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The transferor, its consolidated affiliates included in the financial statements being presented, or its agents do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets (see paragraph 860-10-40-22A). A transferor’s effective control over the transferred financial assets includes, but is not limited to, any of the following:
Excerpt from ASC 860-10-40-24
An agreement that both entitles and obligates the transferor to repurchase or redeem transferred financial assets from the transferee maintains the transferor’s effective control over those assets as described in paragraph 860-10-40-5(c)(1), if all of the following conditions are met:
With respect to the condition in (a) in paragraph 860-10-40-24 to maintain effective control under the condition in paragraph 860-10-40-5(c) as illustrated in paragraph 860-10-40-5(c)(1), the transferor must have both the contractual right and the contractual obligation to repurchase or redeem financial assets that are identical to those transferred or substantially the same as those concurrently transferred. Transfers that include only the right to reacquire, at the option of the transferor or upon certain conditions, or only the obligation to reacquire, at the option of the transferee or upon certain conditions, may not maintain the transferor's control, because the option might not be exercised or the conditions might not occur. Similarly, expectations of reacquiring the same securities without any contractual commitments (for example, as in wash sales) provide no control over the transferred securities.
This guidance illustrates the concept in paragraph 860-10-40-35 that a transferor maintains effective control if it has a right to reclaim specific transferred assets by paying fair value and also holds the residual interest in the transferred financial assets. If a transferor holds the residual interest in securitized financial assets and can reclaim the transferred financial assets at termination of the securitization entity by purchasing them in an auction, and thus at what might appear to be fair value, then sale accounting for the transfer of those financial assets it can reclaim would be precluded. Such circumstances provide the transferor with a more-than-trivial benefit and effective control over the financial assets, because it can pay any price it chooses in the auction and recover any excess paid over fair value through its residual interest in the transferred financial assets.
Effective control over transferred financial assets can be present even if the right to reclaim is indirect. For example, if a call allows a transferor to buy back the beneficial interests at a fixed price, the transferor may maintain effective control of the financial assets underlying those beneficial interests. If the transferee is an entity whose sole purpose is to engage in securitization or asset-backed financing activities, that entity may be constrained from choosing to pledge or exchange the transferred financial assets. In that circumstance, any call held by the transferor on third-party beneficial interests is effectively an attached call on the transferred financial assets. Depending on the price and other terms of the call, the transferor may maintain effective control over the transferred financial assets.
Excerpt from ASC 860-10-40-32
An embedded call option would not result in the transferor’s maintaining effective control because it is the issuer rather than the transferor who holds the call option and the call option does not provide more than a trivial benefit to the transferor. For example, a call embedded by the issuer of a callable bond or the borrower of a prepayable mortgage loan would not provide the transferor with effective control over the transferred financial asset.
The following are examples of removal-of-accounts provisions that preclude transfers from being accounted for as sales:
The following are examples of removal-of-accounts provisions that do not preclude transfers from being accounted for as sales:
Definitions from ASC 860-10-20
Cleanup Call Option: An option held by the servicer or its affiliate, which may be the transferor, to purchase the remaining transferred financial assets, or the remaining beneficial interests not held by the transferor, its affiliates, or its agents in an entity (or in a series of beneficial interests in transferred financial assets within an entity) if the amount of outstanding financial assets or beneficial interests falls to a level at which the cost of servicing those assets or beneficial interests becomes burdensome in relation to the benefits of servicing.
Affiliate: A party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity.
Type of option |
Eligible for sale accounting? |
1. Fixed-price call option attached to transferred entire financial assets or to a group of entire transferred financial assets: |
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On any (all) transferred financial asset(s), and unilaterally exercisable at any time |
No, because the transferor can unilaterally cause the holder to return the transferred financial assets and the call’s fixed price provides a more-than-trivial benefit. See ASC 860-10-55-41(a). |
On certain specified assets within a group of transferred assets, and the transferor can unilaterally reclaim (call) the specific assets at any time |
Specific transferred assets subject to the call option are not eligible for sale accounting, as the transferor maintains effective control over them. However, sale accounting is precluded only for the specified loans subject to the call, not the entire transferred group. |
On excess financial assets from a group of transferred financial assets and the transferor cannot unilaterally choose the assets (random removal) |
Yes, provided the ability to randomly remove the transferred financial assets is sufficiently limited, and the circumstances giving rise to any such excess are not within the control of the transferor. See ASC 860-10-55-41(b). |
On a remaining portion of a transferred financial asset (e.g., when the remaining principal balance of a transferred amortizing loan (or group of transferred loans) reaches 20% of its (or the group’s) unpaid principal balance at the transfer date), and the arrangement does not qualify as a cleanup call. |
No, because the option becomes exercisable in response to an event certain to occur (amortization of the underlying loans), and a transfer cannot be accounted for partially as a sale and partially as a secured borrowing. Thus, sale accounting for the entire transferred asset is precluded. See ASC 860-10-55-68 and ASC 860-10-55-68A. |
Conditional call option (contingency not within the control of the transferor and not certain to occur) |
Yes, but it must be reassessed as an unconditional call option if and when the contingent condition occurs. |
2. Unconditional fixed-price call option embedded in transferred entire financial assets or beneficial interests therein: |
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Embedded by issuer of the asset |
Yes, because it is the issuer that holds the call, not the transferor, and thus the call does not provide the transferor with effective control. See ASC 860-10-40-32. |
Embedded by a transferor in beneficial interests in transferred financial assets held by third parties |
Evaluate whether embedded option allows the transferor to indirectly maintain control. May be considered an attached call on the underlying transferred financial assets in certain instances. See ASC 860-10-40-28A. |
3. Unconditional attached call option at fair value on entire financial assets or groups of entire financial assets: |
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On assets readily obtainable |
Possibly yes, as a call at fair value may not convey more-than-a-trivial benefit to a transferor, subject to considering all relevant facts and circumstances, including the commercial rationale for the call. See ASC 860-10-40-28(c). However, if the transferor holds the residual interest in transferred financial asset that have been securitized, the call is presumed to provide more-than-a-trivial benefit, and sale accounting will be precluded. See ASC 860-10-55-42(b). This conclusion extends to transferred financial assets subject to auction arrangements in which the transferor may participate, as discussed in ASC 860-10-55-42A. |
On assets not readily obtainable |
No. By providing the transferor with the ability to reacquire financial assets not readily obtainable in the marketplace, the call provides the transferor with more-than-a-trivial benefit. |
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