# Synthetic CDOs, Ratings, And Super Senior Tranches: Part 3

#### Prescience and Precedent

In the previous articles (part 1 and part 2), we discussed both the modeling and rating of  CDOs and their tranches. In this article, we will discuss the rating of synthetic CDOs and those fabled “super senior” tranches. As mentioned in the previous articles, I highly recommend that you read my article on Synthetic CDOs and my article on tranches.

#### Funded And Unfunded Synthetic CDOs

As explained here, the asset underlying a synthetic CDO is a portfolio of the long positions of credit default swaps. That is, investors in synthetic CDOs have basically sold protection on various entities to the CDS market through the synthetic CDO structure. Although most CDS agreements will require collateral to be posted based on who is in the money (and may also require an upfront payment), as a matter of market practice, the protection seller does not fund the long position. That is, if A sold $1 million worth of protection to B, A would not post the$1 million to B or a custodian. (Note that this is a market convention and could change organically or by fiat at any moment given the current market context). Thus, B is exposed to the risk that A will not payout upon a default.

Because the long position of a CDS is usually unfunded, Synthetic CDOs can be funded, unfunded, or partially funded. If the investors post the full notional amount of protection sold by the SPV, then the transaction is called a fully funded synthetic CDO. For example, if the SPV sold $100 million worth of protection to the swap market, the investors could put up$100 million in cash at the outset of the synthetic CDO transaction. In this case, the investors would receive some basis rate, usually LIBOR, plus a spread. Because the market practice does not require a CDS to be funded, the investors could hang on to their cash and simply promise to payout in the event that a default occurs in one of the CDSs entered into by the SPV. This is called an unfunded synthetic CDO. In this case, the investors would receive only the spread over the basis rate. If the investors put up some amount less than the full notional amount of protection sold by the SPV, then the transaction is called a partially funded synthetic CDO. Note that the investors’ exposure to default risk does not change whether the transaction is funded or unfunded. Rather, the SPV’s counterparties are exposed to counterparty risk in the case of an unfunded transaction. That is, the investors could fail to payout upon a default and therefore the SPV would not have the money to payout on the protection it sold to the swap market. Again, this is not a risk borne by the investors, but by the SPV’s counterparties.

#### Analyzing The Risks Of Synthetic CDOs

As mentioned above, whether a synthetic CDO is funded, unfunded or partially funded does not affect the default risks that investors are exposed to. That said, investors in synthetic CDOs are exposed to counterparty risk. That is, if a counterparty fails to make a swap fee payment to the SPV, the investors will lose money. Thus, a synthetic CDO exposes investors to an added layer of risk that is not present in an ordinary CDO transaction. So, in addition to being exposed to the risk that a default will occur in any of the underlying CDSs, synthetic CDO investors are exposed to the risk that one of the SPV’s counterparties will fail to pay. Additionally, there could be correlation between these two risks. For example, the counterparty to one CDS could be a reference entity in another CDS. Although such obvious examples of correlation may not exist in a given synthetic CDO, counterparty risk and default risk could interact in much more subtle and complex ways. Full examination of this topic is beyond the scope of this article.

In a synthetic CDO, the investors are the protection sellers and the SPV’s counterparties are the protection buyers. As such, the payments owed by the SPV’s counterparties could be much smaller than the total notional amount of protection sold by the SPV. Additionally, any perceived counterparty risk could be mitigated through the use of collateral. That is, those counterparties that have or are downgraded to low credit ratings could be required to post collateral. As a result, we might choose to ignore counterparty risk altogether as a practical matter and focus only on default risk. This would allow us to more easily compare synthetic and ordinary CDOs and would allow us to use essentially the same model to rate both. Full examination of this topic is also beyond the scope of this article. For more on this topic and and others, go here.

#### Synthetic CDO Ratings And Super Senior Tranches

After we have decided upon a model and run some simulations, we will produce a chart that provides the probability that losses will exceed X. We will now compare two synthetic CDOs with identical underlying assets but different tranches. Assume that the tranches are broken down by color in the charts below. Additionally, assume that in our rating system (Joe’s Rating System), a tranche is AAA rated if the probability of full repayment of principle and interest is at least 99%.

