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    From:

    GREG

    LIPPMANN

    (DEUTSCHE

    BANK

    SECURI)

    Sent:

    Tuesday,

    August 29,

    2006

    2:12

    PM

    To:

    PAOLO.PELLEGRINI

    ;

    NLOBACCARO

    ;'EKOSNIK

    ;

    MARC

    ;

    RICHARD

    BARRERA

    (GLENVIEW

    CAPITAL

    MAN)

    ;

    PAOLO

    PELLEGRINI

    (PAULSON

    &

    CO.

    INC.)

    ;

    DAVID

    MACKNIGHT

    (MASON

    CAPITAL

    MANAGE)

    ;

    ALAN

    FOURNIER

    (PENNANT

    CAPITAL)

    ;

    MICHAEL

    PENDY

    (DUQUESNE

    CAPITAL

    MAN)

    ;

    NICK

    LOBACCARO

    (GEORGE

    WEISS

    ASSOCIA)

    ;

    EDWARD

    KOSNIK

    (HUNTER

    GLOBAL

    INVEST)

    ;

    JEREMY

    COON

    (PASSPORT

    MANAGEMENT,)

    ;

    JAMES

    DIDDEN

    (GSO

    CAPITAL

    PARTNERS)

    ;

    GREGORY

    PAPPAJOHN

    (VARA

    CAPITAL

    LLC)

    ;

    BRADLEY

    WICKENS

    (SPINNAKER

    CAPITAL

    LT )

    ;

    MICHELLE

    BORRE

    (OPPENHEIMERFUNDS,

    IN)

    ;

    CEMIL

    URGANCI

    (ASHMORE

    GROUP

    LIMITE)

    ;

    PAUL

    TWITCHELL

    (WHITEBOX

    ADVISORS,

    L)

    ;

    SHAILESH

    VASUNDHRA

    (DEEPHAVEN

    CAPITAL

    MA)

    ; ANTHONY

    BOZZA

    (SAB

    CAPITAL MANAGEME)

    ;

    BRAD

    ROSENBERG

    (PAULSON

    &CO.

    INC.)

    ;

    TYLER

    DUNCAN

    (WAYZATA

    INVESTMENT

    P)

    ;

    STEVE

    ROTH

    (GLG

    PARTNERS

    LP)

    ;

    DAVID

    GERSZEWSKI

    (AUTONOMY

    CAPITAL

    RES)

    ;

    LEV

    MIKHEEV

    (MOORE

    EUROPE

    CAPITAL)

    ;

    STEFAN

    TSONEV

    (UBS

    LIMITED)

    ;

    WYATT

    WACHTEL

    (YORK

    CAPITAL

    MANAGEM)

    ;

    RENE

    HO (MORGAN

    (J.P.))

    ;

    JOHN

    GISBORNE

    (TORONTO

    DOMINION

    BAN)

    ;

    MATTHEW

    J KEEGAN

    (OSPRAIE

    M ANAGEMENT

    L) ;

    PHILIP

    GUTFLEISH

    (ELM

    RIDGE

    VALUE

    ADVI)

    ;

    JEFF

    MOSKOWITZ (MORGAN

    STANLEY)

    ;

    KENNETH

    COE

    (TALEK

    INVESTMENTS

    LL) ,

    MATTHEW

    BASS

    (GSO

    CAPITAL

    PARTNERS)

    ;

    ROPER

    STRYPE

    (RUBICON

    FUND

    MANAGEM)

    ,

    ROBERT

    NEMETH

    (ELM RIDGE

    VALUE

    ADVI)

    ;

    MARC

    LEHMANN

    (JANA

    PARTNERS

    LLC.)

    ;

    JEREMY

    SCHIFFMAN

    (TPG-AXON

    CAPITAL

    MAN)

    ;

    JORIS

    HOEDEMAEKERS

    (OASIS

    CAPITAL

    (UK)

    L)

    ;

    NEL JOSHI

    (DEEPHAVEN

    CAPITAL

    MA)

    ;

    DANIEL

    DONOVAN

    (GDG)

    ;

    RAGHU

    RAGHAVENDRA

    (MOORE

    EUROPE

    CAPITAL)

    ;

    CHAD

    KLINGHOFFER

    (GLENVIEW

    CAPITAL

    MAN)

    ;

    JOSH ADAM

    (GLG INC.)

