/raid1/www/Hosts/bankrupt/TCR_Public/240630.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Sunday, June 30, 2024, Vol. 28, No. 181
Headlines
1988 CLO 5: S&P Assigns BB- (sf) Rating on Class E Notes
610 FUNDING 2: S&P Assigns BB- (sf) Rating on Class D-R-2 Notes
AASET 2024-1: S&P Assigns Prelim BB- (sf) Rating on Class E Notes
ACM AUTO 2023-1: S&P Affirms BB (sf) Rating on Class D Notes
AIMCO CLO 16: S&P Assigns Prelim BB- (sf) Rating on Cl. E-R Notes
AMMC CLO 25: Moody's Assigns Ba3 Rating to $18MM Class E-R Notes
ANCHORAGE CAPITAL 11: Fitch Assigns 'B-sf' Rating on Cl. F-R2 Notes
APIDOS CLO XXXII: S&P Assigns BB- (sf) Rating on Class E-R Notes
ARES COMMERCIAL 2024-IND: Moody's Gives (P)B1 Rating to HRR Certs
ARES XXXIX: S&P Assigns BB- (sf) Rating on Class E-R3 Notes
ATLAS SENIOR XXIII: S&P Assigns BB- (sf) Rating on Class E Notes
BALBOA BAY 2024-1: S&P Assigns BB- (sf) Rating on Class E Certs
BBAM US IV: S&P Assigns Prelim BB- (sf) Rating on Class D Notes
BENCHMARK 2024-V8: Fitch Assigns B-(EXP)sf Rating on Cl. G-RR Certs
BFLD TRUST 2024-WRHS: Fitch Assigns 'BB+(EXP)sf' Rating on E Certs
BIRCH GROVE 4: Fitch Assigns 'BBsf' Rating on Class E-R Notes
BIRCH GROVE 4: Moody's Assigns B3 Rating to $2.2MM Class F-R Notes
BMO 2024-C9 MORTGAGE: Fitch Assigns B-(EXP)sf Rating on G-RR Certs
BRIDGE STREET I: S&P Assigns BB- (sf) Rating on Class D-R Notes
CIFC FUNDING 2021-I: Fitch Assigns 'BB-sf' Rating on Cl. E-R Notes
CITIGROUP 2016-GC37: Fitch Alters Outlook on 'B-sf' Rating to Neg.
CSAIL 2015-C3: Fitch Affirms 'Csf' Rating on Two Tranches
DIAMETER CAPITAL 7: S&P Assigns BB- (sf) Rating on Class D Notes
ELMWOOD CLO III: Fitch Assigns 'B-sf' Rating on Class F-RR Notes
EMPOWER CLO 2024-2: S&P Assigns BB- (sf) Rating on Class E Notes
EXETER AUTOMOBILE 2022-5: S&P Affirms BB- (sf) Rating on E Notes
FORTRESS CREDIT XXV: S&P Assigns BB- (sf) Rating on Class E Notes
GENERATE CLO 16: S&P Assigns BB- (sf) Rating on Class E Notes
GOLUB CAPITAL 74: Fitch Assigns 'BB-sf' Rating on Class E Notes
GS MORTGAGE 2018-3PCK: S&P Lowers X-E Certs Rating to 'CCC (sf)'
HILDENE TRUPS A12BC: Moody's Assigns (P)B3 Rating to $17MM B Notes
HILDENE TRUPS A12BC: Moody's Assigns B3 Rating to $17MM B Notes
HUNTINGTON BANK 2024-1: Moody's Assigns B3 Rating to Class D Notes
IMPERIAL FUND 2020-NQM1: S&P Raises Cl. B-2 Notes Rating to 'BB+'
IMSCI 2014-6: Fitch Affirms Bsf Rating on Class G Debt
IMSCI 2016-7: Fitch Affirms BBsf Rating on Class G Debt
JP MORGAN 2018-ASH8: S&P Affirms CCC- (sf) Rating on Cl. F Certs
JP MORGAN 2022-INV1: Moody's Raises Rating on Cl. B-5 Certs to B1
JPMDB COMMERCIAL 2017-C5: Fitch Lowers Class D Certs to 'Bsf'
JW COMMERCIAL 2024-MRCO: Fitch Assigns BB+ Rating on HRR Certs
MADISON PARK XXXI: Fitch Assigns 'BB+sf' Rating on Class E-R Notes
MADISON PARK XXXI: S&P Assigns B- (sf) Rating on Class F-R Notes
MAGNETITE XL: Fitch Assigns 'BBsf' Rating on Class E Notes
MAGNETITE XL: Moody's Assigns 'B3' Rating to $1MM Class F Notes
MIDOCEAN CREDIT XV: Fitch Assigns 'BB-sf' Rating on Class E Notes
