陶小凡-
担保债务凭证(Collateralized Debt Obligation，简称CDO)，其实是一系列被证券化的抵押债务，其中包括公债或私人抵押贷款，抵押资产通常为：房屋，汽车，信用卡等等...
一般债务被债券化以后由一些专门的信用评级机构来评级。有偿还能力的为优等资产，信用评级为AAA+。无偿还能力的或风险高的债务，它评级就会很低，例如C或D。优等债券的市场需求往往要远远高于劣等债券。
CDO的问题就在于，由于美国鼓励穷人买房，但穷人的偿还力是很低的。那么投资银行就想办法把这些没有偿还力的不良债务与其它优良债务混合打包成CDO。由于CDO又可以被包装成另一个CDO2，CDO2由可以被包装成CDO3，以此类推。到最后那个CDO8的复杂结构使得信用评级机构的评级标准失灵，难以发现里面的不良债务。 （举个例子，一个烂苹果是卖不出去的，但是把它混入一袋好苹果里面就可以以好苹果的价格出售）
然后这些混着大量不良债务的CDO们又被保险公司们加保、再次包装。（就好比给那袋苹果贴上保质标签）就这样坏东西被反复的包装，保险就成了好东西。由于保险公司也远远低估了这些CDO的风险，使得这些CDO就好比一颗颗随时会爆炸的定时炸弹。而他们又在金融市场上被不断交易，炒作。
最终美国房价上扬，穷人偿还不起债务。这些CDO们就一个个爆炸了，投资银行的这些抵押债券（CDO）成了废纸。保险公司赔到倒闭也赔不起。
皮皮-
如果中英文皆可的话,我觉得英文的资料更权威和想尽:
Collateralized debt obligations (CDOs) are an unregulated type of asset-backed security and structured credit product. CDOs are constructed from a portfolio of fixed-income assets. These assets are divided by the issuer into different tranches: senior tranches (rated AAA), mezzanine tranches (AA to BB), and equity tranches (unrated). Losses are applied in reverse order of seniority and so junior tranches offer higher coupons (interest rates) to compensate for the added default risk. Since 1987, CDOs have become an important funding vehicle for fixed-income assets.
Some news and media commentary blame the financial woes of the 2007-2008 credit crunch on the complexity of CDO products, and the failure of risk and recovery models used by credit rating agencies to value these products. Some institutions buying CDOs lacked the competency to monitor credit performance and/or estimate expected cash flows. On the other hand, some academics maintain that because the products are not priced by an open market, the risk associated with the securities is not priced into its cost and is not indicative of the extent of the risk to potential purchasers.[1] As many CDO products are held on a mark to market basis, the paralysis in the credit markets and the collapse of liquidity in these products led to substantial write-downs in 2007. Major loss of confidence occurred in the validity of the process used by ratings agencies to assign credit ratings to CDO tranches and this loss of confidence persists into 2008.
Contents
[hide]
* 1 Market history and growth
* 2 Concept
* 3 Structures
* 4 Taxation of CDOs
* 5 Types of CDOs
* 6 Types of Collateral
* 7 Transaction Participants
o 7.1 Investors
o 7.2 Underwriter
o 7.3 The Asset Manager
o 7.4 The Trustee and Collateral Administrator
o 7.5 Accountants
o 7.6 Attorneys
* 8 Subprime mortgage crisis
* 9 See also
* 10 References
* 11 External links
[edit] Market history and growth
The first CDO was issued in 1987 by bankers at now-defunct Drexel Burnham Lambert Inc. for Imperial Savings Association, a savings institution that later became insolvent and was taken over by the Resolution Trust Corporation on June 22, 1990.[2][3][4] A decade later, CDOs emerged as the fastest growing sector of the asset-backed synthetic securities market. This growth may reflect the increasing appeal of CDOs for a growing number of asset managers and investors, which now include insurance companies, mutual fund companies, unit trusts, investment trusts, commercial banks, investment banks, pension fund managers, private banking organizations, other CDOs and structured investment vehicles.
