# Patent

## Title
System and method for providing borrow coverage services to short sell securities

## Abstract

The present invention is directed to providing borrow coverage services to clients by a conduit lender, while the conduit lender maintains a flat position. The source of supply for the loans is a liquidity pool from existing agent lenders that have enrolled the conduit lender as a borrower.

## Background
This application claims priority to U.S. Provisional Application No. 61/305,896, filed Feb. 18, 2010, the contents of which are hereby incorporated by reference in its entirety.


BACKGROUND OF THE INVENTION
The present invention relates generally to the field of lending, and more particularly, lending conducted through a conduit lender so as to enable the conduit lender to maintain a flat position. In preferred embodiments, the present invention is directed to systems and methods for providing borrow coverage services to clients short selling securities.
A short sale of a security is a transaction in which a seller borrows securities in order to sell the borrowed securities in anticipation of a decrease in the market price. The seller will then in turn buy the security back at a lower price to earn a profit, which is calculated as the difference between the initial selling price and the repurchase price, and return the securities to the lender.
Of course, there are financial risks involved with this strategy, as with any investment strategy. With short sales, if the price of the securities increases, the seller will take a loss on the sale. Also, when borrowing the securities, the interest rates offered by typical lenders in short sales, e.g., prime brokerage firms, may be extremely high due to the risk involved. While there are lenders which offer competitive rates, there are some borrowers that cannot interface directly with certain lenders that are in a position to provide more competitive loan rates. However, these same lenders may interface directly with higher institutions carrying a strong credit rating (e.g., a large banking entity) in which the foregoing disadvantaged borrowers have established relationships. Accordingly, there is a desire to leverage the foregoing established relationships between higher institutions and disadvantaged borrowers to allow for the availability of more competitive loan rates, particularly in the arena of borrow coverage for clients of the higher institution engaged in the short selling of securities.
The solution presented by the present invention is based on a “conduit lending” or “riskless principal” transaction, whereby a loan made by lenders to the banking entity is onward delivered to borrowers, and whereby the collateral delivered by borrowers to the banking entity is onward delivered to lenders, thereby perfecting a net flat position for the banking entity.
SUMMARY OF THE INVENTION
The object of the present invention is to provide borrow coverage services to clients while maintaining a flat position. In providing borrow coverage services, a principal agent, or conduit lender, executes loans and borrows to enable e.g., short sellers to settle their trades. The conduit lender's position remains flat however, because the source of supply is a liquidity pool from existing agent lenders that have enrolled the conduit lender as a borrower.
Therefore, in certain embodiments, the present invention is directed to a method of executing a loan transaction comprising: receiving, through a computer, a loan request from a borrower; receiving, through the computer, assets from a plurality of lenders; verifying, through the computer, that the assets received from the plurality of lenders satisfies the loan request; and providing the borrower, through the computer, with sufficient assets to satisfy the loan request.
In certain other embodiments, the present invention is directed to a method for executing a loan transaction comprising: receiving, through a computer, a loan request from a borrower; storing, in the computer, details of the loan request; receiving, through the computer, assets from a plurality of lenders; storing, in the computer, details of the assets from the plurality of lenders; storing, through the computer, the assets from the plurality of lenders in a pool of assets; receiving from the borrower, through the computer, collateral for the loan request, storing, through the computer, the collateral in a pool of collateral; matching, through the computer, assets from the pool of assets which satisfy the loan request and collateral from the pool of collateral which satisfies the lenders from the plurality of lenders; providing the borrower, through the computer, with sufficient assets to satisfy the loan request; and providing the matched lenders with collateral from the pool of collateral.
In certain embodiments, the present invention is directed to a system for executing a loan transaction comprising: a programmable computer; a database; and one or more processors coupled to the programmable computer and the database, the processors configured to: receive a loan request from a borrower; store details of the loan request; receive assets from a plurality of lenders; store details of the assets from the plurality of lenders; store the assets from the plurality of lenders in a pool of assets; select appropriate collateral assets for the loan request from a pool of eligible assets owned by the borrower store the collateral in a collateral account per each relevant borrower; pledge assets from the collateral account into segregated escrow accounts which satisfies the lenders from the plurality of lenders; provide the borrower, through the computer, with sufficient assets to satisfy the loan request; and provide the lenders, through the computer, with information on the pledged collateral from the pool of collateral.
In other embodiments, the present invention is directed to a system for executing a loan transaction comprising: a programmable computer; one or more processors coupled to the programmable computer and coupled to: a principal component configured to receive a loan request from a borrower, receive assets from a lender, and transmit assets from the lender to the borrower; a lending component configured to manage assets of the lender; and a custody component configured to store assets.
In certain embodiments, the borrower may provide collateral in the form of cash, as well as equities, for their borrow requirements.
In other embodiments, the system and method of the present invention is further configured to enable trade capture, trade maintenance, clearance and collateral management, stock record, accounting, corporate finance reporting and credit risk reporting.



