As mentioned previously, swaps are the most widely used OTC derivative product. As defined in Part I, swaps involve the exchanging of one future cash flow for a different future cash flow, where both flows are calculated by reference to an agreed notional amount of an agreed asset, entity, or benchmark. The most common examples of swaps are: interest rate swaps, currency swaps, commodity swaps, and equity swaps.
Interest Rate Swaps (“IRS”)
An IRS is an agreement to swap, over an agreed period, two payment streams each calculated using a different interest rates (typically fixed versus floating) but based on the same notional principal amount. By using an IRS, a company can change their future interest rate exposure (eg, from floating to fixed) in advance for a specific period, typically 1–10 years.
During the life (“term”) of the above swap there will be periodic settlements of the netted payment flows on “payment date,” calculated at what is known as “reset dates” (eg, quarterly semiannually, or annually) and valued against the benchmark rate(s). The payments cannot be netted at each reset date if the payment dates are different, for example, where the fixed rate is paid annually but the floating rate is paid semiannually.
An IRS is transacted to start immediately, or at a forward date, and will run for the agreed period. The start date is known as the “effective date” and the end date is known as the “termination date.” The floating rate is reset at the effective date for the next period, and then at reset dates for the following period throughout the term of the swap.
Suppose a company XYZ currently pays a floating rate of interest, say LIBOR + 0.4% for a loan of $10m over 5 years. Concerned that rates will rise, the treasurer wants to change the payment flow to a fixed rate but is unable to alter the terms of the loan. Company XYZ approaches Bank ABC and agrees a five year IRS, the terms of which are that:
Company XYZ will pay 6.3% fixed, paid annually on an ACT/360 basis and receive LIBOR, semiannually on an ACT/360 basis. If at the beginning of the swap LIBOR is 6%, than at the end of the first six months the floating-rate payment is:
$10,000,000 × 6.00% × 181/360 = $301,667, which is paid by Bank ABC to Company XYZ [Note: there is no netted payment against the fixed rate cash flow for the period, as the terms state that the fixed rate leg only settles annually.]
At the beginning of the next six months LIBOR is 6.25% and after that second six month period the swap payments are:
Floating: $10,000,000 × 6.25% × 184/360 = $319,444 (due by Bank ABC to Company XYZ).
Fixed: $10,000,000 × 6.30% × 365/360 = $638,750 (due from company XYZ to Bank ABC).
This time the settlement can be netted so that Company XYZ pays $319,306 to Bank ABC.
In this IRS Company XYZ has a risk as their view on interest rates over the next five years may be wrong and rates might actually fall, not rise. By agreeing to pay a fixed rate, in this case 6.3%, their cost of borrowing may end up higher than it would have been, if they had not entered into the swap. Note: In a CCP cleared swap the settlement flows pass through the CCP.
Currency Swap
A currency swap is simply a specific type of IRS. A currency swap involves the exchange of a series of cash flows in one currency for a series of cash flows in another currency, at agreed intervals over an agreed period, with both cash flows calculated by reference to specific interest rates.
It is possible to have a combination of fixed and floating rates in two currencies in a currency swap; for example,
• Fixed interest in one currency against floating rate in another currency.
• Fixed interest in one currency against fixed interest in another.
• Floating rate in one currency against floating interest in another.
Unlike an IRS where there is no exchange of the principal amount, with a currency swap there may (or may not) be a negotiated exchange of the principal amounts at both the beginning and end of the swap term, at an FX rate agreed at the beginning.
Example: A UK company plans to expand its business in the United States and needs to borrow USD to do so. The company believes it can borrow money (albeit GBP) much cheaper in the UK (where it is well known to its bankers). To facilitate its currency requirements the company can negotiate a currency swap.
The UK company borrows British Pounds (GBP) on a floating rate basis from its own bank and then swaps this GBP principal amount for USD with the swap bank counterparty. It might agree to pay a fixed rate of interest on the USD and receive a floating rate of interest on the GBP, which it uses to pay the floating rate interest on the original GBP loan from its bank.