Note that our first synthetic CDO has only 3 tranches, whereas the second has 4, since in in the second chart, we have subdivided the 99th percentile. The probability that losses will reach into the green tranche is lower than the probability that losses will reach into the yellow tranches of either chart. Because the yellow tranches are AAA rated in both charts, certain market participants refer to the green tranche as super senior. That is, the green tranche is senior to a AAA rated tranche. This is a bit of a misnomer. Credit ratings and seniority levels are distinct concepts and the term “super senior” conflates the two. A bond can be senior to all others yet have a low credit rating. For example, the most senior obligations of ABC corporation, which has been in financial turmoil since incorporation, could be junk-rated. And a bond can be subordinate to all others but still have a high credit rating. So, we must treat each concept independently. That said, there is a connection between the two concepts. At some point, subordination will erode credit quality. That is, if we took the same set of cash flows and kept subdividing and subordinating rights in that set of cash flows, eventually the lower tranches will have a credit rating that is inferior to the higher tranches. It seems that the two concepts have been commingled in the mental real estate of certain market participants as a result of this connection.

#### Blessed Are The Forgetful

So is there a difference between AAA notes subordinated to some “super senior” tranche and plain old senior AAA rated notes? Yes, there is, but that shouldn’t surprise you if you distinguish between credit ratings and seniority. You should notice that the former note is subordinated while the latter isn’t. And bells should go off in your mind once you notice this. The rating “AAA” describes the probability of full payment of interest and principle. Under Joe’s Ratings, it tells you that the probability that losses will reach the AAA tranche is less than 1%. The AAA rating makes no other statements about the notes. If losses reach the point X = L*, investors in the subordinated AAA notes (the second chart, yellow tranche) will receive nothing while investors in the senior AAA notes (the first chart, yellow tranche) will not be fully paid, but will receive a share of the remaining cash flows. This difference in behavior is due to a difference in seniority, not credit rating. If we treat these concepts as distinct, we should anticipate such differences in behavior and plan accordingly.

# Synthetic CDOs, Ratings, And Super Senior Tranches: Part 2

#### Bait And Switch

My apologies, but this is going to be a three part article.  I have come to the conclusion that each topic warrants separate treatment. In this article, I will discuss the rating of CDO tranches. In the next, I will discuss the rating of Synthetic CDOs and those illusive “Super Senior” tranches.

#### Portfolio Loss Versus Tranche Loss

In the previous article, we discussed how rating agencies model the expected losses on the portfolio of bonds underlying a CDO. The end result was a chart that plotted losses against a scale of probabilities. This chart purports to answer the question, “how likely is it that the portfolio will lose more than X?” So if our CDO has a single tranche, that is if the payment waterfall simply passes the cash flows onto investors, then this chart would presumably contain all the information we need about the default risks associated with the CDO. But payment waterfalls can be used to distribute default risk differently among different tranches. So, if our CDO has multiple tranches, then we need to know the payment priorities of each tranche before we can make any statements about the expected losses of any tranche. After we know the payment priorities, we will return to our chart and rate the tranches.

#### Subordination And Default Risk

Payment waterfalls can be used to distribute default risk among different tranches by imposing payment priorities on cash flows. But in the absence of payment priorities, cash flows are shared equally among investors. For example, if each of 10 investors had equal claims on an investment that generated $500, each investor would receive$50. Assuming each made the same initial investment, each would have equal gains/losses. However, by subordinating the rights of certain investors to others, we can insulate the senior investors. For example, continuing with our 10 investors, assume there are 2 tranches, A and B, where the A notes are paid only the first $500 generated by the investment and the B notes are paid the remainder. Assume that 5 investors hold A notes and that 5 investors hold B notes. If the investment generates only$500, the A investors will receive $100 each while the B investors will receive nothing. If however the investment generates$1,500 the A investors will receive $100 each and the B investors will receive$200 each. This is just one example. In reality, the payment waterfall can assign cash flows under any set of rules that the investors will agree to.