MONROE CAPITAL XVI: S&P Assigns Prelim BB- (sf) Rating on E Notes
OCP CLO 2019-17: S&P Assigns Prelim BB-(sf) Ratings on E-R2 Notes
OCP CLO 2024-33: S&P Assigns BB- (sf) Rating on Class E Notes
OCTANE RECEIVABLES 2024-2: S&P Assigns BB (sf) Rating on E Notes
PIKES PEAK 16: Fitch Assigns 'BB-(EXP)sf' Rating on Class E Notes
PRMI 2024-CMG1: Fitch Assigns 'B(EXP)sf' Rating on Class B-2 Notes
RATE MORTGAGE 2024-J1: Fitch Gives B(EXP)sf Rating on Cl. B-5 Certs
RATE MORTGAGE 2024-J1: Moody's Assigns (P)B1 Rating to B-5 Certs
ROCKFORD TOWER 2019-2: Moody's Cuts Rating on $9MM F Notes to Caa1
RR 30 LTD: Fitch Assigns 'BB+(EXP)sf' Rating on Class D Notes
RR 30 LTD: Moody's Assigns (P)B3 Rating to $400,000 Class E Notes
SCF EQUIPMENT 2024-1: Moody's Assigns B3 Rating to Class F Notes
SIGNAL PEAK 11: S&P Assigns Prelim BB-(sf) Rating on Class E Notes
SIXTH STREET XXV: S&P Assigns BB- (sf) Rating on Class E Notes
SYMPHONY CLO 44: Fitch Assigns 'BB-sf' Rating on Class E Notes
VERUS SECURITIZATION 2019-INV2: S&P Raises B-2 Notes to 'BB- (sf)'
VERUS SECURITIZATION 2024-5: S&P Assigns B- (sf) on Class B-2 Notes
WELLS FARGO 2017-SMP: Moody's Lowers Rating on Cl. D Certs to B3
WELLS FARGO 2024-1CHI: S&P Assigns B+(sf) Rating on Cl. HRR Certs
WELLS FARGO 2024-SVEN: S&P Assigns BB- (sf) Rating on HRR Certs
WHITEBOX CLO I: S&P Assigns BB- (sf) Rating on Class E-RR Notes
WIND RIVER 2022-2: Fitch Hikes Rating on Class E Notes to 'BBsf'
[*] Moody's Takes Action on $3.7MM of US RMBS Issued 2003-2004
[*] S&P Stops D Ratings on 1,297 Classes From 444 US RMBS Deals
*********
1988 CLO 5: S&P Assigns BB- (sf) Rating on Class E Notes
--------------------------------------------------------
S&P Global Ratings assigned its ratings to 1988 CLO 5 Ltd./1988 CLO
5 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by 1988 Asset Management LLC, a
subsidiary of Muzinich & Co.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
1988 CLO 5 Ltd./1988 CLO 5 LLC
Class A-L loans, $35.00 million: AAA (sf)
Class A-1, $217.00 million: AAA (sf)
Class A-2, $12.00 million: Not rated
Class B, $40.00 million: AA (sf)
Class C (deferrable), $24.00 million: A (sf)
Class D-1 (deferrable), $24.00 million: BBB- (sf)
Class D-2 (deferrable), $4.00 million: BBB- (sf)
Class E (deferrable), $12.00 million: BB- (sf)
Subordinated notes, $49.20 million: Not rated
610 FUNDING 2: S&P Assigns BB- (sf) Rating on Class D-R-2 Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-R-3,
A-2-3A, B-R-3, and C-R-3 replacement debt from 610 Funding CLO 2
Ltd./610 Funding CLO 2 LLC, a CLO managed by Anchorage Capital
Group LLC that was originally issued in February 2021. At the same
time, S&P withdrew its ratings on the original class A-1-R-2,
A-2-R-2A, B-R-2, and C-R-2 debt following payment in full on the
June 26, 2024, refinancing date. S&P also affirmed its ratings on
the class A-2-R-2B and D-R-2 debt, which was not refinanced.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The reinvestment period was not extended.