It agrees to exchange the principal amounts at the beginning of the term at an agreed FX rate and decide to fund the future repayment of the GBP loan, (which is a totally separate transaction from the swap) from its own resources.
The USD amount is invested in its US business and the subsequent income stream is used to pay the swap counterparty the fixed rate interest on the USD leg of the swap. During the swap term, which will correspond to the loan duration, the payment streams will be settled on reset dates. They are not netted because they are in different currencies.
This currency swap has provided the company with protection against foreign exchange movements during the period of the swap and protection against interest rate movements in the UK market rate during the period of its borrowing.
OTC Options
As specific terms can be freely customized and negotiated between counterparties, OTC options vary significantly in their terms and complexity. At one end of the spectrum there are simple “vanilla” OTC options that look very similar to the standardized exchange traded options described in Part I. At the other end of the spectrum are complex “exotic” options, or option combinations, that build in additional characteristics and variables that can change the relatively simple call and put profit and loss outcomes. Although some common OTC option types and related jargon are briefly described ahead, there is no substitute for reviewing the specific option terms on a case-by-case basis.
Common OTC Option Types
• Calls and Puts with specific customized amounts and durations negotiated between the two parties, for example, a £1.1 m, two year call option on the FTSE100 index at a strike of 5905.2.
• Interest Rate Guarantee (IRG) is an option on a FRA.
• Swaption is an option to enter into a swap. Like all options it gives the buyer the right, but not the obligation, to enter into the swap at or before the expiry date of the swaption.
• European, American, and Bermudan style options, which have a variety of different exercise characteristics; (ie, exercise at expiry only, at any time prior to expiry, or only at specific times prior to expiry).
• Asian, average rate, or average price options, which use different benchmarks rather than the price of the underlying asset on expiry to determine if they are in- or out-of-the-money (eg, the average price of the underlying asset over the last month).
• Barrier options refer to a family of different options, which are either cancelled or activated if the underlying price reaches a predetermined level. They are also known as knock-out, knock-in or trigger options.
• Caps and floors refer to a related series of call or put options with sequential expiry dates over a predetermined period. Commonly used to manage interest rate exposures; for example, “capping” the interest rate payable, or fixing a “floor” to the interest rate receivable. May be linked to a series of “rollover” rates agreed, whereby the difference in rates is paid, if applicable at the time of the rollover.
• Collars refer to a combination of buying a cap and selling a floor (or vice versa) in order to maintain a price or interest rate between two limit levels while minimizing the net premium cost payable/receivable.
We also have Puttable and Callable swaps, which allow the fixed rate receiver and fixed rate payer respectively to terminate the swap early. They are traded with European, American, and Bermudan styles of exercise right.
Another popular product used by some investment managers is a total return swap.
Total Return Swap
As the name implies, a total return swap is a swap of the total return out of a credit asset against an agreed fixed return. The total return out of a credit asset can be affected by various factors, some of which may be quite unconnected to the asset in question, such as interest rate movements, exchange rate fluctuations etc. Nevertheless, the protection seller guarantees a fixed return to the originator, who in turn, agrees to pass on the entire collections (both income and capital gain/loss) from the credit asset to the protection seller. That is to say, the protection buyer swaps the total return from a credit asset for a negotiated predetermined fixed return.
Also popular in hedging issuer risk is a credit default swap.
Credit Default Swap
A credit default swap (CDS) is not a swap at all, but much more akin to a refined form of a traditional financial guarantee or insurance. As with insurance the protection buyer is required to pay premium (either upfront or on regular preset quarterly dates) to the protection seller. If within the agreed period of protection, a predefined “credit event” occurs the protection seller is obliged to pay the protection buyer a compensation amount as defined in the terms of the CDS. The terms of a CDS need not be limited to compensation only upon an actual default (of a reference security or entity), but may also cover other types of credit event such as the downgrading of the issuer of specific security. Credit default swaps cover only the credit risk inherent in the specified security or asset (as defined in the CDS terms), while price risks due to other factors such as market sentiment or interest rate movements remain with the originator.
