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                               CLUB Deal
   LendingClub’s first self-sponsored ABS makes it less beholden to direct loan buyers.

                                                                   July / August 2017 | Volume 17, Number 5
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
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CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
CONTENTS
                                   6
                           Club Deal
             LendingCLub’s first
            self-sponsored ABS
          makes it less beholden
           to direct loan buyers.
              ­By Allison Bisbey

ABS                                                                                                                                                            MBS
 10 Spreading it thin                                                            18 Container rebound                                                            22 Pari passu pileup
         There are few good options                                                      Lessors are returning to the                                                    A decline in CMBS deal sizes
         when loan investors are forced to                                               securitization market as a pickup                                               means even not-so-large loans
         accept lower rates or take their                                                in global trade boosts both con-                                                are being split up into collateral
         money back.                                                                     tainer prices and lease rates.                                                  for multiple transactions.

 12 SEC unmoved                                                                  20 Retail shakeout                                                              24 Housing reform redux
         Even under Trump, the agency                                                    Card companies may soon share                                                   Despite moves toward a biparti-
         remains opposed to relief for CLO                                               the pain felt by traditional retailers                                          san solution, the political atmo-
         managers from risk retention.                                                   as more consumers shop online.                                                  sphere in the Senate remains
                                                                                                                                                                         hyperpartisan.
 14 Second act for Trinitas
         Risk retention created opportuni-                                                                                                                       20 Flood insurance revamp
         ty for the CLO manager, but also                                                                                                                                The House passed five bills in
         spurred its sale to Pine Brook.                                                                                                                                 June, but a key housing market
                                                                                                                                                                         group objects to part of the
 16 VW’s securitization shift                                                                                                                                            package.
         The automaker is likely to reduce
         ABS issuance now that it can
         issue unsecured debt again.

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                                                                                                                                                                    July / August 2017 www.asreport.com 3
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
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                                                                              Editorial
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4 Asset Securitization Report July / August 2017
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
EDITOR’S LETTER
   The Big Deal
   There’s no mistaking the significance of the acronym for LendingClub’s new securitization shelf, Con-
   sumer Loan Underlying Bond (CLUB) Credit Trust 2017-NP1. It’s a true “club” deal, in the sense that a
   few, select investors in Lending Club’s loans were invited to contribute collateral. Yet the term is more
   commonly associated with Wall Street than with Silicon Valley.
      Previously, LendingClub acted purely as a matchmaker, connecting lenders and borrowers over its
   platform. Investors who funded these loans and wanted to turn around and resell them as collateral
   for bonds were left to their own devices. In the words of Todd Baker, it was the “poster child” for the
   idea that this pure sales model was workable.
      Now the company recognizes that providing investors with programmatic access to the capital
   markets can broaden its investor base and reduce its long-term funding costs.
      Plenty of other companies are taking advantage of demand for floating-rate assets to lower their
   funding costs in the unsecured debt markets; an article by Glen Fest looks at the problems this cre-
   ates for CLO managers.
      In a separate article, Glen checks in with Trinitas CEO Gibran Mahmud, who just completed a
   spinoff from Triumph Bancorp, landing at a firm with much deeper pockets, Pine Brook.
      Glen also writes about the rise in demand for shipping containers, which is allowing leasing
   companies to return to the securitization market after a long dry spell. They’re benefitting from both
   higher lease rates and stronger container prices.
      One company that’s likely to be driving by the securitization market less often is Volkswagen,
   which has made some strides since the emissions cheating scandal broke late in 2015 and finds itself
   back in favor with investors in unsecured debt.
      In the commercial real estate market, it’s becoming increasingly common to carve big loans up into
   pieces that can be used as collateral for multiple deals; it’s a practice that may be unavoidable, given
   the smaller sizes of CMBS conduits but has some downsides.
      And Brian Collins of sister publication National Mortgage News talks to key housing market groups
   about their objections to a provision of a flood insurance bill passed by the House Financial Services
   Committee.

                                                                       —Allison Bisbey, Edito in Chief

                                                                     July / August 2017 www.asreport.com 5
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
6 Asset Securitization Report July / August 2017
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
Club Deal
LendingCLub’s first self-sponsored ABS makes it less beholden to
                       direct loan buyers.
                     By Allison Bisbey

                     LENDINGCLUB’S FIRST SECURITIZATION
                     of its own consumer installment loans
                     is an important step in rebuilding its
                     business following a scandal last year       consistent with the asset-light ap-
                     over its corporate controls.                 proach of Silicon Valley darlings (Uber
                        The company has been seeking              owns no cars), gave loan investors too
                     to broaden its funding sources after         much pricing power.
                     concerns about the integrity of its data        Now LendingClub is allowing multi-
                     caused many investors to pause or            ple investors to sell their loans back to
                     scaled back their purchases. Lending-        a securitization trust that it sponsors,
                     Club originally acted purely as a match-     a move that increases economies of
                     maker, connecting borrowers with             scale and ensures some uniformity in
                     lenders over its platform. It did not hold   the bond offerings. The inaugural $279
                     on to the loans. Investors who funded        million deal, backed exclusively by
                     these loans and wanted to turn around        subprime consumer loans, closed last
                     and resell them as collateral for bonds      week.
                     were left to their own devices.                 “By leading this securitization, we
                        That meant the company had no             were able to show that we’re commit-
                     control over how these deals were            ted, control the process and deliver
                     structured, or when they came to mar-        an enhanced experience for new and
                     ket — even though the transactions’          existing investors that buy through our
                     performance could affect its reputation.     platform,” said Valerie Kay, senior vice
                     Moreover, LendingClub’s original model       president and head of the institutional
                     of relying exclusively on loan sales and     investor group at LendingClub. “We
                     not using the firm’s balance sheet, while    want to control our brand, promote li-
                                                                  quidity and provide access to the capital
                                                                  markets to investors.”
                                                                     Kay is part of a new finance team
                                                                  brought in since CEO Scott Sanborn

                                                                    July / August 2017 www.asreport.com 7
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
took the helm last June. She spent           completed its inaugural securitization                      However, a wholesale-based funding
more than 25 years on Wall Street, with      within days of LendingClub’s.                            mix still leaves LendingClub vulnerable
stints at Morgan Stanley and Prudential        Other marketplace lenders, includ-                     to market disruptions and to the credit
Securities.                                  ing Avant and Social Finance, have com-                  performance of the loans underlying
   By sponsoring its own securitiza-         pleted multiple securitizations of loans                 the asset-backed securities, Baker
tions, LendingClub is also taking skin in    made on their respective platforms and                   cautioned.
the game, in the form of the 5% econom-      sold to investors.                                          LendingClub, once the nation’s
ic risk it must hold in order to satisfy       Still, “LendingClub was the poster                     leading online lender, is in a stronger
risk retention rules that took effect last
December.
   In the past, LendingClub played a           Funding mix
supporting role in securitizations of          LendingClub is broadening and diversifying its investor
its loans by buyers, talking to potential      base; data as of fourth quarter 2016
bond investors and rating agencies,
even if it did not have any control over

                                                                                     Oth
                                                                                      er i
the deals, Kay said.

