CMBS 301. Bond Pricing & Structuring. Michael Gerdes Senior Vice President, Moody s Investors Services

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1 CMBS 301 Bond Pricing & Structuring Michael Gerdes Senior Vice President, Moody s Investors Services Chris Stevens Vice President and Director, TD Securities Sponsored by October 15, 2007 Hilton Toronto

2 Overview CMBS Market Snapshot AAA Structural Evolution Structural/Execution Analysis: Schooner CMBS Default Studies Spread History

3 Canadian CMBS Originations 6,000 5,000 4,000 CAD $MM 3,000 2,000 1, YTD Source: TD Securities

4 Changes in U.S. CMBS Collateral Composition % Bn YTD U.S. CMBS Issuance AAA Subordination Percentage of Full IO Percentage of 5- and 7-Year Loans 0 Source: Morgan Stanley, Trepp LLC

5 CMBS AAA/Aaa Structural Evolution

6 Standard U.S. CMBS AAA/Aaa Structure Super Duper Senior = Most enhanced AAA class; typically 30% credit enhancement Super Senior = Mezzanine AAA class; typically 20% credit enhancement Junior = Most subordinated AAA class; typically 12% - 15% credit enhancement (as determined by the rating agencies) Class A-1A: Multifamily directed class Class A-AB: Amortizing bond

7 Standard U.S. CMBS AAA/Aaa Waterfall Prior to write down of Class A-M principal is paid sequentially to the Super Duper Senior classes After write down of Class A-M principal is paid pro rata to all outstanding Super Duper Senior classes Prior to complete write down of Class A-M Prior to complete write down of Class A-M A-1 Interest A-2 Interest A-3 Interest A-AB Interest A-AB Scheduled Principal A-1 Principal A-2 Principal A-3 Principal A-AB Principal A-4 Principal A-M Interest A-4 Interest After to complete write down of Class A-M After to complete write down of Class A-M A-1 Interest A-2 Interest A-3 Interest A-AB Interest A-1 Principal A-2 Principal A-3 Principal A-AB Principal A-4 Interest A-4 Principal A-M Principal Not to Scale Not to Scale

8 Collateral Characteristics and Curves Source: TD Securities

9 Prepayment Conventions: CPR vs. CPY vs. CPP Prepayment Conventions Loan Assumption: 36 months lockout; 81 months yield maintenance; 3 months open 10,000,000 CPR: prepayments begin after contractual lockout 7,500,000 CPY: prepayments begin after contractual lockout and yield maintenance period, if any 5,000,000 Lockout Yield Maintenance Open CPP: prepayments begin after contractual lockout, yield maintenance period and fixed penalty period, if any 2,500, CPY assumes the loan prepays in full after the lockout period and YM period CPR 100 CPY

10 Standard Conduit Structure: Time Tranched Super Senior AAA classes; PAC & Companion IOs Rating agencies determine capital structure; Investors determine dollar prices and spread The interpolated swap rate or GOC yield plus the spread determines the yield on the investment grade bonds The interpolated GOC yield plus the spread determines the yield on the below investment grade and interest-only bonds On bond execution the deal is losing money; however, hedging results in a profit for the deal The Economics: IG Bonds Sold: $498.1MM IG Proceeds: $492.3MM Loss IG Bonds: ($5.8)MM BIG Bonds Sold: $20.1MM BIG Proceeds: $13.5MM Loss BIG Bonds: ($6.6)MM Gain/Loss: ($12.4)MM IO Proceeds: $1.6MM Gross Trade: ($10.7)MM Source: TD Securities

11 CMBS Hedging To protect against interest rate movements between origination and securitization, issuers hedge Hedges can include swaps, bond forwards, etc Hedges perform opposite to the mortgage portfolio For example, if rates rise, CMBS execution proceeds decline, but the hedge would increase in value The transaction would be effectively insulated from interest rate (not spread) changes

12 Levered (Companion) & PAC I0 Structure Excess Interest between the collateral WAC and fixed rate bond coupons is paid to the IO holders This excess interest is further divided into a levered (companion) and PAC IO In this example, Class XC is the Levered (Companion) IO Class XP is the PAC IO

13 Stepped PAC IO Structure Stepped PAC IO Notional The PAC IO is sized to prepayment and default stresses The PAC IO provides more default protection when mortgages are more likely to default and prepayment protection when mortgages are more likely to prepay

14 Standard Conduit Structure: Base Case Investment Grade Bond Spreads plus 3 bps Assumes investment grade bond spreads widen 3 basis points More coupon is directed to investment grade bonds Less coupon is available to the IO bonds resulting in reduced IO proceeds However, since coupons are capped, there is no redirection of coupon flows The Economics: IG Bonds Sold: $498.1MM IG Proceeds: $491.3MM Loss IG Bonds: ($6.8)MM BIG Bonds Sold: $20.1MM BIG Proceeds: $13.5MM Loss BIG Bonds: ($6.6)MM Gain/Loss: ($13.3)MM IO Proceeds: $1.6MM Gross Trade: ($11.7)MM Source: TD Securities