-- The legal final maturity date was not extended.
-- No additional subordinated notes were issued on the refinancing
date.
-- The weighted average life test was not extended.
Replacement And Original Debt Issuances
Replacement debt
-- Class A-1-R-3, $248.00 million: Three-month CME term SOFR +
1.35%
-- Class A-2-3A, $32.00 million: Three-month CME term SOFR +
1.85%
-- Class B-R-3, $23.00 million: Three-month CME term SOFR + 2.35%
-- Class C-R-3, $21.00 million: Three-month CME term SOFR + 3.75%
Outstanding debt
-- Class A-1-R-2, $248.00 million: Three-month CME term SOFR +
1.57161%
-- Class A-2-R-2A, $32.00 million: Three-month CME term SOFR +
1.96161%
-- Class A-2-R-2B, $24.00 million: 2.68%
-- Class B-R-2, $23.00 million: Three-month CME term SOFR +
2.66161%
-- Class C-R-2, $21.00 million: Three-month CME term SOFR +
4.01161%
-- Class D-R-2, $17.00 million: Three-month CME term SOFR +
7.51161%
-- Subordinated notes, $70.59 million: Not applicable
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
610 Funding CLO 2 Ltd./610 Funding CLO 2 LLC
Class A-1-R-3, $248.00 million: AAA (sf)
Class A-2-3A, $32.00 million: AA (sf)
Class B-R-3, $23.00 million: A (sf)
Class C-R-3, $21.00 million: BBB- (sf)
Ratings Withdrawn
610 Funding CLO 2 Ltd./610 Funding CLO 2 LLC
Class A-1-R-2 to not rated from 'AAA (sf)'
Class A-2-R-2A to not rated from 'AA (sf)'
Class B-R-2 to not rated from 'A (sf)'
Class C-R-2 to not rated from 'BBB- (sf)'
Ratings Affirmed
610 Funding CLO 2 Ltd./610 Funding CLO 2 LLC
Class A-2-R-2B: AA (sf)
Class D-R-2: BB- (sf)
Other Outstanding Debt
610 Funding CLO 2 Ltd./610 Funding CLO 2 LLC
Subordinated notes, $70.59 million: Not rated
AASET 2024-1: S&P Assigns Prelim BB- (sf) Rating on Class E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to BCC Middle
Market CLO 2024-1 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by middle market speculative-grade
(rated 'BB+' or lower) senior secured term loans. The transaction
is managed by Bain Capital Senior Loan Program LLC, a subsidiary of
Bain Capital Credit L.P.
The preliminary ratings are based on information as of June 27,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
BCC Middle Market CLO 2024-1 LLC
Class A-1, $250.75 million: AAA (sf)
Class A-2, $12.75 million: AAA (sf)
Class B, $25.50 million: AA (sf)
Class C (deferrable), $34.00 million: A (sf)
Class D (deferrable), $25.50 million: BBB- (sf)
Class E (deferrable)(i), $25.50 million: BB- (sf)
Subordinated notes, $75.945 million: Not rated
(i)The class E notes are being issued initially unfunded and all
for a one-time future funding up to the maximum notional amount and
maximum spread reflected.
ACM AUTO 2023-1: S&P Affirms BB (sf) Rating on Class D Notes
------------------------------------------------------------
S&P Global Ratings raised its ratings on two class of notes and
affirmed its rating on three classes of notes from ACM Auto Trust
(ACMAT) 2023-1 and 2023-2. These ABS transactions are backed by
subprime retail auto loan receivables originated by America's Car
Mart Inc. and Texas Car-Mart Inc.
The rating actions reflect:
-- Each transaction's collateral performance to date and S&P's
expectations regarding future collateral performance;
-- S&P's remaining cumulative net loss (CNL) expectations for each
transaction, each transaction's structure, and the respective
credit enhancement levels; and
-- Other credit factors, including credit stability, payment
priorities under various scenarios, sector- and issuer-specific
analyses, and S&P's most recent macroeconomic outlook, which
incorporates a baseline forecast for U.S. GDP and unemployment.
