EXAMPLE OF AN ACTUAL STRUCTURED FINANCE TRANSACTION
EXAMPLE OF AN ACTUAL STRUCTURED FINANCE TRANSACTION
We conclude this chapter with an actual structured finance transac- tion—Caterpillar Financial Asset Trust 1997-A. Caterpillar Financial Asset Trust 1997-A is the special purpose vehicle and is referred to in the prospectus as the “Issuer” and the “Trust.”
The collateral (i.e., financial assets) for the transaction is a pool of fixed-rate retail installment sales contracts that are secured by new and used machinery manufactured primarily by Caterpillar Inc. The retail installment sales contracts were originated by the Caterpillar Financial Funding Corporation, a wholly-owned subsidiary of Caterpillar Finan- cial Services Corporation. Caterpillar Financial Services Corporation is a wholly-owned subsidiary of Caterpillar Inc. Because Caterpillar Financial Funding Corporation sold the retail installment sales contracts to Caterpillar Financial Asset Trust 1997-A, Caterpillar Financial Funding Corporation is referred to in the prospectus as the “Seller.”
The prospectus states that:
“THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT OBLIGA- TIONS OF OR INTERESTS IN CATERPILLAR FINAN- CIAL FUNDING CORPORATION, CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPIL- LAR INC. OR ANY OF THEIR RESPECTIVE AFFILI- ATES.”
This is the key feature of a structured financing—the separation of the collateral from the creditors of Caterpillar Inc.
The servicer of the retail installment sales contracts is Caterpillar Financial Services Corporation, a wholly-owned finance subsidiary of Cat- erpillar Inc. and is referred to as the “Servicer” in the prospectus. For ser- vicing the collateral, Caterpillar Financial Services Corporation receives a servicing fee of 100 basis points of the outstanding loan balance.
The securities were issued on May 19, 1997 and had a par value of $337,970,000. In the prospectus the securities were referred to as “asset-
SELECTED TOPICS IN FINANCIAL MANAGEMENT
backed notes.” The structure was as follows. There were four rated bond classes:
Par Value
Class A-1 $88,000,000 Class A-2 $128,000,000 Class A-3 $108,100,000 Class B
$13,870,000 This is a senior-subordinate structure. The senior classes in this
transaction are Class A-1, Class A-2, and Class A-3. The subordinate class is Class B. The senior classes are paid off in sequence—first Class A-1 is paid principal until it is paid off its entire balance, then Class A-2 starts receiving principal payments until it is paid off entirely, and then finally Class A-3 is paid off. Class B begins receiving principal payments after Class A-3 is paid off. Any losses on the collateral are realized by Class B. If the losses exceed $13,870,000 (the par value of Class B) plus the losses that can be absorbed by the reserve account (discussed later), the senior classes absorb the loss on a pro rata basis.
Consequently, credit enhancement for the senior classes is provided by the subordinate class, Class B. Additional credit enhancement was provided by a reserve fund of $7,799,325. This initial reserve account is provided by the Seller via a deposit of that amount. The Seller receives a note for this amount.
Over time, as losses on the collateral are realized, the amount of the reserve fund would decline if there is no mechanism to prevent this from occurring. To prevent this, the structure provides for a “specified reserve account balance” to be maintained. In the Caterpillar Financial Asset Trust 1997-A, the specified reserve account balance must be equal to the (1) lesser of the principal balance of the outstanding asset-backed notes in the structure and (2) $7,799,325 (the amount of the initial reserve account balance). If there is a shortfall in the specified reserve account balance in a month, any payments from the collateral that exceed the interest payments to all the classes, the servicing fee, and administrative fees are deposited into the reserve fund until the shortfall is eliminated.
In the Caterpillar Inc. 2001 10-K filing with the SEC, the following is noted regarding securitized receivables:
“When finance receivables are securitized, we retain inter- est in the form of interest-only strips, servicing rights, cash reserve accounts, and subordinate certificates.”
Borrowing Via Structured Finance Transactions
It should be clear what all of forms of the retained interest are. The interest-only strips are what we described earlier in this chapter. The servicing rights are the value of the servicing fee of 1% of the outstand- ing pool balance not only for the Caterpillar Financial Asset Trust 1997-
A discussed above, but all of its structured finance transactions to date. The cash reserve account is the amount remaining in the reserve fund ($7,799,325 in the structure discussed less any reserves used). Subordi- nate certificates are any certificates retained by Caterpillar in a struc- tured financing because they are not sold to investors.
As explained earlier in this chapter, the value for the interest-only strips must be calculated. In the 10-K report, it is explained that this is done as follows for the securitized receivables:
“Gains or losses on the securitization are dependent upon the purchase price being allocated between the carrying value of the securitized receivables and the retained inter- ests based upon their relative fair value. We estimate fair value based on the present value of future expected cash flows using key assumptions for credit losses, prepayment speeds, . . . and discount rates. . .”
In our discussion of the value of the interest-only strips, we explained why these assumptions are important.