It follows from the data in the chart that the probability that losses on the CDO will be less than or equal to: $35 million is 90%;$40 million is 95%; $65 million is 99%. We define the tranches as follows: tranche A is paid the lesser of (i)$35 million and (ii) the total return on the CDO pool (the green tranche);  tranche B is paid the lesser of (i) $25 million and (ii) the total return on the CDO pool less any amounts paid to tranche A (the yellow tranche); tranche C is paid the lesser of (i)$5 million and (ii) the total return on the CDO pool less any amounts paid to tranches A and B (the blue tranche); and tranche D is paid the lesser of (i) $35 million and (ii) the total return on the CDO pool less any amounts paid to tranches A, B, and C (the red tranche). After some thought, you should realize that, according to Joe’s Ratings, tranche A is AAA; tranche B is AA; tranche C is A; and tranche D is SIG. # Synthetic CDOs, Ratings, And Super Senior Tranches: Part 1 #### Super Senioritis I’ve been perusing the finance blogs lately and I’ve noticed a recent obsession with Synthetic CDOs, specifically the super senior tranches of these transactions. And so I felt it was necessary for me to chime in on the debate, by applying my usual toast-dry analysis to Synthetic CDOs for the second time. This is a huge topic that requires consideration of how Synthetic CDOs function, how they’re rated, and how tranches distribute risk among investors. As a result, I’ve decided to break the article into two parts. This first part deals with the basics of rating the assets contained in CDOs. The next will examine the application of ratings to tranches of CDOs, how that translates into the world of synthetic CDOs, and ultimately, culminate in a discussion of what are known as “super senior tranches.” #### Required Reading You are likely to struggle greatly with this article unless you have some familiarity with Synthetic CDOs. And because I am an unabashed self-promoter, I highly recommend you read my introductory article on Synthetic CDOs and my article on Tranches. If you’re going to read only one, then read the one on tranches. #### Tranches And Structured Products Payment waterfalls allow the risks of an investment to be allocated among different groups of investors, or tranches. For example, in the case of Mortgage Backed Securities, a fixed amount of prepayment risk can be allocated to one tranche by tailoring the rules in the payment waterfall to pass all prepayments of principal to that tranche. But there are risks beyond prepayment risk. One obvious example is default risk. In the MBS world, this is the risk that because of defaults in the underlying mortgages the cash flows from the mortgages backing the notes will be inadequate to make payments on those notes. Obviously, default risk will be a primary concern of any investor. The risk that you will not get paid is arguably paramount to all others. So, payment waterfalls have been developed to address this risk and tailor the distribution of default risk in a way that allows each investor to assume a desired default risk level. But before we can understand how investors distinguish between these different levels of default risk, we must understand how rating systems describe these different levels. #### Rating Systems And Rating Agencies You have undoubtedly heard terms such as “AAA rated” and “AA rated” thrown somewhere near names like S&P and Moody’s. It’s not necessary to become familiar with the peculiarities of each rating agency’s system to appreciate the general idea: the ranking of default risk. That is, the market wants a short-hand system that both describes the probability of default for a particular financial product and can be compared across a disparate class of financial products. So, rating agencies developed models and systems of ratings (using confusingly similar labels like “AAA,” “Baa,” etc.) that purport to do just that. #### How CDO Ratings Work #### Part 1: Past Performance And Correlation The models that rating agencies use to produce their ratings are backward looking. That is, the first step in the process is to accumulate data about how financial products have behaved in the past. Rating agencies, and investors, will look to the past and produce charts like this: They will note that in the past, of all bonds that Moody’s deemed Aaa, less than 1% of such bonds defaulted within 10 years of issuance. People then assume, quite reasonably, that this data provides probabilities of default across time for the various ratings. That is, they assume that if we wish to know the probability that a B rated bond will default in year three, we simply look to the above chart and discover that it is .1977 or 19.77%. Examination of this assumption is beyond the scope of this article. But