The Role of Banks in Asset Securitization

Beginning of article

1. INTRODUCTION

It is probably safe to assume that Frank Capra's intentions in his classic film It's a Wonderful Life were to exalt the fundamental virtues of the human character and to caution us against the perils of material temptations. And yet, almost seventy years later, his film remains one of the best portrayals in Hollywood cinematic history of the role and importance of banks in the real economy. This film could easily be used in a classroom to describe a traditional model of financial intermediation centered on banks, defined here as deposit-taking institutions predominantly engaged in lending. (1)

The typical bank of the 1940s is embodied in the film's Bailey Building and Loan Association, a thrift institution that takes deposits and invests them in construction loans that allow the local residents to disentangle themselves from the clutches of the greedy monopolist, Henry F. Potter. We also see a bank run developing, and we learn of banks' intrinsic fragility when George Bailey, the film's main character and the manager of the thrift, explains to panicked clients demanding withdrawals that their money is not in a safe on the premises, but rather is, figuratively speaking, "in Joe's house ... that's right next to yours."

The film debuted in 1946, but Bailey's bank has remained the dominant model of banking throughout the decades that followed. Indeed, it is by and large the model that has inspired the supervisory and regulatory approach to financial intermediation, at least until recent times. Because of the significant social externalities associated with banks' activities, close monitoring of the banks' books is warranted in order to minimize the risk of systemic events (there is indeed even room for a bank examiner in the film!).

However, if we were to remake the film and fit it into the current context, many of the events would need significant adaptation. For instance, we could still have the bank, but it would be an anachronism to retain the idea that depositors' money is in their neighbors' houses. Most likely, the modern George Bailey would have taken the loans and passed them through a "whole alphabet soup of levered-up nonbank investment conduits, vehicles, and structures," as McCulley (2007) incisively puts it when describing financial intermediation's evolution to a system now centered around the securitization of assets.

Under the securitization model, lending constitutes not the end point in the allocation of funds, but the beginning of a complex process in which loans are sold into legally separate entities, only to be aggregated and packaged into multiple securities with different characteristics of risk and return that will appeal to broad investor classes. And those same securities can then become the inputs of further securitization activities.

The funding dynamics of such activities diverge from the traditional, deposit-based model in several ways. Securitization structures develop the potential for separate funding mechanisms, such as issuance of commercial paper backed by the securitized assets. And the creation of these new classes of securities fuels the growth of other nonbank-centered, secured intermediation transactions, such as repurchase agreements and securities lending, in need of what Gorton (2010) calls "informationally insensitive" collateral.

Under such a complex configuration, traditional banks may no longer be needed, as we witness the rise of what McCulley--apparently the first to do so--calls "shadow banks." The goal of our article is to delve more deeply into the analysis of asset securitization activity in order to address the following fundamental question: Have regulated bank entities become increasingly marginalized as intermediation has moved off the banks' balance sheets and into the shadows? Aside from the insights gained, furthering our understanding of the evolution of financial intermediation has first-order normative implications: If regulated banks are less central to intermediation and if intermediation is a potential source of systemic risk, then a diminished bank-based system would require a significant rethinking of both the monitoring and regulatory fields.

This study provides, for the first time, a complete quantitative mapping of the markets and entities involved in the many steps of asset securitization. Our findings indicate that regulated banks--here defined at the level of the entire bank holding company--have in fact played a dominant role in the emergence and growth of asset-backed securitization and that, once their roles are explicitly acknowledged, a considerable segment of modern financial intermediation appears more under the regulatory lamppost than previously thought.

Using micro data from Bloomberg, we perform an exhaustive census of virtually the entire universe of nonagency asset-backed-securitization activity from 1978 to 2008. For each asset-backed security (ABS), we focus on the primary roles in securitization: issuer, underwriter, trustee, and servicer. These four roles are critical in the life of an asset-backed security, extending from issuance through maturity, and therefore are also critical for the existence of a securitization-based system of intermediation.

We show that the degree of bank domination varies according to product type and securitization role. Banks are inherently better suited to compete for the data-intensive trustee business, capturing in most cases more than 90 percent of these services. Having a strong role in securities underwriting, banks are able to exploit their expertise to capture a significant fraction of asset-backed underwriting as well. Naturally, in issuing and servicing the different segments of the securitization market, banks face competition from nonbank mortgage lenders and consumer finance companies. Nevertheless, we show that banks were able to retain a significant and growing share of issuance and servicing rights as well. Despite the greater complexity of a system of intermediation based on asset securitization, which appears to have migrated and proliferated outside of the traditional boundaries of banking, our findings suggest that banks maintained a significant footprint in much of this activity through time.

Our article is organized as follows: In the next section, we outline the principal roles in securitization. Section 3 describes our sources of information for the vast number of asset-backed securities. In Section 4, we briefly review the explosive growth and evolving nature of the securitization market. Section 5 documents the dominant role of commercial banks and investment banks in securitization. Section 6 concludes.

2. PRIMARY ROLES IN ASSET SECURITIZATION

The securitization process redistributes a bank's traditional role into several specialized functions (see the appendix for details on the evolution of asset securitization and for basic terminology). The exhibit highlights the key roles in the securitization process: issuer, underwriter, rating agency, servicer, and trustee. (2) The issuer (sometimes referred to as sponsor or originator) brings together the collateral assets for the asset-backed security. Issuers are often the loan originators of the portfolio of securitized assets because structured finance offers a convenient outlet for financial firms like banks, finance companies, and mortgage companies to sell their assets.

In the basic example of securitization represented in the exhibit, all of these assets are pooled together and sold to an external legal entity, often referred to as a special-purpose vehicle. The SPV buys the assets from the issuer with funds raised from the buyers of the security tranches issued by the SPV. The transfer of the assets to the SPV has the legal implication of obtaining a true sale opinion that removes issuer ownership and insulates asset-backed investors in the event of an issuer bankruptcy. The SPV often transfers the assets to another special-purpose entity--typically a trust. This second entity actually issues the security shares backed by those assets under GAAP sale rules outlined in the Financial Accounting Standards Board's Statement No. 125.

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Another important role in the securitization process is performed by the servicer, the party responsible for processing payments and interacting with borrowers, implementing the collection measures prescribed by the pooling and servicing agreements and, if needed, liquidating the collateral in the event of default. In cases in which the issuer is also the lender of the underlying assets, there is a greater likelihood that the issuer would retain these servicing rights.

In addition to managing payment flows, servicers are expected to provide administrative help to the trustee. The trustee is an independent firm with the fiduciary responsibility for managing the SPV/trust and representing the rights of the investors (that is, the noteholders). The primary role of the trustee is to disperse payments to investors and to oversee the security on behalf of the investors by collecting information from the servicer and issuer while validating the performance of the underlying collateral.

The role of underwriters in structured finance is similar to that in other methods of securities issuance. Asset-backed-security underwriters fulfill traditional arranger roles of representing the issuer (here, the SPV or trust). The primary job of the underwriter is to analyze investor demand and design the structure of the security tranches accordingly. Consistent with traditional, negotiated cash-offer practices, underwriters of asset-backed bonds would buy at a discount a specified amount of the offer before reselling to investors. In addition to marketing and selling these securities, underwriters provide liquidity support in the secondary trading market. Because asset-backed securities trade in over-the-counter markets, the willingness of underwriters to participate as broker-dealers by maintaining an inventory and making a market enhances the issuance process.

Working closely with the rating agencies, the underwriter helps design the tranche structure of the SPV to accommodate investors' risk preferences. Under the guidance of rating agencies, the expected cash flows from securitized assets are redirected by the underwriter into multiple tranches. The rating …