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A Primer On European Auto ABS

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A Primer On European Auto ABS

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This European auto asset-backed securities (ABS) primer provides a comprehensive guide to the fundamentals and risks of the market and summarizes the latest market developments. We also include an overview of both loan and lease products and present specific jurisdictional characteristics.

Market Overview: Germany And The U.K. Dominate

ABS securitizations continue to play an important role in financing auto loan and lease originations across Europe. Germany and the U.K. are the largest and most well-established auto ABS markets (see chart 1).

Chart 1

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Main market participants

The auto financing market is typically served by captive or non-captive entities (see table 1).

Table 1

Captive and non-captive finance summary
Description Securitization perspective
Captive finance The original equipment manufacturer (OEM) or a dealer belonging to that OEM network originates the contract. Portfolios are typically more concentrated in brands and sometimes geographically.
Non-captive finance A marketplace entity or dealer that does not belong to any specific dealer network originates the contract. Portfolios are usually more granular in terms of securitized brands. They can also have lower geographical concentration.

In terms of market share, captive finance dominates public issuance in Europe.

  • Volkswagen Group is the most prolific originator in Europe with a share of more than 16% of total originations over the past five years.
  • The second biggest participant is on the other hand a non-captive entity, Santander Group, with approximately 13% of total originations over the past five years.
  • The top 10 market participants comprise approximately 77% of originations, while the remaining share is subdivided among more than 25 captive and non-captive players (see chart 2).

Chart 2

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Collateral types: Loan and lease receivables

The collateral pool in auto ABS transactions can include two products--loan or lease receivables--each with their own features (see tables 2 and 3).

Table 2

Collateral summary
Loans Leases
Main characteristics Constantly amortizing contracts that usually charge a fixed interest rate. May contain a balloon component. Usually, the borrower owns the car at the contract's maturity. The duration of the contract is generally between three and six years. Contracts whereby the lessor rents the vehicle for a predetermined period to the lessee who, in exchange, pays the lessor a regular installment. The length of the contracts is normally three to five years.
Ownership A loan is taken out to purchase the vehicle, and, in most cases the borrowers own the vehicle only when the loan is paid off. The lessee rents the vehicle for a set period. Although lessees may sometimes have the option to purchase the vehicle, the asset title normally remains with the lessor.
Monthly payments Typically have a higher monthly payment than leases because the full purchase price is being paid off. Lease payments are generally lower as only the vehicle's depreciation is being covered along with the lessor's fees.
Residual value risk Only indirect and limited to balloon loans. Not always securitized. However, if present this is a direct market risk.
Mileage restrictions Not applicable. Usually, present. If these restrictions are exceeded, lessees can face additional charges. Nevertheless, lessees may be granted a payment if driven miles significantly fell behind contractual restriction at maturity.

Table 3

Loan types by jurisdiction
Description Personal contract purchase (PCP) Amortizing loans or hire purchase (HP) without balloon payment Balloon loans or lease purchase (LP) Trade cycle management (TCM)
The borrower chooses the vehicle from the lender (vehicle property remains with the lender), and typically pays a downpayment. The borrower then pays monthly repayments, plus interest. The borrower has the option, but not the obligation to purchase the vehicle at the end of the agreement by paying a final balloon payment. PCP finance is popular in the U.K. Residual value risk remains with the SPE which is, hence, exposed to direct market risk. The borrower chooses the vehicle from the lender (the lender is typically the vehicle owner until maturity or full repayment), and typically pays a downpayment. The borrower then typically pays monthly repayments, plus interest for up to 60 months. HP is popular in the U.K but PCP remains the dominant financing type. In contrast to PCP, these contracts do not entail any kind of residual value risk and borrowers remain "on the hook" throughout. HP may have a balloon component. The borrower chooses the vehicle from the lessor; downpayments can be optional to cut the final amount. Typically, repayments are fixed and lower than non-balloon HP or PCP. The borrower owns the vehicle after paying a large lump sum or balloon payment at the end of the agreement. Commonly referred to as LP in the U.K. Although ownership is transferred to the borrower at maturity, the payment shock risk deriving from the balloon payment creates an indirect residual value risk for the SPE. The borrower typically has the option to discharge their obligation to pay the final installment by returning the vehicle to the dealer. However, unlike PCP contracts, if the dealer is insolvent at that time, the borrower must still make the payment.
Jurisdiction concentration
Germany/Austria x x x
U.K./Ireland x x x
France x x
Spain/Portugal x x
Italy x x x
Financial and operating leases

