Repo
Repo
Repo
Table of contents
Foreword ........................................................................................................ 3
The instrument ................................................................................................ 5
What is repo? ................................................................................................. 5
Repo terminology .......................................................................................... 6
Comparing repurchase agreements and buy/sell-backs ................................... 8
Examples of repurchase agreements and buy/sell-backs .................................. 8
Repurchase agreement............................................................................... 8
Buy/sell-back........................................................................................... 10
General collateral repo, specials and securities lending ................................. 11
General collateral repo ............................................................................ 11
Specials ................................................................................................... 12
Repo versus securities lending ................................................................. 13
Why use repo?.............................................................................................. 15
Basic uses of repo ......................................................................................... 15
Trading strategies financed or covered by repo............................................. 18
Yield curve trades .................................................................................... 18
Relative value trades ................................................................................ 18
Carry trades ............................................................................................ 19
Spread trades........................................................................................... 19
Who uses repo ............................................................................................. 20
Securities dealers ..................................................................................... 20
Highly leveraged investors....................................................................... 21
Prime brokers.......................................................................................... 21
Repo conduits ......................................................................................... 21
Risk-averse cash investors ........................................................................ 21
Central banks .......................................................................................... 21
The legal and economic character of repo .................................................... 22
Managing repo .............................................................................................. 25
Credit repo................................................................................................... 39
Equity repo .................................................................................................. 40
Emerging market repo.................................................................................. 41
Credit risk and capital charges ....................................................................... 43
Foreword
Introduction
Traders and investors seek to manage risks as intelligently as possible. Over the
years, a portfolio of investment vehicles and risk-management techniques has been
created to detect and reduce risk exposures.
Secured financing, where collateral is used to mitigate risks, is one of those
techniques. It is increasingly used by cash investors and treasurers to protect
themselves against counterparty and other potential risks. And, it is now a critical
contributor to the efficient functioning of global capital markets.
Repurchase agreements or repos as they are commonly known are one of the
most widely used securities financing transactions. They have become a key source
of capital market liquidity. Previously viewed as a primarily back-office activity in
the 1990s, repos are now integral components of the banking industrys treasury,
liquidity and assets/liabilities management disciplines. Moreover, repos are also
an essential transaction used by central banks for the management of open market
operations.
In a repo transaction, the cash giver will expect some form of collateral, securities
for example, to be placed in its account by the cash taker as a form of protection
in the event the cash taker is not able to return the borrowed cash before or at the
end of the repo agreement. The characteristics of the collateral to be exchanged
are defined and agreed up front. However, the responsibilities of valuing the
collateral daily, of issuing collateral margin calls or returning excess collateral,
making substitutions when securities used as collateral are needed to fulfil trading
obligations, and more, can become daunting and distracting from more profitable
business activities.
Rather than build their own collateral management capabilities, firms often find
it operationally and economically efficient to outsource collateral management
to neutral triparty agents, such as Euroclear Bank. Because triparty collateral
managers are able to integrate transaction-specific collateral management
requirements with the process of settling the underlying transactions, they are well
placed to offer a compelling value proposition. They relieve repo counterparties of
the operational burdens of making sure the right collateral is in the right place at
the right time. And, triparty agents help to reduce the inherent operational risks that
both counterparties assume in the collateral management process.
Triparty collateral management is also an evolving business, with recent
developments such as the re-use (or rehypothecation) of collateral to optimise
collateral usage. Furthermore, the growing trend towards anonymous trading
in baskets of collateral is transforming repo into a truly secured money market
instrument, delivering the best of both worlds: the security of a repo and the
simplicity of a money market instrument.
The instrument
What is repo?
Repo can be defined as an agreement in which one party sells securities or other
assets to a counterparty, and simultaneously commits to repurchase the same or
similar assets from the counterparty, at an agreed future date or on demand, at a
repurchase price equal to the original sale price plus a return on the use of the sale
proceeds during the term of the repo.
Value date
Assets
Sale
Cash value
Return on cash
Seller
Buyer
Cash value
Repurchase
Assets
Maturity
Repo terminology
The seller gets the use of the cash proceeds of the sale of the assets.
The buyer gets legal title to the assets received in exchange for the cash it has
paid. The buyer holds the assets in the first instance as collateral. If the seller
defaults on the repurchase, the buyer can liquidate the assets to recover some
or all of its cash. In addition, because the buyer owns the collateral assets, the
buyer can re-use them during the term of the repo by selling the assets outright,
repoing them or pledging them to a third party. The buyer must buy back the
assets by the end of the repo, in order to be able to sell them back to the seller.
Repurchase agreements and buy/sell-backs share the same basic legal and operational
mechanisms (i.e. a sale of assets and a commitment by the seller to repurchase those
assets from the buyer at a later date).
The principal differences between a repurchase agreement and a buy/sell-back
stem from the fact that repurchase agreements are always documented (i.e. they
are evidenced by a written contract), whereas traditional buy/sell-backs are not.
Consequently, the two legs of a repurchase agreement are part of a single legal
contract, whereas the two legs of a traditional, undocumented buy/sell-back are
implicitly separate contracts.
Many of the terms used in the market to describe repos are taken from standard
legal agreements, such as the Global Master Repurchase Agreement (GMRA),
which are commonly used to document transactions in the international repo market.
The terms are illustrated in the diagram and defined in the table.
Purchase date
Collateral
Purchase
Purchase price
Seller
Buyer
Term
Definition
Seller
Buyer
Purchase
Repurchase
Purchase date
Repurchase date
Purchase price
Repurchase price
Collateral
Equivalent collateral
Repo rate
Although the term repo is applied to the whole transaction, it is market convention
to specifically describe the sellers side of the transaction as the repo and the buyers
side as the reverse repo. Dealers talk about sellers repoing out collateral and
buyers reversing in collateral.
Comparing
repurchase
agreements and
buy/sell-backs
There is much confusion about the differences between repurchase agreements and
buy/sell-backs. Comparisons are complicated by the fact that buy/sell-backs can
now be documented (so that there are three types of repo: repurchase agreements,
undocumented buy/sell-backs, and documented buy/sell-backs). Undocumented
buy/sell-backs, which are the traditional form of the instrument, have a number
of legal and operational drawbacks in comparison with repurchase agreements
and documented buy/sell-backs. These differences are explained on page 25
Managing repo.
Examples of
repurchase
agreements and
buy/sell-backs
Nominal value
Repurchase agreement
EUR 12,157,315.07
EUR 9,264.89
EUR 12,166,579.96
Purchase Price
repo interest
Repurchase Price
118.83
100
5.625 x 178
100 x 365
= 12,157,315.07
The repos interest payment is calculated as it would be for a deposit in the same
currency (in the case of EUR, using a day count/annual basis convention of actual/360);
12,157,315.07
0.885 x 31
= 9,264.89
100 x 360
The Repurchase price is simply the purchase price plus the repo interest:
12,157,315.07 + 9,264.89 = 12,166,579.96
The repurchase price is simply the purchase price plus the repo interest:
17 March 2009
Purchase
12,157,315.07
Seller
Buyer
17 April 2009
The terms of this transaction are set out on the Bloomberg Repo/Reverse Repo
Analysis (RRRA) screen, as illustrated in Figure 4.
Buy/sell-back
Purchase Price
Repurchase Price
EUR 12,157,315.07
EUR 12,166,579.96
12,166,579.96 10,000,000
x 100
10,000,000
The terms of this buy/sell-back are set out on the Bloomberg Buy/Sell back Repo
analysis (BSR) screen, as illustrated in Figure 5.
10
General collateral
repo, specials and
securities lending
EURIBOR
1/2/2009
12/2/2008
11/2/2008
9/2/2008
10/2/2008
8/2/2008
7/2/2008
6/2/2008
5/2/2008
4/2/2008
3/2/2008
2/2/2008
1/2/2008
12/2/2007
11/2/2007
9/2/2007
10/2/2007
8/2/2007
7/2/2007
6/2/2007
5/2/2007
4/2/2007
3/2/2007
2/2/2007
1/2/2007
1%
Eurepo
Figure 6 Benchmark rates for GC repo
1) The EONIA swap rate is the fixed rate of a fixed-against-floating money market interest rate swap,
where the floating rate is refixed daily at EONIA. EONIA is the Euro Overnight Interbank Average. This
is calculated each business day in the eurozone by averaging the overnight interbank deposit rates at
which the banks in the EURIBOR panel have traded between midnight and 18:00 that day, with each
rate weighted by the total volume of business done at that rate by the panel banks. Because it is the
average price of overnight interbank deposits, EONIA is virtually a risk-free rate of return. An EONIA
swap rate is largely the expected average of EONIA over the original term of the swap. The fact that
EONIA swap rates are available for a range of terms, up to two years, allows comparison with term
deposit and repo rates. The differential between EONIA swap rates and other rates largely represents
credit and liquidity premiums (i.e. the compensation offered to lenders in return for taking credit and
liquidity risks).