                                                                                       nst
   “After supporting a few securitiza-

                                                                                          itut
                                                                                           ion
tions, we understood that investors and

                                                                                             s, 1
                                                                          Ret
rating agencies would value Lending-
                                                                             ail,                                   , 43%

                                                                                                 3%
                                                                                    13%                        agers
                                                                                                          y man
                                                                                                      Mone
Club having skin in the game,” she said.
“We believe in what we do here, and we
                                                                                           1%

want to broaden the base of investors
                                                                                             3
                                                                                          s,

that have access to our product. If you
                                                                                      nk
                                                                                     Ba

add all that together, securitizations
make sense.”
   The company has started to retain
                                                   Source: Kroll Bond Rating Agency
a small portion of loans on balance
sheet, according to research published
by Kroll Bond Rating Agency, although        child for the idea that a pure [sales]                   position than some of its peers, having
it did not hold or contribute any of the     model was workable,” said Todd Baker,                    raised significant equity when times
collateral for the inaugural deal.           a senior fellow at Harvard’s John F. Ken-                were good. It currently has $534.5
   “We have this whole ecosystem to          nedy School of Government. “It’s pretty                  million in cash available for immedi-
support: our investors, their warehouse      much been proven not to work.”                           ate liquidity, as well as $120 million of
providers … some investors might be             The problem with the marketplace                      unused capacity on a revolving line of
looking to do structured products,” Kay      model today is that the investors know                   credit that expires in December 2020,
said. “We hope to help promote liquid-       the lender has to sell — it has no choice,               according to Kroll.
ity with potential programmatic access       Baker said. “The only leverage the lend-                    The company trimmed its losses
to the capital markets.”                     er has [in determining pricing] is what                  to $29.8 million in the first quarter,
   The shift to what’s known as a hybrid     other investors are out there.”                          less than in each of the previous three
model of both selling whole loans and           The shift to securitization creates a                 quarters.
securitizing them is hardly revolu-          degree of freedom that LendingClub                          Other online lenders are in much
tionary. Prosper Marketplace, another        can use to bring down funding costs                      worse shape. OnDeck Capital, an online
online lender that previously relied         and get to a profit without a massive                    small-business lender based in New
exclusively on whole loan sales, com-        increase in origination, he said. By com-                York, is feeling the pinch as investors
pleted its first securitization in May.      parison, under the old model, it had to                  continue to demand better pricing for
Upstart, a relative newcomer founded         keep increasing originations to have                     loans. It’s now retaining the bulk of the
by several former Google employees,          any chance of being profitable.                          loans it makes, at considerable cost.

8 Asset Securitization Report July / August 2017
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
This lesson was not lost on others.
    “In the early days of marketplace
lending, some platforms had investors
                                             PAYING UP PAYS OFF
sponsoring their own securitization          LendingClub and Upstart went face to face in the securitization market with
shelves,” said Barry Rafferty, Upstart’s     competing offerings of bonds backed by unsecured consumer loans.
head of capital markets. “Issues that            The deals earned identical credit ratings from Kroll Bond Rating Agency,
arose included nonhomogeneous pools          despite the fact that the prime collateral for Upstart’s deal was, by several
due to active selection and inconsis-        metrics, less risky. LendingClub had to pay up for the A- on its senior notes
tently structured deals. Some of those       by offering additional investor protections.
early examples have had performance              This appears to have paid off.
issues.”                                         LendingClub was able to place the notes at a spread of 110 basis points
    By comparison, in Upstart’s first        over Libor, according to PeerIQ, which published a report on the transac-
securitization, “we controlled our own       tion.
shelf. We know the underwriting and              PeerIQ called this a “milestone,” noting that it is competitive with rates
collateral, we’re able to set triggers       offered by GS Bank on certificates of deposit.
appropriately and control how the deal           By comparison, Upstart had to pay a spread of 125 basis points, though
is marketed and structured,” Rafferty        some of the additional spread undoubtedly compensated investors for the
said. “And we offer the benefit of liquid-   longer tenor.
ity and leverage to investors.”                  How did it LendingClub get investors comfortable with the higher risk on
    Kay said that standardization of deals   its nonprime collateral? One answer is the mix of investor protections.
is important to LendingClub. “We’re              Bond investors in both deals benefit from the same kinds of credit
                                             enhancement, including over-collateralization (the value of the collateral ex-
talking to a bunch of investors and
                                             ceeds the value of notes issue), subordination (senior noteholders are first
underwriters about what that means
                                             in line to get repaid, reserve accounts, and excess spread (the difference
for them,” she said. “There are a lot of
                                             between yield on the collateral and yield on the notes). The difference is one
options for investors to choose from on
                                             of degree: the senior tranche of LendingClub’s deal benefits from a total of
our platform. So, this securitization is
                                             52.25%, compared with 44.35% for Upstart.
the first step in establishing a potential
                                                 This was necessary because Kroll expects cumulative losses to reach as
program that we hope will be consis-
                                             high as 22% for the loans backing LendingClub’s bonds, compared with just
tent, standardized and predictable.”         15% for the Upstart collateral.
    Lending Club is looking at ways to           Besides credit support, investors in the senior tranches of the two deals
securitize prime loans, and that this        also benefit from a feature that accelerates repayment of their principal
would likely be done from a separate         should the collateral perform worse than expected. There’s give-and-take
shelf, Kay said.                             between the amount of subordination for the senior notes of a deal and
    When marketplace lenders sponsor         the trigger; in general, the higher the subordination, the more comfortable
their own securitizations, there are         investors in this tranche will be with a less restrictive trigger.
benefits to ABS investors as well: the           That’s what appears to have happened with CLUB 2017-NP1, which was
consistency means that they don’t have       led by Citigroup and JPMorgan. Holders of the equity are providing greater
to do as much work analyzing every           subordination to bond investors. Yet equity holders also benefit from a less
new deal.                                    restrictive CNL trigger. It starts at 7% and peaks at 29%, which PeerIQ says
    “They know that deals structured         is the highest starting level of any recent transaction by its peer group of
from the same platform will have             marketplace lenders.
similar terms,” said Rosemary Kelley, a          By contrast, UPST 2017-1, structured and led by Goldman Sachs, has
senior managing director and co-head         the lowest loss estimate amongst its peers, but also a tighter trigger that
of ABS at Kroll. “That’s what you see        begins at 4% and peaks at 18%.
with deals from Avant, and SoFi; a deal          Barry Rafferty, Upstart’s head of capital markets, said that, “controlling
from their platform is directly compa-       for maturity, our execution was terrific.” He added that Upstart achieved
                                             higher structural leverage for the equity tranche, 85.5% vs 82.5%. —AB
rable to prior deals.”