BRIEF DESCRIPTION OF THE FIGURES
FIG. 1 depicts the flow of a loan transaction and collateral allocation according to the method of the present invention.
FIG. 2 depicts the flow of securities and collateral according to certain embodiments of the present invention.
FIGS. 3A and 3B depict the architecture of the system for executing a loan transaction according to certain embodiments of the present invention.
FIG. 4 depicts a flow chart for executing a loan transaction using the systems described herein.



DETAILED DESCRIPTION
As previously mentioned, the lending system and method described herein allows the conduit lender to maintain a net-flat position, while offering more competitive rates to borrowers who may not have had access to such rates. Further advantages provided by the present invention include, but are not limited to, the ability to lend as a principal while capitalizing on a P&L spread between short seller and lender, the ability to provide a low intraday credit risk profile, the ability to provide transparency between bulk-level loans and principal loan breakdown, the ability to provide securities and cash collateral eligibility, the ability to provide collateral management at a principal account level, the ability to provide books and record keeping at a principal account level, the ability to provide credit exposure monitoring and the ability to provide financial control reporting.
Referring now to FIG. 1 which depicts a basic ground level view of the present invention, a principal agent, or conduit lender, preferably a banking entity, receives a loan from a agent lender, and then in turn passes this loan on to the borrower. For short sales of securities, the loan comprises the securities. The conduit lender of the present invention can offer a competitive rate to the borrower, as compared to e.g., prime brokerage firms, not only because it may be, e.g., a large banking entity, but also because there is minimal risk involved for the conduit lender.
Referring now to FIG. 2 which depicts a more preferred embodiment of the present invention, multiple agent lenders provide loans to the conduit lender, thereby creating a liquidity pool which is used to fulfill a loan request from a borrower. This is advantageous because it is not necessary that a borrower's needs be fulfilled by a single agent lender. For example, a borrower seeks to borrow 50 shares of a security and lender A provides 10 shares, lender B provides 10 shares, and lender C provides 30 shares to the lending pool. The conduit lender will then take 50 shares from the lending pool to give to the borrower to fulfill the request.
In preferred embodiments, the borrower gives collateral for the loan, which can be in the form of cash or securities. Preferably, collateral is placed into appropriate collateral accounts. The conduit lender will then pass on the collateral to agent lenders who have supplied loans. Using the example above, collateral will be divided up among lenders A, B and C in a sufficient amount to cover the sum of the loan each lender provided.
In order to execute the loan transaction, the conduit lender has access, either directly or indirectly, to all components of the systems of the present invention. As described above, embodiments of the system of the invention and various processes of embodiments are described. The system of the invention or portions of the system of the invention may be in the form of a “processing machine,” i.e. a tangibly embodied machine, such as a general purpose computer or a special purpose computer, for example. As used herein, the term “processing machine” is to be understood to include at least one processor that uses at least one memory. The at least one memory stores a set of instructions. The instructions may be either permanently or temporarily stored in the memory or memories of the processing machine. The processor executes the instructions that are stored in the memory or memories in order to process data. The set of instructions may include various instructions that perform a particular task or tasks, such as any of the processing as described herein. Such a set of instructions for performing a particular task may be characterized as a program, software program, or simply software.
As noted above, the processing machine, which may be constituted, for example, by the particular system and/or systems described above, executes the instructions that are stored in the memory or memories to process data. This processing of data may be in response to commands by a user or users of the processing machine, in response to previous processing, in response to a request by another processing machine and/or any other input, for example.
As noted above, the processing machine used to implement the invention may be a general purpose computer. However, the processing machine described above may also utilize (or be in the form of) any of a wide variety of other technologies including a special purpose computer, a computer system including a microcomputer, mini-computer or mainframe for example, a programmed microprocessor, a micro-controller, a peripheral integrated circuit element, a CSIC (Consumer Specific Integrated Circuit) or ASIC (Application Specific Integrated Circuit) or other integrated circuit, a logic circuit, a digital signal processor, a programmable logic device such as a FPGA, PLD, PLA or PAL, or any other device or arrangement of devices that is capable of implementing the steps of the processes of the invention.
The processing machine used to implement the invention may utilize a suitable operating system. Thus, embodiments of the invention may include a processing machine running the Microsoft WindowsTM VistaTM operating system, the Microsoft WindowsTM XPTM operating system, the Microsoft WindowsTM NTTM operating system, the WindowsTM 2000 operating system, the Unix operating system, the Linux operating system, the Xenix operating system, the IBM AIXTM operating system, the Hewlett-Packard UXTM operating system, the Novell NetwareTM operating system, the Sun Microsystems SolarisTM operating system, the OS/2TM operating system, the BeOSTM operating system, the Macintosh operating system, the Apache operating system, an OpenStepTM operating system or another operating system or platform.