CDOs offered returns that were sometimes 2-3 percentage points higher than corporate bonds with the same credit rating.
It may also reflect the greater profit margins that CDOs provide to their manufacturers.
A major factor in the growth of CDOs was the 2001 introduction by David X. Li of Gaussian copula models, which allowed for the rapid pricing of CDOs. [5][6]
According to the Securities Industry and Financial Markets Association, aggregate global CDO issuance totaled US$ 157 billion in 2004, US$ 272 billion in 2005, US$ 552 billion in 2006 and US$ 503 billion in 2007.[7] Research firm Celent estimated the size of the CDO global market to close to $2 trillion by the end of 2006.[8]
[edit] Concept
CDOs vary in structure and underlying assets, but the basic principle is the same. Essentially a CDO is a corporate entity constructed to hold assets as collateral and to sell packages of cash flows to investors. A CDO is constructed as follows:
* A special purpose entity (SPV) acquires a portfolio of credit. Common assets held include mortgage-backed securities, Commercial Real Estate (CRE) debt, and high-yield corporate loans.
* The SPV issues different classes of bonds and equity and the proceeds are used to purchase the portfolio of credits. The bonds and equity are entitled to the cash flows from the portfolio of credits, in accordance with the Priority of Payments set forth in the transaction documents. The senior notes are paid from the cash flows before the junior notes and equity notes. In this way, losses are first borne by the equity notes, next by the junior notes, and finally by the senior notes. In this way, the senior notes, junior notes, and equity notes offer distinctly different combinations of risk and return, while each reference the same portfolio of debt securities.
A CDO investor takes a position in an entity that has defined risk and reward, not directly in the underlying assets. Therefore, the investment is dependent on the quality of the metrics and assumptions used for defining the risk and reward of the tranches.
The issuer of the CDO, typically an investment bank, earns a commission at time of issue and earns management fees during the life of the CDO. An investment in a CDO is therefore an investment in the cash flows of the assets, and the promises and mathematical models of this intermediary, rather than a direct investment in the underlying collateral. This differentiates a CDO from a mortgage or a mortgage-backed security (MBS).
The loss of an investor"s principal is applied in reverse order of seniority (i.e., highest credit risk tranches to lowest). The senior tranche is protected by the subordinated security structure; thus, it is the most highly rated tranche. The equity tranche (also known as the first-loss tranche or "toxic waste") is most vulnerable, and has to offer higher coupons to compensate for the higher risk.
Creating CDOs from other CDOs creates enormous problems for accounting, allowing large financial institutions to move debt off their books by pooling their debt with other financial institutions and then bringing these debts back on to their books calling it a Synthetic CDO asset. [9] This not only has allowed financial institutions to hide their losses, but has allowed them to inflate their earnings.[10] This has the unfortunate effect of doubling potential losses book-wise[11].
[edit] Structures
CDO is a broad term that can refer to several different types of products. They can be categorized in several ways. The primary classifications are as follow:
Source of funds -- cash flow vs. market value
* Cash flow CDOs pay interest and principal to tranche holders using the cash flows produced by the CDO"s assets. Cash flow CDOs focus primarily on managing the credit quality of the underlying portfolio.
* Market value CDOs attempt to enhance investor returns through the more frequent trading and profitable sale of collateral assets. The CDO asset manager seeks to realize capital gains on the assets in the CDO"s portfolio. There is greater focus on the changes in market value of the CDO"s assets. Market value CDOs are longer-established, but less common than cash flow CDOs.
Motivation -- arbitrage vs. balance sheet
* Arbitrage transactions (cash flow and market value) attempt to capture for equity investors the spread between the relatively high yielding assets and the lower yielding liabilities represented by the rated bonds. The majority, 86%, of CDOs are arbitrage-motivated[12].