11
6%
5%
4%
3%
2%
Eurepo
1/2/2009
12/2/2008
11/2/2008
9/2/2008
10/2/2008
8/2/2008
7/2/2008
6/2/2008
5/2/2008
4/2/2008
3/2/2008
2/2/2008
1/2/2008
12/2/2007
11/2/2007
9/2/2007
10/2/2007
8/2/2007
7/2/2007
6/2/2007
5/2/2007
4/2/2007
3/2/2007
2/2/2007
1/2/2007
1%
EONIA Swap
Figure 6 Benchmark rates for GC repo
Specials
On occasion, buyers will seek a specific security as collateral in the repo market.
Buyers will compete by offering cheaper cash than their competitors, so the repo
rate for a security in demand will be forced below the GC repo rate. When this
divergence of repo rates becomes apparent, the security concerned is said to have
gone on special.
The differential between the GC repo rate and the repo rate on a special
represents an opportunity cost to the buyer, as the buyer has had to sacrifice interest
on its cash in order to acquire that security. It should be equivalent to the fee that
the buyer would have to pay if it borrowed that same security in the securities
lending market.
12
If a security is subject to very intense demand, the borrowing fee may be large
enough to force the repo rate on that security so far below the GC repo rate as to
make it negative. This is not uncommon in equity repo and becomes more likely
for all types of securities when interest rates in general are very low.
Fee
Lender
Borrower
Equivalent collateral
Equivalent securities
Figure 7 Securities lending against non-cash collateral
13
However, if cash is given as collateral, the lender is obliged to reinvest it for the
borrower and to rebate most of the reinvestment return to the borrower. This is
done by deducting the borrowing fee from the rebate interest earned. Securities
lending against cash collateral is illustrated in Figure 8.
Security
Cash
Cash collateral
Fee
Rebate
interest
Interest
Money market
Lender
Borrower
Cash collateral
Cash
Equivalent security
A primary difference between repo and securities lending is that repo is generally
motivated by the need to borrow and lend cash, while securities lending is driven
by the need to borrow and lend securities. However, there is an overlap in function
between securities lending and the specials segment of the repo market.
Another key difference is that the repo market overwhelmingly uses bonds and
other fixed-income instruments as collateral, whereas the core of the securities
lending market is equities. Because the sale of equities transfers not only legal
ownership, but also voting rights, it has become convention in the securities
lending market for equities for loaned securities to be subject to a right of recall
by the lender, in order to allow lenders to exercise their voting rights or other
ownership options. In contrast, unless a right of substitution is agreed, an equity
repo does not allow the seller to recall its securities during the term of the transaction.
Instead of going direct to the repo market, dealers can use the securities lending market to
substitute lesser rated securities or equities for more liquid securities, typically government
bonds, that are easier to finance in the repo market. Dealers borrowing more liquid securities
in the securities lending market will continue to benefit from the risk and rewards on the
original securities. This type of financing is referred to as collateral upgrade/downgrade
because the borrower is obtaining higher quality collateral in exchange for lower quality
or lesser rated collateral (upgrade), while the lender takes lower quality or lesser rated
collateral in exchange for better rated and more liquid collateral (downgrade). The borrower
compensates the lender with a fee.
14
The usefulness of repo to cash borrowers (or securities sellers) and cash lenders
(or securities buyers) stems from the fact that lenders who use the repo market to
invest their cash receive collateral in exchange. This has the effect of reducing
credit risk. If the borrower defaults, the lender can liquidate the collateral to
recover most or all of its cash.
The attraction of the repo market for lenders is enhanced by the fact that the reduced
credit risk on lending through repo means that their loans are subject to lower
regulatory capital requirements than unsecured lending, which improves the return
on their cash. For further details see page 43 Credit risk and capital charges.
There is the added advantage that, if required, they can re-use collateral to replenish
their cash balances at any time during the term of the repo, by repoing the collateral
on to a third party. This means that repo does not significantly deplete the liquidity
of lenders, as does lending in markets with unsecured and non-transferable
instruments like deposits.
Reduced credit risk and lower regulatory capital charges on repo mean that investors
are willing to lend more cash at lower rates in the repo market than they are in
markets in unsecured instruments like deposits and CP.
Lower funding costs and higher leverage obviously make repo an attractive source
of cash for institutions buying assets that can be used as collateral (e.g. securities).
Repo is particularly attractive to institutions that are already highly leveraged (e.g.
securities firms and hedge funds), who would find it expensive and/or difficult to
borrow more funds in unsecured markets. Indeed, repo is the primary source of
funding for such institutions.
From the perspective of a seller (who is usually a securities dealer), there are two
principal uses of repo:
15
Figure 9 illustrates the use of a repo to fund a long position in an asset, in this
case, a bond:
Repo
Bond
Bond
Bond repurchase
Purchase date
Cash
Cash
Bond market
Seller
Buyer
Bond market
Cash
Bond sale
Bond
Cash
Repurchase date
Bond
1. A dealer buys a bond in an outright purchase from the cash market. He is said
to have gone long the bond, which means that the dealer owns the bond and
will profit from a rise in price and from the coupon.
2. The dealer offers the bond as collateral to the repo market and uses the cash
proceeds to pay for the outright purchase of the bond in the cash market.
3. When the repo reaches its repurchase date, the dealer will repurchase the bond
from the repo buyer and sell it back to the cash market. The repurchase price
paid to the repo buyer is funded with the proceeds of selling the bond in the
cash market. Of course, if the price of the bond has fallen during the term of
the repo, the repo seller will suffer a loss on his long position when he sells
the bond back to the cash market.
16
Figure 10 illustrates the use of repo (strictly speaking, the use of reverse repo) to
cover a short position in a specific security:
Reverse repo
Bond
Bond
Purchase date
Bond sale
Cash
Cash
Bond market
Buyer
Seller
Bond market
Cash
Cash
Repurchase date
Bond purchase
Bond
Bond
1. A dealer sells a bond outright in the cash market. He does not own that bond
and is said to have gone short of the bond. At some point in the future, the
dealer will have to buy the bond back from the cash market. However, that will
be too late to be able to deliver the bond to the cash market to settle his initial
sale. Therefore, between selling the bond and eventually buying it back, the dealer
must borrow the bond. He will profit from a fall in its price during this interval.
2. In order to borrow the bond, the dealer uses the cash proceeds of the outright
sale in the cash market to buy the bond through a reverse repo (although the
dealer is legally buying the bond from the repo market, it is only borrowing it
in an economic sense, as it commits to sell the bond back to the repo market at
a fixed repurchase price).
3. When the reverse repo reaches its repurchase date, the dealer will buy the bond
outright from the cash market in order to sell it back to his repo counterparty.
The outright purchase is funded using the repurchase price received on the
reverse repo. If the dealer succeeds in buying the bond outright from the cash
market (and it is not always certain that it can), it will be able to fulfill all its
delivery commitments and will cease to be short of the bond.
17
Trading strategies
financed or covered
by repo
Given that repo is used to finance long positions in securities and to cover short
positions, it is a key component of securities trading strategies. Many strategies are
non-directional, in that their profit or loss depends, not on a general shift upwards
or downwards in the yield curve (and the consequent opposite movements in bond
prices), but on a relative widening or narrowing of the spread between the yields on
two similar securities, or between a security and a derivative.
YTM
In yield curve trades (in which the yield curve is expected to steepen or flatten), a long
position is taken in bonds in which the yield is expected to fall, and an off-setting
short position in bonds from the same issuer, but with a different maturity, in which
the yield is expected to rise: repo is used to finance the long position and a reverse
repo used to cover the short position.
Term to maturity
Relative value trades are similar to yield curve trades, but are put on, not because
the slope of the yield curve is expected to change, but because two bonds from the
same issuer, but with different maturities, are trading away from the yield curve
(at yields higher or lower than bonds of comparable maturity) and are expected
to move back into line.
A long position is taken in the bond that is trading at a yield higher than comparables
and is financed with repo. As this bond has a higher yield, it will also have a lower
price, and is said to be cheap compared to the rest of the market. An offsetting
short position is taken in the bond that is trading at a yield lower than comparables
and is covered with reverse repo.
18
As this bond has a lower yield, it will also have a higher price, and is said to be
expensive, rich or dear compared to the rest of the market.
YTM
Term to maturity
Carry trades
In carry trades, repo will be used to provide short-term financing for reinvestment
in longer-term bonds (not necessarily in the same currency), in expectation of little or
no change in the slope of the yield curve. The dealer will earn the spread between
the bond yield and repo rate, provided the yield curve does not flatten too much.