                                                                                       July / August 2017 www.asreport.com 9
CLUB Deal LendingClub's first self-sponsored ABS makes it less beholden to direct loan buyers.
ABS REPORT

 Loan Refis Hitting CLOs Hard
 Managers who accept lower interest payments on loans risk running afoul of deal cove-
 nants; but if they take their money back, there are few attractive places to put it to work.
 By Glen Fest

 Corporate America’s refinancing boom
 is creating major headaches for some of        Slim pickings
 its biggest lenders, collateralized loan       Strong demand and the slow pace of new issuance is making it easy for
 obligations.                                   corporate borrowers to reduce interest ratest
     Leveraged loans are in high demand
 because they pay floating rates of inter-                                                   New Money           Refi
 est and tend to perform well in a rising            100
 rate environment. Since few companies
                                                     80
 are taking out new loans, borrowers
 are able to demand lower interest rates             60
 from existing lenders.
                                                $B

     This puts CLO managers in a bind:               40
 If they accept lower interest payments,
                                                     20
 there will be fewer funds available to
 service their own debt. They also risk              0
 running afoul of other portfolio metrics                  Jan '17        Feb '17      March '17     April '17          May '17
 intended to protect investors.
                                                 Source: Thomson Reuters LPC
     Allowing borrowers to repay them
 early isn’t a great option either, since
 there are few attractive places to put the   for repayment of the principal of senior        As of May, 20 of 278 CLOs rated by
 money back to work.                          notes issued by CLOs and of distribu-        Fitch and issued from 2014 to 2016 were
     CLOs investing in Regal Cinemas, for     tions to holders of the most subordinate     failing their weighted average spread
 instance, have endured three refinanc-       securities issued in these deals, known      tests. Another 140 CLOs, representing
 ings of a $954 million loan that has been    as the equity, Piedra added.                 50% of the agency’s rated universe, have
 refinanced three times since May 2016.          All told, some $300 million senior        a cushion of less than a 10 basis points
 This has resulted in a cumulative reduc-     bank loans have been refinanced so far       left before breaching their deals’ mini-
 tion of 75 basis points in the spread that   this year. As a result, the weighted aver-   mum spread compliance.
 the loan pays over Libor to 200 basis        age spread (WAS) on U.S. CLOs, or the           Compounding their stress, CLO man-
 points from 275 basis points originally.     difference between the yield on loans in     agers are finding it difficult to take any
     “The loan market is refinancing at       a portfolio and the cost of debt issued      action that would boost spreads. The
 a significant pace that I haven’t seen       to fund the purchase of the loans, has       supply of higher quality loans is so lim-
 since 2006,” said Eddy Piedra, vice          fallen substantially. It stood 3.75% in      ited that they must trade down in credit
 president of leveraged loans for 40/86       May, down nearly 50 basis points (from       to find additional yield. Yet buying
 Advisors, an affiliate of CNO Financial      4.72%) from the same period a year           riskier loans can jeopardize a portfolio’s
 Group that both manages and invests          earlier, according to Fitch Ratings.         compliance with other covenant tests,
 in CLOs.                                        A significant number of CLOs are          including asset quality.
     “It’s definitely having pressure on      now falling short of minimum WAS                Mike Herzig, managing director at
 excess interest,” which is needed both       levels stipulated in deal documents.         THL Credit Advisors, likens striving for