It is appreciated that in order to practice the method of the invention as described above, it is not necessary that the processors and/or the memories of the processing machine be physically located in the same geographical place. That is, each of the processors and the memories used by the processing machine may be located in geographically distinct locations and connected so as to communicate in any suitable manner. Additionally, it is appreciated that each of the processor and/or the memory may be composed of different physical pieces of equipment. Accordingly, it is not necessary that the processor be one single piece of equipment in one location and that the memory be another single piece of equipment in another location. That is, it is contemplated that the processor may be two pieces of equipment in two different physical locations. The two distinct pieces of equipment may be connected in any suitable manner. Additionally, the memory may include two or more portions of memory in two or more physical locations.
To explain further, processing as described above is performed by various components and various memories. However, it is appreciated that the processing performed by two distinct components as described above may, in accordance with a further embodiment of the invention, be performed by a single component. Further, the processing performed by one distinct component as described above may be performed by two distinct components. In a similar manner, the memory storage performed by two distinct memory portions as described above may, in accordance with a further embodiment of the invention, be performed by a single memory portion. Further, the memory storage performed by one distinct memory portion as described above may be performed by two memory portions.
Further, various technologies may be used to provide communication between the various processors and/or memories, as well as to allow the processors and/or the memories of the invention to communicate with any other entity; i.e., so as to obtain further instructions or to access and use remote memory stores, for example. Such technologies used to provide such communication might include a network, the Internet, Intranet, Extranet, LAN, an Ethernet, or any client server system that provides communication, for example. Such communications technologies may use any suitable protocol such as TCP/IP, UDP, or OSI, for example.
As described above, a set of instructions is used in the processing of the invention. The set of instructions may be in the form of a program or software. The software may be in the form of system software or application software, for example. The software might also be in the form of a collection of separate programs, a program module within a larger program, or a portion of a program module, for example. The software used might also include modular programming in the form of object oriented programming. The software tells the processing machine what to do with the data being processed.
Further, it is appreciated that the instructions or set of instructions used in the implementation and operation of the invention may be in a suitable form such that the processing machine may read the instructions. For example, the instructions that form a program may be in the form of a suitable programming language, which is converted to machine language or object code to allow the processor or processors to read the instructions. That is, written lines of programming code or source code, in a particular programming language, are converted to machine language using a compiler, assembler or interpreter. The machine language is binary coded machine instructions that are specific to a particular type of processing machine, i.e., to a particular type of computer, for example. The computer understands the machine language.
Any suitable programming language may be used in accordance with the various embodiments of the invention. Illustratively, the programming language used may include assembly language, Ada, APL, Basic, C, C++, COBOL, dBase, Forth, Fortran, Java, Modula-2, Pascal, Prolog, REXX, Visual Basic, and/or JavaScript, for example. Further, it is not necessary that a single type of instructions or single programming language be utilized in conjunction with the operation of the system and method of the invention. Rather, any number of different programming languages may be utilized as is necessary or desirable.
Also, the instructions and/or data used in the practice of the invention may utilize any compression or encryption technique or algorithm, as may be desired. An encryption module might be used to encrypt data. Further, files or other data may be decrypted using a suitable decryption module, for example.
As described above, the invention may illustratively be embodied in the form of a processing machine, including a computer or computer system, for example, that includes at least one memory. It is to be appreciated that the set of instructions, i.e., the software for example, that enable the computer operating system to perform the operations described above may be contained on any of a wide variety of media or medium, as desired. Further, the data that is processed by the set of instructions might also be contained on any of a wide variety of media or medium. That is, the particular medium, i.e., the memory in the processing machine, utilized to hold the set of instructions and/or the data used in the invention may take on any of a variety of physical forms or transmissions, for example. Illustratively, the medium may be in the form of paper, paper transparencies, a compact disk, a DVD, an integrated circuit, a hard disk, a floppy disk, an optical disk, a magnetic tape, a RAM, a ROM, a PROM, a EPROM, a wire, a cable, a fiber, communications channel, a satellite transmissions or other remote transmission, as well as any other medium or source of data that may be read by the processors of the invention.