    ;

    JEREMY

    SIMON (TPG-AXON

    CAPITAL

    MAN)

    ;

    BRIAN VAHEY

    (KING

    STREET

    CAPITAL)

    ;

    DEAN

    CARLSON

    (SUSQUEHANNA

    INVESTME)

    ;

    JEAN

    FAU

    (DARBY

    CAPITAL

    IRELAN)

    ;

    VARUN

    GOSAIN

    (CONSTELLATION

    CAPITA)

    ;

    MAULIN

    SHAH

    (POLYGON

    INVESTMENT

    P)

    ;

    HARRY

    MAMAYSKY

    (OLD LANE,

    LP)

    Subject:

    Fwd:

    Two

    Jim

    Grant

    articles

    on

    CDOs

    Attach:

    15664357.htm

    Permanent

    Subcommittee

    on

    Investigations

    Wall

    Street

    The

    inancial

    Crisis

    ential

    Treatment

    Requested

    by

    DBSI

    Report

    Footnote

    #963DBSI_PS_EMAIL0

    6

    onfi

    Footnote Exhibits - Page 0509

  • 7/24/2019 DB Jim Grant Email to HFs

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    Message Sent:

    08/29/2006 09:12:02

    From:

    GREGLIP@BBOTGIGREG

    LIPPMANNIDEUTSCHE

    BANK

    SECURIl]7261328663

    To:

    [email protected]

    I

    To:

    [email protected]

    II

    To:

    [email protected]

    I

    To:

    MARC@JANAPARTNERS COMMARC|I

    I

    To:

    RBARRERA2@BBOTGIRICHARD

    BARRERAIGLEN

    VIEW

    CAPITAL

    MANI I

    To:

    PPELLEGRINI3@BBOTGIPAOLO

    PELLEGRINIIPAULSON

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    INC.| I

    To:

    DMACKNIGHT@BBOTGIDAVID

    MACKNIGHTIMASON

    CAPITAL MANAGE

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    To:

    AFOURNIER@BBOTGIALAN

    FOURNIERIPENNANT

    CAPITAL

    I

    To: GMPENDY@BBOTG MICHAEL

    PENDYIDUQUESNE

    CAPITAL

    MAN|

    I

    To:

    NLOBA@BBOTGINICK

    LOBACCAROIGEORGE

    WEISS ASSOCIAI

    To:

    EKOSNTK@BBOTGIEDWARD

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    GLOBAL

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    I

    To:

    JMCPASSPORT@BBOTGIJEREMY

    COONIPASSPORT

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    I

    To:

    JDIDDEN2@BBOTGIJAMES

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    GPAPPAJOHN4@BBOTGIGREGORY

    PAPPAJOHNIVARA

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    I

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    BWICKENSI@BBOTGIBRADLEY

    WICKENSISPINNAKER

    CAPITAL

    LTI I

    To:

    MBORRE

    I@BBOTG|MICHELLE

    BORRE|OPPENHEIMERFUNDS,

    N|

    I

    To:

    CURGANCII@BBOTGICEML

    URGANCIIASHMORE

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    LIMITE

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    To: PTWITCH@)BBOTGIPAUL

    TWITCHELL WHITEBOX

    ADVISORS,

    LI I

    To: SVASUND@BBOTGISHAILESH

    VASUNDHRAIDEEPHAVEN

    CAPITAL MAI

    I

    To:

    ABOZZA@BBOTGIANTHONY

    BOZZAISAB

    CAPITAL

    MANAGEMEI

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    To:

    BSROSENBERG@BBOTG BRAD

    ROSENBERG

    PAUL

    SON

    &

    CO.

