• Question ID: 2020/0008
• Date of publication: 31/01/2020
• Subject matter: General clarifications, Sold and transferred loans
• AnaCredit Manual: Part I, Part III

Question

Please comment on the reporting treatment of loans to special-purpose vehicles (SPVs) finalised on the purchase of the credit portfolio underlying a covered bond transaction. In particular, with reference to the cases observed in Italy, the bank originator reports in AnaCredit both the underlying loans portfolio as “entirely recognised” and the loan to financial vehicle corporations (FVCs) as “entirely derecognised”. While there is no doubt about the reporting of underlying loans, with reference to the reporting of loans to SPVs, Section 6.2.4 in Part III of the Reporting Manual is not helpful as it only refers to securitisation transactions. Does the aforementioned Section also extend to covered bond transactions?

Answer

Covered bonds are debt obligations issued by credit institutions that are secured against a pool of assets (the “cover pool”) to which bondholders have recourse in the case of default by the credit institution. Depending on the legal and regulatory environment, the ring-fencing of the cover pool may be given effect through a transfer of loans to a special purpose vehicle (SPV) which acts as guarantor to the covered bonds. The issuance of covered bonds differs from securitisation involving a transfer of loans to a securitisation vehicle – i.e. a financial vehicle corporation (FVC) – as the asset-backed securities issued by the FVC do not represent the obligations of the originating credit institution; instead, investors are only exposed to the performance of the securitised assets.

This Q&A comprises the general guidance for reporting covered bond structures under AnaCredit, addressing in particular what to bear in mind when transfer is being made to an SPV. These considerations are preceded by a brief introduction to covered bond structures.

What are covered bond structures?

Covered bond structures are claims and obligations, as well as activities related to an issuance of covered bonds by the issuer. Covered bonds are debt securities issued by credit institutions and secured against a pool of loans, which usually consists of high quality assets, such as residential and commercial mortgages or public debt. Covered bonds issuances are primarily characterised by the segregation of a cover pool of loans (insulated or ring-fenced from the issuer’s insolvency) and bondholders’ recourse to both the cover pool and the issuer’s assets (i.e. double protection of bondholders).^[1] Notably, other creditors of the issuer have access to loans in the cover pool only if and when the covered bonds have been paid in full. Covered bonds are traditionally issued by credit institutions and their issuance is governed by strict supervisory frameworks.

National regimes vary widely in terms of issuance approaches and composition of the cover pool, as well as with regard to the segregation of a cover pool, where different models have been developed across Member States. While the most common practice for the segregation of the cover pool to ensure to ensure that bondholders have a priority claim over these loans is to register the cover loans in a cover register, a number of Member States achieve a similar result through transfer of cover loans to an SPV or specialised institution.

For more information about covered bonds, please refer to the resources of the European Covered Bond Council (ECBC).

For example, segregation of cover loans through registration in the cover register is observed in Austria, Belgium, Cyprus, the Czech Republic, Denmark, Germany, Greece, Finland, Portugal, Romania, Sweden, Slovenia and Slovakia. Meanwhile, in Italy and the Netherlands, segregation is achieved through the sale/transfer of ownership of cover loans by the issuer to an SPV. In Spain, however, no segregation of cover loans is takes place, and bondholders have recourse to the entire portfolio of the issuer.

Reporting covered bond structures under AnaCredit

This Q&A addresses the following questions in relation to the reporting of covered bond structures in the context of AnaCredit:

• whether and in what way the cover pool loans are subject to AnaCredit reporting;
• how the reporting is done in the case of transfer of ownership of cover loans by the issuer to an SPV;
• how the reporting is affected by the applicable accounting standards.

This Q&A covers the considerations involved in simplified covered bond transactions for the purpose of demonstrating basic principles relevant for their reporting under AnaCredit. Consequently, the information is of a general nature and is not intended to address the circumstances of any particular covered bond issuance.

We broadly distinguish two cases: (i) segregation of the cover loans through their registration in the cover register; and (ii) segregation through the sale/transfer of ownership of cover loans by the issuer to a SPV.

Segregation of the cover loans by registering them in the cover register

In this case, the observed agent, which is the issuer of covered bonds, reports the covered bond structure to AnaCredit taking account in particular of the following:

• Loans in the cover pool that meet the definition of an “instrument” under AnaCredit are subject to reporting.
• Under “Counterparty role”, the credit institution issuing the covered bonds is the “creditor” and “servicer” of the loans in the cover pool.
• The cover pool loans are recognised in the balance sheet of the issuer and are therefore reported as “entirely recognised” under the data attribute “Balance sheet recognition”.
• “Source of encumbrance” is reported as “Debt securities issued – covered bonds securities”.
• As the issuance of covered bonds does not meet the definition of securitisation under AnaCredit, the “Type of securitisation” is reported as “Not securitised”.
• By the same token, the issuer is not considered to meet the definition of originator under AnaCredit and therefore no “originator” is reported under “counterparty role”.
• The remaining AnaCredit data attributes relating to the cover pool loans are reported in accordance with the general guidance provided in the AnaCredit Reporting Manual.