for a great article on that topic (containing the above table and more!) go here. A CDO is in essence a portfolio of bonds. So in order to model the cash flows of the portfolio, rating agencies turn to charts like the one above and examine the past performance of bonds similar to those in the portfolio. They also look at the correlation of default between the bonds in the CDO portfolio. Correlation, in this context, is a very precise term. And it’s impossible to do justice to the concept in a few sentences. That said, in layman’s terms, when considering the correlation of default between two bonds, rating agencies are looking for a connection between the bonds defaulting. That is, if bond 1 defaults, how does that change our expectation of the probability that bond 2 will default? Exactly how this is done is also well beyond the scope of this article. For those of you who are interested, you can read all about this and more here. #### Part 2: Scenario Analysis So after we have all of our data, we can begin to construct a chart of how likely a given level of loss is. This is done through scenario analysis. That is, the models are run hundreds of thousands of times (and possibly more) using different inputs. In each of these simulations, some bonds might “default.” That is, the model predicts that given a particular set of inputs, certain bonds will default. After each of these simulations, an amount of loss will be calculated, which is based on the estimated recovery values for the bonds in the pool that “defaulted” during that particular simulation. We can then ask, out of all of the simulations, how many times did the loss go above X? So if we ran our simulation 500,000 times, and if the loss was greater than$1 million in only 5,000 of these simulations, then we could say that the probability of the loss being greater than $1 million is .01, or 1%. # Synthetic CDOs Demystified #### Synthetic Debt 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 $100 \cdot (R + F - \Delta)$; pay them $100 in principle at the time at which the underlying CDS expires; with both promises conditioned upon the premise that ABC does not trigger an event of default, as that term is defined in the underlying CDS. In short, D has passed the cash flows from the Treasury/CDS package onto investors, in exchange for pocketing a fee ($\Delta$). 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. #### Synthetic CDOs 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, $E_1, ... , E_k$, where the notional amount of protection sold on each is $n_1, ..., n_k$ and the total notional amount is $N = \sum_{i=1}^k n_i$. 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 $N$ dollars. D sets up an SPV, funds it with the money from the investors, and buys $n_i$ dollars worth of protection on $E_i$ for each $i \leq k$ 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 $N - L$ 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 $(R + F - \Delta) \cdot (N - L)$, where $F$ 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. # Derivatives/Synthetic Instruments Demystified #### What Is A Derivative? A derivative is a contract that derives its value by reference to “something else.” That something else can be pretty much anything that can be objectively observed and measured. For example, two parties, A and B, could get together and agree to take positions on the Dow Jones Industrial Average (DJIA). That’s an index that can be objectively observed and measured. A could agree to pay B the total percentage-wise return on that index from October 31, 2007 to October 31, 2008 multiplied by a notional amount, where that amount is to be paid on October 31, 2008. In exchange, B could agree to make quarterly payments of some percentage of the notional amount (the swap fee) over that same time frame. Let’s say the notional amount is$100 (a position that even Joe The Plumber can take on); the swap fee is 10% per annum; and the total return on the DJIA over that period is 15%. It doesn’t take Paul Erdős to realize that this leaves B in the money and A out of the money (A pays $15 and receives$10, so he loses $5). But what if the DJIA didn’t gain 15%? What if it tanked 40% instead? In that case, we have to look to our agreement. Our agreement allocated the DJIA’s returns to B and fixed payments to A. It didn’t mention DJIA loss. The parties can agree to distribute gain and loss in the underlying reference (the DJIA) any way they like: that’s the beauty of enforceable contracts. Let’s say that under their agreement, B agreed to pay the negative returns in the DJIA multiplied by the notional amount. If the market tanked 40%, then B would have made the fixed payments of 10% over the life of the agreement, plus another 40% at the end. That leaves him down$50. Bad year for B.

