Capital Markets Blog

European Commission Endorses ESMA Templates for Loan-Level Data Reporting for Securitizations

Why new templates?

The European Securitization Regulation that came into force in January 2019 requires data disclosures for most securitizations originated in Europe. Compliance with the disclosure requirements will mean submission of an official set of templates of loan-level data to a securitization repository, a process that has some similarities with the disclosure of derivatives transactions under EMIR. The Regulation bestows ESMA with the power to develop the templates which then have to be endorsed by the EU Commission (EC), adopted by European Parliament and finally be published in the Official Journal as a European regulation. Only after this, the templates will become mandatory for all securitizations issued after January 1, 2019.

Just a few days ago, on October 16, 2019, EC released the official disclosure templates that were so impatiently awaited by the securitization market. It took the Commission exactly 288 days to endorse the templates since the time ESMA published their final draft on its web site. Besides the field-by-field addendum, EC further provides details by releasing an endorsed RTS where it states among others:

Private transactions are fully exempt from data disclosure though a securitization repository. Despite interim proposal from ESMA to include private transactions into disclosure requirements through repository, this effort finally did not find its way into the endorsed RTS.

Standardized identifiers will be used across all asset classes, including fields for “back-up” IDs in case the original ones can no longer be maintained. From a data user perspective, this is a very welcome feature as it allows easy data reconciliation and time series analysis.

No Data options are allowed for most of the fields in either option of ND1-4 or ND5. The meaning of individual inputs remains the same when compared to ECB’s taxonomy:

 

Very limited use of ND values was the main reason of rejection of the final RTS draft published by ESMA in August 2018 (“the Commission requests ESMA to examine whether, at the present juncture, the ‘No Data’ option could be available for additional fields of the draft templates”). EC seems to have viewed the templates as being too strict and inflexible to accommodate a unified standard across multiple jurisdictions in Europe. As a result, the number of fields allowing ND5 or ND1-4 increased. From our perspective, ND5 does not influence data analysis, performed by investors or regulators as it only signals non-relevance. ND1-4, however, give a room to data providers to omit some data that is currently not available for disclosure.

Template Comparison

Having the templates’ history in mind, we looked closer at the final layouts released by EC in Annexes 1-15 and compared them to the final draft ESMA submitted for endorsement in [January 2019]. Apparently, EC took the proposed templates over as drafted by ESMA with very few changes:

ND1-4 became newly available for:

  • Interest Revision Date 1 (field RREL51)
  • Interest Revision Date 2 (field RREL53)
  • Interest Revision Date 3 (field RREL 55)

ND5 became newly available for Primary Income Currency (AUTL18).

Other fields from all remaining 9 ESMA templates remained unchanged. In our opinion, allowing RREL51, 53, 55 to potentially report no data does not hamper data analysis and risk assessment significantly. Allowance for ND5 for AUTL18 has no impact on data reported at all since primary income (AUTL16) has to be disclosed in a format of {CURRENCYCODE_3} which already includes currency denomination.

What is coming next?

We expect the European Parliament to adopt the templates in the following months. Formally, the maximum time allotted to this process is 6 months. After that, the legislation foresees additional 20 days after release in the Official Journal for the RTS to apply. Market participants that are affected by this regulation need to switch to the new templates without any delay as soon as this RTS becomes a European regulation.

At PwC, we have analyzed the templates over the past 10 months. As they differ significantly from the ECB templates for collateral purposes (being used by the market from 2013 onwards*) we do expect data inconsistencies caused by lack of clarity on field-by-field interpretation, but also technical challenges for IT departments. Additionally, ongoing monitoring and data quality issues, especially for STS-seeking deals, may become burdensome. This and other data issues may also be caused by a split legislative governance – templates and their field-by-field setup were developed by ESMA which is also mandated with data quality enforcement, whereas national competent authorities (full list here) are appointed with supervisory power concerning the compliance of data owners with the template provisions.