YTM
carry
repo
Term to maturity
Spread trades
In spread trades, a short position in a bond from an issuer is offset by a long position
in a bond from another issuer but of the same maturity, in expectation that the spread
between their yields will widen or narrow, because of changes in credit and/or
liquidity premiums. Spread trades are also undertaken between bonds and derivatives.
19
overnight, tom/next or open repo, and sell an interest rate swap (pay fixed) of the
same maturity. If the spread between the bond and swap curves widens relative to
each other, one can sell off the bond at a lower yield/higher price, not roll-over the
repo, and re-hedge the swap by buying a matching swap at a higher swap rate (i.e.
receiving fixed on the new swap at the higher rate and continuing to pay fixed on
the old swap at the lower rate).
A special type of cash-derivative spread trade can be initiated between cash
government bonds and bond futures. This is called a basis trade.
Example: a long position is taken in a government bond and a simultaneous short
position is taken in a futures contract on the bond. The long bond position is financed
in the repo market until the futures delivery date. If the cost of buying the bond,
and financing it in the repo market until the futures delivery date, is less than the
payment due from the clearing house of the futures market upon delivery of the
bond, then the three transactions will produce a certain, and therefore riskless,
profit. This basis trade will be known as a cash and carry arbitrage.
However, it is also possible to take risk with basis trades. In this case, it is expected
(but it is not certain) that, before the futures delivery date, it will be possible to
close out the bond and futures positions at a profit (the repo will also have to
be terminated). In the above example, having bought the cash bond and sold
the futures contract, a profit will depend on the bond becoming relatively more
expensive to the futures contract (which could mean the bond becoming more
expensive, the future becoming cheaper, or both).
Securities dealers
20
This category most obviously includes hedge funds and other alternative investment
companies. Like many securities firms, these institutions are relatively thinly
capitalised and highly leveraged. The risk of lending to such institutions places
tight limits on the quantity of unsecured credit that banks are willing to extend, as
well as raising the cost of that credit. The collateralised nature of repo mitigates
that risk and provides relatively cheap and plentiful leverage.
Prime brokers
Much of the borrowing in the repo market by securities firms is done indirectly on
behalf of hedge funds by the prime brokerage units of these firms, which also provide
securities lending, as well as services such as trade execution, risk management
and clearing.
Repo conduits
These are Special Purpose Vehicles (SPVs), which are independent companies
similar to trusts, set up to do reverse repo with securities firms. They finance
themselves by issuing Asset-Backed Commercial Paper (ABCP) that is secured
on the collateral received through their reverse repos. The collateral taken by repo
conduits is typically illiquid and difficult to repo out into the main repo market.
As explained earlier, repo offers lenders reduced credit and liquidity risks, and
lower capital charges, and is therefore an ideal tool for cash investors with limited
risk tolerance, including money market mutual funds and agent lenders in the
securities lending markets.
Central banks
The primary role of a central bank is to manage the cost and quantity of credit in
an economy, in order to control economic growth and the rate of inflation. To do
this, most central banks intervene in the money markets (open market operations)
in order to influence very short-term interest rates. Repo has become the preferred
tool of central bank intervention around the world, because of the size of the repo
market, its role in funding other financial markets and the fact that repo reduces
credit risk being taken with public funds.
In normal market conditions, central bank repos are relatively small in scale when
compared with the repo market between commercial institutions, but exert enormous
influence given their impact on interest rate expectations.
21
Most central bank repo operations take place periodically at set times of the day,
or week, using an auction mechanism, but the precise format differs between
central banks, reflecting the different market practices in each country. In addition
to official open market operations, central banks often use the repo market
to commercially invest official foreign exchange reserves, typically against
conservative collateral.
Central banks have responded to the recent severe shortages of liquidity in the
financial markets by:
widening the range of collateral that they are willing to buy through repos;
extending the time for which they are willing to lend;
intervening more frequently than normal; and
increasing the scale of their lending.
Although the seller in a repo is supposed to give full legal ownership of collateral
to the buyer for the term of the repo, the seller does not transfer the risk and return
on the assets. In other words, although the buyer is the owner of the collateral, if
the value of the collateral falls during the term of the repo, the seller suffers the loss.
This paradox (owning but not taking the risk and return on an asset) arises because
the seller is committed to repurchase the collateral on the repurchase date at a
repurchase price fixed at the start of the transaction and equal to the purchase price
plus a return on the use of the buyers cash. The fixed repurchase price means that,
if the cash market value of collateral, less any initial margin/haircut, falls below the
purchase price during the term of a repo, the seller has to repurchase at a loss, and
vice versa.
As the seller bears the risk on the collateral used in a repo, the seller should receive
the return on the collateral in compensation:
22
In the case of the accrued interest on a coupon-bearing bond being used as collateral,
this happens automatically. The seller commits to repurchase the bond at a
fixed repurchase price, which does not take into account the accrual of coupon
interest on the bond after the purchase date. So, the seller repurchases the
income accrued during the repo for no extra cost. In effect, the additional
accrued interest is paid to the seller automatically.
The fact that the risk and return on collateral in a repo remains with the seller is
what makes repo a financing tool. It allows a dealer to buy an asset in the cash
market in order to take a risk (in the hope of making a return) and simultaneously
use the asset as collateral in the repo market to secure the money needed to pay for
the asset. It would be self-defeating if use of the asset as collateral also transferred
its risk and return to the buyer.
23
24
Managing repo
Collateral is key to hedging the credit exposure of the buyer in a repo. Therefore,
accurate valuation of collateral is critical. However, valuation can be challenging
for less-liquid securities, particularly non-government bonds. There are various
safeguards against uncertain valuation, as well as other risks, in the form of initial
margins or haircuts, and frequent margin maintenance. It is also important to
ensure secure custody of collateral. Instead of delivering collateral, which can be
expensive and operationally risky, it is possible to outsource its custody, and the
management of the repo, to a triparty agent. Another issue in managing repo is the
possibility of fails a seller failing to deliver collateral at the start of a repo or a
buyer failing to deliver at the end.
Valuation of collateral
25
for the risk. However, in all circumstances, it is prudent for buyers taking illiquid
collateral to protect themselves with measures such as:
Initial margin
The initial margin (also known as the haircut) is the difference between the cash
market value of the collateral and its purchase price in the repo market. It is a buffer
that protects the buyer against a fall in the value of the collateral between the time
of a default by the seller and the liquidation of the collateral by the buyer.
Example: Although a bond is valued at EUR 10 million in the cash market, a buyer
(or cash provider) may only be willing to pay (or lend) EUR 9.8 million for that
bond in the repo market. Of course, while the initial margin/haircut protects the
buyer, it represents an unsecured credit exposure to the seller, who will typically
incur regulatory capital charges on that exposure.
However, there are recognised benchmarks for initial margins/haircuts (e.g. 2% for
eurozone government bonds in the European market and 5% or more for equities).
Also, the greater use of non-government collateral has encouraged a more rigorous
approach to setting initial margins and haircuts based on statistical measures of volatility.
In a repurchase agreement, which is a single legal contract, the initial margin/
haircut on the purchase price automatically cancels out any margin/haircut on
the repurchase price and does not therefore affect the value of the repurchase
agreement as a whole. However, in the case of an undocumented buy/sell-back,
which is two separate legal contracts, the same is not true you just end up with
two badly valued transactions. Initial margins/haircuts are, therefore, not legally
prudent in the case of traditional buy/sell-backs (they are nevertheless widely used
in practice).
26
Margin maintenance
This is a mechanism to maintain the initial relative value of the cash and collateral
throughout the term of a repurchase agreement. If the market value of the collateral,
less any initial margin/haircut, falls materially below the value of the cash (which
is equal to the purchase price plus repo interest accrued since the purchase date),
the buyer may make a margin call on the seller to restore the previous balance by
providing more collateral or returning some cash. On the other hand, if the market
value of the collateral rises materially above the value of the cash, the seller can
make a margin call on the buyer. This means that the buyer may need to release
some collateral or extend more cash.
It is typically up to the receiver of a margin call to decide how to answer the call.
However, in practice, most margins take the form of additional collateral transfers
rather than cash payments.
Margin maintenance involves the regular and frequent revaluation (marking to
market) of collateral. Dealers would normally be expected to do this daily. The task
obviously becomes more difficult with less liquid collateral.
Marking to market and the management of any consequent margin calls imposes a
considerable operational burden on institutions. The burden of marking to market,
particularly baskets of collateral and less liquid collateral, can be outsourced to a
triparty collateral management agent.
The number and size of margin calls can be reduced by:
netting the margin calls on individual repurchase agreements with the same
imposing a margin threshold on net margin calls. This means not making a
call unless the credit exposure, and therefore net margin required on all repo
transactions with the same counterparty under the same legal agreement,
exceeds a fixed level.