Considering these factors, S&P believes the notes' creditworthiness
is consistent with the raised or affirmed rating.
The transactions are performing worse than S&P's initial CNL
expectations. Cumulative gross losses are elevated, which, coupled
with lower cumulative recoveries, is resulting in higher net
losses. Excess spread has not been sufficient to cover the losses,
resulting in decreases in the overcollateralization amounts. The
lower cumulative recoveries for these series remain a concern,
particularly for ACMAT 2023-2, which has fewer months of
performance and a higher pool factor and is more exposed to the
prevailing adverse economic headwinds and possibly continued weaker
recovery rates.
Given the series' weaker performances and taking into consideration
S&P's expectation for the transactions' future performance, it
raised its expected CNLs for each of the series under review.
Table 1
ACMAT collateral performance (%)(i)
Pool 60+ days Current Current Current
Series Mo. factor delinq. Ext. CGL CRR CNL
2023-1 17 32.91 0.89 7.14 33.73 19.51 27.15
2023-2 12 46.67 1.12 7.19 31.96 17.32 26.43
(i)As of the June 2024 distribution date.
Mo.--Month.
Delinq.--Delinquencies.
Ext.--Extensions.
CGL--Cumulative gross loss.
CRR--Cumulative recovery rate.
CNL--Cumulative net loss.
Table 2
ACMAT CNL Expectations (%)
Original Revised
lifetime lifetime
Series CNL exp. CNL exp.(i)
2023-1 30.00 33.00
2023-2 30.25 37.00
(i)As of the June 2024 distribution date.
CNL exp.--Cumulative net loss expectations.
Each transaction has a senior sequential principal payment
structure that increases subordination as a percentage of the
amortizing pool for all classes except the lowest-rated subordinate
class. Each transaction also has credit enhancement in the form of
a nonamortizing reserve account, overcollateralization, and excess
spread.
As of the June 2024 distribution date, each transaction
nonamortizing reserve account is at its required level, which
increases as a percentage of the current pool balance as the pool
amortizes. The overcollateralization level for both series is
currently below its target amount. On Dec. 28, 2023, ACM executed
an amendment to the ACMAT 2023-2 transaction documents, increasing
the reserve account balance by $11.5 million to approximately 4.07%
of the initial collateral pool balance from 2.00%. The capital
contribution of $11.5 million to the reserve account is a one-time
cash infusion intended to build the series' credit enhancement. The
servicer also forwent its servicing fees for the January through
March 2024 collection periods.
The rating actions reflect our view that the total hard credit
support, as a percentage of the amortizing pool balance, as of the
collection period May 31, 2024 (the June 2024 distribution date),
compared with our expected remaining net losses, is commensurate
with the revised ratings.
Table 3
ACMAT Hard Credit Support(i)
Total hard Current total hard
credit support credit support
Series Class at issuance (%) (% of current)(ii)
2023-1 B 55.80 103.43
2023-1 C 43.45 65.90
2023-1 D 35.30 41.14
2023-2 A 53.00 73.55
2023-2 B 37.00 39.28
(i)Calculated as a percentage of the total receivables pool
balance, which consists of overcollateralization, the reserve
account, and, if applicable, subordination. Excludes excess spread,
which can also provide additional enhancement.
(ii)As of the June 2024 distribution date.
S&P said, "We analyzed the current hard credit enhancement compared
to the remaining CNL expectations for the classes where hard credit
enhancement alone--without credit to any excess spread--was
sufficient, in our view, to raise or affirm the ratings. We also
conducted sensitivity analyses, based on hard credit support, for
each series to determine the impact a moderate ('BBB') stress
scenario would have on our ratings if losses began trending higher
than our revised base-case loss expectation.
"In our view, the results demonstrated that the classes all have
adequate credit enhancement at the raised and affirmed rating
levels, which is based on our analysis as of the collection period
ended May 31, 2024 (the June 2024 distribution date). We will
continue to monitor the transactions' performance to ensure that
the credit enhancement remains sufficient, in our view, to cover
our CNL expectations under our stress scenarios for each rated
class."