ESMA is entitled to impose and enforce data quality rules on the level of the securitization repository. Those rules will be primarily linked to ND1-4 values which to certain extend resemble ECB’s efforts in data completeness, indicated by ECB score. ESMA will further develop and propose rules for other fields, including ND5, interfiled inconsistencies and STS non-compliant values. This means that even though more flexibility is given by the final template layout, ESMA still retains tools to enforce more strict disclosures in the future if deemed necessary. One of them is development of a data quality threshold that will indicate a “minimum passing score” which will be calculated by the securitization repository for each incoming data tape. Falling below the threshold would mean automatic rejection of the data and thus non-compliance with the regulation. ESMA further indicates that those thresholds will evolve over time; converging to as little ND values as possible.

2020 will likely bring new ECB eligibility criteria

In March of 2019, ECB announced that eligibility requirements for loan-level data reporting in the ECB collateral framework for the ABSPP is going to be adjusted to reflect EU Securitization Regulation’s disclosure requirements. The convergence depends upon two conditions – (1) ESMA templates entering into force and (2) the first securitization repository getting registered with ESMA. The first condition will most likely be met in the following months, whereas registration of the first repository with ESMA will happen only after finalization of legal framework governing Securitization Repository. Timing for the latter is uncertain yet since this is the last open issue concerning Securitization data reporting, we believe this could happen soon.

It is likely that reporting through ESMA templates will have to take place before the first securitization repository gets registered with ESMA. During this time, the data tapes need to be published and made available to the data users through a website that meets certain criteria (secure hosting, data quality management etc.). Currently, this is being fulfilled by the largest ABS data platform and ECB’s designated repository, the European DataWarehouse.

PwC’s focus

Adoption of the new reporting standards may be challenging for some originators, namely those issuing ABCPs, CLOs or NPL as there has never before been a mandatory disclosure of these data sets. Besides this, data management, monitoring and remediation system will have to become an essential part of overall IT infrastructure on data provider’s side, irrelevant of the specific asset class. Non-compliance with templates or falling below data quality threshold could lead to a loss of ECB’s collateral eligibility, STS label and/or reputation damage.

 

Please contact our PwC experts in case of any questions.

 

Dr. Philipp Völk – Mail: philipp.voelk@pwc.com

Petr Surala, CFA – Mail: petr.surala@pwc.com

 

* The ECB loan-level reporting templates apply from January 3, 2013 for RMBS and SME ABS,  March 1, 2013 for CMBS, January 1, 2014 for Consumer Finance ABS, Leasing ABS and Auto ABS, and from April 1, 2014 for Credit Card ABS.

Capital Markets Blog Series – Part I: Capital Market Structure and Market Participants

 

Capital Markets Blog Series – Part I: Capital Market Structure and Market Participants

Brexit will almost inevitably initiate a transition towards a new EU27 Capital Market, needed to finance European economic growth and development in times of political uncertainty and technological disruption. Based on the publication of our Thought Paper “The Development of European Capital Markets Post-Brexit”, this blog will focus on EU27 Capital Markets structures and participants.  Further posts will focus on the main areas and the progress of the Capital Markets Union (CMU), which we consider the most important regulatory condition for the future development of EU27 Capital Markets.[1]

Capital Markets – Overview

Capital markets fulfill an intermediation function by transforming size, maturity and risk. The intermediation function of Capital Markets leads to risks being transferred directly between market participants while intermediation by banks involves the temporary use of bank’s balance sheet, resulting in a high reliance on banks’ continued capabilities to carry, manage and hedge these risks while owned by them. In times of increasing regulatory capital requirements and low interest rates, both resulting in a reduced risk appetite of banks, this intermediation function is constrained.

On Capital Markets, securities such as shares and bonds are issued to raise medium to long-term financing on what is called the primary market, and securities, commodities, currencies as well corresponding derivatives are traded on what is called the secondary market – disregarding newly developing asset classes and tokenization of real assets. Short-term transactions within a currency take place on the money market.

On primary markets, an issuer usually engages investment banks to place its securities (e.g. bonds and shares) with investors. In secondary markets, an issuer’s bonds and shares as well as other asset classes such as e.g. derivatives and commodities are traded between market participants.