 10 Asset Securitization Report July / August 2017
ABS REPORT

 balance between risk and spreads to           issuance to a record $800 million, an       the needle on spreads takes a lot of
 squeezing a water balloon – containing        increase of $250 million from the level     trading in the portfolio.”
 one problem only manages to exacer-           it was calling for in January. It expects      According to Fitch, over 92% of
 bate another.                                 just $300 million of this to be new         managers of 2014-2016 vintage CLOs
    “You cannot do it all,” he said. “You’re   issuance.                                   have chosen to adjust for spread
 going to have to sacrifice somewhere.”           CLOs aren’t the only ones looking for    tightening by tweaking the cushions on
    The problem is most acute for CLOs         places to put their money to work. With     their diversity or average ratings factor
 printed in the past couple of years.          interest rates headed higher, money is      scores that measure, respectively, their
 Managers of deals that have exited their      flowing into the loan market from other     issuer and industry concentrations and
 non-callable periods (typically two           sources including retail mutual funds       the percentage of lower-rated assets in
 years) can themselves refinance, forc-        and exchange-traded funds. Loans are        their portfolios.
 ing their own investors to accept lower       now changing hands in the secondary            “Managers face a tough decision,”
 interest payments.
    However, some older CLOs grand-
 fathered from risk retention require-         “Managers face a tough decision:
                                               Do I go down in quality and keep
 ments risk triggering compliance if the
 refinance. (It is possible, under certain
 circumstances, to refinance older deals
 without triggering compliance, but only
                                               my spread high?”
 once.)
    The consequences for deals that            market at a premium to par, or face val-    Herzig says. “Do I go down in quality to
 flunk covenant tests are often “main-         ue. The percentage of leveraged loans       keep my spread high?”
 tain and improve” trading restrictions,       trading above 100 cents on the dollar           While THL is not prepared to make
 which limit managers to acquiring             reached 74% in February, though it has      this tradeoff, THL’s Herzig added,
 new collateral that remedies a failed         retreated to a three-month low of 62.6%     “we’ve seen a lot of managers choose
 (or nearly failed) test. In some cases,       as of June 20, according to JPMorgan.       the former, and we’re in a benign credit
 managers may be prohibited from ac-           But either compares unfavorably to the      environment, so maybe it’s fine. They
 quiring additional loans until the test is    2% of leveraged loans traded above par      can junk up the portfolio a bit and buy
 satisfied, according to Wells Fargo.          in February 2016.                           stuff with a little more yield.”
    Things can only get worse.                    CLOs that fail portfolio tests can           Loan refinancing is putting CLOs out
    Wells Fargo estimates that another         apply one of two fixes: They can acquire    of compliance with yet another cove-
 $191 billion of loans will exit their non-    new collateral, or commit future rein-      nant called weighted average life (WAL),
 call periods and be refinanced by the         vestments to adjustments in a portfo-       which measured the average time that
 end of August. That will not only place       lio’s asset quality “matrix” – a combined   it takes a dollar of principal to be repaid
 more lower-yielding assets into the           measurement of spreads, collateral          on a deal. That’s because refinancing
 market, but introduce declining credit        diversity, combined average ratings and     typically involves extending the term of
 quality into the mix as firms with shaki-     recovery ratings.                           a loan, in addition to lowering the inter-
 er credit find easier access to capital.         In this matrix, a manager wanting to     est rate. Wells Fargo reckons that 55%
    Wells Fargo thinks the continued run       boost spreads by acquiring riskier as-      of 2012-2013 vintage CLOs are failing.
 of refinancings and repricings could          sets could make changes to the diversity    Another 12% of 2014 vintage CLOs are
 shrink average WAS levels another 14          or the average pool ratings factor, so      also failing, while another 34% of this
 basis points with CLOs by the end of          long as the cushions in those areas pro-    vintage has a WAL cushion of less than
 summer, putting CLO managers under            tecting investors are not breached while    0.25%.
 additional pressure.                          gaining the higher average spread.              CLO managers respond to failing
    JPMorgan has a similar view. In               This is the choice many managers are     WAL tests by purchasing shorter-dura-
 June the investment bank boosted its          making, said Piedra. “A lot of managers     tion loans, but this, too, typically has a
 forecast for full-year leveraged loan         are pretty well diversified, so to move     negative impact on asset quality.

                                                                                            July / August 2017 www.asreport.com 11
ABS REPORT

 SEC Still Unsympathetic to CLOs
 Despite the Trump administration’s anti-regulatory stance, the Securities and Exchange
 Commission remains opposed to relief from risk-retention rules.
 By Glen Fest

 The Trump administration’s anti-reg-            The agencies’ stance might seem puz-     erly covered as “securitizers” under
 ulatory agenda has yet to permeate the       zling, given the deregulatory stance of     the risk-retention requirements, in
 Securities and Exchange Commission,          SEC Chairman Jay Clayton. But revers-       contrast to the LSTA’s argument that
 which remains opposed to relief for
 collateralized loan obligations.
    Hoping for a more sympathetic ear,        “The LSTA makes two arguments
                                              in support of its efforts to insulate
 the Loan Syndications and Trading
 Association wants to reinstate a federal
 lawsuit that seeks to overturn, or at
 least modify, ‘skin-in-the-game’ rules
                                              CLO managers... Both fail.”
 for CLOs.
    Federal regulators aren’t buying it.      ing Obama-era SEC or Fed positions is       CLO managers fall outside the law’s
    In a response brief filed June 7 the      neither quick nor easy. Clayton has not     definition because they do not own or
 D.C. Circuit Court of Appeals, the           been at his job long, and the Fed lost a    transfer assets.
 Federal Reserve and the Securities and       forceful voice in regulatory policy after      “LSTA is able to reach the oppo-
 Exchange Commission jointly argued           the resignation of Fed Gov. Daniel Ta-      site conclusion only by divorcing the
 that the court should uphold a lower         rullo in April.(In July, President Trump    statutory language from its context
 federal district’s Dec. 22 dismissal of      nominated former Bush administra-           and by adopting a highly restrictive
 the 2016 lawsuit.                            tion Treasury undersecretary Randal         reading of the term ‘transfer,’” the brief
    “LSTA makes two arguments in              Quarles to the top bank supervision         states. “This strained reading of the
 support of its effort to insulate open       post on the Fed board).                     statute’s text is at odds with its purpose
 market CLO managers from Congress’s             In addition, much of the staff that      and would operate both as an unstat-
 risk retention mandate,” reads an argu-      helped draft the rules at the SEC           ed exemption from the risk retention
 ment summary in the 100-page filing.         and elsewhere are still in place, and       requirement for open market CLOs and
 “Both fail.”                                 “running on inertia” from the previous      as a loophole to be exploited by other
    The brief comes after the LSTA filed      administration’s policies, according to     types of securitizers.”
 to resurrect the suit at the appeals         Ganz. “They haven’t gotten new orders,         The agencies also rejected the LSTA’s
 court level. The D.C. appeals court is       so they keep going,” he said.               argument that risk-retention should
 the same body which had remanded                Since filing suit in early 2016, the     only apply to the credit risk in a deal,
 the case to the district court level over    LSTA has sought to either vacate the        rather than the fair-market notional
 a year ago, after the trade group made       rules or modify their application to        value of an entire securitization,
 a long-shot effort at an early favorable     CLOs. The group has primarily sought,           “The agencies linked risk-retention
 ruling from the higher court.                through regulatory rule-making or leg-      to a percentage of the economic value
    Elliot Ganz, general counsel for the      islative proposals, a “qualified” exemp-    of the securitization as a method to en-
 LSTA, said the trade group planned to        tion for CLOs similar to one available      sure sufficient exposure to credit risk,”
 file its answer to the SEC/Fed response,     for residential mortgages.                  the brief states, “and that approach was
 after which a three-judge panel would           In the brief, the SEC and the Fed        entirely permissible, perfectly rational,
 be selected for oral arguments.              argue that CLO managers were prop-          and neither arbitrary nor capricious.”