    INC.1

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    To: TJDUNCAN@BBOTGITYLER

    DUNCAN|WA

    YZATA

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    |

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    WOODY2@BBOTGISTEVE

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    DAVIDG@BBOTGIDAVID

    GERSZEWSKIIAU

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    I

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    LVMIKHEEV@BBOTGILEV

    MIKHEEVIMOORE

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    LIMITED|

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    WJWACHTEL@BBOTGIWYATT

    WACHTEL|YORK

    CAPITAL

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    To:

    RENEHO@BBOTG|RENE

    HOIMORGAN

    (JP.)

    To:

    JGISBORNE@BBOTG|JOHN

    GISBORNEITORONTO

    DOMINION

    BAN

    To:

    MAKEEGAN@BBOTG|MATTHEW

    J KEEGANIOSPRAIE

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    MOSKOWITZIMORGAN.STANLEY

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    To: RSTRYPEI@BBOTG|ROPER

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    MANAGEMI

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    RNEMETHI@BBOTGIROBERT NEMETHIELM RIDGE

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    LEHMANNIJANA

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    SCHIFFMANITPG-AXON

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    To:

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    HOEDEMAEKERSIOASIS

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    To: DDONOVAN5@BBOTGDANIEL

    DONOVANIGDGI

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    RAGHAVENDRAIMOORE

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    JSIMONTPG@BBOTGIJEREMY

    SIMONITPG-AXON

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    DCARL@BBOTGIDEAN

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    To:

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    MAMAYSKY|OLD

    LANE.

    LP

    Original Message-

    From:

    Greg

    Lippmann

    At:

    8/28

    17:32:17

    Treatment

    Requested by DBSI

    DBSI

    PSI

    EMAIL0 162

    Footnote Exhibits - Page 0510

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    Structured Complacency

    Credit markets

    are

    sanguine.

    Structured

    credit

    is

    proliferating.

    Could

    the

    first fact

    be related

    to

    the

    second?

    Yes,

    we say.

    There?s

    no end

    of explanation

    for the

    mysterious

    willingness

    of

    bond

    buyers and

    bank-loan

    investors

    to accept

    persistently

    modest

    returns

    over

    riskless

    government

    yields.

    Liquidity

    has

    been

    superabundant,

    hedge-fund

    assets are on

    the

    prowl, yield

    thirst goes

    unslaked?all

    these causes

    are put

    forward.

    We

    are

    about to

    suggest

    another

    explanation

    for the

    bewildering

    complacency

    of

    lenders.

    Spreads

    are

    tight

    in

    part because

    of

    the

    growing number

    of

    collateralized

    debt

    obligations

    (CDOs).

    What

    these entities

    share is

    a strong

    propensity

    to

    buy and

    a

    low

    propensity

    to sell.

    A

    new fact

    commands

    the attention of

    lenders

    and

    borrowers:

    Financial

    engineering

    is displacing

    credit

    analysis.

    Definitions

    are in order.

    A

    CDO

    is

    a debt-acquisition

    enterprise.

    It

    raises money from

    investors.

    It

    acquires assets with

    the proceeds?bonds,

    bank

    loans,

    mortgages,

    asset-backed

    securitics,

    etc.

    It can buy

    floating-rate assets

    or

    fixed-,

    senior

    claims

    or subordinated.

    In 2005,

    no

    less

    than

    $250

    billion

    of

    CDOs came into the

    world, 59%

    more than

    in

    analysis,

    we

    venture

    the following

    capsule

    distinction:

    financial

    engineering

    is the

    science

    of structuring

    cash

    flows; credit

    analysis

    is

    the

    art

    of getting paid.

    The

    liabilities

    side of

    a CDO

    balance

    sheet

    is what

    gives

    the

    structure

    its

    distinctive

    investment

    personality.

    The

    liabilities

    are

    layered.

    Field-strip

    a

    typical

    $100

    million

    CDO and

    you find,

    first,

    a

    large

    swath

    of

    ?senior?

    liabilities,

    say

    $70 million

    worth,

    rated

    triple-A;

    a $20

    million

    ?junior?

    slice

    rated

    single-

    or

    double-A;

    a 3

    million

    mezzanine

    piece

    rated

    triple-B;

    and

    7 million

    of

    unrated

    equity.