The following diagram shows a holistic overview over the Capital Market structure as well as market participants which will be referred back to throughout the following blogs:

 

Capital Market Participants – Roles and Responsibilities    

In primary markets, issuers (e.g. public sector entities, corporates and banks) use investment banks (so called sell-side banks) in order to support them in structuring IPOs or debt issuances. Investment banks may thus act as intermediaries in the primary market either by connecting the issuer with potential investors (matching function) or by acquiring the issuance and re-selling it to other participants (underwriting function). Furthermore, banks depend on Capital Markets to issue their own debt and equity instruments, needed to fulfill their intermediation function, especially if they cannot attract (sufficient) deposits. The ability of Capital Markets to provide financing is a critical prerequisite of financial intermediation needed to finance economic growth and innovation. Capital issuances in the primary market are usually acquired by large institutional investors including but not limited to asset managers, hedge funds, pension funds and insurance companies. These market participants hold either issued capital instruments directly or structure investment vehicles to pool capital instruments from different investors.

Generally, shares and bonds issued in primary markets are subsequently traded in secondary markets as well as other asset classes such as e.g. derivatives and commodities. In secondary markets, additional investors such as e.g., commodity houses, commodity producers and consumers come into play. As a result of this larger group of investors as well as the increase with regard to the number and complexity of products (e.g. based on restructuring and derivative products), the legal and regulatory requirements for intermediaries are higher in the secondary market than in the primary market. Intermediaries in the secondary market include investment banks’ Sales & Trading divisions, which focus on creating investment and hedging opportunities for investors who are looking at transferring risks. In order to increase market demand for primary market products, these specialized traders use techniques such as financial engineering or structuring, creating new products that allow investors to buy portions of risks and cashflows of the original assets. In addition to investment banks, the group of intermediaries generally includes e.g. trading venues, such as e.g. stock exchanges, Multilateral Trading Facility (MTF) focusing on equity transactions (no operator discretion) as well as Organised Trading Facilities (OTF) focusing on non-equity transactions. Furthermore, FMIs such as e.g. clearing houses (CCPs such as LCH, Eurex Clearing, CME or Iceclear) and Central Securities Depositories (CSDs such as Clearstream, Euroclear or DTCC in the US) play a key role on the secondary market. Besides the intermediaries mentioned above, which usually share part of the risk of the underlying transactions or support the execution of the transaction process, other relevant market players such as rating agencies have emerged in order to enhance transparency and therefore reduce the information asymmetry between issuers and investors. Statutory auditors foster reliance in financial statements and thus reduce disincentives. Law firms and advisors help transfer best market practices between market participants.  Furthermore, regulators issue legal requirements and supervisors enforce them contributing to a functioning, stable and integrated, fair and transparent financial system and prevent its misuse for fraud, money laundering and terrorist financing purposes. Shortcomings with regard to the above-mentioned functions may result in severe market disruption with respective effects on the real economy.

 

Need for action in order to realize the growth potential of EU27 Capital Markets

The different size and structure of Capital Markets often relates back to the underlying economy and market structure, including its market participants. As an example, the majority of EU27 entities are bank-financed in contrast to the US, where Capital Market funding plays a major role for market participants. On average, bank lending represents 78% of corporate debt for EU27 companies and bond markets account for 22% in 2016 (compared to 13% in 2006). This is the inverse of the US with its market-based financial system, where bank lending accounts for 26% of corporate debt in 2016 (compared to 27% in 2006). In the UK, bank lending represents just over half of corporate debt with 54% in 2016 (compared to 63% in 2006) which shows the path the UK has taken to convert from a bank-based to a market-based financial system.[2]

Currently, the EU is facing enormous challenges: Trying to tackle demographic and technological change, border protection and climate change will require significant investments which cannot be provided purely by banks as financial intermediaries. Furthermore, Brexit preparations revealed the extent to which the EU27 member states are dependent or (over-)reliant on the UK Capital Market, which effectively absorbs a large part of Capital Market transactions entered into by European market participants. In order to ensure growth and become more independent in an international context, the European Union needs a genuine, integrated and innovation-friendly Capital Market. Since Capital Markets are fragile constructs with legal, political and social determinants being the main drivers to ensure a stable development, the Capital Markets Union (CMU) introduced by the EU Commission is an important first step towards the creation of an integrated European Capital Market. The subsequent blogs will thus focus on the CMU action plan, analyzing the issues it tries to tackle as well as identifying potential gaps and remediating actions.

 

 

Please contact our PwC experts in case of any questions.