 12 Asset Securitization Report July / August 2017
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 as a weekly aggregation of Wall Street’s                                                    Common
 securitization research.                                                                    Platform
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                                                                                             are making big changes
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ABS REPORT

 Risk Retention as Opportunity
 Triumph Capital Advisors doubled its business by acquiring Doral Bank’s CLO assets; skin-
 in-the-game rules also spurred its spinoff to deep-pocketed Pine Brook.
 By Glen Fest

 Four years ago, Gibran Mahmud took a         April. That’s what drove TCA and bank
 chance on the little guy.                    company management to seek out a pri-
    At the time, he was head of struc-        vate-equity buyer, New York investment
 tured products and a senior portfolio        firm Pine Brook Partners.
 manager at Dallas-based Highland                The spin-off closed in June, with
 Capital Management – then, as now, the       Mahmud moving over as chief execu-
 largest U.S. CLO manager in terms of         tive and Pine Brook supplying a $250
 assets. But in March 2013, he moved to a     million line of equity. Simultaneous to
 much smaller Big D firm, Triumph Ban-        the acquisition was the launch of the
 corp. With Mahmud’s help, the commu-         $717 million Trinitas VI, the largest deal
 nity bank launched a CLO business, Tri-      to date on the platform.
 umph Capital Advisors, issuing three            Mahmud sat down with ASR to share                     Gibran Mahmud
 deals from its Trinitas shelf platform in    his views on regulation and how it is
 2014 and 2015. Then, in March 2015, the      playing out in the CLO market.               So a long story short, it didn’t make
 company more than doubled its assets                                                      sense to be underneath a bank holding
 under management by acquiring two            What drove the spinoff?                      company anymore.
 existing CLOs in an FDIC auction from        We were a subsidiary of a bank hold-            The way we got in touch with Pine
 the failed Doral Bank of Puerto Rico.        ing company, which, given all of the         Brook is that they are a very well
    But while risk retention created some     regulation and capital requirements, is      known, well-renowned private equi-
 opportunities, both Gibran and Tri-          not great for an asset management com-       ty firm with a very specific focus on
 umph Chairman Aaron Graft also saw a         pany. There are a ton of banking rules       energy, oil and gas and financials, so as
 problem with their original strategy to      that do not necessarily apply to an asset    we were surveying potential partners
 diversify the small commercial lender        manager or a CLO manager, and that           out there, their stellar reputation along
 with a supplemental, fixed-income            makes capital spending from the bank         with the fact they are very focused on fi-
 business. There was no practical means       difficult.                                   nancials, understand our markets, and
 for a $2.6 billion-asset community bank         Overlaying all of that are the risk re-   connections to potential investors to us
 to retain a 5% capital stake in any new      tention rules. If we stayed underneath       and our L.P.’s, was extremely attractive.
 TCA CLO, so in 2015 they established         the bank holding company and used any
 a separately run capitalized vehicle –       bank or bank holding company capital,        Any new strategies?
 Trinitas Capital Management – through        each CLO would have had to be con-              Not really any changes that come to
 which TCA management launched its            solidated on to the holding company’s        mind. The CLOs we put together are the
 fourth and fifth CLOs.                       balance sheet. For example, in this last     standard cookie-cutter, down the mid-
    Even as an off-balance sheet              transaction [closed in June], we put on      dle of the fairway-type of CLOs where
 business, running CLOs through a             $700 million in assets and $630 million      you have 12 years of locked-in financing
 third-party entity outside the bank          in liabilities, which would have thrown      and floating risk on both sides. The only
 structure was “unpredictable at best         the bank holding company ratios all out      way to mess them up is stretch for yield,
 and impractical at worst,” Graft told an-    of whack and make the balance sheet of       which you don’t need to do in a CLO be-
 alysts in a first-quarter earnings call in   the bank holding company worthless.          cause the structure is a 10-times levered

 14 Asset Securitization Report July / August 2017
ABS REPORT

 vehicle. The return is built in it for you   pen, they would not go all the way back       need to have as much capital deployed
 as long as you don’t mess it up.             to zero.                                      as the rules currently stand today.
                                                 I think it just gets scaled back on           We on the other hand, like to take
 How is loan market volatility                perhaps the percentage that’s required        majority equity pieces of our CLOs –
 affecting deals?                             to be held, how you can finance it or         one, for the control, two, to have the
    The loan market has its ups and           where the recourse can go.                    retention as well.
 downs. But currently, what we’re                                                              It doesn’t really affect us; we’re
 presuming is we are in a tightening          How would investors react to a                going to be dual-compliant regardless
 environment. That’s what we did in this      repeal of risk retention?                     because we are already taking the
 last deal [Trinitas VI]. We priced it in       From the mid-90s through the early          requisite amount of equity. We have the
 May [closed in June] and assumed loans       2000s, even through 2014, we lived            ability to do vertical, but we just like the
 would tighten up.                            without even the concept of any reten-        horizontal better.
    We’ll take that into account on a
 forecasting basis. The fact you’re buy-
 ing this loan today, it’s a known issue,     “[Pine Brook] understands our
                                              markets, and connections to inves-
 and it’s a Libor plus 350 [basis points]
 coupon – but in six months it’s going to
 drop to 325, that doesn’t really change
 our credit decision.
                                              tors was extremely attractive.”
 What are the odds of repealing               tion [for CLOs]. So I think the market        What is your outlook for the
 Volcker and risk retention?                  has already accepted a non-retention          rest of 2017?
    For the CHOICE Act [which would           environment. Going forward, newer,                We believe borrowers are still per-
 repeal Volcker], the biggest benefit is      smaller managers could get somewhat           forming, the structures look good, and
 probably indirect, in that it expands        of a benefit by saying “I have my skin in     the checks from private equity sponsors
 the buyer universe for CLOs and allows       the game with you as well.”                   are sizeable. The worse thing out there
 banks to go down further in the capital         But if retention were to be repealed,      is that spreads are pretty tight.
 structure to invest in the mezz and          I don’t think that would be something             Issuance-wise, I don’t see any slow-
 potentially the equity.                      CLO market investors would then force         down outside of the usual August/Labor
    Potentially, you’d be able to add         without the regulation on the market.         Day slowdown period we usually have.
 things like securities, bond baskets,        Or at least I don’t think it would be         Everybody’s pipelines are full and the
 or structured product baskets within         broad-based.                                  ratings agencies are pretty busy.
 CLOs, but likely a very small portion                                                          Now you’re rolling into the time
 given that you still have a rating agency    Will Trinitas maintain its dual               frame where the 2015 transactions
 construct on top of it. So maybe a 5% to     compliant strategy?                           are coming up, and those will require
 7.5% [securities] basket comes back into     The regulators in Europe said 5% [risk        retention or some sort of capital outlay
 CLOs. I don’t see that as a huge benefit     retention] is fine, but they left open also   if you’re trying to refinance or reset
 or detriment; it will just be manag-         the ability to change that in the future.     those. So I think from that perspective
 er-by-manager who decides that this          So it’s not a ton of comfort. But if the      you’ll see a little bit of a slowdown from
 particular bond is a good value, or bet-     U.S. rules get pulled back, if and when       the extreme amount of volume we saw
 ter than some loans out there. Likely, if    they do, we’ll likely see Europe not          in the first half of this year.
 it were us, we would like the flexibility    pushing much beyond.                              The biggest factor for new issue in
 of having the basket but wouldn’t use it        What we have seen in the market is         my opinion will be the access to the un-
 unless the market changed.                   a bunch of U.S. managers have decided         derlying loans. I think liability spreads
    As it relates to risk retention rules,    they aren’t necessarily going to try to       will be tight, and we’ll see a healthy
 I foresee a repeal of the risk retention     do dual compliant deals. Because if the       amount of issuance throughout the rest
 rules as unlikely. If they were to hap-      U.S. rules are pulled back, you don’t         of the year.

