Before we can understand how a synthetic CDO works, we must understand how credit default swaps create synthetic exposure to credit risk. Let’s begin with an example. Assume that D sold protection on $100 worth of ABC bonds through a CDS. Assume that on the day that the CDS becomes effective, D takes $100 of his own capital and invests it in risk-free bonds, e.g., U.S. Treasuries (in reality Treasuries are not risk-free, but if they go, we all go). Assume that the annual interest rate paid on these Treasuries is R. Further, assume that the annualized swap fee is F. It follows that so long as a default does not occur, D’s annual income from the Treasuries and the CDS will be I = $100 x (R + F) until the CDS expires. If there is a default, D will have to payout $100 but will have received some multiple of I over the life of the agreement prior to default.
So, D sets aside $100 and receives the risk free rate plus a spread in exchange. If ABC defaults, D loses $100. If ABC doesn’t default, D keeps $100 plus the income from the Treasuries and the swap fee. Thus, the cash flows from the CDS/Treasuries package look remarkably similar to the cash flows from $100 worth of ABC bonds. As a result, we say that D is synthetically exposed to ABC credit risk.
But what if D doesn’t want this exposure? Well, we know that he could go out to the CDS market and buy protection, thereby hedging his position. But let’s say he’s tired of that old trick and wants to try something new. Well, he could issue synthetic ABC bonds. How? D receives $100 from investors in exchange for promising to: pay them interest annually in the amount of ; pay them $100 in principle at the time at which the underlying CDS expires; with both promises conditioned upon the premise that ABC does not trigger an event of default, as that term is defined in the underlying CDS. In short, D has passed the cash flows from the Treasury/CDS package onto investors, in exchange for pocketing a fee (). As noted above, the cash flows from this package are very similar to the cash flows received from ABC bonds. As a result, we call the notes issued by D synthetic bonds.
In reality, if D is a swap dealer, D probably sold protection on more than just ABC bonds. Let’s say that D sold protection on k different entities, , where the notional amount of protection sold on each is and the total notional amount is . Rather than maintain exposure to all of these swaps, D could pass the exposure onto investors by issuing notes keyed to the performance of the swaps. The transaction that facilitates this is called a synthetic collateralized debt obligation or synthetic CDO for short. There are many transactions that could be categorized fairly as a synthetic CDO, and these transactions can be quite complex. However, we will explore only a very basic example for illustrative purposes.
So, after selling protection to the swap market as described above, D asks investors for a total of dollars. D sets up an SPV, funds it with the money from the investors, and buys dollars worth of protection on for each from the SPV. That is, D hedges all of his positions with the SPV. The SPV takes the money from the investors and invests it. For simplicity’s sake, assume that the SPV invests in the same Treasuries mentioned above. The SPV then issues notes that promise to: pay investors their share of dollars after all underlying swaps have expired, where L is the total notional amount of protection sold by the SPV on entities that triggered an event of default; and pay investors their share of annual interest, in amount equal to , where is the sum of all swap fees received by D.
So, if every entity on which the SPV sold protection defaults, the investors get no principle back, but may have earned some interest depending on when the defaults occurred. If none of the entities default, then the investors get all of their principle back plus interest. So each investor has synthetic exposure to a basket of synthetic bonds. That is, if any single synthetic bond defaults, they still receive money. Thus, the process allows investors to achieve exposure to a broad base of credit risk, something that would be very difficult and expensive to do in the bond market.