Standard and Poor’s Methodology:11 Standard and Poor’s focused on the probability of timely payment, rather than explicitly on default of the sponsor. Standard and Poor’s identified four 3 209-093 Washington Mutual’s Covered Bonds contributors to the covered bond’s rating: (i) the legal framework, (ii) the quality of the collateral, (iii) the cash flows, especially losses due to credit, maturity, and currency mismatches, and payment delays and servicing costs imposed by disruption at the issuer, and (iv) the degree of overcollateralization.
While it was possible that the covered bond was delinked from the rating of the issuer, in practice Standard and Poor’s recognized that default scenarios would likely impose significant payment delays, thereby linking the rating of the issuer with that of the issue. Washington Mutual Washington Mutual was the largest savings institution and 6th largest depository finance institution in the United States. Founded in 1889, the bank had survived the Depression and the savings and loans scandals of the 1980s.
By late 2006, the bank had amassed assets of $346 billion, with $214 billion in deposits. Exhibits 3a and 3b show select financials. WaMu offered a range of financial services typical to savings and loan institutions, including: home and home equity loans; multi-family and other commercial real estate loans; credit facilities and cash management for small businesses; credit cards, annuities and insurance products; as well as securities and brokerage services. 12 Historically, WaMu had been a regional bank, with retail banking operations in California and the U. S. Northwest.
However, starting in the 1990s, the bank undertook a major expansion initiative, led by CEO Kerry Killinger. Part of the expansion occurred through a series of acquisitions. In 1999, for example, WaMu purchased Long Beach Financial, a Californiabased lender specialized in subprime mortgages – loans to borrowers with poor credit. 13 Over the course of a few years, WaMu increased its retail banking network from 412 stores on the West Coast in 1996 to 1,700 locations across the country by 2003. 14 WaMu became known as a particularly aggressive lender, willing to extend loans even to clientswith low incomes or poor credit histories. 15 In 2003, as part of this WaMu’s expansion, the bank introduced an advertising campaign backed by the slogan “The Power of Yes. ” While some of WaMu’s loans were financed by the bank’s large deposit base, the majority were securitized –i. e. , pooled and packaged – and then sold to the secondary market. Sustained by a buoyant housing market, Wamu shareholders collected substantial profits between 2000 and 2004 (see Exhibits 3a and 3b). In 2004, for example, U. S. home prices appreciated by nearly 20 percent.
Urban areas in California, Florida, Nevada, and Arizona experienced particularly rapid price appreciation. In an environment of rapid housing price appreciation, a borrower who suffered a decline in household income could avoid default by selling or refinancing the home. As housing prices rose, WaMu expanded its product mix from home loans and home equity loans into lines of credit, subprime mortgages, and other real estate products. WaMu was an early seller of mortgage products known as “option ARMs,” which were adjustable rate mortgages that offered low initial payments designed to escalate over time.
For WaMu, these loans were attractive because they carried high fees, and allowed the bank to state profits for interest payments that borrowers had not paid yet. In 2003, adjustable rate mortgages comprised about a quarter of WaMu’s lending portfolio; by 2006, about 70 percent. 16 Housing prices in most U. S. markets peaked in 2005, as shown in Exhibit 4. As housing prices leveled off in 2006 and began to fall in 2007, (see Exhibit 4), WaMu profits initially remained relatively flat. In 2006, WaMu posted profits of $3. 5 billion on $13. 5 billion in total revenue.
Nevertheless, the bank took some precautionary measures, cutting jobs in an effort to contain costs. 17 It was in this environment of cooling home prices that WaMu turned to the covered bond market in late 2006. 4 Washington Mutual’s Covered Bonds 209-093 WaMu’s Covered Bond Program WaMu entered the covered bond market in September 2006 with a dual-tranche 4B EUR issue. 18 One tranche followed closely by analysts was a €2 billion 5-year fixed rate issue, maturing on September 27, 2011. The bond paid a coupon of 3. 875 percent and was not callable. 19 At the time the bond was issued, WaMu was the only covered bond issuer outside of Europe. (The remaining covered bonds were issued in May 2007 and matured in 2014). WaMu’s covered bonds were popular with investors – the initial placement of the bonds was four times oversubscribed. 20,21 While it was impossible to tell the exact identities of the current holders of the bonds, it was widely speculated that the Euro-denominated bonds had ended up with European pension funds and banks. The covered bonds initially traded at a yield to maturity of 3. 90%, compared to the yield on a 5-year German government bond of 3.62%. LIBOR, the average dollar denominated interbank rate was 5. 40% and EUROIBOR, the average interbank lending rate denominated in Euros was 3. 06%. The covered bonds were issued by WM Covered Bond Program (WMCB), a statutory trust organized in the State of Delaware. The covered bonds were secured by a series of mortgage bonds issued by WaMu Bank and purchased by WMCB, who sold the bonds via a placement agent to institutional investors. The mortgage bonds, in turn, were secured by a pool of residential mortgage loans owned and serviced by WaMu Bank.