Segregation through the sale/transfer of ownership of cover loans by the issuer to an SPV

In this case, in order to secure the covered bonds, the ring-fenced loans or cover pool are transferred to the SPV, which is a bankruptcy-remote entity. The SPV has only one purpose, which is to passively hold the loans and to guarantee the covered bonds issued by the issuer. Backed by the cover pool, the SPV provides a guarantee to covered bondholders for the payment of interest and principal on the covered bonds, which becomes enforceable if the issuer defaults.

For easier identification of the features of covered bond structures relevant for the purpose of AnaCredit reporting, the following is assumed:

• the cover pool is transferred to the SPV in a sale;
• the sale of the loans is done such that it qualifies as a legal sale (i.e. the SPV holds the title to the loans in the cover pool);
• the transfer of the cover pool does not qualify for derecognition from the books of the transferor, as the risks in the cover pool, including but not limited to default, prepayment or partial prepayment risk, are retained by the issuer^[2];
• the SPV buys the cover pool loans by way of a deferred purchase price (i.e. the price is kept unpaid);
• the payment of sale by the SPV is subordinated – in the event of default of the issuer, cash flows from the cover loans are first used to repay the obligations arising under the covered bonds, and the excess, if any, is paid to the issuer of the covered bonds;
• the issuer continues to collect and service the cash flows from the cover pool.

Consequently, the observed agent, who is the issuer of covered bonds, reports the covered bond structure as follows under AnaCredit.

Concerning the underlying loans (i.e. the cover pool) that are segregated and transferred to the SPV

• With regard to the “Counterparty role”, upon transfer, the SPV is the “creditor” of the loans in the cover pool and the observed agent issuing the covered bonds is the “servicer” of the same insofar as it keeps the servicing rights thereof.
• The cover pool is considered to be fully transferred by the observed agent in AnaCredit, hence the “Transferred amount” is equal to the “Nominal outstanding amount”.
• With regard to the application of IFRS, the loans in the cover pool are not derecognised from the balance sheet of the issuer, because all the risks and rewards of the loans are retained by the issuer (in relation to retention of substantially all the risks and rewards, IFRS 9.3.2.15 states that, when an entity has transferred an asset, but has retained substantially all the risks and rewards, the asset is not derecognised). Consequently, in such cases “entirely recognised” is reported under the data attribute “Balance sheet recognition” in relation to the loans in the cover pool (unless another value is more appropriate given the applicable accounting standard and the specificities of the transfer).
• “Source of encumbrance” is reported as “Debt securities issued – covered bonds securities”.
• As the issuance of covered bonds does not meet the definition of securitisation under AnaCredit, the “Type of securitisation” is reported as “Not securitised”.
• By the same token, the issuer is not considered to meet the definition of originator under AnaCredit and therefore no “originator” is reported under “Counterparty role”.
• The remaining AnaCredit data attributes relating to the cover pool loans are reported in accordance with the general guidance provided in the AnaCredit Reporting Manual.
• In particular, since the SPV is a 100% subsidiary of the credit institution, the credit institution is the immediate parent of the SPV; consequently, the data attribute “Immediate parent undertaking identifier” pointing to the credit institution is reported in the counterparty reference data of the SPV.

Please note that, although covered bonds do not qualify as a securitisation (see Do covered bond transactions qualify as a securitisation?), the AnaCredit reporting of covered bond structures is overall similar to that for securitisation in cases where the issuance of covered bonds requires these to be transferred to an entity separate from the covered bond issuer. An additional difference concerns the deferred sale consideration. This is clarified below.

Concerning the deferred sale payment by the SPV for the cover pool loans that are segregated and transferred to the SPV

As explained above, in order to issue covered bonds, the issuer transfers the cover pool to the SPV and the SPV buys the cover pool loans by way of a deferred purchase, whereby the purchase price is not paid up-front, but later. In the context of AnaCredit, the payment mechanism is presented such that the issuer of covered bonds provides a loan to the SPV to finance the cover pool loan transfer.^[3]

The loan is subject to AnaCredit reporting by the issuer, in particular taking into account the following:

• Concerning the “Counterparty role” the SPV is the “debtor” of the loan and the credit institution (the observed agent) issuing covered bonds is the “creditor” and the “servicer” of the same insofar as it keeps the servicing rights thereof.
• If the reporting institution follows IFRS, this loan is not recognised in its balance sheet – consequently, the loan is reported to AnaCredit by the issuer of covered bonds as “entirely derecognised” under the data attribute “Balance sheet recognition”.
• The loan constitutes a subordinated debt under the data attribute “Subordinated debt”, as it can only be exercised after all the obligations arising under the covered bonds have been satisfied.

The remaining AnaCredit data attributes in relation to the loan to the SPV are reported in accordance with the general guidance provided in the AnaCredit Reporting Manual.

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See also Do covered bond transactions qualify as a securitisation?