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An asset-backed
security (ABS) is a
securitized interest in a pool of assets.
Conceptually, the structure is similar to a
mortgage-backed
security (MBS), so it is convenient to describe the structure
according to its differences from MBS.
MBSs are backed by mortgages—fixed rate, floating rate,
residential, commercial, single family, multi-family, etc. ABSs are backed
by non-mortgage assets. This includes auto loans, credit card receivables,
home equity loans, student loans, etc. Due to government guarantees, MBSs
typically entail no credit risk. ABSs generally lack such guarantees, so
they entail credit risk. Due to diversification of the underlying assets,
as well as credit
enhancements, that risk tends to be modest. ABSs can be subject to
prepayment risk,
but this is slight compared to that of MBSs. Consumers are more likely to
refinance a home than an auto in response to a drop in interest rates.
ABSs are appealing to issuers because the structure allows
them to get assets off their balance sheets, freeing up
capital for
further receivables. Also, ABSs make it possible for issuers whose
unsecured debt is below investment grade
to sell investment grade—even AAA-rated—debt.
To create an ABS, a corporation
creates a special
purpose vehicle to which it sells the assets. While is is common to speak
of the corporation as the issuer of the ABS, legally, it is the trust or
special purpose vehicle that is the issuer. It sells securities to
investors. To protect investors from possible bankruptcy of the
corporation, there are three legal safeguards:
Transfer of assets from the corporation is a
non-recourse, true sale.
Investors receive a
perfected interest in the assets'
cash flows.
A non-consolidation legal opinion is obtained
certifying that assets of the trust or special purpose vehicle cannot be
consolidated with the corporation's assets in the event of bankruptcy.
These same safeguards allow the corporation to remove the
assets from its balance sheet. The corporation generally continues to
service the assets—collecting interest and
principal payments, pursuing
delinquencies, etc. It is paid out of asset cash flows for providing these
ongoing services.
For investors, ABSs are an alternative to highly-rated
corporate debt. They generally offer similar or superior liquidity.
Because the underlying assets are diversified, they are less subject to
credit surprises.
ABSs can be structured into different classes or
tranches,
much like
collateralized mortgage obligations (CMOs). There may be senior or
subordinated classes of debt, which have different credit ratings.
Tranches may be structured with different average maturities. Choice of
structure depends upon investor demand as well as the nature of the
underlying assets.

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