Table 4

Financial and operating leases comparison
Lease type Typical characteristics Considerations for securitization transactions
Financial The objective of the lessees is to become owners of the vehicle. Therefore, lessees are exposed to property-related risks (such as theft or damages etc.). The property of the asset is typically transferred to the SPE.
The term is normally medium to long. We typically assume that most lessees do not exercise their purchase option at maturity.
Normally, the lessees will take care of the vehicles' maintenance (except for very small interventions which are pre-agreed in the contract). As the lessor is not contractually obliged to provide considerable maintenance services, the transactions are normally not exposed to maintenance servicing risks.
The lessees usually have an option to purchase the asset at maturity.
Operating The purpose of this lease type is the simple use of the vehicle, and it is not aimed at a purchase at maturity. Lessors remain the vehicle's legal owners and at contract maturity the vehicle is returned to the lessor. Like the above, the SPE typically owns the title over the vehicle's sale proceeds.
Normally, the term is shorter than for financial leases. As lessees cannot purchase the vehicle at maturity, we do not consider any dealer buy-back agreement nor any lessee obligation. If securitized, we therefore stress residual value risk in our analysis.
The lessor is normally responsible for the vehicle's maintenance. The lessor is contractually obliged to provide maintenance services. Hence, transactions are normally exposed to maintenance servicing risks over the transaction's life.
The lessees do not have the option to buy the vehicle at maturity.

The German auto ABS market has accounted for more than half of European auto lease ABS transactions over the past five years (see chart 3).

Chart 3

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Typical Auto ABS Transaction Features

Auto ABS transactions usually have a shorter term than other asset classes (for example residential mortgage-backed securities) and are characterized by fast deleveraging.

Static and revolving transactions: Risks and mitigants

Transactions may start to amortize immediately after closing while some have a revolving phase that typically ranges from six months to two years. Revolving transactions' collateral can potentially deteriorate during the replenishment phase. Although we account for this potential deterioration risk in our credit and cash flow analyses, triggers are typically tight and mitigate this risk. If breached, the revolving phase will normally end early. Triggers include:

  • Performance-related to ensure that delinquencies and defaults remain within certain thresholds;
  • Concentration limits to ensure that the pools remain granular; and
  • Asset-liability tests to ensure the outstanding liabilities do not exceed the performing collateral balance.
Sequential amortization and pro rata features: Risks and mitigants

When amortization starts, transactions may:

  • Amortize sequentially until maturity;
  • Amortize sequentially until a certain credit enhancement level is reached and then switch to pro rata; and
  • Amortize pro rata.

Sequentially amortizing transactions feature an immediate build-up of credit enhancement for the senior notes that increases over time. On the other hand, pro rata transactions maintain a constant level of credit enhancement, accelerating amortization of the subordinated notes. Evidently, pro rata transactions lead to a certain degree of tail-end risk for the senior notes if defaults occur later in the transaction's life. For this reason, we normally test delayed recession or backloaded default curves in pro rata transactions.

The most typical mitigants are performance-related and normally, once breached, determine sequential amortization that cannot be reverted. Additional mitigants such as principal deficiency ledger triggers or clean-up call conditions may apply.