27
Rights of substitution
of collateral
It is possible for the buyer in a repo to give the seller, at the point of trade, one or
several options to call upon the buyer, at anytime during the term of the repo, to
return securities the buyer is holding as collateral and accept substitute securities
of at least equal quality and value. Such rights of substitution give sellers (who
are typically securities dealers) flexibility in managing their securities trading
portfolios.
Example: If a dealer suddenly wishes to sell off a bond that is out on repo, provided
that he secured a right of substitution when negotiating the transaction, he can retrieve
the bond from the repo buyer and substitute another. Without rights of substitution,
he would be obliged to wait until the repurchase date to retrieve the bond.
The substitute collateral offered by the seller must be acceptable to the buyer.
The buyer must be reasonable in applying this restriction, but it may be prudent to
avoid disputes by agreeing what securities are deemed acceptable substitutes in the
agreement negotiated before the repo transaction starts.
Rights of substitution are very important in some jurisdictions, as this may be
a pre-requisite to allow the parties to benefit from preferential balance sheet
treatment of repo transactions (e.g. regulation FIN 41 in the United States).
28
Income payments
on collateral and
manufactured
payments
Because the seller continues to bear the risk on collateral sold in a repo, the seller
should receive the return on the collateral in compensation. However, when a
coupon on a bond, or a dividend on an equity, is paid during the term of a repo, it
is actually delivered to the buyer (because the buyer is the legal owner at the time).
The problem is resolved by requiring the buyer to make an equivalent payment
to the seller under a contractual obligation in the repo agreement. The equivalent
payment is made, either immediately (in the case of a repurchase agreement), or
deferred until the repurchase date (in the case of a buy/sell-back). This payment is
known in the UK market as a manufactured payment or manufactured dividend.
If a coupon or dividend is paid on the collateral of an undocumented buy/sell-back,
the manufactured payment cannot be made immediately (because the two legs of
an undocumented buy/sell-back are separate contracts, the counterparties can only
make payments or transfers on the purchase date or repurchase date). In this case,
the buyer is supposed to retain the manufactured payment and reinvest it on behalf
of the seller. The manufactured payment plus the reinvestment income is then
deducted from the repurchase price, which the seller is due to make to the buyer
on the repurchase date. However, agreement on a fair reinvestment rate can be a
problem and dissuades most dealers from using, as collateral, securities that would
pay a coupon or dividend during the term of an undocumented buy/sell-back.
Operational control
of collateral
29
Hold-In-Custody repo
Although the buyer acquires legal ownership of the collateral, the seller retains
operational control in a HIC repo. Because there is no operational movement of
collateral, HIC repos are cheaper to settle, which makes them especially useful for
baskets of collateral, or collateral that is difficult to transfer, and offer a higher repo
rate to the buyer. However, the buyer is subject to the risk of double dipping
the possibility that the seller may fraudulently use the collateral for more than one
repo. Double dipping was a serious problem in the US market in the 1980s.
Delivery repo
In a delivery repo, collateral moves from the securities account of the seller into
the securities account of the buyer, across the settlement system for that security,
and comes under the buyers direct operational control during the term of the repo.
Delivery repo provides the greatest security to the buyer, but is a more expensive
process than HIC repo, as it incurs a settlement fee on each issue.
Triparty repo
A triparty repo makes use of the fact that securities that can be used as collateral
in repo may already be held on behalf of the buyer and seller by a common
custodian. In a triparty repo, the custodian executes an internal transfer of collateral
between the securities accounts of the two parties, and a counter payment between
their cash accounts. Triparty repo therefore offers both the safety of delivery repo
(since operational as well as legal control is transferred to the buyer) and the cost
effectiveness of HIC repo (since collateral moves within the custodian rather than
across settlement systems). It originated as an alternative to HIC repo following the
double-dipping scandals in the United States. However, in Europe, its driving force
is the operational convenience to repo counterparties. Triparty repo is covered in
more details on page 33 Managing repo using triparty.
If a seller fails to deliver collateral on the purchase date, or the buyer fails to return
collateral on the repurchase date, the consequences may be prescribed by regulation
or by contract between the parties. In some countries, usually where the collateral
is domestic government bonds, the law can prohibit failure to deliver collateral
and impose penalties. In the international market, the terms of the Global Master
Repurchase Agreement (GMRA) usually apply. Under the latest version of the
GMRA, unless the parties agree otherwise, a failure by either party to deliver
collateral is not an event of default. Alternative remedies are supplied:
30
Operational risk
management
If the seller fails to deliver collateral on the purchase date, the buyer is not
obliged to deliver the cash or, if the buyer has already done so, it can call for
the return of the cash (failure by the seller to pay back the cash would be an
event of default). However, although the seller does not have use of the cash, it
continues to have an obligation to pay interest on the cash for the entire original
term of the repo. Even if the seller delivers the collateral after the purchase date
and therefore receives cash late, the seller will have to pay the same interest
as if it had received the cash for the whole term. This interest is a penalty that
should encourage sellers to remedy a failure to deliver collateral as soon as possible.
If a buyer fails to return collateral on the repurchase date, under the so-called
mini close-out provisions of the GMRA, the seller can terminate the failed
contract (but no other contracts) and charge the buyer the net cost of the
termination, if this is greater than the cash value the seller is holding (i.e. the
repurchase price). This procedure is different from the buy-in provisions that
apply to the cash market in securities, in which a party that has not received
securities that it has bought outright can find an alternative seller and charge
any extra cost of purchase to the failed seller. In a mini close-out in the repo
market, the seller gets back cash. In a buy-in in the cash market, it can get
securities. Failure to settle a mini close-out is an event of default.
All the elements described earlier in this chapter represent different forms of
operational risk. As a result, both parties need to rely on expert operational and
efficiently scalable technical capabilities to mitigate these operational risks.
The timely settlement of collateral movements and margin calls, as well as the
timely detection and processing of corporate events, are essential in retaining the
economic benefits of a repo.
Managing operational risk is therefore key for any firm active in repos. Some may
rely on their own internal operational capabilities and manage the related risks
themsleves, while others outsource this responsibility to a triparty agent.
31
32
The role of a
triparty agent
In a triparty repo, the two parties delegate the management of the collateral. This
includes the selection and the automatic execution of collateral transfers, to a
neutral agent, which ensures appropriate collateralisation of exposures by daily
marking the value of the collateral to the market throughout the life cycle of the
transaction. The agent acts as a common custodian for the collateral held on behalf
of both parties.
It is however important to keep in mind that buyers receiving collateral in a triparty
repo benefit from the same level of asset protection as if they were receiving the
collateral bilaterally, as the triparty agent is not a principal in the transaction.
The outsourcing solution supplements the underlying bilateral agreement and
does not affect the transfer of ownership of the assets received as collateral. In a
default, there is no difference in the treatment of collateral received bilaterally or
in triparty. Buyers will benefit from the asset protection offered by the custodian
holding the collateral and will have unrestricted access to the assets.
In addition to triparty repo, agents, including Euroclear Bank, offer triparty
collateral management services for other collateralised transactions, such as:
33
The versatility of the triparty model allows firms to manage their collateralised
exposures at firm level across many businesses and exposure types. This results in
a greater optimisation of available collateral.
Another significant development of triparty is linked to the management of central
bank liquidity. Because of its operational efficiency, robustness and scalability,
a growing number of central banks are turning to triparty for the management
of collateral received in open-market operations, as well as emergency liquidity
schemes. This opens the way for a greater interaction between the interbank market
and central bank credit, with greater liquidity in the market as a result.
Setting up triparty
repo arrangements
Bilateral agreements, such as a GMRA, must first be in place before both parties
negotiate a triparty service agreement with the triparty agent of their choice.
The buyer will also set up dedicated securities accounts (in addition to its existing
securities and cash accounts) to separate the collateral purchased through triparty repos.
Before entering into the transaction, each party also has to decide:
credit rating;
market;
type of security; and
country.
traded below LIBOR, while a profile accepting lower-rated securities, such as BBB
emerging-market securities, may be traded at a substantial spread over LIBOR.
34
Initiating a
triparty repo
Once a triparty repo has been struck (typically over the phone), the counterparties
notify the triparty agent of the specifications of the transactions (e.g. deal
size, maturity and rate) and the collateral profile (or basket) to be used. If the
instructions can be validated and matched by the agent, collateral is selected by
the agent from the sellers account using a standard algorithm and subject to the
eligibility criteria of the profile selected. The agent then initiates the movement
of cash and collateral between the accounts of the counterparties, on the basis of
delivery versus payment, and reports settlement results to both parties.
Triparty online reporting tools (such as Euroclear Banks web-based application TriWeb) allow
both parties to closely control and monitor outstanding transactions throughout the complete
life cycle of the triparty repo. Data is regularly updated throughout the day, giving full
transparency and the level of detail required by both the buyer and the seller. Those players
using TriWeb can also take advantage of its trading simulation tool in order to optimise
business opportunities.