* Balance sheet transactions, by contrast, are primarily motivated by the issuing institutions" desire to remove loans and other assets from their balance sheets, to reduce their regulatory capital requirements and improve their return on risk capital. A bank may wish to offload the credit risk in order to reduce its balance sheet"s credit risk.
Funding -- cash vs. synthetic
* Cash CDOs involve a portfolio of cash assets, such as loans, corporate bonds, asset-backed securities or mortgage-backed securities. Ownership of the assets is transferred to the legal entity (known as a special purpose vehicle) issuing the CDO"s tranches. The risk of loss on the assets is divided among tranches in reverse order of seniority. Cash CDO issuance exceeded $400 billion in 2006.
* Synthetic CDOs do not own cash assets like bonds or loans. Instead, synthetic CDOs gain credit exposure to a portfolio of fixed income assets without owning those assets through the use of credit default swaps, a derivatives instrument. (Under such a swap, the credit protection seller, the CDO, receives periodic cash payments, called premiums, in exchange for agreeing to assume the risk of loss on a specific asset in the event that asset experiences a default or other credit event.) Like a cash CDO, the risk of loss on the CDO"s portfolio is divided into tranches. Losses will first affect the equity tranche, next the mezzanine tranches, and finally the senior tranche. Each tranche receives a periodic payment (the swap premium), with the junior tranches offering higher premiums.
A synthetic CDO tranche may be either funded or unfunded. Under the swap agreements, the CDO could have to pay up to a certain amount of money in the event of a credit event on the reference obligations in the CDO"s reference portfolio. Some of this credit exposure is funded at the time of investment by the investors in funded tranches. Typically, the junior tranches that face the greatest risk of experiencing a loss have to fund at closing. Until a credit event occurs, the proceeds provided by the funded tranches are often invested in high-quality, liquid assets or placed in a GIC (Guaranteed Investment Contract) account that offers a return that is a few basis points below LIBOR. The return from these investments plus the premium from the swap counterparty provide the cash flow stream to pay interest to the funded tranches. When a credit event occurs and a payout to the swap counterparty is required, the required payment is made from the GIC or reserve account that holds the liquid investments. In contrast, senior tranches are usually unfunded since the risk of loss is much lower. Unlike a cash CDO, investors in a senior tranche receive periodic payments but do not place any capital in the CDO when entering into the investment. Instead, the investors retain continuing funding exposure and may have to make a payment to the CDO in the event the portfolio"s losses reach the senior tranche. Funded synthetic issuance exceeded $80 billion in 2006. From an issuance perspective, synthetic CDOs take less time to create. Cash assets do not have to be purchased and managed, and the CDO"s tranches can be precisely structured.
* Hybrid CDOs are an intermediate instrument between cash CDOs and synthetic CDOs. The portfolio of a hybrid CDO includes both cash assets as well as swaps that give the CDO credit exposure to additional assets. A portion of the proceeds from the funded tranches is invested in cash assets and the remainder is held in reserve to cover payments that may be required under the credit default swaps. The CDO receives payments from three sources: the return from the cash assets, the GIC or reserve account investments, and the CDS premiums.
Single-tranche CDOs
The flexibility of credit default swaps is used to construct Single Tranche CDOs (bespoke CDOs) where the entire CDO is structured specifically for a single or small group of investors, and the remaining tranches are never sold but held by the dealer based on valuations from internal models. Residual risk is delta-hedged by the dealer.
Variants
Unlike CDOs, which are terminating structures that typically wind-down or refinance at the end of their financing term, Structured Operating Companies are permanently capitalized variants of CDOs, with an active management team and infrastructure. They often issue term notes, commercial paper, and/or auction rate securities, depending upon the structural and portfolio characteristics of the company. Credit Derivative Products Companies (CDPC) and Structured Investment Vehicles (SIV) are examples, with CDPC taking risk synthetically and SIV with predominantly "cash" exposure.
