FUTURE REVENUES SECURITIZATION

While traditional asset-backed transactions relate to assets that exist, future flows transactions relate to assets expected to exist. There is a source, a business or an infrastructure, from which the asset will arise. The business or infrastructure in question will have to be worked upon to generate the income; in other words, the income has not been originated and set apart such that repayment of the securities is a self-liquidating exercise. On the other hand, future flows is close to corporate funding in that there needs to be a performance on the assets or infrastructure to see the cash flow with which the securities will be paid.

What Future Flows Are Securitizable

The essential premise in a future flow securitization is if a framework exists that will give rise to cash flows in the future, the cash flow from such framework is a candidate for securitization. If the framework itself does not exist, the investors would be taking exposure in a dream; their rights would probably be worse than for secured lending. For example, if the cow exists, but not the milk, the milk can be securitized, as whoever owns the cow would be able to milk it. If both the milk and cow do not exist, it is not a proper candidate for securitization.
Thus, revenues from air ticket sales, electricity sale, telephone rentals, and export receivables from natural resources have been the subject of future flows securitization. However, in an apparent overdrive, sometimes, even something as integrally performance-based as the sales of goods or services are considered out of businesses that require continued performance.

Some Key Features of Future Flows Deals

Uncertain Receivables

By its very nature, future flows receivables are uncertain and largely unpredictable. Therefore, the originator transfers a certain portion of the receivables, and retains the excess over the transferred portion as the seller’s interest. The transferred portion is the core receivable, which based on a past track record and after applying stress levels can be predictably certain. The transferred portion is used for investors’ service—hence, the transferred portion may also be visualized as the required amount of investor service. Thus, over a period the extent of the seller’s interest varies based on its origination.

Cash Flow Trapping

A future flows deal, in its essence, is a cash flow trapping device. There is purportedly a mechanism of the sale of receivables—often backed by true sale opinions—but evidently, as what is being sold is yet to be generated, the whole concept will have no meaning unless the trustees could have physical trapping of the cash flows generated by the subject receivables before they are routed to the originator.

Prioritization of the Transferee

In a traditional asset-backed transaction, the transferee is concerned with only the cash flows that have been transferred. In a future flows transaction, the transferee is entitled, at least in the first stage, to the entire cash flow from the subject receivables, though the transferred interest is substantially lesser. After retaining the portion relating to the transferred interest, the trustees relay the balance of the cash to the transferor on account of the transferor’s interest. It is from this amount that the transferor meets its regular operating expenses. In other words, by virtue of the cash flow trapping, the transferee gets a priority over even the operating expenses of the transferor.

High Extent of Overcollateralization

In most future flow transactions, the extent of overcollateralization is substantially higher than for asset-backed transactions. This is to safeguard against the fact that the investors are likely to be affected by the performance risk of the originator. Investors may have a cushion against the credit risks, but the fact that the airline does not fly at all or the electricity company does not generate power at all, is not guarded against, except by substantial overcollateralization or cash reserves.

Restrictions on the Borrower’s Business

Being a quasi-lending type exposure, a future flow deal typically places restrictions on the borrower’s ability to borrow and create encumbrances or liens, and similar covenants.

No Originator Independence

While asset-backed transactions are structured so as to be independent of the originator (except to the extent of servicing), future flows deals are substantially, if not completely, dependent on the originator. Therefore, seldom have future flow deals been able to traverse the rating of the originator; their motive is not to arbitrage the originator rating but the sovereign rating, as discussed in the next section. Or, alternatively, the motive is to achieve a higher extent of funding than permitted by traditional methods.

Not Off-Balance Sheet

As future flows securitizations are not off-balance sheet, many of the typical merits of off-balance-sheet financing such as gain on sale and capital relief do not apply.

Why Future Flows Securitization?

Following are essential questions to ask in a future flows securitization:
• What is the temptation of the originator in assigning future incomes?
• Would the originator not be better off in securing a traditional secured funding?
 
It is important to completely understand the answer to these questions, as it also highlights the proper application of future flows transactions. Conceptually, future flows transactions would make sense for the originator if it helps the originator to reduce its overall cost of funding. This would be possible only if (1) the transaction helps the originator to borrow more; and/or (2) the transaction helps the originator to borrow at less costs.
The extent of borrowing possible in future flows deals is determined by the cash flows and the level of overcollateralization required. A traditional lender, in contrast, is mostly concerned with values of assets on the balance sheet. For example, a typical working capital financing bank looks at the current assets on the balance sheet. If the balance sheet assets are four months of cash flow, a bank might provide 75% thereof, or three months of working capital. A securitization investor looks at cash flows for a regular servicing: with a collateralization of two times, a securitization transaction might result in funding of even 20 months of cash flow. Therefore, it is quite possible for a future flow deal to result in an increased extent of borrowing.
On the cost of borrowing, the essential question is: Does future flow securitization remove any of the risks of traditional lending? All traditional lending is subject to the performance risk of the originator. If the originator does not perform or function at all, a lender would face default. The same is true for securitization. However, future flows transactions remove two significant risks—credit risk and sovereign risk.
Credit risk, divested from the performance risk of the originator, implies a situation where the originator has cash flow, but does not pay up investors. This problem would be resolved in securitization if the transaction gives the special purpose vehicle (SPV) a legal right over the cash flow that is trapped at the source.
Another important objective of future flow transactions has been to remove sovereign risk. This applies for cross-border lending, as several of the future flows transactions in the past have been targeted at cross-border investments. If an external lender gives a loan to a borrower, say, from an emerging market country, the risk the investor faces is that in the event of an exchange crisis the sovereign may either impose a moratorium on payments to external lenders or may redirect foreign exchange earnings. A future flow deal tries to eliminate this risk by giving investors a legal right over cash flow arising from countries other than the originator’s, thereby trapping cash flow before it comes under the control of the sovereign.
As such, one of the motives in future flow securitization is to allow the originator, individually a strong company but based in a country with a poor sovereign rating, to pierce the sovereign rating.