    The top-rated

    assets

    are

    not

    inherently

    triple-A.

    Their

    strength

    derives

    rather

    from the

    vulnerability

    of

    the

    assets

    underneath.

    The

    equity

    tranche

    is

    most

    exposed; to it

    goes

    the

    first

    loss. When

    it

    has borne

    all

    it

    can bear

    (i.e.,

    7 million),

    the

    next

    loss goes to

    the

    Treatment

    Requested

    by

    DBSI

    DBSIPSIEMAIL01625

    Footnote Exhibits - Page 0511

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    mezzanine tranche and the

    next to the junior

    slice.

    Only

    after all of

    these levees are

    breached--$30

    million

    worthdo

    losses cut

    into the value

    of the senior segment.

    The

    various segments are

    priced according

    to their risk,

    with

    the senior-most

    yielding

    a

    few

    dozen

    basis

    points

    over

    Libor and

    the

    equity

    segment returning

    1,000

    basis points

    over (or

    more). The

    cost

    to

    create

    such a structure

    runs to about 1.5%

    of

    the

    balance-sheet

    footings.

    Included

    are legal,

    rating and

    origination expenses.

    Annual

    management

    fees may

    run to 50

    basis points.

    Although

    some

    CDOs are

    ?static??the

    assets with

    which they

    are seeded

    are the

    ones

    they

    keep?some

    latitude

    for

    the managers is

    increasingly the

    norm.

    Our

    ?typical? CDO

    is known

    as a ?cash?

    CDO It

    is not to he

    confused

    with a ?synthetic? CDO.

    Like the

    cash variety,

    a synthetic

    CDO

    raises

    money from

    investors. Then

    it sells

    credit protection

    to

    other

    investors,

    in the shape

    of credit

    default

    swaps

    (CDS). The

    cash CDO

    eams

    income from

    the securities

    it holds.

    The synthetic

    CDO

    eairns income-from

    the premium

    it writes.

    In

    a

    few

    short years,

    these

    derivative structures

    have

    marginalized

    the

    vast corporate

    bond market.

    Companies

    still

    issue public

    debt, but

    Wall Street

    is

    trading less

    and less

    of

    it. The charm

    of

    the

    old corporate

    arena?with its

    generously

    separated bids

    and

    offers and

    its

    personable,

    richly

    compensated

    sales

    peopleproved its

    undoing. Th e

    advent of

    price

    transparency

    through the

    TRACE

    reporting system

    hathed the

    marketplace

    in sunlight.

    Blinking,

    the

    salespeople

    watched

    quotations

    tighten and

    commission

    income dwindle.

    ?Banks

    that trade

    corporate

    bonds

    have been

    required

    to report

    transactions

    to TRACE

    since

    2002,?

    Bloomberg

    noted

    in a May

    9

    report

    on

    the historic

    shift

    from

    cash transactions

    to derivative

    ones

    (?Derivatives

    Make

    Nich Carraway,

    Corporate

    Bond

    Traders Obsolete,?

    is

    the

    headline).

    ?The

    system now provides

    prices and the

    amount

    of

    bonds

    exchanged

    in

    each

    trade on

    29,000

    securities with

    in 15 minutes

    of a deal,

    according

    to

    NASD.

    With

    the data

    available,

    there?s

    little

    need

    for guidance

    from

    Treatment

    Requested

    by

    DBSI

    DBSIPSIEMAIL016258

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    analysts

    or

    salespeople.?

    Observe,

    please, the

    analytical

    leap

    implied in

    the

    final

    three

    words

    of

    the

    quotation: ?analvsts

    or salespeople.?

    Why should

    price

    transparency

    make

    analysts obsolete?

    Hypothesis

    No.

    1:

    Because, in an

    efficient

    market,

    a security?s

    price

    is

    the unfailing

    measure of

    its

    value.

    Hypothesis No. 2: Because,

    on

    Wall Street, the

    analysts are

    paid

    out

    of the

    big fat commission

    pot.

    We

    lean

    toward No.

    2.

    Credit risk is

    ever present.

    Where it

    resides is

    the timely

    question.