Stephan Lutz – Mail: stephan.x.lutz@pwc.com

Ina Alexandra Steiner – Mail: ina-alexandra.steiner@pwc.com

Dr. Philipp Völk – Mail: philipp.voelk@pwc.com

 

 

 

 

[1] The authors thank Fabian Faas and Philipp Böhme, both PwC, for their valuable contribution to this blog series.

[2] Wright, W./Asimakopoulos, P. (2018): A decade of change in European Capital Markets, p. 10.

The tale of the Securitisation Regulation

The Regulation aims to strengthen the legislative framework for European securitization market. It is a building block of the Capital Markets Union (CMU) which contributes to the Commission’s priority objective of supporting job creation and sustainable growth.

The Securitisation Regulation (SR) formed a part of Investment Plan for Europe, also known as the Juncker Plan, named after Jean-Claude Juncker, the president of European Commission at that time. The plan was officially communicated by the Commission on November 26, 2014 and the SR intended to restart high-quality securitization markets without repeating mistakes made before the 2008 financial crisis.

Eight months under the Securitization Regulation

As of beginning of 2019, the new Securitization Regulation applies. It consists of 48 articles and brings forth several noteworthy rules, concerning mostly disclosure practices and Simple, Transparent and Standardized (STS) framework.

 

The STS Framework

The STS refers to a set of criteria that grant an STS label to a compliant ABS transaction. The requirements are described in articles 18 – 28 and can be broken down as follows:

BaFin and Bundesbank consult MaSanV

On 25 April 2019, BaFin, in agreement with the Deutsche Bundesbank, submitted the Mindestanforderungen an SanierungsplĂ€ne fĂŒr Institute und Wertpapierfirmen (MaSanV)[1] for consultation.

The MaSanV-E will replace the MaSan after its entry into force. In addition, it will transpose into German law the EBA guidelines on the range of scenarios to be used in recovery plans (EBA/GL/2014/06) and the EBA Guidelines on the minimum list of qualitative and quantitative recovery plan indicators (EBA/GL/2015/02), and will concretise the provisions of the Delegate Regulation (EU) No. 2016/1075.

This creates the necessary requirements for the reorganisation planning of less significant institutions (LSI) as well as of institutions, which belong to an institution protection system (IPS).

As a result, the MaSanV will become the central legal norm, especially for smaller banks, alongside the German Sanierungs- und Abwicklungsgesetz (SAG).

BaFin und Bundesbank konsultieren MaSanV

Die BaFin hat am 25. April 2019 im Einvernehmen mit der Deutschen Bundesbank die Verordnung zu den Mindestanforderungen an SanierungsplĂ€ne fĂŒr Institute und Wertpapierfirmen (MaSanV) zur Konsultation gestellt.

Der MaSanV-E wird nach Inkrafttreten zum einen die MaSan ersetzen. DarĂŒber hinaus wird er die Leitlinien der EBA[1] ĂŒber die bei SanierungsplĂ€nen zugrunde zu legende Bandbreite an Szenarien (EBA/GL/2014/06) und die Leitlinien der EBA zur Mindestliste der qualitativen und quantitativen Indikatoren an SanierungsplĂ€ne (EBA/GL/2015/02) in deutsches Recht umsetzen und die Regelungen der Delegierten Verordnung (EU) Nr. 2016/1075 konkretisieren.

Dadurch werden die notwendigen Vorgaben zur Sanierungsplanung von weniger bedeutenden Instituten (LSI) sowie von Instituten, die einem institutsspezifischem Sicherungssystem (IPS) angehören, geschaffen.

Im Ergebnis wird die MaSanV vor allem fĂŒr kleinere HĂ€user zur zentralen Rechtsnorm neben dem Sanierungs- und Abwicklungsgesetz (SAG) werden.