Further, the memory or memories used in the processing machine that implements the invention may be in any of a wide variety of forms to allow the memory to hold instructions, data, or other information, as is desired. Thus, the memory might be in the form of a database to hold data. The database might use any desired arrangement of files such as a flat file arrangement or a relational database arrangement, for example.
In the system and method of the invention, a variety of “user interfaces” may be utilized to allow a user to interface with the processing machine or machines that are used to implement the invention. As used herein, a user interface includes any hardware, software, or combination of hardware and software used by the processing machine that allows a user to interact with the processing machine. A user interface may be in the form of a dialogue screen for example. A user interface may also include any of a mouse, touch screen, keyboard, voice reader, voice recognizer, dialogue screen, menu box, list, checkbox, toggle switch, a pushbutton or any other device that allows a user to receive information regarding the operation of the processing machine as it processes a set of instructions and/or provide the processing machine with information. Accordingly, the user interface is any device that provides communication between a user and a processing machine. The information provided by the user to the processing machine through the user interface may be in the form of a command, a selection of data, or some other input, for example.
As discussed above, a user interface is utilized by the processing machine that performs a set of instructions such that the processing machine processes data for a user. The user interface is typically used by the processing machine for interacting with a user either to convey information or receive information from the user. However, it should be appreciated that in accordance with some embodiments of the system and method of the invention, it is not necessary that a human user actually interact with a user interface used by the processing machine of the invention. Rather, it is also contemplated that the user interface of the invention might interact, i.e., convey and receive information, with another processing machine, rather than a human user. Accordingly, the other processing machine might be characterized as a user. Further, it is contemplated that a user interface utilized in the system and method of the invention may interact partially with another processing machine or processing machines, while also interacting partially with a human user.
In preferred embodiments of the present invention, the systems are divided into three subsystems, i.e., the principal systems, the lending systems and the custody systems. Optionally, a collateral management systems component and a component of downstream systems may also be included. FIGS. 3A and 3B depict the relationship between these subsystems.
Principal Systems
The conduit lender has direct access to the principal systems of the present invention. In preferred embodiments, the principal systems comprise one or more programs configured to calculate and manage borrow requirements and inventory available for securities lending, loan/borrow trade instruction, short sale authorizations, collateral management, accounting and settlement, reporting and data management.
Lending Systems
An agent lender, acting on behalf of agent lenders, has direct access to the lending systems of the present invention, which are configured to communicate with the principal systems. In preferred embodiments, the lending systems comprise one or more programs configured to, e.g., automate trade entry, utilize credit, provide allocation of assets, provide market rules, availability of assets, reinvest cash, and match collateral, all of which can be performed by a single component or by multiple components. For example, in preferred embodiments, the lending systems comprise a component which is capable of operating as a front end application for agent loan booking, comprising an application suite configured to provide various reporting and tracking functions including, but not limited to, client reporting, collateral reporting, profitability determinations and trading activity. The lending systems also preferably comprise a component which operates as an application configured to allocate collateral to individual escrows. Escrows may be collateral accounts held on behalf of the lender. However, unlike traditional escrow accounts used to hold escrow from a pool of lenders, the escrow accounts utilized in the present invention may be created to hold collateral for a lender pertaining to a specific borrower. In addition, the lending systems also preferably comprise a component which operates as a trade maintenance utility for agent loan transactions. The lending systems also preferably comprise a component which operates as tool for reinvesting collateral.
Custody Systems
Both the principal systems and the lending systems are configured to communicate with the custody systems. In preferred embodiments, the custody systems comprise components for management of U.S. assets (TITAN) and an internal custody management system for international customers holding U.S. assets in custody (COSMIC), the COSMIC system having a front end (GTI) for interacting with TITAN. The custody systems will have access to the lender/borrower position accounts and operational staff may book trades directly into these accounts. Collateral Management System
In embodiments where collateral is being received from the borrower, a collateral management system may be incorporated into the system. The collateral management system may be comprised of an operations application (CCMS) component for performing daily collateral operations, a simulation component (P&S) and an interface application (Infolink) componentThe P&S component may be an application utilized by the collateral management system to determine, e.g., securities to pledge based on available assets and as inventory management of what has already been pledged.