    Once

    upon a

    time, before

    ?disintermediation,?

    the

    risk

    of

    default

    or nonpayment

    lay with

    the

    banks.

    It was the

    banks? business

    to

    know more

    about

    their borrowers

    than

    anyone else.

    Come the

    junk-bond

    revolution, the

    risk

    migrated out

    of

    the

    banks and into the

    securities

    markets. Now

    comes

    the

    derivatives

    boom.

    Who

    are

    the keepers

    of

    the

    flame

    of

    credit analysis in

    2006?

    We?re

    not sure?and

    neither is

    the International

    Monetary

    Fund.

    ?[R]ating agencies

    have

    played

    a significant

    role in

    the

    acceptance of

    new

    products

    by investors,

    with the analysis

    and rating

    of structured

    products

    heavily reliant

    on

    sophisticated

    quantitative

    modeling,? says

    IMF?s

    2006 Global

    Financial

    Stability

    Report (see

    Chapter

    2, ?The

    Influence

    of

    Credit

    Derivative

    and

    Structured

    Credit

    Markets on

    Financial

    Stability?).

    ?Not

    surprisingly.

    The

    development

    of

    structured

    credit

    markets

    has coincided

    with

    the increasing

    involvement

    of people

    with

    advanced

    financial

    engineering

    skills required

    to

    measure and

    manage these

    often

    complex risks. In

    fact,

    for

    many

    market

    participants,

    the

    application of such

    skills may

    have become

    more

    important than

    fundamental

    credit

    analysis.?

    This provocative

    thought is

    developed

    in a one-sentence

    footnote, as

    follows: ?Discussions

    with

    market participants

    raised

    questions as to

    whether the

    increased

    focus on

    ?structuring?

    skills,

    relative

    to

    ?credit?

    analysis,

    may itself

    present

    a

    concern.?

    Emphatically,

    the

    rating agencies

    are on

    the

    job. Since

    a CD O

    without a triple-A-rated

    senior

    tranche

    would

    be

    unmarketablc,

    their

    imprimatur is

    indispensable.

    For

    Moody?s Corp.,

    the

    sole publicly

    traded

    rating business,

    derivatives

    are the

    wave

    of

    the

    futurc?and

    of the

    Treatment

    Requested by

    DBSI

    DBSIPSIEMAIL 1625

    Footnote Exhibits - Page 0513

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    present,

    besides. In the

    first

    quarter,

    structured finance

    generated

    revenues

    of $176

    million,

    nearly

    double the contribution

    of

    oldOline

    corporate debt

    ratings.

    Colleague Ian

    McCulley

    was

    unable to

    elicit from any

    agency

    just

    what this

    booming

    business

    entails.

    But

    he did catch

    up

    with ajunior

    analyst

    at one

    ratings

    shop,

    who

    described

    his work

    in monitoring

    as

    many

    as

    20

    CDOs

    a day. Both

    the analyst?s

    name and his

    employer?s

    are being

    withheld

    to

    protect

    the innocent.)

    ?Basically,?

    says our

    source,

    ?I

    go

    through

    what they

    buy and

    sell

    each

    month.

    And

    I

    go

    through

    all of their

    ratios.

    And

    I check

    to

    see if

    they

    have synthetics,?

    e.g.,

    credit

    default

    swaps.

    It?s all in

    an Excel

    model.

    The

    CDOs he checks

    are actively

    managed.

    Interestingly,

    some of

    them

    invest in

    the

    tranches

    of other

    CDOs, and

    they

    are

    called

    ?CDO squared.?

    It?s

    no easy

    matter

    to rate

    these

    exotica,

    even

    with

    the

    help of

    a complex

    model

    developed

    for the

    purpose

    by

    Moodys.

    Our

    admittedly green

    contact

    says

    he

    doubts that

    many

    people

    really

    understand

    what these

    structures

    own, how

    their

    assets

    are

    correlated

    or

    what might

    happen

    to

    them

    in

    the

    liquidation

    portion

    of

    a

    credit

    cycle.

