, implementation of this proposal RMBS and Commercial Mortgage-Backed Securities
could significantly bring down the extent of LSOs. In any (CMBS) issuance as well.
event, the credit quality of the underlying exposures and
that of the underlying transaction documentation are likely
to be viewed more closely by the investing community.
For the purpose of this report, the estimate of the size of the
Draft Guidelines on Change in Management by
structured finance market is based on the rated retail/corporate
ARCs
loan securitisation deals (both bilateral deals and multi-investor
The RBI issued “Draft Guidelines on Change in or Take market deals). Unrated transactions and various on-balance-sheet
Over of the Management of the Business of the Borrower obligations have not been considered.
by Securitisation Companies or Reconstruction Several bilateral loan pool assignment transactions may have
Companies” in December 2008. ICRA believes that been rated on a private basis; these have been excluded from the
implementation of these guidelines will help improve estimates made in this report. The volume of such deals is difficult
to estimate, but could be substantial.
recovery prospects in some cases.
Repack transactions, that is, transactions involving repackaging of
Court Decision Regarding Assignment of Loans ABS and MBS securities, have been included under “ABS” and or
In January 2009, in a case relating to assignment of a “MBS”, respectively.
non-performing loan, the Gujarat High Court passed a In the case of some of the mixed ABS pools not rated by ICRA,
judgment that disallowed the trading of loans between information on the precise share of the different asset classes was
not available. The same has been estimated on the basis of the
banks. The High Court ruled that such trading was in
typical asset category-wise distribution of the various past pools of
violation of the Banking Regulation Act of 1934 and that it the same Originator. Pools for which such estimation has been
would only recognise transfers that occurred under the done constitute around 25% of the total ABS volume.
Securitization and Reconstruction of Financial Assets and An LSO (or loan sell-down) is a relatively simple transaction
Enforcement of Security Interest Act, 2002. wherein the Originator (most often a private sector or foreign bank
or NBFC) securitises the receivables from a single corporate loan
In February 2009, the Supreme Court stayed the High (typically a loan to a home finance company or NBFC or a mid-
Court decision, allowing the banks involved to trade in sized corporate). In most cases there is no external credit
debt, pending final hearing. The RBI and Indian Banks’ enhancement and the credit rating of the PTCs reflects the credit
Association (IBA) have both been allowed as additional quality of the underlying borrower. Often the loan is originated with
the specific intention of securitising it, sometimes within a day of
parties to the appeal moved by the banks. While market
disbursement. Thus, the Originator’s funds are locked in for a
participants are hopeful of a positive outcome, the final minimal period and the gain on securitisation is akin to a non-
judgement of the Supreme Court in this matter could have fund-based income for the Originator. Also, in the absence of
a crucial bearing on securitisation volumes in India. Credit Default Swaps (CDS), this route enables the lenders to
manage their exposure limits on the borrowers. Borrowers often
Outlook prefer the loan route to the bond route of raising funds, since the
latter requires greater disclosure and documentation, thus often
Securitisation and loan pool assignment continues to be being more time-consuming. For the investors, PTCs backed by
an important alternative funding source for many single loans are simple short-tenure instruments, akin to corporate
Originators, especially NBFCs. On the other hand, bonds, with no prepayment risk and tenure uncertainty—unlike
ABS and RMBS.
regulatory factors such as targets (for banks) for priority
sector lending would continue to be motivators for trading The tenure of these loans that get securitised is typically less than
in certain loan assets. In this respect, the pending a year. One common structure, however, is a longer tenure loan,
with an annual put/call option, wherein under the securitisation
Supreme Court decision on the issue of trading in loans
transaction, it is mandatory for the SPV (which is the legal owner
between banks could have an important bearing on both of the loan post-securitisation) to exercise the loan recall option at
bilateral loan assignments as well as securitisation. the end of one year, thereby effectively ensuring a one-year
tenure for the investor. The loans are usually unsecured and in
With yields on alternative investment avenues like bank cases where there is some security, the same is usually created in
CDs declining consistently, MFs are likely to start making favour of a Security Trustee, thereby negating the need to
fresh investments in structured finance paper, albeit “transfer” the security spot assignment of the loan receivables.
selectively and initially for short tenures. Nevertheless, the
availability of funds with MFs—the key investor segment—
would also be a critical factor influencing deal flow.
Regulatory measures by way of recognition and listing of
PTCs as securities could further help the market in the
long term, mainly by opening it up for more categories of
investors such as FIIs.
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