                                                                                             July / August 2017 www.asreport.com 15
ABS REPORT

 Volkswagen Shifts Gears Again
 The automaker stepped up issuance of asset-backeds last year in the wake of an emissions
 cheating scandal; now it’s returning to the unsecured debt markets
 By Allison Bisbey

 Volkswagen was compelled to shift its
 funding strategy last year in the wake
 of an emissions cheating scandal. It
 stepped up issuance of asset-backeds,
 which were less impacted by the fallout
 than the company’s stocks and unse-
 cured debt.
    Now that investor confidence has
 been restored, VW is returning to its
 traditional funding pattern. In June, it
 issued €3.5 billion of hybrid unsecured
 bonds for the first time in 18 months.
    “The highly successful placement is

                                                                                                                                         Photo Credit Bloomberg News
 evidence of our good standing on the
 capital market, despite a longer pause
 in our issuance,” Frank Fiedler, CFO of
 Volkswagen Financial Services, said in a
 June 29 statement.
    The company has no plans to pull
 back from the securitization market,         the fiscal year ended March 31, 2015.           Moreover, VW diesel vehicles re-
 however.                                        While the cost of unsecured debt          tained their relative value against other
    “The refinancing of Volkswagen            funding has now fallen, “it is the securi-   manufacturer diesel vehicles, despite
 Financial Services is carried out on         ty of the funding that counts for us and     the fallout from the emissions crisis. So
 the basis of strategic diversification,”     not the last spread point,” Siedler said.    even when consumers stopped mak-
 spokesman Marc Siedler said in an            “Volkswagen Financial Services are a         ing payments and the vehicles were
 email. “In addition to Auto ABS trans-       frequent ABS issuer; we do not plan          repossessed, they fetched a good price
 actions, deposits from the stable direct     change our frequent issuance pattern.”       at auction.
 banking business and the money and              VW was able to continue accessing            However, Moody’s is concerned that
 capital markets are the most important       the securitization market at low cost        values for used diesel cars of all brands
 elements in the refinancing mix.”            because consumers kept making timely         could come under pressure as local
    Siedler said that during the fiscal       payments on their loans and leases as        governments across Europe take ac-
 year ended March 31, 2016, bonds             the manufacturer recalled thousands          tions that make it less attractive to own
 backed by auto loans and leases              of diesel vehicles to bring them up to       and operate them. This did not have a
 accounted for 19% of Volkswagen’s            regulation. In a June 28 report, Moody’s     measurable impact on sales in 2016, but
 funding mix. This figure includes bonds      noted that the delinquency rate of VW        the rating agency expects to see a larger
 backed by U.S. vehicle financing and         deals it rates has remained “consistent-     decline in the proportion new diesel ve-
 European vehicle financing. That was         ly low” in Germany, Spain, France and        hicles sold in 2017. This shift will likely
 up four percentage points from 15% for       the U.K.                                     be echoed in the used car market.

 16 Asset Securitization Report July / August 2017
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ABS REPORT

 Surge in Container Demand
 A shakeout in the shipping industry reduced capacity; now that business is picking back up,
 lessors are returning to the securitization market for financing
 By Glen Fest

 Global trade is growing, but few ship-
 ping companies are in a position to add
 to their own fleets of containers, in part
 because of rising steel prices. This is
 pushing container leasing rates higher,
 making it feasible for lessors to access
 financing in the securitization market
 once again.
    So far this year, four lessors, Triton,
 Textainer, SeaCo SRL, and Container
 Leasing International (d/b/a/ SeaCube)
 have issued a total of $1.84 billion in six
 deals.