Parts
» Financial Management and Analysis
» SECURITIES MARKETS The primary function of a securities market—whether or not it has a
» Stock Exchanges Stock exchanges are formal organizations, approved and regulated by
» Stock Market Indicators Stock market indicators have come to perform a variety of functions,
» Efficient Markets Investors do not like risk and they must be compensated for taking on
» THE FEDERAL RESERVE SYSTEM The United States has a central monetary authority known as the Fed-
» The Fed and the Money Supply Financial managers and investors are interested in the supply and
» Deposit Institutions Traditionally, the United States has had several types of deposit institu-
» Investment Banking The primary market involves the distribution to investors of newly
» Interest Rates and Yields Because bonds are traded in the secondary market, the price of the bond
» The Risk Premium Market participants talk of interest rates on non-Treasury securities as
» OPTIONS An option is a contract in which the writer of the option grants the
» Buying Call Options The purchase of a call option creates a position referred to as a long call
» Buying Put Options The buying of a put option creates a financial position referred to as a
» CAP AND FLOOR AGREEMENTS There are agreements available in the financial market whereby one
» I n assessing a company’s current and future cash flows, the financial
» Depreciation for Tax Purposes For accounting purposes, a firm can select a method of depreciation
» Capital Gains We tend to use the term “capital gain” loosely to mean an increase in the
» Current assets (also referred to as circulating capital and working
» Noncurrent Assets Noncurrent assets are assets that are not current assets; that is, it is not
» Deferred Taxes Along with long-term liabilities, the analyst may encounter another
» THE INCOME STATEMENT An income statement is a summary of the revenues and expenses of a
» THE STATEMENT OF CASH FLOWS The statement of cash flows is a summary over a period of time of a
» T he notion that money has a time value is one of the most basic con-
» DETERMINING THE PRESENT VALUE Now that we understand how to compute future values, let’s work the
» Shortcuts: Annuities There are valuation problems that require us to evaluate a series of level
» THE CALCULATION OF INTEREST RATES
» T here are a number of factors that affect a stock’s price and its value to
» Dividend Valuation Model If dividends are constant forever, the value of a share of stock is the
» Returns on Common Stock As we saw in the preceding section, the value of a stock is the present
» Straight Coupon Bond Suppose you are considering investing in a straight coupon bond that:
» Returns on Bonds If you invest in a bond, you realize a return from the interest it pays (if
» Coupon Bonds The present value of a bond is its current market price, which is the dis-
» Callable Bonds Some bonds have a feature, referred to as a call feature, that allows the
» RISK Whenever you make a financing or investment decision, there is some
» Financial Risk When we refer to the cash flow risk of a security, we expand our con-
» Reinvestment Rate Risk Another type of risk is the uncertainty associated with reinvesting cash
» Interest Rate Risk Interest rate risk is the sensitivity of the change in an asset’s value to
» Currency Risk In assessing the attractiveness of an investment, we estimated future cash
» 5 (Continued) Portfolio of Investment C and Investment D
» Portfolio Size and Risk What we have seen for a portfolio with two assets can be extended to
» I n Chapters 8 through 10, we discussed and practiced techniques for
» The Cost of Debt Because Congress allows you to deduct from your taxable income the
» The Cost of Common Stock The cost of common stock is the cost of raising one more dollar of com-
» INTEGRATIVE EXAMPLE: ESTIMATING THE COST OF CAPITAL FOR DUPONT
» CAPITAL BUDGETING Because a firm must continually evaluate possible investments, capital
» Investment Cash Flows When we consider the cash flows of an investment we must also consider
» Asset Disposition At the end of the useful life of an asset, the firm may be able to sell it or
» Change in Expenses When a firm takes on a new project, the costs associated with it will
» Putting It All Together Here’s what we need to put together to calculate the change in the firm’s
» The Analysis To determine the relevant cash flows to evaluate this expansion, let’s
» The Problem The new equipment costs $300,000 and is expected to have a useful life of
» T he value of a firm today is the present value of all its future cash
» Payback Period The payback period for a project is the length of time it takes to get your
» Discounted Payback Period The discounted payback period is the time needed to pay back the origi-
» Net Present Value If offered an investment that costs $5,000 today and promises to pay
» Net Present Value Decision Rule
» Profitability Index The profitability index (PI) is the ratio of the present value of change in
» Stand-Alone versus Market Risk If we have some idea of the uncertainty associated with a project’s
» Sensitivity Analysis Estimates of cash flows are based on assumptions about the economy,
» Simulation Analysis Sensitivity analysis becomes unmanageable if we change several factors
» Options on Real Assets The valuation of stock options is rather complex, but with the assis-
» OVERVIEW OF DEBT OBLIGATIONS In a debt obligation, the borrower receives money in exchange for a
» Repayment Schedule Term loans are usually repaid in installments either monthly, quarterly,
» Interest In the United States, interest is typically paid twice a year at six month
» Debt Retirement By the maturity date of the bond, the issuer must pay off the entire par
» Rating Systems In all systems the term high grade means low default risk, or conversely,
» S uppose you buy a new car that costs $20,000 and you pay cash for it.