Contracts for Differences (Equities)
Contracts for differences (CFD’s) have become popular over the last 10 years, especially among professional traders and sophisticated retail investors. There are a number of specialist CFD broker-dealers (normally equity market-makers) with whom CFD “customers” can trade. A CFD is a contract to receive (or pay) the difference in value on an agreed quantity of shares, in a specific listed company, between the agreed share price on the day when the CFD deal is opened and the subsequent share price on the day when the CFD deal is closed out. The market risk on the CFD transaction exactly matches that of the underlying company shares to which it is referenced, including equivalent dividend payments (by CFD seller) and receipts (by CFD buyer).
CFD transactions have no fixed maturity date (ie, no time limit) and are not closed until the customer wishes to do so (or in the rare event of a customer default). At no point does the customer ever take or make delivery of the underlying shares.
The CFD broker-dealer requires a margin deposit, typically 10% of the underlying, to protect themselves from the risk of the customer defaulting on the CFD. The position is marked-to-market daily and the broker may call for additional margin. Charges include a commission and a cost-of-carry charge based in the underlying amount.
The main advantages and disadvantages in using CFD’s are:
• No stamp duty
• The ability to go short
• Leverage through trading on margin
• The opportunity to trade shares which are not listed on a futures or option exchange
• Daily mark-to-market and settlement of losses
• Commission and financing costs payable to the CFD dealer
• No voting rights
Settlement of OTC Products
The settlement procedures for OTC derivatives are determined by the terms of the transaction negotiated agreed between the two counterparties, as set out in the trade confirmation and any associated supporting documentation and or the CCP. In practice, thanks in large part to the work of ISDA, most OTC derivative dealers now use very standardized terms, language, and definitions in their trade documentation, which has simplified the settlement process and reduced the number of exceptions. Indeed complete standardization of derivative trade and settlement terms is achieved for those IRS and CDS transactions where the two trade counterparties agree to register and clear it through a CCP (eg, Swapclear, ICE Clear, etc.). As a result the market now has evolved to a point where there are relatively standard settlement characteristics for the main OTC products types.
Operational or settlement events are triggered by such things as the:
• Effective date, reset date, and payment date for IRS.
• Settlement dates and calculation periods for FRAs, equity and commodity swaps.
• Premium payment dates for options and CDS.
• Exercise notifications and trigger events for options.
• Maturity/expiry of all products.
In general most products settle at the end of a period or on maturity, with the exception of FRAs and IRGs where the settlement takes place using a discounted present value of the future cash flows.
Key to the settlement of OTC products is the terms of the transaction. Unlike exchange traded futures and options where the terms are stipulated, each OTC trade is effectively a new set of terms, even though the product may be the same each time. All OTC derivative trades should be supported by documentation that ensures that the terms of the derivative transaction are fully disclosed and understood.
In the past, documentation was a major obstacle to the use of OTC derivatives, as each trade had a separate agreement. These agreements had to be vetted by the legal department by both parties and consequent delays and disputes caused considerable problems. ISDA have greatly helped to resolve the problems by developing standard documents for use by counterparties for many types of OTC derivative product. The British Bankers Association has also developed standard documentation for FRAs.
The standard ISDA document negotiated between the two parties (before their first trade) is known as a “Master Agreement.” This key agreement can later be supplemented with schedules, annexes, and appendices to cover any additional issues and trades that are agreed between the parties.
The ISDA master documents cover all the legal terms and conditions that are relevant for both parties, in particular with respect to their rights and obligations in respect to the netting of any OTC transactions executed between them. These provisions include:
• Legal entities and multibranch facilities
• Payment netting provisions
• Default procedures and rights of set-off
• Termination events
• Warranties, covenants, and representations
• Tax indemnities
• Assignment
• Legal jurisdiction
• Waiver of immunities
• Notices
Confirmations
For every OTC transaction executed outside of a trading system, a confirmation document (either electronic or paper) is generated by one or both of the counterparties as evidence of all the specific commercial terms of the trade. The confirmation excludes all the general terms under which business is being transacted between the two counterparties, as these matters will already have been preagreed in the ISDA Master Agreement.