The covered bonds could also be secured by “substitution assets” pledged by WaMu Bank. 22 Exhibit 5 summarizes the structure of Washington Mutual’s covered bond program. Under the terms of the covered bond program, each series of mortgage bonds was held as collateral for a separate series of covered bonds, and would secure only that series of covered bonds. However, if Washington Mutual Bank were to default on any of its mortgage bond obligations, each series of the covered bonds would share pro rata in any proceeds from the cover pool.
As holder of the mortgage bonds, WMCB was required to use the proceeds to pay interest and principal on the related series of covered bonds. However, as the covered bonds were denominated in Euros, WMCB first had to swap the dollar proceeds from the mortgage bonds into Euros. The swap program, typical of covered bond programs, was used to manage timing and currency mismatches between payments to the covered bond holders and payments from the underlying portfolio of mortgages.
The asset monitor of the cover pool periodically applied an “asset coverage test” to check that the mortgages in the pool would be sufficient to pay the interest and principal on the covered bonds. A breach of the asset coverage test would constitute default for WaMu Bank, which would then allow the monitor (who also, in this case, acted as a trustee) to enforce its interest over the cover pool. Provided that WaMu Bank preserved investment grade status, the asset coverage test would be performed annually or anytime that a substitution was made in the cover pool.
But, as WaMu Bank had recently been downgraded, the program required that the asset coverage test be performed monthly. The Asset coverage test: If on any “determination date”23 the adjusted aggregate loan amount was less than the aggregate principal amount of all outstanding mortgage bonds, then WaMu Bank was required to add additional eligible mortgage loans. The adjusted aggregate loan amount was the lower of (a) the sum of the Loan-to-Value current balance of each mortgage loan in the cover pool, which was itself the lower of (i) the unpaid principal balance and (ii) the indexed valuation of the loan multiplied by 0.75; and (b) AP times the sum of the “adjusted current balance” of mortgage loans in the cover pool, which itself was the lower of (i) the unpaid principal balance of the respective 5 209-093 Washington Mutual’s Covered Bonds loan, and (ii) the index value of the mortgage loan. Indexed valuations were based on regional housing indices. 24 AP denoted the “asset percentage,” usually 93 percent, although this figure could be revised downwards if the ratings agencies felt that expected loss rates on the underlying mortgages could be higher. The expected losses would be based on Standard and Poor’s or Fitch, two of the three ratings agencies.
Some analysts felt that the ratings agencies had been increasingly cautious in recent months, revising upwards loss rates on mortgage backed loans. As shown in Exhibit 6, the asset percentage had been lowered to 67 percent. Under the terms of the covered bond program, WaMu Bank was not allowed to merge or consolidate with any other persons or entity, or to change its bank holding company status, unless the new entity acquired all assets of the issuer and agreed to the punctual payment of principal and interest on the mortgages bonds. Distress at WaMu
WaMu’s 2007 first-quarter profit, reported in April, showed a roughly 20% decline relative to Q1 2006. At the time, the U. S. economy was approaching a sharp decline in housing starts and sales, and the business press warned against an inevitable run of foreclosures. CEO Kerry Killinger spoke publicly of “unprecedented deterioration” in the subprime-mortgage market. Inventories of unsold homes were reaching their highest levels in eighteen years, with the supply of single-family homes on the market, which had averaged six months historically, reaching 10 months nationally.
In California, the supply of single-family homes in inventory stood at 15 months. By December 2007, WaMu’s stock price reached a low of $13. 07,25 as the bank cut its dividend by 73%. 26 Throughout banking and financial services, evidence pointed to sector-wide failure: In February, leading London bank HSBC, whose American mortgage unit HSBC Finance had originated the majority of U. S. subprime mortgages, announced $11 billion in write-downs to offset anticipated losses related to failed loans. 27 In March, Bear Stearns shut down two of its hedge funds, in the midst of large losses.
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