So what is the net effect of that agreement? B always pays 10% to A, whether the DJIA goes up, down, or stays flat over the relevant time frame. If the DJIA goes up, A has to pay B the percentage-wise returns. If the DJIA goes down, B has to pay A the percentage-wise losses. So, A profits if the DJIA goes down, stays flat, or goes up less than 10% and B profits if the DJIA goes up more than 10%. So, A is short on the DJIA going up 10% and B is long on the DJIA going up 10%. This is accomplished without either of them taking actual ownership of any stocks in the DJIA. We say that A is synthetically shorting the DJIA and B is synthetically long on the DJIA. This type of agreement is called a total return swap (TRS). This TRS exposes A to the risk that the DJIA will appreciate by more than 10% over the life of the agreement and B to the risk that the DJIA will not appreciate by more than 10%.

There are a number of competing definitions depending on the context. My own personal view is that risk has two components: (i) the occurrence of an event and (ii) a magnitude associated with that event. This allows us to ask two questions: What is the probability of the event occurring? And if it occurs, what is the expected value of its associated magnitude? We say that P is exposed to a given risk if P expects to incur a gain/loss if the risk-event occurs. For example, in the TRS between A and B, A is exposed to the risk that the DJIA will appreciate by more than 10% over the life of agreement. That risk has two components: the event (the DJIA appreciating by more than 10%) and a magnitude associated with that event (the amount by which it exceeds 10%). In this case, the occurrence of the event and its associated magnitude are equivalent (any non-zero positive value for the magnitude implies that the event occurred) and so our two questions reduce to one question: what is the expected value of the DJIA at the end of the agreement? That obviously depends on who you ask. So, can we then infer that A expects the DJIA to gain less than 10% over the life of the agreement? No, we cannot. If A actually owns $100 worth of the DJIA, A is fully hedged and the agreement is equivalent to bona fide financing. That is, A has no exposure to the DJIA (short on the DJIA through the TRS and long through actually owning it) and makes money only through the swap fee. B’s position is the same whether A owns the underlying index or not: B is long on the DJIA, as if he actually owned it. That is, B has synthesized exposure to the DJIA. So, if A is fully hedged the TRS is equivalent to a financing agreement where A “loans” B$100 to buy $100 worth of the DJIA, and then A holds the assets for the life of agreement (like a collateralized loan). As such, B will never agree to pay a swap fee on a TRS that is higher than his cost of financing (since he can just go get a loan and buy the reference asset). #### How Derivatives Create, Allocate, And “Transfer” Risk It is commonly said that derivatives transfer risk. This is not technically true, but often appears to be the case. Derivatives operate by creating risks that were not present before the parties entered into the derivative contract. For example, assume that A and B enter into an interest rate swap, where A agrees to pay B a fixed annual rate of 8% and B agrees to pay A a floating annual rate, say LIBOR, where each is multiplied by a notional amount of$100. Each party agrees to make quarterly payments. Assume that on the first payment date, LIBOR = 4%.  It follows that A owes B $2 and B owes A$1. So, after netting, A pays B $1. Through the interest rate swap, A is exposed to the risk that LIBOR will fall below 8%. Similarly, B is exposed to the risk that LIBOR will increase above 8%. The derivative contract created these risks and assigned them to A and B respectively. So why do people say that derivatives transfer risk? Assume that A is a corporation and that before A entered into the swap, A issued$100 worth of bonds that pay investors LIBOR annually. By issuing these bonds, A became exposed to the risk that LIBOR would increase by any amount. Assume that the payment dates on the bonds are the same as those under the swap. A’s annual cash outflow under the swap is (.08 – LIBOR) x 100. It’s annual payments on the bonds are LIBOR x 100. So it’s total annual cash outflow under both the bonds and the swap is:

(.08 – LIBOR) x 100 +  LIBOR x 100 = .08 x 100 – LIBOR x 100  + LIBOR x 100 = 8%.

So, A has taken its floating rate LIBOR bonds and effectively transformed them into fixed rate bonds. We say that A has achieved this fixed rate synthetically.

At first glance, it appears as though A has transferred its LIBOR exposure to B through the swap.  This is not technically true. Before A entered into the swap, A was exposed to the risk that LIBOR would increase by any amount. After the swap, A is exposed to the risk that LIBOR will fall under 8%. So, even though A makes fixed payments, it is still exposed to risk: the risk that it will pay above its market rate of financing (LIBOR). For simplicity’s sake, assume that B was not exposed to any type of risk before the swap. After the swap, B is exposed to the risk that LIBOR will rise above 8%. This is not the same risk that A was exposed to before the swap (any increase in LIBOR) but it is a similar one (any increase in LIBOR above 8%).

#### So What Types Of Risk Can Be Allocated Using Derivatives?

Essentially any risk that has an objectively observable event and an objectively measureable associated magnitude can be assigned a financial component and allocated using a derivative contract. There are derivative markets for risks tied to weather, energy products, interest rates, currency, etc. Wherever there is a business or regulatory motivation, financial products will appear to meet the demand. What is important is to realize that all of these products can be analyzed in the same way: identify the risks, and then figure out how they are allocated. This is usally done by simply analyzing the cash flows of the derivative under different sets of assumptions (e.g., the DJIA goes up 15%).