    A skeptical

    friend of

    ours

    applauds

    the bank-loan-holding

    CDOs. Michael Lewitt, president of

    Harch Capital Management,

    Boca Raton,

    Fla.,

    is the

    manager

    of 150

    bank

    loans

    (which

    constitute

    a collateralized

    loan

    obligation,

    or

    CLO,

    a

    species

    of

    CDO).

    He

    contends

    that

    the loan

    structures

    do

    work?and

    Lewitt, in his

    professional

    capacity,

    is

    a hard

    man

    to please.

    Yes,

    he

    readily

    acknowledges,

    credit

    spreads are

    too

    tight,

    but ?even if

    a

    loan

    defaults,

    you

    still

    get

    recoveries

    of

    95 cents

    on the

    dollar,

    or even

    over par, so

    you are OK.?

    Lewitt is

    here

    referring

    to

    senior

    loans. Beware,

    he says, the second-lien

    kind,

    which are

    really

    ?just

    bonds,

    and

    that?s

    where you

    will

    have some

    real capital

    impairment.?

    Our

    investigation

    leads

    usto the

    same

    conclusion,

    though

    most

    lenders

    and

    borrowers

    are

    wondering

    less

    about

    capital

    impairment

    than

    about

    what took

    them so

    long to see

    the

    beauty

    of

    junior

    bank claims.

    Among

    these

    merits is

    the

    east of

    early

    call

    (at the

    borrower?s

    behest

    and

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    with fewer

    of the costs

    and

    restrictions

    typically

    associated

    with

    calling

    a corporate

    bond) and

    the fact

    that they

    pay

    a floating, not

    a

    fixed,

    rate

    of interest. Their issuance

    is

    soaring. According

    to Steven Miller,

    manageing

    director

    of S&P?s

    Leveraged

    Commentary

    and

    Data

    Group,

    16

    billion

    of second-lien

    paper

    came to

    market in

    2005. 35%more than

    in

    2004.

    And while junk-bond

    issuance

    last

    year totaled

    $75 billion,

    less

    will

    be

    sold

    this year.

    ?Furthermore,?

    colleague

    McCulley

    observes,

    ?second liens

    are tailor-made

    for

    the current

    state of

    the

    financial

    world,

    hedge

    funds

    .

    absorb 37% and CLOs 48%

    of second lien issuance nowadays.

    Libbey Inc.,

    the

    Toledo, Ohio,

    glassmaker

    profiled

    in

    the

    April 21 issue

    of

    Grant?s,

    is

    among

    the companies

    that

    has

    recently

    forsaken the junk

    market for the

    second-lien

    market,

    it

    expects to tap

    it any

    day.?

    What?s

    there to be afraid

    of?

    a

    practitioner

    we know

    rhetorically

    asks: ?For

    a deal

    that has

    locked in

    its liability

    costs for

    in

    the market

    that would

    bring

    back

    credit spreads

    to

    more

    natural

    levels.?

    Be careful

    what

    you wish

    for, we

    say. The

    financial engineers

    are

    up in

    the

    driver?s

    seat

    of credit,

    a fact

    that

    ought to

    worry

    everyone

    except

    distressed

    investors.

    ?[Flor

    some

    mezzanine

    structured

    credit

    products,?

    the aforementioned

    IMF

    paper

    speculates,

    ?zero

    recovery

    rates

    are

    much

    more

    likely

    than

    on similarly

    rated

    corporate

    bonds. yet

    the

    resulting

    default probabilities

    and

    expected

    losses

    are mapped

    into

    traditional

    corporate

    bond ratings

    that

    tend to

    be

    in

    the

    40%-60%

    range.?

    No

    default

    epidemic

    is

    imminent,

    our friend

    Lewitt

    asserts.

    Yet,

    he points

    out,

    something

    is bound to

    interrupt

    the

    present idyll.

    Something

    ?systemic? is

    his

    nomination.

    ?These

    hedge funds

    are

    not

    a

    sign

    of health and

    this

    equity day

    trading is not

    a

    sign

    of health.