Collateral
management by
the triparty agent
Should the value of the collateral fall below the exposure, the agent will automatically
trigger a margin call and transfer additional collateral from the account of the seller
to the buyer to cover the shortfall.
The main European triparty agents, including Euroclear bank, also offer unlimited
rights of substitution to their clients during the life cycle of the repo.
Moreover, when a coupon on a bond or a dividend on an equity is paid during the
term of the repo, the triparty agent will automatically transfer an equivalent amount
from the buyer to the seller.
Increasingly, triparty agents offer dynamic management of collateral through a process
called optimisation. This involves the continuous re-evaluation of the securities
available to sellers for use as collateral (e.g. through new purchases), and the
automatic substitution of collateral, to release the best collateral back to the seller
by using the full range of eligibility specified by buyers.
Some triparty agents also allow buyers to re-use their collateral in a subsequent
triparty deal. In other words, triparty clients are able to use collateral bought
through one triparty repo (or another type of triparty transaction) in another triparty
repo (or another type of triparty transaction), with no impact on the relationship
between the original counterparties.
35
Example: Euroclear Bank has modified AutoSelect, its collateral allocation tools, to
allow for re-use of collateral while keeping all key features characterising a triparty
environment unchanged, including the substitution capability for the collateral
giver.
The emergence of
basket trading in
triparty
CCP
Triparty
Triparty
Figure 14
This product makes triparty repo akin to a deposit in terms of ease of dealing,
while bringing all the benefits of secured transactions.
36
Triparty repo originated in the United States in the 1980s as a solution to the
problems of double-dipping that arose with HIC repo. It was introduced to
Europe in 1992. However, the two markets remain very different. In the United
States, the bulk of repo is settled by triparty agents, whereas less than one-eighth
of repo in Europe is triparty.
In both the United States and Europe, triparty repo has been used to outsource the
management of collateral in which triparty agents can offer economies of scale to
their users. However, in the US market, the collateral that is seen as benefiting the
most from the economies of scale offered by triparty agents has been government
and federal agency securities; whereas in Europe, it has been difficult-to-manage
collateral such as ABS and corporate bonds (both markets use triparty repo for equity).
The reason seems to be that the very narrow margin earned by dealers on repos
of US government and federal agency securities has encouraged them to cut
settlement costs by outsourcing to triparty agents. In Europe, on the other hand, the
heavy overheads involved in repoing non-government securities which are more
difficult to value and expensive to transfer has encouraged dealers to use triparty
for those products.
Another major difference between the United States and Europe comes from the
operating model used by triparty agents for term repo transactions. In the United
States, term repo transactions are, in effect, transformed into a series of overnight
transactions. Transactions are unwound daily, returning the collateral to the seller
and the cash to the buyer. This process enables the seller to use his securities for
settlement purposes and to substitute other eligible collateral. As a result of the
unwind, the buyer is secured with cash intra-day. Triparty agents offer such intraday financing to sellers and ensure the related exposure is properly collateralised by
the seller. In Europe, triparty agents, such as Euroclear Bank, have developed their
platform in such a way that collateral substitution can occur throughout the life cycle
of the transaction, therefore there is no requirement to unwind transactions daily.
37
38
Credit repo
ABS
R/CMBS
Government
bond repo
CDO/CLO/CLN
Sovereign
Commodity
Emerging
market
Covered
Supra
Corporate
Equity
Whole loan
Credit repo
1) Covered bonds are a type of asset-backed security in which the assets (mortgages or loans to the
public sector) are secured by a special body of public law, rather than contract law. The assets also
remain on the balance sheet of the issuer, rather than being sold off balance sheet to an SPV, but
are legally ring-fenced in the event of the issuers insolvency. This should make them more secure
than off-balance sheet asset-backed securities.
39
Covered bonds, MBSs, ABSs and structured credit securities can serve as good
collateral, if they are secured against high-quality underlying assets. This is
usually assumed to be the case for covered bonds, given the special legal security
underpinning these bonds. However, liquidity can still be an issue because of the
buy-and-hold nature of many investors in these securities and the generally small
issue size. Attempts have been made to address these problems with the invention
of Jumbo Pfandbrief.
European ABSs can be problematic as collateral because of their illiquidity, their
often specialised underlying assets, and the consequently small size of many ABS
issues. These problems can be compounded by the complexity of their structures
(e.g. the prepayment options embedded in the securities). This makes it difficult
to value some ABSs. Attempts are being made to improve liquidity by pooling
the prices quoted by market-makers in ABSs and prices derived from theoretical
models developed by specialised firms.
Structured credit securities such as CDOs have suffered a drastic reappraisal of
their credit quality following the onset of the US sub-prime mortgage crisis in
2007, as investors worried about the complexity of structures and the potential for
further hidden risks.
Unsecured corporate bonds vary widely in credit quality and liquidity. In many
cases (e.g. US automotive companies), good liquidity has been marred by poor
credit ratings, thereby complicating their use as collateral.
Equity repo
40
Liquidity is restricted by the fact that equities are traded in much smaller
amounts than fixed-income securities.
Equities are subject to corporate events, in which the nature and value of
the security may suddenly change (e.g. rights issues, stock splits, non-cash
payments of dividends).
Equities also carry voting rights, which means that equity repos have
implications for the ability of the seller to exercise its corporate governance
rights and obligations.
In contrast to many bond markets, equities pay income net of withholding tax.
Standard repo agreements require manufactured payments to be made gross,
regardless of whether or not the corresponding payment to the buyer has been
made gross.
Equity repo is largely in securities included in the main equity indices. These
benefit from a broad base of investors as well as the price transparency of stock
exchanges and electronic trading systems. Baskets comprising the main equity
market indices are also widely traded, reflecting the composition of underlying
trading in equity derivatives.
Special annexes are used to adapt standard repo agreements to deal with
equity corporate events, by defining equivalent securities after there has
been a corporate event on the collateral. They also make provisions for net
manufactured payments, although (in contrast to securities lending agreements)
the default provision is to substitute the collateral or terminate the transaction
before the tax event.
The complexity and expense of using equity as collateral means that virtually all
equity repo is done through triparty arrangements.
Emerging market
repo
41
Of course, as well as the risks, emerging markets offer the potential rewards of a
new frontier. Specifically, the main drivers behind emerging market trading in all
instruments are:
Although transacted in smaller sizes than government bond repo, normal deal size
in emerging market repo is larger than other types of credit repo.
Synthetic repo
Many equity and emerging market positions are financed or covered using synthetic structures
rather than conventional repos. A synthetic repo involves the outright sale of a security with
no repurchase. Instead, a derivative, such as a total return swap, is used to transfer the
risk and return on the equity back to the seller. Thus, the legal ownership of the security is
transferred to the buyer in the outright sale, but its risk and return remains with the seller by
means of the derivative. This is the same effect as a conventional repo.
In a synthetic repo, there is a gentlemans agreement between the counterparties
under which the seller agrees to repurchase the security from the buyer at the end of the
transaction. As the seller is not legally obliged to do so, this transaction is not part of the
synthetic repo contract.
The main purpose of a synthetic repo is to reduce the impact of the transaction on the
balance sheet of the seller. In a conventional repo, because the seller commits to repurchase
the collateral at a fixed price, and thereby retains the risk and return on the collateral, the
collateral remains on its balance sheet. As it also receives cash, the size of its balance sheet
increases (see the box on Accounting for Repo on page 45). In a synthetic repo, because the
seller makes an outright sale of the collateral (and the gentlemans agreement to repurchase
has no legal standing), the collateral leaves its balance sheet, so offsetting the receipt of cash.
42
Collateralisation reduces the credit risk on repo, which in turn can reduce the
capital charge that regulators impose on lending cash. However, collateral has
operational and legal risks, which means that, notwithstanding the comfort given
by collateral, the primary concern in a repo should always be the creditworthiness
of the counterparty. This is one of the lessons of the current market crisis.
One of the primary benefits of repo is the use of collateral to reduce credit
risk for the buyer, who is lending cash to the seller. However, the usefulness
of repo derives not just from the use of collateral. Repo is said to offer a
double indemnity to the buyer. This means that the buyer can rely on both
the counterparty and the collateral. If the seller defaults, the buyer can liquidate
the collateral in order to recover its cash. On the other hand, if the issuer of the
collateral defaults, the buyer can secure fresh collateral from the seller by making
a margin call. Both events of default are possible, but are unlikely to occur at the
same time, provided the issuer of the collateral and the counterparty are sufficiently
independent entities and their credit risks have a low correlation. Where the credit
risks on the collateral issuer and the repo counterparty are relatively uncorrelated,
the buyer will have materially diversified its overall credit risk.
However, it is important to understand that the contributions of collateral and
counterparty to the diversification of credit risk are not symmetrical. If faced with
a choice between a combination of good quality collateral and a poor quality seller
on the one hand, versus a combination of poor quality collateral and a good quality
seller on the other, buyers should not be indifferent. The former combination is
generally thought unwise, whereas the latter is not.