RATINGS RAISED
ACM Auto Trust
Rating
Series Class To From
2023-1 B A (sf) A- (sf)
2023-1 C A- (sf) BBB (sf)
RATING AFFIRMED
ACM Auto Trust
Series Class Rating
2023-1 D BB (sf)
2023-2 A A (sf)
2023-2 B BBB (sf)
AIMCO CLO 16: S&P Assigns Prelim BB- (sf) Rating on Cl. E-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-R loans and A-R, B-R, C-R, D-1R, D-2R, and E-R replacement debt
from AIMCO CLO 16 Ltd./AIMCO CLO 16 LLC, a CLO originally issued in
December 2021 that is managed by Allstate Investment Management
Co., a subsidiary of The Allstate Corp.
The preliminary ratings are based on information as of June 26,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the July 10, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the original debt. S&P
said, "At that time, we expect to withdraw our ratings on the
original debt and assign ratings to the replacement debt. However,
if the refinancing doesn't occur, we may affirm our ratings on the
original debt and withdraw our preliminary ratings on the
replacement debt."
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The non-call period will be extended to July 17, 2026.
-- The reinvestment period will be extended to July 17, 2029.
-- The legal final maturity dates for the replacement debt and the
existing subordinated debt will be extended to July 17, 2037.
-- The required minimum overcollateralization coverage ratios will
be amended.
-- No additional subordinated debt will be issued on the
refinancing date.
-- Collateral obligations related to certain industries will be
prohibited.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
AIMCO CLO 16 Ltd./AIMCO CLO 16 LLC
Class A-R loans, $212.25 million: AAA (sf)
Class A-R, $107.75 million: AAA (sf)
Class B-R, $60.00 million: AA (sf)
Class C-R (deferrable), $30.00 million: A (sf)
Class D-1R (deferrable), $30.00 million: BBB- (sf)
Class D-2R (deferrable), $6.25 million: BBB- (sf)
Class E-R (deferrable), $13.75 million: BB- (sf)
Other Debt
AIMCO CLO 16 Ltd./AIMCO CLO 16 LLC
Subordinated notes, $50.10 million: Not rated
AMMC CLO 25: Moody's Assigns Ba3 Rating to $18MM Class E-R Notes
----------------------------------------------------------------
Moody's Ratings has assigned ratings to six classes of refinancing
notes (the "Refinancing Notes") issued by AMMC CLO 25, Limited (the
"Issuer").
Moody's rating actions are as follows:
US$252,000,000 Class A-1-R Senior Secured Floating Rate Notes Due
2035 (the "Class A-1-R Notes"), Assigned Aaa (sf)
US$8,000,000 Class A-2-R Senior Secured Floating Rate Notes Due
2035 (the "Class A-2-R Notes"), Assigned Aaa (sf)
US$44,000,000 Class B-R Senior Secured Floating Rate Notes Due 2035
(the "Class B-R Notes"), Assigned Aa2 (sf)
US$22,000,000 Class C-R Secured Deferrable Floating Rate Notes Due
2035 (the "Class C-R Notes"), Assigned A2 (sf)
US$24,000,000 Class D-R Secured Deferrable Floating Rate Notes Due
2035 (the "Class D-R Notes"), Assigned Baa3 (sf)
US$18,000,000 Class E-R Secured Deferrable Floating Rate Notes Due
2035 (the "Class E-R Notes"), Assigned Ba3 (sf)
A comprehensive review of all credit ratings for the respective
transaction has been conducted during a rating committee.
RATINGS RATIONALE
The rationale for the ratings is based on Moody's methodology and
considers all relevant risks particularly those associated with the
CLO's portfolio and structure.
The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of broadly syndicated senior secured corporate loans.
American Money Management Corporation (the "Manager") will continue
to direct the selection, acquisition and disposition of the assets
on behalf of the Issuer and may engage in trading activity,
including discretionary trading, during the transaction's remaining
reinvestment period.
The Issuer previously issued one class of subordinated notes, which
will remain outstanding.
In addition to the issuance of the Refinancing Notes, a variety of
other changes to transaction features will occur in connection with
the refinancing. These include: extension of the non-call period
and changes to certain collateral quality tests.
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in "Moody's Global
Approach to Rating Collateralized Loan Obligations."