  • Principal deficiency ledger: A mechanism by which losses (or defaults in jurisdictions where recovery timings are longer) are recorded on a ledger. Typically, when the losses or defaults recorded on the ledger exceed a certain threshold, excess spread in the transaction is trapped and used to cure losses, accelerating the repayment of the notes. We model this structural feature in our cash flow model.
  • Clean-up call condition: Typically, it may be exercised when the collateral balance of the portfolio goes below 10% of the initial balance. If exercised, we believe this reduces tail-end risk.

Prime Collateral Underlies Robust Performance

Overall, the following factors collectively contribute to the strength of the European auto ABS market:

  • Consistent and stable performance;
  • A well-established and favorable legal framework;
  • Accessibility as a reliable source of funding; and
  • A practical and efficient risk transfer option.

Asset quality is typically prime in Europe, supported by historically low losses. Delinquencies and net losses usually remain negligible in mainland Europe. Also, in the U.K.--a market with some near-prime portfolios--net losses remain low. That said, on a relative basis, prime transactions still significantly outperform near-prime transactions (see charts 4 and 5).

Chart 4

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Chart 5

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Our rating transitions also reflect strong asset quality within portfolios in recent years, with upgrades significantly exceeding downgrades. No auto ABS tranches have defaulted to date (see chart 6).

Chart 6

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New Trends

Auto ABS structures

Historically, auto ABS transactions have been structured with one to two classes of rated notes. The most senior liability would normally be 'AAA'-rated while the class B notes would typically be rated between 'AA' and 'A'. Nevertheless, over the past three to four years, transaction structures have been shifting toward so-called "full capital stack" structures for various reasons including:

  • To address new funding needs stemming from the phase-out of the purchase programs led by central banks;
  • To address recent higher demand from investors for higher yielding instruments;
  • To account for capital relief considerations for originators; and
  • To achieve significant risk transfer.

Also, recent monetary policy revisions adopted by the European Central Bank (ECB) and the Bank of England have once again changed issuance dynamics. While during and immediately after the COVID-19 pandemic, retained transactions were more popular, investor-placed issuance volumes have returned to pre-pandemic levels (see chart 7).

Chart 7

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Transition to used vehicles

Used vehicle auto securitizations have become more common. This was initially partly due to higher margins, which can generally be charged on used auto loans. However, this trend became even more pronounced following COVID-19 related new vehicle shortages, which also caused used car prices to soar (see chart 8). Despite most shortages being resolved, used car prices remain high. Consequently, portfolios comprising used vehicles as collateral--especially in non-captive portfolios--continue to rise. While lower new vehicle registrations may temper issuance, we believe this may be counterbalanced by a higher issuance of portfolios backed by mainly used vehicles.

Chart 8

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Transition to electric vehicles

As part of their commitment to the net-zero green transition, original equipment manufacturers (OEMs) are shifting their production and sale models toward electric vehicles. Certain countries are adopting electric vehicles faster than others, such as Germany and the U.K., given broad and country-specific subsidies and tax discounts, and the infrastructure available (see chart 9).

Chart 9

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Captive portfolios contain a greater proportion of electric vehicle assets. The share of electric vehicle assets in German auto ABS pools normally varies between 10% and 30%, but some exceptions apply.

Chart 10

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Interestingly, the volume of vehicles entering the secondhand car market has been low. We believe the following factors have contributed to this trend:

  • OEMs prioritize their electric vehicle lease contract products so they can have more control of the vehicle's residual value. Additionally, the industry is moving toward an extension of the typical three- to four-year lease term to up to nine years. This will extend the time it takes for electric vehicles to reach the secondary market.
  • Available subsidies and allowances mainly apply to new electric vehicles.

The fact that those vehicles do not hit the used car market reduces the availability of adequate data on residual values for electric vehicles. Also, currently data show that electric vehicles' residual values are lower than combustion engines. For those reasons, our analytical approach may apply greater residual value and recovery stresses for transactions containing a high proportion of electric vehicle assets.

Shift toward lease products and subscription models

Historically, loans have been the most common form of vehicle financing in Europe. However, leasing has become increasingly popular as a more flexible finance product for customers. This, in turn, has increased auto lease assets within securitized portfolios (see chart 11).