The confirmation sets out the key trade details to be reconciled (see example). Confirmations should be issued by one counterparty (the bank dealer issuing the OTC product), as quickly as possible so that the trade details can be checked and “affirmed” by the other party. Affirmation can be evidenced either by the return of a signed copy of the initial confirmation, or the receipt of a separate confirmation from the other party. Where no affirmation is quickly forthcoming, the counterparty should be chased up, as the confirmation is not legally enforceable until both parties have acknowledged that the details of the trade have been agreed. [Note: Typically two banks participating in a trade will send each other confirmations while a bank and a client trade will result in a confirmation from the bank to the client which the client will then sign and return.] Over the last 10 years the use of online confirmation and affirmation systems has greatly improved efficiency and reduced delays and costs. Ensuring the efficient settlement of OTC products requires a high degree of skill in managing the flow of trade information both at, and immediately after, the time of trade execution. Accurate trade confirmation details are essential to the subsequent position maintenance and periodic settlement of the resultant OTC derivative position, through to the date of maturity or expiry.
Example: FRA confirmation (which will typically be sent via SWIFT) and would contain information such as:
Confirmation from Mega Bank |
To: InterBank Inc |
Buyer: Mega Bank
|
|
Transaction Date |
19/06/2012 |
Effective Date |
21/06/2012 |
Terms |
ISDA |
Currency/Amount |
GBP 3,000,000 |
Fixing |
19/09/2012 |
Settlement |
21/09/2012 |
Maturity Date |
21/12/2012 |
Contract Period |
91 days |
Contract Rate |
2.79% pa on a actual/360 basis |
Example: IRS confirmation for a fixed/floating swap transaction would contain information such as:
Confirmation from Mega Bank |
To: Interbank Inc |
Interest Rate swaps |
|
Transaction Date |
19/06/2012 |
Effective Date |
21/06/2012 |
Maturity Date |
21/12/2012 |
Terms |
ISDA |
Currency/Amount |
UDS 5,000,000 |
We pay
|
2.76% |
Frequency |
Annual |
Calculation Basis |
Actual/365 |
We receive
|
6-Month LIBOR |
Frequency |
Semiannual |
Calculation Basis |
Actual/360 |
There are other pieces of information that may be added to this, such as frequency being modified following convention.
The global OTC derivative market is rapidly automating to improve the way the industry operates. There is significant pressure on OTC dealers to increase efficiency and decrease operational and compliance costs, in part driven by new regulatory requirements. One of the main communication platforms is MarkitSERV. MarkitSERV was originally created from systems collaboration between Markit and DTC. This system provides posttrade confirmation, allocation, clearing, and regulatory reporting solutions to over 2,000 market participants and 12 OTC clearing houses. MarkitSERV supports all the main OTC derivative product types including CDS, IRS, FRA, FX (forwards and options), equity options, and equity swaps. Increased usage of this type of online system service for trade confirmation/affirmation has significantly reduced the manual processing involved.
Post Trade Environment
There are many processes in the post trade environment that are common to all transactions. These include:
• Trade capture and verification
• Confirmation and affirmation
• Reconciliation
• Position maintenance
• Daily mark-to-market and profit/loss calculation
• Periodic settlement
• Presettlement advice and postsettlement check
• Notification of relevant trigger events
• Closing of transaction at maturity/expiry
• Risk and collateral management
Trade capture and verification requires all the trade details to be input (whether automated or manual) to the back-office systems. From a risk and control point of view, the system must be capable of handling certain key information about a trade such as:
• Title of instrument traded
• Buy or sell (FRAs, options), pay or receive (swaps)
• Currency
• Size of contract (option), notional amounts (FRAs, swaps)
• FX rate, price, rate of premium (two rates in the case of a fixed/fixed rate currency swap)
• Floating rate references
• FX rate agreed for conversions of principal (currency swap)
• Strike price or rate (options)
• Trigger level (barrier option)
• Trade date and time
• Underlying asset (notional amount, security, equity, bond, and commodity)
• Effective date
• Settlement date(s)
• Term and maturity date
• Expiry date (option)
• Exercise styles and dates
• Credit event notification (CDS)
• Day/year calculation basis (swaps)
• Physical/cash settled (options)
• Special conditions, for example, for Asians options
• Trader
• Counterparty
• Deal method, for example, screen, telephone
This list is not exhaustive and certain types of products will need additional information. In cases where the full details cannot be recorded in the main system, additional manual records, processes, and checks must be employed. Details of the settlement instructions, including netting if agreed, will also be input to the system together with information such as the reference sources for fixings and possibly the documentation type (ISDA, BBA) and governing law.