    And

    having

    a

    credit

    market priced

    on

    a non-credit

    basis?meaning

    priced off

    quantitative

    and

    arbitrage

    bases and

    not on credit

    fundamentalsis

    not

    a

    healthy

    thing.?

    Credit

    markets

    ought

    to be

    priced on

    the

    basis

    of

    eredit,

    of

    course?and,

    one day,

    most

    assuredly,

    they

    will

    be again.

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    English

    Majors? Revenge

    Collateralized

    debt obligations

    are only

    baffling

    most of the

    time.

    Gibberish, the

    technical

    literature may

    be,

    but a

    determined reader

    can make

    out the

    occasional familiar

    English

    word or

    phrase. One such

    word

    is

    ?assumption.? It turns

    out to be of

    critical

    importance

    to

    understanding

    how

    these complex

    structures

    are

    designed, priced

    and sold.

    Now

    begins

    another voyage of

    discovery.

    The

    destination: Th e

    land of

    the CDOs.

    The

    missions:

    Understanding.

    W e

    write on behalf

    of

    all

    who

    stand suspicious

    but

    mute before the

    mathematical

    guardians of

    this 1

    trillion market.

    Do

    you, Mr.

    or Ms. Former

    English

    Major,

    suspect that

    there is

    a fly in the

    derivatives

    ointment but are

    afraid

    to

    express a

    doubt

    in

    the company

    of

    quants? We

    are

    going to

    arm

    you

    with

    the

    facts.

    By

    way of

    background,

    the

    housing market is only

    as

    strong as

    the mortgage

    market.

    And the

    mortgage

    market,

    these days,

    is

    only

    as

    strong

    as the

    CDOs into

    which are

    packed

    hundreds of billions

    of

    dollars

    of housing-related

    debt

    prime

    and subprime,

    ?cap corridor

    bonds,?

    Alt-A-pass-through

    hybrids

    and others you

    may not

    want

    to

    ask

    about

    just

    now). And the

    CDOs

    are

    only

    as

    viable as their

    equity

    base.

    In

    previous

    issues, Grant?s has

    described

    these

    securities and

    the

    risks that

    unsuspecting

    investors

    may run

    in holding

    them.

    This time

    out, the

    focus

    is on

    the junior-most

    portion

    of the

    CDO

    liability

    structure, i.e.,

    the equity

    tranche.

    It?s

    the equity

    that bears the

    first

    loss

    or,

    if

    all goes

    according

    to plan,

    eams

    the highest

    return. You

    can?t sell

    a CDO

    without

    some

    sliver

    of

    equity?and

    sliver

    is the

    word.

    High-grade

    deals are

    leveraged

    at 100:1 on up.

    Buyers of

    this

    derivatives

    dynamite are

    said

    to include hedge funds

    as well as

    institutions

    in

    Japan,

    South

    Korea

    and Southeast

    Asia.

    In

    March, Moody?s

    performed

    the

    signal public

    service

    of

    compiling

    actual

    returns

    on

    equity portions of 66 ?terminated? CDOs (i-e.,

    entities

    that,

    for one

    reason

    or another,

    had

    reached

    the end

    of their

    useful lives).

    It

    found that returns

    ranged

    from

    a negative

    82% to

    a

    positive

    99% and

    that

    the median

    return

    was very close

    to

    zero.

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    Moody?s

    analysts

    were

    not dogmatic,

    however,

    because

    they

    could

    not

    be

    sure

    what

    investors

    had paid for

    the

    securities

    they

    were examining:

    ?Unfortunately,

    the pricingof

    equity is

    the

    result

    of

    a highly

    private,

    sometimes

    complex

    negotiation.?

    In a

    follow-up

    study of

    the equity

    tranches

    of 10

    terminated

    structured-finance

    CDOs,

    Moody?s

    last

    month

    found

    that returns had ranged from

    a

    negative

    59. 1% o a positive

    70. 1%,

    with the

    average at

    a negative 8.4%.

    A

    curious

    layman will

    now

    begin to

    appreciate the

    significance

    of

    the

    word

    ?assumptions?

    in the context

    of

    expected

    CDO returns

    (especially

    when pricing

    is as

    transparent

    as

    a curtain of

    lead).