15 Standard Conduit Structure: Base Case Below Investment Grade Bond Spreads plus 25 bps Assumes below investment grade bond spreads widen 25 basis points Below investment grade bond coupon is constant at 10 year Treasury plus 50 bps Higher yield reduces below investment grade proceeds The Economics: IG Bonds Sold: $498.1MM IG Proceeds: $492.3MM Loss IG Bonds: ($5.8)MM BIG Bonds Sold: $20.1MM BIG Proceeds: $13.3MM Loss BIG Bonds: ($6.8)MM Gain/Loss: ($12.6)MM IO Proceeds: $1.65MM Gross Trade: ($10.9)MM Source: TD Securities

16 Standard Conduit Structure: Base Case Investment Grade Bond Subordination Levels 1% Higher Assumes investment grade bond subordination levels increase 1% Price less AAA bonds at tight spreads Price more BB+ bonds at wide spreads; lowers overall proceeds The Economics: IG Bonds Sold: $492.9MM IG Proceeds: $487.2MM Loss IG Bonds: ($5.7)MM BIG Bonds Sold: $25.3MM BIG Proceeds: $18.1MM Loss BIG Bonds: ($7.1)MM Gain/Loss: ($12.8)MM IO Proceeds: $1.65MM Gross Trade: ($11.2)MM Source: TD Securities

17 Execution Summary

18 Commercial Mortgage Defaults: 30 Years of History ELS Study: Esaki, L Heureux, Snyderman ( ELS ) Study (1999, updated in 2002) Tracked U.S. insurance company commercial mortgage defaults from ,595 loans Peak years for defaults were years 3 to 7 after origination no pattern of higher defaults in balloon years

19 Commercial Mortgage Defaults: 30 Years of History ELS Study continued: Average cumulative lifetime default rate for 10- year origination cohorts was 18.4% Worst cohort (1986) experienced an average cumulative lifetime default rate of 31.6% About 59% of the defaulted loans were liquidated, 40% were restructured, and 1% experienced full recovery Average loss severity on liquidated loans was 31%

20 Commercial Mortgage Defaults: 30 Years of History ELS Study continued: Average loss rate = 18.4% x [(59% x 31%) + (40% x 16.5%) + (1% x 0%)] = 4.58% Current Baa2 conduit subordination levels average 5.0% Worst cohort (1986) average loss rate of 8.7% Current Aa2 and A2 conduit subordination levels of 11.25% and 8.75%

21 Moody s Lehman Brothers Study (2004) 1,870 U.S. CMBS loans with a cut-off balance of $10B Average default rate of 4% (loans 90+ days past due) Average loss severity of 37.6% on cut-off balance and 41% on current balance Expected loss = 4% x 37.6% = 1.50% Current B2 conduit subordination levels average 1.875%

22 Avg. U.S. Conduit Capital Structure: vs. ELS Study Based on the average ELS experience, the current Baa2 bonds would not experience losses Based on the experience of the worst origination cohort, the current Baa2 would experience losses Source Morgan Stanley, Moody s

23 Canadian Commercial Mortgage Default Study - Fitch Fitch study Oct ,654 Canadian commercial real estate loans ($10.7B) Originated between Defaulted loans equaled 8% Cumulative losses were $181MM, or 2% of total origination balance Worst year % of that year s originations defaulted

24 Average Canadian Conduit Capital Structure vs. Fitch Study Based on the average Fitch experience over this stressed period, the current BBB bonds would not experience losses Based on the experience of the worst origination cohort, the current BBB would experience losses Fitch considers this period to be an A stress scenario

25 US CMBS Ratings Actions Over the past seven years the ratio of upgrades vs. downgrades has averaged 7.5 to Upgrades Downgrades YTD Upgrade/Downgrade Ratio YTD CMBS 9.7 : : : : : : : : : 1 Source Morgan Stanley, Fitch, Moody s, Standard & Poor s, Trepp LLC

26 US 10-Year AAA CMBS Spreads to Swaps Stress Periods Result from Supply and Demand Imbalance December 1997 September 2007 (1) Spread (bp) 120 AAA CMBS had consistently traded within an approximate 10 bp trading range since the spring of 1999 through fall of Preshock Trading Range LTCM Shock and Aftermath Post-9/11 Liquidity Crisis 20 Post-Shock Trading Range 0 12/16/97 1/11/99 1/21/00 2/28/01 3/20/02 3/26/03 4/14/04 5/25/05 5/26/06 6/15/07 Source: M organ St anley, Cit icorp

27 Canadian 10-Year AAA CMBS Spreads to GOC Y AAA CMBS Spread S&P / TSX 60 Index Stress Periods Results from Supply and Demand Imbalance November September 2007 Spread in bps Post 9/11 Liquidity Crisis /1/1998 5/1/ /1/1999 5/1/ /1/2000 5/1/ /1/2001 5/1/ /1/2002 5/1/ /1/2003 5/1/ /1/2004 5/1/ /1/2005 5/1/ y AAA Spread TSX 60 11/1/2006 5/1/2007

28 Non-Investment Grade CMBS Spreads to UST Spread (bp) to UST Bids for BB s come from credit buyers & CDO s 1,200 1,000 Unrated yields remain 20% to 23% nominal mid to high teens loss adjusted Canadian CMBS 10- Year BB and B spreads to Canada s are 400 and 800, respectively /9/98 9/11/98 5/17/99 1/10/00 9/27/00 5/30/01 1/30/02 10/2/02 6/4/03 2/11/04 10/20/04 6/22/05 2/17/06 10/20/06 6/22/07 BB 10-Year B 10-Year Source: Morgan Stanley, Citicorp