Chart 11

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The subscription model is also becoming more popular, with several OEMs offering a broad range of options. For instance, customers can now subscribe to some infotainment software of their leased vehicles, but also have the option to subscribe to usage of the vehicles (see chart 12).

Chart 12

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Quantitative tightening and negative excess spread

Average interest rates charged to customers have been gradually falling since 2009 and have only recently started to increase. On the other hand, the ECB's main refinancing operations rate has rapidly increased from 0% in July 2022 to 4.5% in September 2023. Similarly, also in the U.K. the policy rates have materially increased across the same time span. Consequently, the cost of swaps and liabilities in ABS transactions has significantly and quickly increased. That said, over the same period, the average interest rate charged on auto portfolios rose by a much smaller extent.

Chart 13

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Although interest rates are now rising, it will take some time before the underlying collateral of auto ABS transactions can fully offset these higher rates. Therefore, originators and arrangers have created various features to help mitigate lower excess spread in their transactions.

  • Fee reserves: These reserves lower the transaction maintenance cost for the special-purpose entity (SPE) as the originators fund a reserve that covers the stressed servicing fee throughout the transaction's life. We normally apply a stressed servicing fee because if the servicer becomes insolvent, the SPE will need to offer fees that are at or above market standard to attract a replacement servicer. These reserves may be funded at closing or upon a rating trigger being breached.
  • Higher discount rates: Excess spread is artificially created by increasing the discount at which the portfolio is sold to the SPE.
  • Swap paid upfront: The originator may pay the swap counterparties at closing, outside of the payment waterfall. This reduces the issuer's overall cost.
  • Cash support: Originators commit to compensate the negative difference between the transaction's cost and the portfolio's yield through a cash transfer mechanism.

Loans And Leases: Specific Features, Main Risks, And Our Considerations

Table 5

Auto loans
Description Our considerations
Recoveries: Secured versus unsecured jurisdictions Normally, considered a secured product. As the car's ownership is typically only transferred to the borrower once the financed amount is completely repaid, the lender can transfer the title to the SPE which will legally own the vehicle until maturity. This explains the relatively high recovery rate usually seen in EMEA, except for in Italy and Spain due to their legal frameworks. In these jurisdictions, the borrowers are the vehicle owners from inception. The unsecured nature of these products in Spain and Italy results in generally lower recoveries than in other jurisdictions. We review historical recovery data benchmarking it with peers from the same jurisdictions to size our recovery base case and the respective haircuts for different rating levels.
Balloon risk: An indirect market value risk If the borrower has insufficient funds to repay the balloon amount at maturity, the vehicle sale proceeds in the secondary market may be insufficient to repay the remaining debt. This can expose the issuer to market risk. But, as the borrowers remain contractually liable for their debts, it is only an indirect type of market risk. The borrowers "remain on the hook" and need to pay the total balloon payment, even if the potential vehicle sale proceeds are insufficient. At maturity the borrower can decide whether to pay the balloon installment and become the vehicle owner, or to sell it in the secondary market and use the proceeds to repay the final installment to the lender. Balloon loans have evolved over time, and the options offered to borrowers at maturity have increased. One of the main options at maturity is for borrowers to return the vehicle to the dealer and then either refinance the outstanding debt or enter a new loan contract receiving another, newer, vehicle. Sometimes, as part of the loan agreement, a third-party (normally the dealer) is contractually obliged to repurchase the car from the borrower at a price equal to the balloon installment. The dual recourse feature, first to the borrower, then to the dealer partially mitigates balloon risk for the SPE. However, in our analysis we do not normally rely on these third-party agreement types. Dealers are normally non-rated entities, and we expect them to be bankrupt especially in investment-grade scenarios.

We incorporate the presence of balloon loans in our analysis by assuming a rating-specific balloon loss. This loss aims to capture the risk of the payment shock described above which is not usually captured by the historical loss data.