    With

    enough of the

    right

    kind of assumptions,

    the equity

    -tranche

    buyer

    can

    sleep the

    sleep of

    the confidently

    misinformed.

    But such

    self-delusion

    will be

    a

    little

    harder

    to achieve since

    publication

    of a July

    26

    report by

    Deutsche

    Bank

    entitled, ?High

    Grade ABS

    CDOs? (in

    which

    ABS

    stands for

    ?asset-backed

    securities?).

    The

    analysis

    calls

    into

    question

    the premises

    on

    which

    such

    derivatives are

    built and

    sold.

    ?Modeling

    assumptions

    that simplify

    actual

    cash flows are

    commonplace

    in

    the

    world of

    structured

    finance,? the

    authors note.

    ?However,

    while these

    adjustments

    are

    unlikely

    to

    significantly

    impact

    the

    debt,

    they can

    have significant

    consequences

    on equity returns?especially

    within a

    structure

    that

    is leveraged

    100

    to 200

    times.?

    And

    what

    might

    these

    dubious

    assumptions

    be?

    Asset

    and

    liability

    cash-flow

    mismatch, is

    one. Something

    having to do

    with

    a five-

    to

    seven-day

    ?trustee period?

    at the

    time

    of issuance is

    another, and

    ?risk mismatch

    in

    2004 CDOs?

    is

    a third. A

    fourth

    involves

    the

    universal

    impulse

    to

    reach

    for yield: ?In

    the

    current

    relatively tight spread

    environment,?

    the

    report

    says, ?collateral

    managers

    have

    increasingly

    turned

    to

    higher

    yielding

    alternative prime

    mortgage

    products to add

    additional

    yield to

    the CDO

    portfolio.?

    These

    are,

    or have

    been, the

    best

    of times for

    housing,

    the

    Deutsche Bank authors observe.

    Drawing

    comfort from past performance,

    investors

    have

    come to

    regard

    ?the

    structures and

    the

    various

    modeling

    assumptions

    that are

    embedded

    within them?

    with

    unwarranted

    confidence.

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    Especially is

    confidence

    unwarranted

    at

    a time of elevated

    leverage.

    ?I

    don?t

    want to suggest

    that anything

    malicious

    and

    underhanded

    is going on

    here,?

    Anthony Thompson,

    managing

    director and

    head of U.S. asset-backed

    security

    and

    CDO

    research for Deutsche

    Bank,

    tells colleague

    Dan

    Gertner.

    ?I

    think the

    reality

    is

    that

    a

    lot

    of the

    CDO

    architecture

    and

    technology

    was

    created 10 to

    15 years ago

    when

    spreads

    were wider,

    leverage

    was lower

    and where

    you

    didn?t

    have

    to be

    so

    meticulous

    with

    your assumptions.?

    Buyers

    of

    these

    equity

    pieces

    are

    no t

    necessarily

    the

    world?s

    most sophisticated

    modelers

    of

    structured

    finance

    securities,

    Thompson

    adds. ?1

    would

    make

    the

    point that

    mortgages are

    complicated

    still

    to

    most

    of the world.

    Mortgages

    levered 200

    times

    are

    even

    more complicated.?

    By

    tweaking

    some

    standard

    assumptions

    to make them

    conform

    with the 2006

    marketplace,

    the

    Deutsche

    Bank study

    adjusts

    an ?idealized?

    expected return

    of 19% to a

    more realistic

    10.2%

    return. Note

    well,

    however, as the

    authors add,

    that

    CDOs are

    built

    on

    many

    assumptions

    They

    acknowledge

    that

    they

    examined

    ?but a few

    pieces

    of the

    complex

    CDO

    puzzle.?

    Come the

    next bear

    market in

    mortgage

    debt,

    many

    more

    assumptions will

    certainly

    come in

    for reappraisal.

    Knowing only

    this

    much,

    the

    detached and

    calculating

    English

    major

    might

    well

    be able

    to

    sweep up

    astonishing

    bargains.

    This

    e-mail may

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    (or

    have

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    please

    notify

    the

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