                                                                                                                                    Photo Credit Adobe Stock
    That’s a big increase from 2016, when
 a single, $140 million deal was issued.
    For the past couple of years, both
 shipping companies and, by extension,
 container lessors, have struggled amid
 overcapacity. In August, South Korea’s         Container lessors are entering the recovery in a much stronger financial position
 Hanjin Shipping Co., the world’s sev-           than their clients, having curtailed inventory and shifted funding to revolvers.
 enth largest line, filed for bankruptcy,
 delaying hundreds of thousands of             on averages of five-year or longer lease         Growth in trade (the World Trade Or-
 shipments around the world. Other             terms).                                       ganization expects 2.7% this year) isn’t
 players have joined forces.                      In May, Moody’s Investors Service          the only thing driving up the cost of
    The shakeout reduced capacity,             issued a stable outlook for the global        containers. The cost of Chinese-made
 and now that business is picking up,          shipping industry, predicting a swing         cordon steel, the primary composite
 containers are back in demand. “The           to profitability this year. Still, shipping   material used for new containers, has
 reason you’ve seen so many issuers is         companies are not yet in a position to        more than doubled since December
 that the container leasing market has         add to their own fleets of containers. A      2016. “Steel is roughly 50% the cost
 recovered a lot in terms of both higher       new unit that sold for less than $1,500       of the components in a dry freight
 container price and higher lease rates,”      per cost-equivalent unit (CEU) last year,     container,” said Moody’s senior analyst
 said Jing Xie, an analyst and director in     is now commanding about $2,200 CEU,           Benjamin Shih, a senior vice president
 structured finance at S&P Global Rat-         according to container industry offi-         on the structured finance team.
 ings. Last year, the lease rate for ships     cials. (A standard 20-foot dry container         Another cost factor was the con-
 had slipped to as low as 25 cents per         is considered one CEU, or a TEU – twen-       version of many Chinese container
 diem for 20 feet dry containers, “but         ty-foot equivalent unit – meaning that        manufacturers to add eco-friendly
 now we’re seeing 70-80 cents,” he said.       larger containers such as 40-foot units       waterborne paint systems to replace
 (Per-diem rates are daily rates based         cost roughly double).                         solvent-based operations – a process

 18 Asset Securitization Report July / August 2017
ABS REPORT

 that has slowed down production be-        estimates for the remainder of the year.      $19 million in the fourth quarter) and a
 cause of employee training, new drying        For Textainer, that fact that 83% of its   bulked-up revenue-earning asset base
 conditions and added quality control       contracts are on long-term leases – and       of $7.6 billion.
 measures, Triton’s president, Simon        only 7% of those are maturing in 2017            Triton gave no indication of future
 Vernon, explained in the company’s         – means the company is shielded from          securitization plans that would build
 May 11 first-quarter earnings call with    interest rate reductions and is supplied      on its outstanding asset-backed note
 equity analysts. “This is obviously im-    with enough lease receivables to have         obligations totaling $1.32 billion. But
 pacting the flow of new containers com-    structured two securitizations so far         earlier this year in fourth-quarter earn-
 ing to market at present and restricting   in 2017 after two years of dormant as-        ings remarks, Triton chief executive
 supply,” Vernon told analysts.             set-backed activity. Textainer’s second       Brian Sondey expressed optimism that
    Container lessors, by comparison,       transaction, the $500 million Textainer       container demand appears to be in the
 are entering the recovery in much          Marine Container V Ltd 2017-2 series          early stages of a significant revival.
 stronger financial positions. Prior to
 the rate recovery, most were able to
 manage their curtailed inventory and       “The leasing market has recovered
 operational needs more cost effectively
 through bank warehouse and revolving       a lot in terms of both higher container
                                            prices and higher lease rates.”
 lines, according to S&P’s Xie. Triton,
 for instance, has $1.53 billion in term
 loan facilities along with a warehouse
 line ($666.2 million outstanding) and a    that closed on June 28, was among                “These very large shipping lines,
 standalone warehouse for asset-backed      the largest-ever asset-backed deals in        many of which now operate several
 transactions ($660 million outstand-       the history of this intermodal class,         million TEU containers in their fleet,
 ing).                                      said Hilliard C. Terry III, Textainer’s       they need very large suppliers,” he told
    Several had extended five-year (and     executive vice president and chief fi-        equity analysts. “The major shipping
 in Triton’s case, seven-year) contracts    nancial officer, in a press release. “This    lines don’t want to have to go to four of
 with many of their clients prior to the    is our second ABS offering in just two        five leasing companies to put together
 trade fall-off, shielding them from fur-   months and follows a significant recent       any particular container requirement
 ther revenue strains. New and renewed      improvement in the container leasing          they might have.
 leases now are at rates equal to peak      market, coupled with strong capital              “And I think that’s one reason why,
 2014 levels, according to Moody’s.         markets conditions,” said Terry.              since our merger we’ve actually seen
    Moody’s reckons that lease rates           Textainer’s first deal of the year was     our deal share increase just because we
 climbed about 60% on average in the        the $420 million Textainer Marine Con-        can deliver very big solutions to these
 first quarter from historical lows in      tainers V Ltd. Series 2017-1, which had       guys.”
 2016. “If container prices continue to     been upsized from $300 million, and              Triton is manager of the first ship
 increase,” the rating agency said in a     included a five-year expected maturity.       container ABS deal in 2017, the $281
 May report, “per diem lease rates for      The first transaction pooled 120,973          million TAL Advantage VI portfolio
 both new and used containers will also     containers; the second-series in the          offering in March backed by 86,750
 rise, which will help improve the ABS      master trust-like vehicle involved over       containers with a book value of $355
 transactions’ flows.”                      313,000 containers.                           million. Most recently, the company
    Going into the year, many expected         Triton has issued two deals, one for       sponsored the $318.9 million Triton
 the rates to remain flat at 2016 levels.   each of the legacy container firms from       Container Finance VI LLC (Series
 S&P published lease assumption rates       which it was created in a July 2016           2017-1) transaction featuring more than
 of 57 cents per diem for the standard      merger with the former TAL Interna-           97,000 containers valued at more than
 20-foot dry containers, narrowly down      tional Group. The transactions were           $376 million – with many of them new
 from the 2016 forecast of 60 cents. (The   spurred from rising earnings ($35.4           fleet additions with an average age of 1.7
 agency has not published any revised       million in adjusted net income, up from       years.