It is important that all this data is captured in the back-office systems so that key reports and information can be supplied to operations, dealers (positions and profits/losses), risk managers, general ledgers, reconciliation systems, etc. There will always be queries related to transactions, settlement, and events and it is important that the respective operations staff at the two parties to the trade work closely together to resolve any problems quickly. This has been highlighted in recent years by the strong guidance issued by the Federal Reserve Board of the United States, and the UK FCA, concerning the length of time taken to match bargains in the OTC credit derivatives market. They were concerned with the number of bargains remaining unmatched for a number of weeks thus exposing both parties to operational and counterparty risk. OTC equity derivatives have come under a similar regulatory spotlight.
Event Calendar
This trade and settlement information also helps to provide a calendar of future OTC events in order for the relevant operations, treasury, and dealing staff to track the settlement events that will be occurring, for example, resets, expiry, settlement dates.
Some events are mandatory obligations of the trades done (and/or automatic), such as those involved with swaps, barrier options, caps, collars and floors, FRAs. Other event types may require an instruction and/or decision by the dealer or client, for example, option exercise, credit default events, early terminations of OTC contracts.
Other Settlement Issues
It is important to regularly (ideally daily) revalue OTC positions for profit/loss reporting purposes and to reconcile all open positions against both the dealers’ records and the counterparty’s records for overall exposure, limit, and risk control management. A fund with a daily NAV will have to value OTC positions on a daily basis.
The use of collateral in conjunction with OTC trades is also a key risk control, especially where one party has a much lower credit rating than the other. Where collateral has been lodged as part of the risk management process it is important to ensure that the collateral value remains sufficient to cover the exposure risk. Aside from market risk, counterparty default is the second most important concern of OTC derivative market participants. Where a trader has the fixed side of a swap “matched” between two counterparties (eg, he is receiving a fixed rate from one counterparty and paying a lower fixed rate to the other) and the first counterparty defaults, the second counterparty must still be paid. The trader is likely to incur financial loss in replacing the defaulted swap with another at current market prices.
Derivatives Valuation and Accounting
The use of both exchange traded and OTC derivatives for both hedging and speculation is now very widespread. Participants include all banks, large corporates (including energy and commodity producers and consumers), insurance companies, investment managers (pension funds, hedge funds, retail funds), professional traders, and a variety of government agencies. In practice nearly all investment fund participants access the derivative markets through a bank or Prime Broker; either as their clearing broker (exchange traded futures and options) or their OTC derivative dealer.
Some of the control issues in using derivatives revolve around the ability to price and value open derivative positions for the purpose of profit/loss calculations for regular accounting and fund net asset value requirements. Being able to value the derivative, recognize potential market exposure and to understand the way in which different derivatives are treated for accounting purposes (in line with the relevant accounting standards) are all essential requirements for any organization using these products.
Exchange traded futures and options are relatively easily valued using the independently sourced prices published at the end of each day by the relevant exchange. These same prices drive the resultant variation margin settlements on the following day.
OTC derivative valuation can be much more complex. For simple commonly traded products where there is high market liquidity (eg, many FX, IRS, FRA, and CDS transactions), then there is normally a ready supply of third party generated bid/offer prices (sourced from brokers or quote vendor screens) from which to determine a “fair” market price. It is still better for those OTC derivatives that are cleared through a CCP, the CCP generates and publishes daily mark-to-market prices for its own margin and collateral purposes. However for less liquid, longer dated or more exotic OTC derivatives, there may be no easily available source of current market value. In these instances it is important for the investment funds and the administrator to predetermine their own internal pricing policy along the guidelines of “best industry practice.”