Downstream Systems
In certain embodiments, the principal systems may also be configured to be in communication with downstream systems, preferably through an interface layer which operates message enrichment, formatting and routing. The downstream systems may comprise programs configured to provide market risk reports, credit reporting, reconciliation of accounts and accounting. For example, the downstream system may comprise an Extract, Transform and Load (ETL) component, a credit exposure data capture (DAC) component, a Securities Exposure Limits Monitoring (SELM) component, and a General Ledger (SAP/GL) component. The ETL component may operate as an application configured to provide information to corporate downstream systems directed at accounting, corporate finance, credit and market risk. The DAC component may operate as an application configured to consolidate data for credit risk reporting.
EXAMPLE 1
Referring now to FIG. 4, an exemplary embodiment of the present invention, the initiation of a loan locate and loan booking function is represented at integration points 1, 2 and 3 in the appended drawing. A borrower transmits a request for a loan transaction to the conduit lender, which may be represented by the aforementioned banking entity. The loan transaction request may be transmitted by a computer module configured to communicate on behalf of the borrower. Similarly, the conduit lender may be a computer module configured to process loan transaction requests and execute corresponding actions relating to the same. The conduit lender books principal transactions (i.e., borrow and loan) into at least one principal system, which is represented at integration point 1a of FIG. 4. Requests are filled and executed by the conduit lender from an inventory that is sourced from a lending pool, but loans may not be released to clearance until collateralization checks.
In the present invention, the conduit lender executes loans through at least one agent lender. In preferred embodiments, the conduit lender may receive reports on an hourly, daily, or weekly basis showing assets available for lending from all agent lenders. In embodiments where the assets are placed into a lending or liquidity pool, the reports will detail the contents of the pool. Similar to the principal system of the conduit lender, the lending systems acting on behalf of the agent lenders may be configured to book loans with the conduit lender and execute corresponding actions relating to the same. In certain embodiment, loans booked on behalf of the agent lender may be booked to the conduit lender at a street-side bulk level, but the trade to the borrower is held and not cleared until either the lending system confirms the transaction with the conduit lender, or the conduit lender confirms the transaction through automated verification.
Referring back to FIG. 4, loans secured through a agent lender are processed by a series of lending systems, represented at integration point 4. The lending systems are further configured to communicate with a custody and clearing management system, represented collectively at integration points 7, 8, 9, 10, 13 and 14. The custody and clearing management system links to DTC to instruct actual movement of securities and collateral between custody accounts.
Borrow requests may be facilitated through multiple lenders. Accordingly, at integration point 5 of FIG. 4, transaction details are broken down by customer account and flowed a few times per day to at least one of the principal systems illustrated at integration point 1a. The principal systems are also configured to breakdown the street-side loans into loan components by specific lender. For example, the process may be compiled as follows: (i) execute a street-side loan in a principal system; (ii) provide feed containing components of the loan; and (iii) break down, by specific lenders, the street-side loan using the feed containing the components of the loan.
Required collateral values are calculated per borrower and lender by at least one of the principal systems. An internal suite of applications configured to perform securities collateral management are provided at integration points 6, 11 and 12 in FIG. 4. In equity collateral scenario, for example, the collateral management process may be compiled as follows: (i) calculate the total required collateral value per lender-borrower combo, per security; (ii) output results of calculation and transmit the same to CCMS component; and (iii) receive data from CCMS component showing how much is in Escrow (per lender-borrower combo) after CCMS performs collateral management operations.
As discussed earlier, an interface application (Infolink) will be incorporated into the architecture illustrated in FIG. 4 to regulate file transfers, data mapping and translations pertaining to management of collateral, as well as other related systems. Raw loan and borrow data is further utilized by downstream systems at integration points 15 and 16 in FIG. 4.
It will be readily understood by those persons skilled in the art that the present invention is susceptible to broad utility and application. Many embodiments and adaptations of the present invention other than those herein described, as well as many variations, modifications and equivalent arrangements, will be apparent from or reasonably suggested by the present invention and foregoing description thereof, without departing from the substance or scope of the invention.
Accordingly, while the present invention has been described here in detail in relation to its exemplary embodiments, it is to be understood that this disclosure is only illustrative and exemplary of the present invention and is made to provide an enabling disclosure of the invention. Accordingly, the foregoing disclosure is not intended to be construed or to limit the present invention or otherwise to exclude any other such embodiments, adaptations, variations, modifications and equivalent arrangements.