Types of Future Flow Deals

One of the most common examples of a future flows securitization is securitization of cross-border cash flows.
Take the instance of a typical transaction by, say, a Mexican originator. The Mexican company has an option of borrowing from international markets, but the lenders would be concerned with currency risk and sovereign risks. This originator, say, exports crude oil to the United States. The cash flow emanating out of the United States will be securitized and transferred to the SPV set up in the United States. The importers buying the crude oil from this originator would sign a notice and acknowledgement of assignment so as to subject them to U.S. law and force them to make payments to the SPV.
Now, the investors are secured against exchange risk, as the export receivables are in U.S. dollars. The investors are secured against sovereign risk as the cash flows are payable by U.S. companies which are not subject to the sovereign’s controls. The only risk the investors face is if the company is not producing and exporting at all, or the company redirects its exports to some other countries not covered by the legal rights of the investors.
While the above is a typical future flows deal based on sales of goods or services, the future flows transactions may be classified into the following broad categories:
Based on exports of goods or services. This is the most common type of future flow deals. Examples include the sale of pulp, oil, or metals from Latin American countries.
Based on sales of goods or services. Several transactions taken place all over the world such as airline and train ticket receivables fall under this category.
Financial futures flows. Financial futures flows refer to flows to a financial intermediary such as inward remittances to a bank. Here, there is no asset but merely a cash flow. The remittance money that is flowing through a bank is not the receivable or asset of the bank. The bank receives money from a remitter and repays the same to the remittee. In case of foreign inward remittances, the bank receives this flow in foreign currency, and repays the money in domestic currency. It is the foreign exchange inflow part that is securitized.
Other futures flows. In addition, there are numerous examples such as the net settlement of telephone revenues and toll road receivables. Each of these receivables is a class by itself—the extent of dependence on the servicer may range from vital and essential to merely peripheral.

Structural Features

As future flows transactions are confronted with several risks relating to the originator as well as the obligors, most future flows transactions rely on structural features in addition to credit enhancements. These features include those described below.

Subordination Structures Generally Do Not Work

Based on the level of dependence the transaction has on the servicer, future flows transactions may either be completely originator-dependent or may have a peripheral dependence, although not essential. A toll revenue securitization is a good example. Here the infrastructure giving rise to the income in the future already exists and all one has to do is to collect it to pay off investors. On the other hand, take the case of airline ticket receivables. There is a substantial performance risk on the entity. In the latter type cases, the rating of the transaction is generally capped at the entity rating of the originator.
If the originator’s rating were to serve as a cap, subordination, which is basically intended to provide a rating upliftment, does not work for future flows.

Overcollateralization and Cash Reserve

One of the most significant forms of credit support to future flows transactions is the creation and maintenance of overcollateralization and a reserve. Overcollateralization implies the degree of debt service coverage ratio (DSCR) of the transaction. In view of the fluctuating nature of income, after taking a base level of income,45 a degree of overcollateralization is reiteratively worked out to find the amount of funding. The debt service required should sufficiently be covered by expected income.
In addition, the excess of the inflows over the required debt service is typically pooled into a few months’ cash reserve. The cash reserve helps smooth the temporary periods of volatility in the cash flow.

Early Amortization Triggers

The range and the scope of early amortization triggers (EATs) for future flow is often very wide. As for credit cards, as explained in a previous chapter early amortization is done by using the cash flow representing overcollateralization and trapping the cash representing the seller’s interest. The triggers may include:
• Cash flow-related early amortization triggers:
• If debt service coverage drops below the periodic required amount (e.g., 5.0×) for a payment period or below a monthly required amount (e.g. 3.0×).
• If any portion of interest and principal payments is not made in a timely manner.
• Third-party-related early amortization triggers:
• If a correspondent bank does not meet minimum credit rating requirements and that bank is not replaced in accordance with the terms of the transaction.
• Company-related early amortization triggers:
• If litigation is instituted against the company that is likely to have a material adverse effect on the transaction.
• If the company becomes insolvent.
• Failure of the servicer to comply with terms of the transaction.
• Sovereign-related early amortization triggers:
• If the sovereign interferes in any material way with the company’s ability to direct cash flow to the transaction.
• If the sovereign takes over a substantial part of the business of the company.

What Early Amortization Means to the Originator

While the relevance of putting early amortization features in a transaction is understandable, it is necessary to realize that early amortization amounts to drying up the resources of the originator (by inherently calling back a loan or accelerating the repayment of the loan) when things start turning bad for the originator. The EATs are comparable to acceleration clauses in bank loans.

Representations and Warranties of the Seller

Compared with a traditional asset-backed deal, the representations (“reps”) and warranties of the seller in a futures flow deal are far more comprehensive. This enables the transferee to relate a delinquency to a breach of the same and remit the delinquent receivables back to the seller.

Third-Party Guarantees a Common Feature

In several emerging market future flows, after a credit enhancement of the receivables to a volume for a AAA rating and making the transaction acceptable to international investors, obtaining an insurance wrap or a bond guarantee is quite a common feature.
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