Table 6

Auto leases
Description Our considerations
Residual value risk In the case of leases, this is a direct market risk for the SPE. The issuer is typically the owner of the assets. This means that at maturity, if the lessees decide not to purchase the vehicle, the issuer needs to sell the vehicle on the secondary market. Consequently, in a market downturn, the sale proceeds may be lower than the base residual value amount. This directly exposes the SPE to residual value risk (market risk). We account for residual value exposure in our analysis, considering three main factors:

(1)The portion of residual value in the securitized pool.

(2)The portion of lessees that will not purchase the vehicles.

(3)The portion of dealers that will not repurchase the vehicles from the lessees (due to dealer default rate), if any buy-back agreements apply.

Additionally, we consider several additional features such as pool characteristics, residual value setting policies, historical data, current secondary market developments, and among others the servicer's experience.

Termination risk The risk that arises if lease contracts are prematurely terminated if the lessor becomes insolvent. In such cases, an insolvency officer could choose to terminate the lease contracts and request the lessees to return the leased assets. Although the proceeds of such sale could exceed the original residual values, they may be insufficient to offset the remaining lease payments to the SPE.

The risk profile of a securitization where all leased assets need to be liquidated at once due to lessor insolvency differs from one where cash flows are based on ongoing lease payments and asset sales at maturity.

Termination risk can also arise when related services (such as repairs, annual servicing, etc.) are tied to lease contracts and are no longer provided due to lessor insolvency. Lessees may have the right to terminate the lease contracts even when the related services are not securitized.

We evaluate the right to terminate as it depends on the relevant jurisdiction. In cases where this risk is present, we typically account for provisioned mitigants. Among others, the existence of a back-up servicer or maintenance coordinator incorporated from closing.

The growth of the auto lease industry and associated lease-linked services has introduced an additional set of risks for transactions backed by such assets (see table 8).

Table 7

Additional risks for auto lease transactions
Description Our considerations
Maintenance This is the main type of service offered in operating lease contracts, which entail, for example, replacement of summer/winter tires, oil change, and repairs. A constant fee normally covers these services over the contract's life. However, maintenance costs naturally increase over time. Initially a mismatch applies between low maintenance costs and relatively high fees in the first stages of the contract and vice versa. This is why maintenance fees are set with a buffer when the contract is agreed (which includes a profit component for the servicer). The profit component erodes and may become a loss component as the contract seasons and the vehicle requires more maintenance. Since maintenance provision can become a deficit-business, following the servicer's insolvency, the administrator could terminate the vehicles' maintenance. Also, the lessees may terminate the contracts themselves if the maintenance services are no longer provided. In auto lease ABS transactions, a maintenance reserve covering increasing servicing costs normally mitigates termination risk. The initial buffer between the collected maintenance fees and the maintenance cost is deposited in a ledger/reserve. If the servicer becomes insolvent or fails to provide these services, the issuer may draw the reserve, if the buffer erodes and servicing costs exceed collections. In other cases, the maintenance reserves may be fixed and funded as a static percentage of the closing collateral pool.
Mileage variation adjustment (MVA) Lessees will be refunded if they drive less mileage than the contract allows. Therefore, the installment may also be decreased. If the allowed mileage is exceeded, lessees need to pay the over-mileage to the servicer and their installments may also increase. A MVA due to under-mileage creates a risk for the issuer but also benefits them in the over-mileage scenario. Our analysis is normally based, among other factors, on historical data relating to under- or over-payments.
Year-end calculation payments Some lease contracts give lessees the right to access part of the sales proceeds if they exceed the contractual residual value. These payments are normally offered to customers with a larger fleet of leased vehicles and very rarely to private customers. Since these payments create a loss risk for the issuer, we normally stress this in our cash flow models.
Other risks stemming from the servicer's bankruptcy and typical mitigants

Commingling risk.  The risk that if a bankrupt servicer is subject to liquidation, funds belonging to the SPE may be commingled with the servicer's estate. The typical mitigants we observe in European auto ABS transactions are commingling reserves and declaration of trusts over servicer bank accounts.