                                                                                           July / August 2017 www.asreport.com 19
ABS REPORT

 Store Closures Imperil Cards
 Synchrony Financial and Alliance Data are particularly vulnerable to recent shifts in
 Americans’ shopping habits, according to Moody’s Investors Service.
 By Kevin Wack

 Amid strong growth in online shopping,
 the pain that many traditional retailers         Retail shakeout
 are feeling may soon be shared by their          Off-price chains are aggressively adding stores, but department stores,
 partners in the credit card industry.            clothing retailers and office supply outlets are substantially reducing
    A new report from Moody’s Investors           their footprints
 Service predicts that the woes now                                                            % change in locations in 2017, estimated
 being felt at many retailers with large          6%
 physical footprints will soon spread to
                                                  4%
 the companies that issue plastic to their
 customers.                                       2%
    The near-term concern is that                 0%
 when particular store locations close,           -2%
 customers who live nearby will become
                                                  -4%
 less likely to pay off their existing debts,
 since they will no longer have a physical        -6%
 connection to the retail chain. In cases               Off-price   Home     Grocery        Drug      Apparel      Office       Dept.
                                                                                                                                store
 where a merchant liquidates its assets
                                                  Source: Moody's
 in bankruptcy, the losses for the card
 issuer will likely be larger, according to
 the report.                                    merchants, and private-label cards,           impact to be more meaningful and
    “Although consumers would damage            which are only accepted at one partic-        noticeable going forward.”
 their credit records, many will be more        ular retail chain. The latter category is        Stores in shopping malls are seen by
 willing to default on a card from a re-        seen as likely to experience bigger loss-     Moody’s as most vulnerable to the grow-
 tailer without local stores because they       es as a result of rising store closures.      ing consumer preference for e-com-
 will not expect to make future purchas-           In the last two years, the percentage      merce, though the firm also pointed out
 es at its other locations or online,” the      of private-label card loans that are at       that some of the sales lost as a result of
 Moody’s report states.                         least 60 days past due has risen from         store closures will be offset by online
    Two large card issuers were flagged         around 3% to roughly 4%, according to         purchases.
 by Moody’s as being particularly vulner-       Moody’s.                                         Synchrony’s retail partners include
 able: Synchrony Financial in Stamford,            Jody Shenn, a senior analyst at the        JCPenney, which is expected to close
 Conn., and Alliance Data Systems in            New York-based ratings firm, said             more than 100 stores this year, accord-
 Plano, Texas. Those two firms are far          in an interview that it is difficult to       ing to Moody’s. Alliance Data’s partners
 more focused on the store-branded              determine how much of that rise in late       include mall staples such as Lane Bry-
 card market than the other big credit          payments is connected to the continu-         ant, Ann Taylor and Victoria’s Secret.
 card issuers are.                              ing retail shakeout and how much to           Moody’s estimates that footwear and
    The store-branded card segment              other factors.                                apparel chains, office supply retailers
 includes both cobranded credit cards,             But with store closings now accel-         and department stores will all shrink
 which can be used at a wide variety of         erating, he said, “We would expect the        their footprints by at least 4% this year.

 20 Asset Securitization Report July / August 2017
SUBSCRIBE TODAY
www.structuredfinancenews.com

 Asset Securitization Report provides a
 full range of news, people coverage,                                            www.asreport.com | @asreport

 analysis and expert commentary, as well
 as a weekly aggregation of Wall Street’s                                                    Common
 securitization research.                                                                    Platform
                                                                                             Fannie and Freddie
                                                                                             are making big changes
                                                                                             in the way they
                                                                                             securitize and transfer risk

 REGISTER TODAY TO
 ENJOY THESE BENEFITS:
 • Unlimited premium content online         Jan/Feb 2017 | Volume 17, Number 1

 • Searchable access to articles in our
   comprehensive archives
 • Our proprietary people database on
   the top players in the structured
   finance world

  For more information please contact
  Customer Service at
  212-803-8500 or
  help@sourcemedia.com
MBS REPORT

 Carving Up Large CMBS Loans
 The trend of putting ever-smaller pieces of the same commercial mortgages into multiple
 deals requires investors to be extra careful, and will make workouts more complicated.
 By Allison Bisbey

 Risk-retention and other regulations
 under the Dodd-Frank Act have led to           Piece by piece
 subtle but significant changes in the          The number of commercial mortgages that are securitized in bits (rather
 way commercial properties are fi-              than the whole loan going into one deal) is rising
 nanced in the securitization market.
    Large trophy office buildings, shop-                                                                Loan Count
                                                600
 ping malls and hotels are typically fund-
 ed in this market because the exposure         500
 would be too big for any one bank or           400
 insurance company. Their size dictates
 that these mortgages either serve as           300
 collateral for a single bond offering or
                                                200
 be split into multiple notes collateraliz-
 ing two or more transactions on a pari         100
 passu, or equal-footing, basis.
                                                0
    But the Dodd-Frank rules increased
                                                      2007   2008   2009   2010   2011   2012   2013   2014   2015   2016   2017
 the cost of funding, resulting in lower
                                                Source: Trepp LLC (2017 figure is through May 16)
 overall issuance of commercial mort-
 gage-backed securities, as well as a
 decline in the average size of CMBS          passu issuance is that when these loans         The problem is acute for investors
 deals backed by multiple loans, known        go bad, as some surely will, workouts        buying a lot of CMBS in a short time.
 as conduits.                                 will inevitably be more complicated             “If there’s a deal with a portion of a
    As a result, even some not-so-large       than they would be for a whole loan.         large loan, maybe the next five deals
 loans are increasingly being carved up         In the meantime, pari passu loans          are going to have exposure to that loan
 into smaller, bite-size pieces. Last year,   have become so endemic that investors        as well. So you have to be particular-
 $26 billion of loans tracked by the credit   putting money to work in more than           ly careful,” Walters said. “But if you
 rating agency DBRS were split into close     one CMBS conduit need to pay close at-       buy one deal now and then wait a few
 to 500 pieces and bundled into collater-     tention, lest they end up placing bigger     months to buy another, the likelihood
 al for various mortgage bonds.               bets than they want.                         is that the rest of the loan will already
    “It used to be there was no prob-           “When a large loan is spit into so         have been put into other deals.”
 lem putting a $100 million loan into a       many deals, you can easily end up with          In one example, a $325 million mort-
 conduit,” said Erin Stafford, a managing     too much exposure to that property           gage on the Fresno Fashion Fair Mall, in
 director at DBRS. “But the average con-      when you buy tranches of several             Fresno, Calif., was split into six notes,
 duit transaction is now around $1 bil-       conduits,” said Teresa Walters, a vice       ranging in size from $39 million to $80
 lion,” limiting the size of loans that can   president in portfolio management at         million, placed in as many conduits
 be used as collateral without increasing     Amundi Smith Breeden. “In some re-           between October 2016 and March 2017,
 concentration risk of a given pool.          cent transactions, more than half of the     according to DBRS. The loan, which the
    One problem with the trend of pari        top 10 loans are pari passu loans.”          property owner Macerich Co. obtained

 22 Asset Securitization Report July / August 2017
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