meira-
担保债务凭证(Collateralized Debt Obligation，简称CDO)，资产证券化家族中重要的组成部分。它的标的资产通常是信贷资产或债券。这也就衍生出了它按资产分类的重要的两个分支：CLO(Collateralised Loan Obligation)和CBO(Collateralised Bond Obligation)。前者指的是信贷资产的证券化，后者指的是市场流通债券的再证券化。但是它们都统称为CDO。
担保债务凭证(Collateralized Debt Obligation, CDO)是一种固定收益证券，现金流量之可预测性较高，不仅提供投资人多元的投资管道以及增加投资收益，更强化了金融机构之资金运用效率，移转不确定风险。凡具有现金流量的资产，都可以作为证券化的标的。通常创始银行将拥有现金流量的资产汇集群组，然后作资产包装及分割，转给特殊目的公司（SPV），以私募或公开发行方式卖出固定收益证券或受益凭证。CDO背后的为一些债务工具，如高收益的债券、新兴市场公司债或国家债券、银行贷款或其它次顺位证券。传统的ABS其资产池可能为信用卡应收帐款、现金卡应收帐款、租赁租金、汽车贷款债权等，而CDO背后的支撑则是一些债务工具， 如高收益的债券( high - yield bonds)、新兴市场公司债或国家债券(Emerging Market Corporate Debt、Sovereign)，亦可包含传统的ABS（Assets Backed Securities）、住宅抵押贷款证券化(Residential Mortgage-Backed Securities, RMBS)及商用不动产抵押贷款证券化( Commercial Mortgage-Backed Securities, CMBS)等资产证券化商品。
【CDO的结构】
CDO的发行系以不同信用质量区分各系列证券。基本上，分为高级(Senior)、夹层(Mezzanine)，和低级/ 次顺位( Junior /Subordinated)三系列；另外尚有一个不公开发行的系列，多为发行者自行买回，相当于用此部分的信用支撑其它系列的信用，具有权益性质，故又称为权益性证券(Equity Tranche)，当有损失发生时，由股本系列首先吸收，然后依次由低级、中级(通常信评为B水平)高级系列(常信评为A水平)承担(不过在许多文献及实例中，将次顺位债券称为股本系列，亦即认为CDO结构分为高级、中级及股本系列)。换言之，CDO对信用加强系借助证券结构设计达成，不像一般ABS较常利用外部信用加强机制增加证券的安全性。次顺位、中级及高级系列亦可再依利率分割为小系列，例如，固定利率与浮动利率之别、零息与附息之分等等，以适合不同投资人的口味。各系列金额的决定需视所要达到的评等及最小筹资成本两大因素决定。通常，高级系列占整体最大的比率，中级系列约为5%∼15%，股本系列占2%∼15%。下图为目前市场中常见的CDO证券结构。
【CDO历史】
最早的CDO是由Drexel Burnham Lambert I在1987年发行的。十几年后，CDO成为快速发展的资产证券之一。CDO快速的增长是收到众多理财经理，基金经理，保险公司，投资银行，退休基金的亲睐。最关键的是，2001年 David X. Li介绍了Gaussian copula models，提供给CDO快速的定价方式，使CDO能够广泛的在市场流通。根据Securities Industry and Financial Markets Association，2004年CDO总共发行1570亿美元，2005年—2720亿，2006年5520亿，2007年5030亿。
以美国为首的国际证券化市场发展已久，而且商品种类多样化，其中，CDO是近年来成长极为迅速的证券化商品之一。国际金融资产证券化市场始于1970年代，商品种类多样化，其中担保债务凭证（Collateralized Debt Obligation，CDO）是近来快速成长的证券化商品。2004年全球的总发行量为9,025亿美金，至2005年全球总发行量为6,650亿美金。在欧洲地区，该市场已经发展十分成熟；而亚洲地区的日本，CDO市场亦从2000年几乎为零的发行量，成长至2004年的3兆余日圆，发展速度相当惊人。由于CDO的利率通常较定存或是一般公债来得高，在现今的微利时代，已成为国际间相当热门的投资商品。预料担保债务凭证市场将会在未来金融领域里，占有重要的一席之地。