Setoff risk.  This risk arises when the obligors have certain counterclaims against the seller that can be exercised against the assets which form the issuer's property. In this event the collateral balance could be reduced, and the issuer would suffer a loss. Several types of setoff risk apply, such as deposit, employee, and insurance. Reserves can mitigate this risk, as well as eligibility criteria and portfolio limits.

Appendix

Specific jurisdictional considerations for auto ABS transactions
Specific characteristics Our considerations
Germany Lease transactions may be exposed to trade tax risk and VAT risk. We size for trade tax and VAT in our cash flow model.
Revocation: some borrowers may have the option to hand back the vehicle and may be entitled to receive back the amounts already paid to the lender. Historical data show revocation is not producing material losses for German auto ABS transactions, and our approach is on a deal-specific basis.
Amortizing commingling reserves. We test the impact of commingling loss later in the transaction's life to test rating sensitivity.
U.K. and Ireland Voluntary terminations. Borrowers may have the right to discharge their full obligation to the lender once the contract's outstanding balance is below 50% of the original obligation. Borrowers can decide to return the vehicle to the lender at any point in time. PCP, HP, and LP contracts all entail this option for borrowers. The lender/seller, which remains the owner of the asset, may be exposed to a loss depending on the vehicle's value when the voluntary termination option is executed. We set a base-case for voluntary termination losses and recoveries.
Declaration of trust. Commingling risk in the U.K. and Ireland is usually only a liquidity risk. The declaration of trust gives comfort that in a servicer's bankruptcy, the funds will not be commingled but transferred to the SPE. However, if no downgrade language applies to a third-party collection provider, we might stress a commingling loss.
France Fonds commun de titrisation (FCT). The French securitization law defines the issuer's bankruptcy remoteness. Although different setups apply, FCTs are the most common vehicle in the French ABS market. True sale is a legal concept and therefore issuers are not exposed to claw-back risk.
Usury rates cap interest rates charged on the loan contracts. Some contracts may be voided because the applied interest rate exceeds the applied usury threshold. We consider this in our analysis.
Italy In auto loans, the vehicle's title remains with the borrowers. Historically, due to lack of security over the vehicle, realized recoveries are low.
In auto leases, the title typically remains with the originator and the residual values are not securitized. The legal analysis relating to the assignability of residual values to the issuer in Italian transactions does not normally provide enough comfort for us to provide credit for them.
Spain Reservation of title. The lender has the option to register the credit over the vehicle into a public registry. This prevents a third-party and therefore creates security over the asset. Not all contracts have this reservation title as it adds costs to the transaction. In our analysis, we normally consider the two different cases.
Usury rates indirectly cap interest rates charged on the loan contracts. Some contracts may be voided because the applied interest rate exceeds the applied usury threshold. We consider this in our analysis.
Fondo de Titulización (FDT). This is a similar concept to the French FCT. True sale is a legal concept and therefore issuers are not exposed to claw-back risk.
Portugal Retention of title as in Spain. There is an option for the lender to register the credit onto a public registry. We normally assign higher recoveries to registered assets than unregistered assets.
Sociedade de titularização de créditos (STC). This is a similar concept to the French FCT or Spanish FDT. The securitization law mitigates claw-back risk as the assignment of credits for securitization under the law can only be challenged in the case of bad-faith assignments.
Bank of Portugal publishes a matrix that regulates the applicable interest rate. Applicable interest rates are more tightly regulated than in Spain. We take the applicable interest rate matrix into account in our analysis.

Related Research

Editor: Claire Ellis.

This report does not constitute a rating action.

Primary Credit Analyst:Roberto Amato, Frankfurt + 49 69 3399 9161;
roberto.amato@spglobal.com
Secondary Contact:Matthew Aitken, Frankfurt +49 69 3399 9153;
matthew.aitken@spglobal.com

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