## Claims

1. A computer implemented method, the method comprising the steps of:
receiving, at a programmed computer, a loan request and corresponding collateral from a borrower;
receiving, at the programmed computer, an allocation of securities from a plurality of lenders and storing the allocation of securities in a pool of securities;
identifying, at the programmed computer, a number of shares of a security allocated from each of the plurality of lenders available to service the loan request;
determining, at the programmed computer, a total number of shares needed from the allocation of securities in the pool of securities to satisfy the loan request;
selecting, at the programmed computer, two or more lenders from the plurality of lenders to service the loan request, wherein the number of shares received from each of the two more lenders collectively equal the total number of shares needed to satisfy the loan request;
distributing, using the programmed computer, the collateral received from the borrower proportionally to the two or more lenders selected based on the number of shares allocated from each lender, wherein a separate escrow account is associated with each lender for receiving the proportional distribution of collateral owed to each lender; and
providing, using the programmed computer, the borrower with the securities from the two or more lenders selected to service the loan request.

2. The method of claim 1, wherein the collateral is securities or cash.

3. The method of claim 1, wherein the steps are performed by a conduit lender system.

4. The method of claim 3, wherein the conduit lender system is associated with a banking entity.

5. A computer system, comprising:
a computer-readable memory; and
a processor communicatively coupled to the computer-readable memory, the processor programmed to:
receive a loan request and corresponding collateral from a borrower;
receive an allocation of securities from a plurality of lenders and storing the allocation of securities in a pool of securities;
identify a number of shares of a security allocated from each of the plurality of lenders available to service the loan request;
determine a total number of shares needed from the allocation of securities in the pool of securities to satisfy the loan request;
select two or more lenders from the plurality of lenders to service the loan request, wherein the number of shares received from each of the two or more lenders collectively equal the total number of shares needed to satisfy the loan request;
distribute the collateral received from the borrower proportionally to the two or more lenders selected based on the number of shares allocated from each lender, wherein a separate escrow account is associated with each lender for receiving the proportional distribution of collateral owed to each lender; and
provide the borrower with the securities from the two or more lenders selected to service the loan request.

6. A non-transitory computer-readable storage medium carrying one or more sequences of instructions for implementing a method, wherein execution of the one or more sequences of instructions by one or more computers causes the one or more computers to perform the steps of:
receiving a loan request and corresponding collateral from a borrower;
receiving an allocation of securities from a plurality of lenders and storing the allocation of securities in a pool of securities;
identifying a number of shares of a security allocated from each of the plurality of lenders available to service the loan request;
determining a total number of shares needed from the allocation of securities in the pool of securities to satisfy the loan request;
selecting two or more lenders from the plurality of lenders to service the loan request, wherein the number of shares received from each of the two or more lenders collectively equal the total number of shares needed to satisfy the loan request;
distributing the collateral received from the borrower proportionally to the two or more lenders selected based on the number of shares allocated from each lender, wherein a separate escrow account is associated with each lender for receiving the proportional distribution of collateral owed to each lender; and
providing the borrower with the securities from the two or more lenders selected to service the loan request.