SRB Brexit-Positionspapier zur Abwicklungsvorbereitung

Das Single Resolution Board (SRB) hat in einem Positionspapier[1] darauf hingewiesen, dass wesentliche regulatorische Vorgaben (wie z.B. an die MREL Quote, FortfĂŒhrungskonzepte, Personalausstattung) ungeachtet des Brexits von Bankinstituten in der EU27 eingehalten werden mĂŒssen. Mit dem Brexit wird die europĂ€ische Bank Recovery and Resolution Directive (BRRD)[2] ihre Bindungswirkung fĂŒr in Großbritannien ansĂ€ssige Institute verlieren. Daher formuliert das SRB seine regulatorischen Erwartungen an Banken, die a) ihre GeschĂ€fte, in eines der EU27 LĂ€nder verlagern (incoming banks), oder b) ihren Hauptsitz in der EU27 haben und ihre AktivitĂ€ten in Großbritannien oder einem Drittland auf- bzw. ausbauen (outgoing banks).

SRB Brexit position paper to ensure resolvability

The Single Resolution Board (SRB) pointed out in a position paper[1]  that banks have to be compliant with essential regulatory requirements (e.g. for MREL, continuity concepts, staffing) irrespective of the upcoming Brexit. After Brexit the European Bank Recovery and Resolution Directive (BRRD) will lose its binding effect for institutions domiciled in Great Britain.[2]  The SRB therefore formulates its regulatory expectations for banks that a) relocate their operations to one of the EU27 countries (incoming banks) or b) have their head office in the EU27 and establish or expand their activities in Great Britain or a third country (outgoing banks).

Handels- und steuerbilanzielle Fragen bei der Portierung von Zinsderivate-Portfolien zwischen zentralen Kontrahenten

Im Zuge des Brexit entfĂ€llt das “Passporting” von Finanzdienstleistungen, und die regulatorische Anerkennung von Finanzdienstleistern im Vereinigten Königreich in der EU bedarf einer Genehmigung im Einzelfall. Die somit zu erwartende Verlagerung von FinanzgeschĂ€ften in die EU betrifft auch das Clearing von in Euro denominierten Zinsderivaten (sog. “Euro-Clearing”). Der nachfolgende Beitrag beschreibt mögliche Übertragungswege fĂŒr bestehende Zinsderivate zu einem zentralen Kontrahenten in der EU und diskutiert die handels- und steuerbilanziellen Folgen.


Commercial and tax balance sheet issues in the porting of interest-rate derivative portfolios between central counterparties

In the course of Brexit, passporting of financial services will no longer apply and the regulatory recognition of financial service providers in the UK require approval on a case-by-case basis in the EU. The clearing of interest rate derivatives denominated in Euros (so-called Euro Clearing) is a market with a nominal volume of approximately 100 trillion Euro in open contracts, which is currently predominantly settled at the London Clearing House (LCH). In the event of a hard Brexit, the European Securities and Markets Authority (ESMA) decided on 18th February 2019 to recognize the LCH as a third party CCP for a limited period of 12 months. A to be expected transfer of financial transactions to the EU, also affects Euro Clearing. The following article by Dr. Christian Altvater, Head of the Group Tax Department of Deutsche Börse Group, and Judith Gehrer, Partner at PwC, describes possible transfer channels for existing interest rate derivatives to a central counterparty in the EU and discusses the consequences for the commercial and tax balance sheets.

Den Artikel von Dr. Christian Altvater und Judith Gehrer (PwC) erschienen in RdF 2019, 65-72 der dfv Mediengruppe finden Sie in deutscher Sprache (in german language) hier.

Die Veröffentlichung erfolgt mit freundlicher Genehmigung der dfv Mediengruppe.

Die Entwicklung der europÀischen KapitalmÀrkte nach dem Brexit

Es scheint kein Weg mehr daran vorbeizufĂŒhren: Das vereinigte Königreich wird die EuropĂ€ische Union offiziell am 29. MĂ€rz 2019 verlassen, auch wenn es (hoffentlich) zu einer Übergangsperiode kommt, die den Marktteilnehmern die dringend benötigte Zeit gibt, sich auf diese noch nie dagewesene Situation einzustellen.

Der Brexit wird die europÀischen KapitalmÀrkte auf Jahre hinaus beeinflussen. Marktteilnehmer sollten daher die wesentlichen Bestimmungsfaktoren der Kapitalmarktentwicklung nach dem Brexit kennen, wenn sie strategische Entscheidungen treffen.

Zum Start unseres Kapitalmarktblogs stellen wir Ihnen unseren neuen Beitrag zur Zukunft der europÀischen KapitalmÀrkte vor.

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