» Limited Liability The corporate form of doing business is attractive to owners of a busi-
» Stock Ownership We can classify a corporation according to whether its shares of stock
» Voting Rights Common shareholders are generally granted rights to
» Corporate Democracy Corporate democracy gives owners of the corporation a say in how to
» Methods of Repurchasing Stock
» Dividends Although a firm’s board of directors declares a dividend on its preferred
» Sinking Funds Because there is no legal obligation to pay the preferred dividend and
» DEBT VERSUS EQUITY The combination of debt and equity used to finance a firm’s projects is
» CAPITAL STRUCTURE AND TAXES We’ve seen how the use of debt financing increases the risk to owners;
» Interest Tax Shield An interesting element introduced into the capital structure decision is
» Unused Tax Shields The value of a tax shield depends on whether the firm can use an interest
» PUTTING IT ALL TOGETHER As a firm increases the relative use of debt in the capital structure, its
» A s we saw in Part Three, managers base decisions about investing in
» CASH MANAGEMENT Cash flows out of a firm as it pays for the goods and services it pur-
» The Baumol Model The Baumol Model is based on the Economic Order Quantity (EOQ)
» The Miller-Orr Model The Baumol Model assumes that cash is used uniformly throughout the
» The Check Clearing Process The process of receiving cash from customers involves several time-
» RECEIVABLES MANAGEMENT When a firm allows customers to pay for goods and services at a later
» Captive Finance Subsidiaries Some firms choose to form a wholly-owned subsidiary—a corporation
» The Economic Order Quantity Model The Economic Order Quantity (EOQ) model helps us determine what
» Just-in-Time Inventory The goal of the just-in-time (JIT) inventory model is to cut down on the
» Monitoring Inventory Management We can monitor inventory by looking at financial ratios in much the
» Add-on-interest Another way of stating interest is with add-on interest, where the total
» Trade Credit Trade credit is granted by a supplier to a customer purchasing goods or
» Commercial Paper Commercial paper is an unsecured promissory note with a fixed matu-
» Types of Inventory Financing There are several different types of loan arrangements that involve
» SPECIALIZED COLLATERALIZED BORROWING ARRANGEMENT FOR FINANCIAL INSTITUTIONS
» RATIOS AND THEIR CLASSIFICATION
» RETURN-ON-INVESTMENT RATIOS Return-on-investment ratios compare measures of benefits, such as earn-
» The Du Pont System The returns on investment ratios give us a “bottom line” on the perfor-
» LIQUIDITY Liquidity reflects the ability of a firm to meet its short-term obligations
» PROFITABILITY RATIOS We have seen that liquidity ratios tell us about a firm’s ability to meet its
» Using a Benchmark To interpret a firm’s financial ratios we need to compare them with the
» INTEGRATIVE EXAMPLE: FINANCIAL ANALYSIS OF WAL-MART STORES 6
» Dilutive Securities For a company having securities that are dilutive—meaning they could
» ANALYSTS’ FORECASTS There are many financial services firms offering projections on different
» PRICE-EARNINGS RATIO Many investors are interested in how the earnings are valued by the mar-
» FREE CASH FLOW Cash flows without any adjustment may be misleading because they do
» NET FREE CASH FLOW There are many variations in the calculation of cash flows that are used
» Using Cash Flow Information The analysis of cash flows provides information that can be used along
» THE GLOBAL ECONOMY Many countries export a substantial portion of the goods and services
» FOREIGN CURRENCY Doing business outside of one’s own country requires dealing with the cur-
» The Euro The European Union consists of 15 European member countries that
» Global Equity Market In 1985, Euromoney surveyed several firms that either listed stock on a
» Currency Swaps When issuing bonds in another country where the bonds are not denom-
» Currency Option Contracts In contrast to a forward or futures contract, an option gives the option
» A s an alternative to the issuance of a corporate bond, a corporation
» WHAT RATING AGENCIES LOOK AT IN RATING ASSET-BACKED SECURITIES
» Third-Party Guarantees Perhaps the easiest form of credit enhancement to understand is insur-
» EXAMPLE OF AN ACTUAL STRUCTURED FINANCE TRANSACTION
» Accounting for Capital Leases
» FEDERAL INCOME TAX REQUIREMENTS FOR TRUE LEASE TRANSACTIONS
» Direct Cash Flow from Leasing When a firm elects to lease an asset rather than borrow money to pur-
» S tructured financing is a debt obligation that is backed by the value of
» CREDIT IMPACT OBJECTIVE While the sponsor or sponsors of a project financing ideally would pre-
» A business that maximizes its owners’ wealth allocates its resources
» Budgeting In budgeting, we bring together analyses of cash flows, projected income
» Taxes and Transaction Costs The Black-Scholes option pricing model ignores taxes and transaction
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