The reason for this asymmetry is that, if the issuer of collateral defaults, the buyer
can make a margin call on the seller, which is a generally straightforward process.
However, if the seller defaults and the buyer decides to sell off the collateral, the
buyer may experience delays and/or difficulties. Liquidation could be delayed by
the need to refer the decision to senior management and/or to serve a default notice
on the seller. Depending on market conditions, collateral may be illiquid, or may
be held in such quantities as to require time to sell. The buyers right to collateral
may be challenged in the courts by the defaulting seller, in which case, the repo
legal agreement would no longer be subject to the governing law of the contract:
an obstructive insolvency regime may apply instead. The default could occur in
the midst of a general market crisis (indeed, this could be the cause of the default
itself). In this case, the buyer may find that the cash generated by liquidating the
collateral is less than expected, due to delays in selling or, in the worst case, the
collateral is lost altogether.
43
It can be seen that, while collateral mitigates credit risk, it has operational and legal
risks. As the collateral may turn out to be worth less than expected, it is clear that
undue reliance should not be placed on collateral. Collateral should be treated like
insurance, and it should be recognised that the primary credit risk in a repo is on
the seller.
For this reason, it is usually acceptable to take poor quality collateral from a good
quality seller, but not to try to compensate for a poor quality seller by taking good
quality collateral (although this sounds sensible, collateral quality should not be
allowed to drive the decision to transact).
Regulatory risk
capital charges
44
Balance sheets and other financial accounts are intended to show the financial condition of
an institution, not the way its transactions are legally structured. This accounting objective is
often stated as economic substance over legal form. The economic substance of a repo is
that the risk and return on the collateral remains with the seller (the legal form is that title to
the collateral passes to the buyer). Therefore, in virtually all accounting regimes, the collateral
stays on the sellers balance sheet and the only movement shown is the payment of cash.
Consider the following simplified balance sheets set out in accordance with international
accounting standards.
Seller
Assets
Fixed
Investments
Other current
Cash
Buyer
Liabilities
90.0
20.0
80.0
10.0
200.0
Current
Retained earnings
Share capital
Assets
90.0
80.0
30.0
Fixed
Investments
Other current
Cash
200.0
Liabilities
200.0
50.0
10.0
40.0
300.0
Current
100.0
Retained earnings 120.0
Share capital
80.0
300.0
Assume party A sells 10 million worth of securities to party B in a repo with no initial margin.
Under international accounting standards, on the Purchase Date, the securities are deducted
from the investments of A and transferred to a new asset in As balance sheet called collateral.
The Purchase Price received from B increases the cash assets of A and is balanced by a
new liability on A called collateralised borrowing. On Bs balance sheet, there is no sign
of the collateral securities. All that happens is that 10 million is transferred from Bs cash
assets to other current assets. This is Bs claim on A. Note that As balance sheet expands,
demonstrating that it has borrowed, but Bs balance sheet does not change in size.
Seller
Assets
Fixed
Investments
Other current
Cash
Collateral
Buyer
Liabilities
90.0
10.0
80.0
20.0
10.0
210.0
Current
Retained earnings
Share capital
Collat. borrowing
Assets
90.0
80.0
30.0
10.0
Fixed
Investments
Other current
Cash
210.0
Liabilities
200.0
50.0
20.0
30.0
Current
100.0
Retained earnings 120.0
Share capital
80.0
300.0
300.0
On the repurchase date, A repurchases collateral from B and pays the repurchase price.
Assume this is 10.1 million.
Seller
Assets
Fixed
Investments
Other current
Cash
Buyer
Liabilities
90.0
20.0
80.0
9.9
199.9
Current
Retained earnings
Share capital
Assets
90.0
79.9
30.0
199.9
Fixed
Investments
Other current
Cash
Liabilities
200.0
50.0
10.0
40.1
300.1
Current
100.0
Retained earnings 120.1
Share capital
80.0
300.1
On As balance sheet, the collateral item is extinguished and 10 million of securities are returned
to As investments. As cash assets are reduced by the amount of the repurchase price.
On the liabilities side of its balance sheet, the net reduction in As assets of 10.1 million is
matched by a reduction in retained earnings of 0.1 million. On Bs balance sheet, cash assets
increase by 10.1 million and other current assets are reduced by 10 million (showing that B
has recovered its investment of 10 million and earned a return of 0.1 million). On the liabilities
side of Bs balance sheet, the return earned on the reverse repo increases retained earnings
by 0.1 million. As balance sheet has been reduced and Bs has been increased by 0.1 million,
showing A has paid a return to B for the use of the latters cash.
45
The primary risks targeted by regulators are credit risk and market risk. Regulatory
capital requirements on repos for market risk arise only if interest rate positions
are taken with mismatched or forward-start repos, or if currency risk is taken with
cross-currency repos (where the cash and collateral are denominated in different
currencies). The market risk on collateral itself is not attributed to the repo, because
it will have incurred its own capital requirement for market risk, as soon as it
has been purchased in the cash market. Regulatory capital requirements on repo
therefore tend to reflect only the credit risk on the securities used as collateral.
Securities lending is viewed by regulators as comparable to repo and is included in
the same capital adequacy framework.
The regulatory capital regimes in most markets are subject to international
agreements between regulators aimed at preventing regulatory arbitrage by
imposing common minimum regulatory risk capital requirements on financial
institutions under their supervision. The first international capital agreement,
which came into full effect in 1988, was the Basel Accord between developed
country supervisors (now known as Basel I). It applied to credit institutions and
securities firms that were internationally active. Originally, this agreement was
focused largely on credit risk, but a Market Risk Amendment was added in 1996,
which also introduced the concept of firms calculating their regulatory risk capital
requirements using their own risk models. From 2007, Basel I is being replaced by
what is widely known as Basel II.
Between the introduction of Basel I and Basel II, regulators started to differentiate
the business of banks and securities firms on the basis of the degree of credit risk
in their activities. Deposits, loans, long-term holdings of securities and foreign
exchange (all of which introduce sizeable, longer-term credit risk onto the balance
sheet) were collected into the so-called banking book, while short-term trading
securities and derivatives (which create partial or transitory credit risk) formed the
trading book.
Repos of securities held in the banking book were subject to the treatment originally
laid out in Basel I. A different approach was applied to repos of securities held
within the trading book (although individual regulators have been allowed to insist
that institutions under their jurisdiction use only the banking book approach for
reverse repos). Use of the trading book approach for reverse repo also requires
netting in the event of default, frequent marking to market of collateral and
margin maintenance to eliminate material exposures, although these conditions
do not apply if the reverse repo is inter-professional (this exemption allowed
undocumented buy/sell-backs to survive).
In the European Economic Area (EEA), the Basel Accords have been implemented
through various EU Directives, which were translated into national legislation
by the Member States. Basel I was implemented in the EU under the Capital
Adequacy Directive (CAD) for investment firms and under a number of directives
culminating in the Banking Consolidation Directive (BSD) for credit institutions.
The EU Directive that implemented Basel II is the Capital Requirements Directive,
which came into effect in 2007.
46
Basel I
The treatment of repo by Basel I was cursory and fairly crude. For repo, it used
the risk weight on the collateral to determine capital requirements. For reverse
repo, it substituted the risk weight on the repo counterparty with the risk weight
on the collateral, if this was better quality. However, Basel I recognised only a
limited range of collateral (cash, OECD government bonds, and bonds issued by
multilateral development banks). There were also a limited number of risk weights,
defined in terms of whether an institution was public or private, and whether or
not it was headquartered in the OECD (e.g. public institutions in the OECD were
assigned a risk weight of 0%, OECD banks 20% and most other institutions 100%).
The overall ratio applied to the sum of risk-weighted assets (the Basel Ratio) was
a minimum of 8%.
Example: A bank doing a reverse repo with an OECD-based bank (20% risk
weight) holding collateral worth EUR 19 million, but owed cash of EUR 20
million, would be subject to a capital requirement of at least EUR 16,000:
Basel II
The rapid evolution of the financial markets since the 1980s, and a decline in
the overall amount of capital held by financial institutions, led to a fundamental
revision of Basel I. The product of that revision, Basel II, seeks to provide a more
sophisticated regulatory regime that aligns capital requirements more closely with
the risk profile of institutions. Risk capital requirements are now only one of three
so-called regulatory pillars. The others are Supervision and Disclosure.
The regulatory risk capital requirements for market risk under Basel II are the same
as those introduced under the 1996 Market Risk Amendment of Basel I. However,
Basel II focuses not just on credit and market risks, but also on operational risk.
Another key innovation is that Basel II offers a menu of approaches to calculating
regulatory risk capital requirements that is intended to encourage firms to improve
their risk management systems and procedures by offering progressively better
capital treatment under the more advanced approaches.
