Meet Wall Street’s Latest Frankenstein

(Bloomberg Opinion) -- The townspeople just can’t win.

Consider Wall Street’s latest financial Frankenstein of a bad idea, collateralized fund obligations. Perhaps a better monster metaphor would be zombies, because these securities are the sort of terrible concoction that rise out of the Wall Street swamp and don’t seem to die. Collateralized fund obligations, or CFOs, were first given life in the early 2000s, but the market for them has mostly been dormant since the financial crisis. It has come back only recently.

Here’s how they work: CFOs are in the same structured-finance family as collateralized debt obligations, which blew up in the financial crisis and made everything so much worse, and collateralized loan obligations, which are potentially fueling a bubble in the corporate credit market. CDOs and CLOs, though, are built on loans — in the former case usually consumer loans like mortgages or credit cards, and in the latter loans to companies. CFOs, on the other hand, are backed by stakes in funds, often private equity or hedge funds. That’s the collateral. Through Wall Street magic, some would say voodoo, those fund stakes are securitized into bonds that then get rated by riskiness, with some receiving A ratings on down. The returns of the funds pay the interest that is due to the buyers of the CFO’s bonds, just like mortgages or loans would on CDOs or CLOs.

Meet Wall Street’s Latest Frankenstein

In August, Sightway Capital, which was formed by executives from the Two Sigma hedge fund, raised $216 million for a CFO, SWC Funding, that is backed by stakes in 32 private equity funds. That was the second big CFO deal in three months. In June, a unit of Temasek Holdings, the Singapore sovereign wealth fund, sold a $562 million CFO Astrea IV, also backed by private equity investments, to local individual investors, marketing it as a good retirement holding. A local editorial said the the “overwhelming response” for the CFO showed that retail investors have a “growing appreciation for sophisticated investments” and “know a good deal when they see it.”

Wall Street sophistication, though, rarely makes for better investments when markets turn. And that’s most likely the case with CFOs. In a report on CFOs last year, analysts at ratings firm Fitch noted that while the value of the funds backing CFOs fell 25 percent during the financial crisis, the prices of many CFOs tumbled 75 percent. At times of crisis, investors’ appreciation for sophistication dries up pretty fast.

The biggest problem is that CFOs appear to transform equity investments into bonds, which are assumed to have much less risk than stocks. Structure and ordering of bonds can remove some of the extra risk and volatility that goes along with equities, but it can’t eliminate it. What it does is concentrate the risk somewhere until it breaks down the door of the closet bankers thought they had locked. That’s what happened with subprime loans during financial crisis. Worse, regulators don’t appear to be watching. J. Paul Forrester, a partner at law firm Mayer Brown and one of the go-to lawyers in CFO deals, wrote in a note to clients that one of the biggest attractions of CFOs is that they allow an opportunity for “regulatory capital relief.” Insurance funds, he wrote, can exchange their stakes in private equity funds for CFOs and maintain similar exposure without having to hold as much capital against the investment because regulators treat CFOs as bonds, not the private equity-linked investments that they are.

That doesn’t mean that the CFOs being sold now are a bad investment. The $216 million in bonds sold by the SWC Funding are backed by more than $500 million in assets and received only a single-A rating. Forrester says rating agencies demand that CFOs have enough collateral and interest to make them safe. Nor are CFOs likely to cause a financial crisis. They are rarely bought by banks, and the market for them is still way too small to cause any systemic problem.

But once the mad scientists of sophisticated investments get into the lab, things can get out of hand in a hurry. Just as a quick mental exercise, I came up with a hypothetical CFO backed by stakes in S&P 500 index funds. My pitch would be that investors could buy into a bond that offers nearly twice the expected return of the S&P 500 and as much as 10 times. (The collateral is super easy to source. Just log onto Vanguard.)

Here’s how the math would work: Imagine I sold $800,000 of bonds tied to a $1 million vehicle I’ll call Sophisticated LLC, which is just an S&P 500 fund. The marketing materials would assume that stocks generally rise 8 percent a year, supported by recent historical data (though likely incorrect, especially at this point in the cycle, but we’ll gloss over that). That means I will have $80,000 in returns a year. I offer a 4.5 percent yield on half of the bonds, which will sell out quickly because they look a lot like typical corporate bonds — they are tied to the S&P 500 after all — yet they pay on average 0.4 percentage points more than highly rated corporate bonds (which they are not, but who’s looking).

Meet Wall Street’s Latest Frankenstein

That sucks up $18,000 of my $80,000 return, which is what $400,000 in bonds with a 4.5 percent yield would pay out. That leaves me with $62,000. I pay 6 percent on the next $300,000 in bonds. They are only a little bit riskier than first group and still pay a pretty beefy yield for bond-land these days. That leaves me with $44,000 and $100,000 worth of bonds to pay out. Those bonds can get a 16 percent yield, double my expected return of the S&P 500. The remaining income goes to the $200,000 that I didn’t sell bonds against because I needed to have some extra collateral to protect my CFO. This is the equity piece and gets a 14 percent annual return when the S&P goes up my expected 8 percent, but a 24 percent annual return when the market goes up 10 percent, as it is on track to do this year, or a 79 percent return when the market goes up 21 percent, as it did in 2017.

What’s not to love? Well, just about everything. If the S&P 500 goes up only 5 percent, part of the fund’s collateral would get wiped out, likely causing a rating downgrade. A 10 percent drop the year after that would essentially crash Sophisticated LLC. My equity investors would suffer a 75 percent loss, and prices on the bonds would most likely plunge as well.

That’s just off the top of my head, and it’s not an implausible example. I don’t spend my days trying to come up with esoteric investments. The point is there are people who do, and then they peddle their creations to the unsuspecting townspeople. It’s usually only a matter of time before the torches and pitchforks have to come out. 

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Stephen Gandel is a Bloomberg Opinion columnist covering banking and equity markets. He was previously a deputy digital editor for Fortune and an economics blogger at Time. He has also covered finance and the housing market.

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