47
Simple Standardised;
Comprehensive Standardised;
Foundation Internal Ratings-Based (IRB); and
Advanced Internal Ratings-Based (IRB).
of the OECD, but Singapore was 100%, since it was not. Under the Comprehensive
Standardised approach to Basel II, Turkey, which is rated BB-, has a 100% risk
weight, while Singapore, rated AAA, is 20%.
The Comprehensive Standardised approach also uses the concept of haircuts to
adjust the values of both exposures and collateral to take account of the volatility
of prices. A set of haircuts is prescribed by Basel II, but more sophisticated
institutions are allowed to calculate their own estimates of price volatility or use
Value at Risk (VaR) models.
The Standardised approaches place various floors under the capital charges for
repo, but offer numerous exemptions or carve-outs. For example, where the
counterparty is a core market participant, the collateral is 0%-weighted, and the
repo is correctly documented and margined daily, the capital charge can be reduced
to 0%.
The IRB approaches allow institutions to calculate the components of the risk weights.
Under the Foundation IRB approach, own calculations can be used to estimate the
component called the Probability of Default.
The Advanced IRB approach also allows the own calculation of components called
the Loss Given Default (this number is the one reduced by collateral) and
Exposure at Default, which is the number by which the risk weight is multiplied
to give the value of the risk-weighted asset (the capital charge is then 8% or more
of this number).
48
Term of repo
Value of collateral
Value of cash
Collateral
Counterparty
Currencies
1 week
10 million
10 million
Aa-/AA- 3-year sovereign issue
Aaa/AAA OECD bank
same
Basel I
49
50
Repo documentation
In the early days of the European repo market, counterparties drew up their own
contracts, but disagreements prompted efforts to produce standard agreements,
both for domestic and international repo transactions. The lead in the international
market was taken by what is now the International Capital Markets Association
(ICMA), through the committee that became the European Repo Council (ERC).
In 1992, the ICMA published the first version of the GMRA. This was done in
conjunction with the ICMAs US counterpart, the Securities Industry and Financial
Markets Association (SIFMA formerly called the PSA and then TBMA), whose
domestic Master Repurchase Agreement formed the basis of the first GMRA.
Copies of the GMRA are available on the ICMA website (www.icmagroup.org).
In 1995 and 2000, the GMRA was updated to take account of market developments
and incorporate improvements suggested by experience. Thus, the GMRA 1995
(the version updated in 1995) incorporated lessons learnt in the Barings crisis
of 1995, in particular, the need for more time to liquidate collateral located in
other time zones. The GMRA 2000 (the version updated in 2000) reflected the
experience of the Long-Term Capital Management (LTCM), Russian and Asian
crises of 1997-98, and the additional time needed to liquidate illiquid collateral
during a crisis.
The function of legal agreements is two-fold:
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To set out clearly the rights and obligations of the counterparties during the
life of the transaction (e.g. in respect of margin maintenance) and in the event
of a problem arising (e.g. failure to deliver collateral or a default by one of the
parties). By setting out clearly the intention of the counterparties, it is hoped
that courts will uphold the contract in disputes between the counterparties or
challenges from third parties.
The specific issues that a repo legal agreement is expected to address include the
following:
Annexes
The transfer to the buyer of absolute legal title to collateral, margins and
substitute collateral.
The definition of events of default, and the consequent rights and obligations
of the counterparties.
The obligation to fully close out and set off (net) opposing claims between
counterparties in the event of default.
The GMRA was designed for repurchase agreements between institutions dealing
for their own account (i.e. principals) using fixed-income collateral paying coupons
gross of withholding tax. In order to be able to use the agreement to document buy/
sell-backs, repos involving an agent (e.g. a fund manager dealing on behalf of a
client), or repos involving other securities, it is necessary to modify the standard
agreement by attaching annexes. Annexes have been published by the ICMA to
adapt the GMRA to:
52
buy/sell-backs;
repos between an agent and a principal;
repos of equity;
repos of money market securities; and
repos of net-paying securities.
In addition, because the GMRA is governed by English law, it has been necessary
to adapt it for use in other jurisdictions (e.g. Australia, Canada and Italy). Annexes
have also been published for:
Legal opinions
What happens if
a counterparty
defaults
A key chapter of the GMRA deals with default by one of the counterparties. A
standard set of events of default is listed in the GMRA. These include acts of
insolvency and failure to make cash payments. Failure to deliver collateral is not
a standard event of default but, under the GMRA 2000, the counterparties can
agree to make it one. In contrast to the ISDA Master Agreements, there are no
credit triggers or cross-default clauses (these legal provisions put a counterparty
into default if they suffer a credit ratings downgrade or are in default on another
master agreement): this is to avoid undermining an institution in difficulty by
automatically stopping their funding because of problems in a possibly unrelated
market. Counterparties can also add their own events of default to the standard list,
but this may create legal complications.
If an event of default occurs, and it is one of two particular acts of insolvency, the
party which has committed the act is automatically in default. If any other event of
default occurs, a default notice has to be served on the party which has committed
the act. Except if the event of default is a failure to perform other obligations (in
which case, there is a 30-day cure period), a notice places the counterparty on
which it is served in immediate default.
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market quotes;
the prices actually realised on the sale of collateral or other holdings of the
collateral asset; or
its own judgement of fair value in cases where quotes are not deemed to be
commercially reasonable.
In order to allow time to get market quotes or dealing prices, the deadline for
valuation is five business days after default. However, fair value can be fixed even
after this deadline in exceptional circumstances.
54
The origins of the European repo market are obscure. Repo and repo-like instruments
can be traced back to the 19th century in the United Kingdom and France; a buy/
sell-back market, with a large retail segment, was operating in Italy by the 1970s;
and US investment banks imported the repurchase agreement into Europe during
the 1980s to make up for the lack of securities lending markets in countries such
as Italy and to support trading in bund futures from 1988. However, take-off for
the European market came with the reform of the French market in 1994 and the
opening of a sterling repo market in the United Kingdom in 1996.
Since that time, the European repo market has grown at a dramatic pace, interrupted
occasionally by market crises, including the current credit crunch. Key drivers
have included regulatory capital pressure on unsecured lending, which has led
to its progressive substitution by repo, and the rapid growth of hedge funds and
proprietary trading in fixed income. The credit crunch is likely to accelerate the
substitution of unsecured lending by repo.
The sample of the European repo market surveyed by the ICMA every six months
since 2001 peaked at EUR 6,775 billion in June 2007 (in terms of outstanding
contracts). Given that the ICMA survey has been based on a sample of some 60-80
firms, albeit including the largest repo traders, the full size of the European market
is obviously somewhat larger than the survey number: it is also larger than the US market.
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
Jun 2001
Dec 2001
Jun 2002
Dec 2002
Jun 2003
Dec 2003
Jun 2004
Dec 2004
Jun 2005
Dec 2005
Jun 2006
Dec 2006
Jun 2007
Dec 2007
Jun 2008
Dec 2008
55
100%
90%
80%
70%
60%
50%
40%
30%
20%
Dec 2008
Dec 2007
Dec 2006
Dec 2005
Dec 2004
Dec 2003
Dec 2002
Dec 2001
10%
Electronic trading was introduced by MTS in 1990s, first into the Italian market
and then other European markets. The original electronic trading systems displayed
the identity of counterparties; some still do. Anonymous trading was introduced in
2000, when BrokerTec was linked to LCH.Clearnet Ltds central clearing product,
RepoClear.
The function of a CCP is to step into each trade, to become the buyer to every
seller and the seller to every buyer. It is therefore unnecessary for the original
counterparties to ever know each others identity, which allows anonymous trading.
This is important to dealers, as it hides their trading from other firms and reduces
the market impact of their transactions. The other benefit of a CCP is the automatic
multilateral netting of trades.
Example: If A repos a bond to B and B repos the same bond to C using a trading
system with a CCP, the CCP will step into the middle of the two trades, allowing
Bs trades to be set off and cancelled, and reducing its exposure to credit risk.
Without the CCP, Bs trades could not be set off and it would have to carry more risk.
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According to the ICMA survey, electronic repo trading reached a peak of over
28% of outstanding contracts in December 2008. Anonymous electronic trading
simultaneously reached almost 18%, boosted by the attraction of netting and risk
reduction in the current crisis. The ICMA figure does not include B2C electronic
trading between dealers and customers across systems like TradeWeb or the
proprietary sales systems used by a number of dealers.
A major innovation in the electronic trading of repo has been the concept of GC
financing, originally introduced by the DTCC in the US market. In contrast to
the other electronic systems, that trade specific bonds, GC financing systems use
triparty agents or collateral management systems to automatically select eligible
bonds from the sellers account. Eligible bonds are those included in an agreed list,
or basket, of acceptable collateral.
Electronic trading tends to be very short-term. Indeed, most electronic trades have
a term of one day. In contrast, transactions arranged by voice-brokers tend to be
longer-term or forward-forward, as these types of repo are more complex and risky,
and require negotiation.
90%
80%
70%
60%
50%
40%
30%
20%
10%
0
1D
1W
1M
3M
6M
+6M
fd-fd
Open
Figure 18 Maturity distributions of electronic and voice-broker repo in ICMA December 2008 survey
Figure 19 shows the maturity distribution of European repo market, as seen through
the ICMA survey. About two-thirds of transactions have a remaining maturity of
one month or less. However, that leaves reasonable volumes of business out to
one year and beyond. There is also a significant amount of open repo, although
this declined in 2008 as a result of the credit crisis (open repos cannot be netted,
whereas firms have been keen to maximise netting in order to reduce their risk
exposures).
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6.1%
4.5%
1.8%
5.6%
7.6%
18.9%
19.9%
17.2%
18.3%
The maturity of repo business has a seasonal pattern, with firms seeking to lock in
longer-term financing over the year-end holidays.
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
As one would expect in the European repo market, the most important currency
is EUR. Important roles are played by GBP and USD. Electronic trading is
concentrated in EUR, with smaller contributions from GBP and the CHF.
GBP 13.0%
USD 9.6%
Other 6.8%
EUR 70.6%
Figure 20 Currency distribution of ICMA December 2008 survey
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The large bulk of collateral traded in the European market is government bonds.
However, the importance of non-government or credit repos is understated by the
ICMA survey; much of this collateral is traded in the triparty sector of the repo market
and the share of government bonds has tended to decline over time although it
bounced back in the flight to quality which followed the collapse of Lehman in 2008.
The principal source of collateral is Germany, followed by the United Kingdom,
Italy and France. The use of collateral is still hampered by the fragmentation of
settlement systems in Europe, for which reason, repo markets, such as Spain, are
still largely domestically orientated.
etc 13.3%
DE 29.6%
BE 2.7%
ES 4.9%
FR 10.1%
IT 12.2%
Most repo contracts traded in Europe are fixed-term, but there is an important
floating-rate repo sector (over 10%). Most floating-rate repo is conducted in the
French market, but the product has become more popular in other European markets.
Copies of the ICMAs semi-annual European repo market surveys can be
downloaded from www.icmagroup.org.
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60
Annex 1 Glossary
Buyer
The party to a repo that purchases collateral on the purchase date and commits to
sell back equivalent collateral on the repurchase date or on demand, in the case of
open repo. The lender of cash.
Buy/sell-back
A type of repo (cf. repurchase agreement) that traditionally has not been
documented under a master agreement, in consequence of which, each leg of this
type of repo forms a separate contract. However, since 1995, it has been possible
to document buy/sell-backs. Whether documented or not, the counterparties to a
buy/sell-back do not undertake margin maintenance. Instead, in documented buy/
sell-backs, material differences between the value of the cash and collateral can
be eliminated by the early termination of the transaction, and the simultaneous
creation of a new contract for the remaining term to maturity, in which the purchase
price is realigned with the value of the collateral or vice versa (all other terms
of the transaction remaining the same). If coupons or dividends are paid on the
collateral during the term of a buy/sell-back, the buyer re-invests an equal amount
of money until the repurchase date, when the re-invested sum is paid to the seller
by deduction from the repurchase price due to be paid to the buyer.
Collateral
The assets sold in a repo. Legal and beneficial title to the collateral should be
transferred from the seller to the buyer for the term of the transaction. Typically,
collateral takes the form of fixed-income securities, usually government fixedincome securities. In the event of a default by the seller, the buyer should have the
right to liquidate the collateral in order to recover some or all of the cash owed by
the seller.
In a repo, the purchase price and the collateral are usually exchanged on a money
market value date, rather than on a capital market settlement date. However, where
one of the parties cannot manage this earlier settlement, the value date of the repo
may be deferred until the conventional capital market settlement date, which is
referred to as a corporate value date.
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Delivery repo
A repo in which the custody of the collateral moves from the seller to the buyer for
the term of the transaction (cf. hold-in-custody repo and triparty repo).
Equivalent
ERC
Floating-rate repo
Forward-start repo
A repo that starts on a forward date and ends on a later forward date.
Forward price
The traditional method of quoting buy/sell-backs (cf. repo rate). The forward rate
is the forward break-even price, quoted clean of accrued interest, of the collateral
on the repurchase date. It is equal to the repurchase price of the collateral minus the
accrued interest that will be outstanding on the collateral on the repurchase date,
quoted as a percentage of the nominal value of the collateral.
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Where the seller in a repo has some choice about precisely what piece of collateral
to deliver to the buyer. For example, the buyer may be willing to accept any of
a number of certain government bond issues: the precise issue is decided by the
seller. GC repos are driven by the need to borrow and/or lend cash, rather than the
identity of the collateral (cf. specials), and constitute a money market transaction.
GC repo rates are highly correlated with other money market rates.
A repo in which the seller retains custody of the collateral, even though legal and
beneficial title passes to the buyer. Used where there are practical difficulties or
heavy costs in moving collateral. HIC repo exposes buyers to the risk of doubledipping by the seller (i.e. the seller using the same piece of collateral for more
than one repo).
The excess of the value of collateral over the purchase price on the purchase
date of a repo. Initial margin is usually intended to protect the buyer against the
illiquidity of collateral and the credit risk on the seller. Very occasionally, initial
margins are used to protect the seller against credit risk on the buyer, in which
case, they measure the excess of the purchase price over the value of collateral.
Initial margins are usually expressed as the percentage ratio of the value of the
collateral to the purchase price (e.g. 102%).
Manufactured payment
Margin maintenance
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Open repo
A repurchase agreement with no fixed repurchase date, that runs until one of the
two parties terminates the transaction by giving due notice to the other. Interest is
usually calculated daily but rolled over and paid monthly or, if the transaction is
terminated before the month-end, on the repurchase date.
Purchase date
The value date of a repo (i.e. when the purchase price and collateral are exchanged
by the buyer and seller).
Purchase price
The amount of cash paid by the buyer to the seller on the purchase date in
exchange for collateral. The purchase price is net of any initial margin or haircut.
Repo
Repurchase agreement
Also known as a classic repo, US-style repo, or all-in repo. A type of repo (cf. buy/
sell-back) that is typically documented under a master agreement, in consequence
of which, both legs of the transaction form a single contract. In a repurchase
agreement, the counterparties undertake margin maintenance, and the repo may
be subject to an initial margin or haircut. In addition, the buyer can grant rights of
substitution to the seller, and the payment of coupons or dividends on the collateral
during the term of the transaction triggers an immediate manufactured payment to
the seller.
Repo rate
The percentage per annum rate of return paid by the seller for the use of the
purchase price over the term of a repurchase agreement and included in the
repurchase price.
Repurchase date
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Repurchase price
The amount of cash paid by the seller to the buyer on the repurchase date in exchange
for equivalent collateral. The repurchase price includes the return on the cash and,
in the case of buy/sell-backs, is net of any reinvested coupon or dividend paid on
the collateral during the term of the repo.
Reverse repo
The buyers side of a repo. The buyer is said to reverse in collateral (whereas the
seller is said to repo out collateral).
Right of substitution
The right that may be given by the buyer to the seller, during the negotiation of
a repurchase agreement, for the seller to recall equivalent collateral during the
term of the transaction, and substitute collateral of equal quality and value. The
substitute collateral must be considered reasonably acceptable to the buyer.
Seller
The party to a repo that sells the collateral for cash on the purchase date and
commits to buy back equivalent collateral on the repurchase date, or on demand in
the case of open repo. The borrower of cash.
Special collateral
Collateral on which the repo rate is materially below the GC repo rate for the same
term. This differential is caused by the demand for this collateral, which is manifest
in offers of cheap cash from potential buyers.
Triparty repo
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66
Acknowledgements
This book was written in close collaboration with Richard Comotto, who
is a Visiting Fellow at the ICMA Centre at the University of Reading
in England, where he is responsible for teaching the module on money
markets (including the repo market) in the Centres postgraduate finance
programme. He is also Course Director of the ICMA Professional Repo
Market Course conducted in Europe and Asia in co-operation with the
ACI and SIFMA.
The author acts as an independent consultant providing research and
training on the international money, securities and derivatives markets
to professional market associations, government agencies, regulatory
authorities, banks, brokers and financial information services.
Richard has written a number of books and articles on a range of financial
topics, including the foreign exchange and money markets, swaps and
electronic trading systems. He takes particular interest in the impact of
electronic brokers on the foreign exchange market and in the more recent
introduction of electronic trading systems into the bond and repo markets.
The author served for ten years at the Bank of England, within its Foreign
Exchange Division and on secondment to the International Monetary Fund
in Washington DC.
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