The key model inputs Moody's used in Moody's analysis, such as par,
weighted average rating factor, diversity score, weighted average
spread, and weighted average recovery rate, are based on Moody's
published methodology and could differ from the trustee's reported
numbers. For modeling purposes, Moody's used the following
base-case assumptions:
Performing par and principal proceeds balance: $400,000,000
Diversity Score: 86
Weighted Average Rating Factor (WARF): 3090
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.86%
Weighted Average Recovery Rate (WARR): 47.15%
Weighted Average Life (WAL): 7 years
Methodology Underlying the Rating Action
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the rated notes is subject to uncertainty. The
performance of the rated notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the rated notes.
ANCHORAGE CAPITAL 11: Fitch Assigns 'B-sf' Rating on Cl. F-R2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Anchorage
Capital CLO 11, Ltd.; Reset Transaction.
Entity/Debt Rating
----------- ------
Anchorage Capital
CLO 11, Ltd. (Reset)
X-R2 LT NRsf New Rating
A-R2 LT NRsf New Rating
B-R2 LT AAsf New Rating
C-1R2 LT Asf New Rating
C-2R2 LT Asf New Rating
D-R2 LT BBB-sf New Rating
E-R2 LT BB-sf New Rating
F-R2 LT B-sf New Rating
Subordinated Notes LT NRsf New Rating
TRANSACTION SUMMARY
Anchorage Capital CLO 11, Ltd. (the issuer) is an arbitrage cash
flow collateralized loan obligation (CLO) that will be managed by
Anchorage Collateral Management, L.L.C. that originally closed in
August 2019 and refinanced in July 2021. The CLO's secured notes
will be refinanced on June 24, 2024 from proceeds of the new
secured notes. Net proceeds from the issuance of the secured and
subordinated notes will provide financing on a portfolio of
approximately $396 million of primarily first lien senior secured
leveraged loans excluding defaulted obligations.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B'/'B-', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 26.17, versus a maximum covenant, in
accordance with the initial expected matrix point of 26.21. Issuers
rated in the 'B' rating category denote a highly speculative credit
quality; however, the notes benefit from appropriate credit
enhancement and standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
99.68% first lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.2% versus a
minimum covenant, in accordance with the initial expected matrix
point of 74.01%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 40% of the portfolio balance in aggregate, while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BB+sf' and 'A+sf' for class B-R2, between 'Bsf'
and 'BBB+sf' for class C-R2, between less than 'B-sf' and 'BB+sf'
for class D-R2, between less than 'B-sf' and 'B+sf' for class E-R2,
and between less than 'B-sf' and 'B-sf' for class F-R2.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R2, 'AA+sf' for class C-R2,
'A+sf' for class D-R2, 'BBB+sf' for class E-R2, and 'BB+sf' for
class F-R2.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Anchorage Capital
CLO 11, Ltd. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
program, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.
APIDOS CLO XXXII: S&P Assigns BB- (sf) Rating on Class E-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1R, B-1R,
C-R, D-R, and E-R replacement debt from Apidos CLO XXXII/Apidos CLO
XXXII LLC, a CLO originally issued in 2020 that is managed by CVC
Credit Partners U.S. CLO Management LLC. At the same time, S&P
withdrew its ratings on the original class A-1, B-1, C, D, and E
debt following payment in full on the June 25, 2024, refinancing
date. S&P also affirmed its ratings on the class B-2 debt, which
was not refinanced.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended by approximately six months to
Dec. 25, 2024.
-- No additional subordinated notes were issued on the refinancing
date.
Replacement And Original Debt Issuances
Replacement debt
-- Class A-1R, $248.0 million: Three-month CME term SOFR + 1.10%
-- Class A-2R, $12.0 million: Three-month CME term SOFR + 1.30%
-- Class B-1R, $34.0 million: Three-month CME term SOFR + 1.50%
-- Class C-R, $24.0 million: Three-month CME term SOFR + 1.80%
-- Class D-R, $22.0 million: Three-month CME term SOFR + 2.75%
-- Class E-R, $17.5 million: Three-month CME term SOFR + 5.50%
Original debt
-- Class A-1, $248.0 million: Three-month CME term SOFR + 1.32% +
CSA(i)
-- Class A-2, $12.0 million: Three-month CME term SOFR + 1.65% +
CSA(i)
-- Class B-1, $34.0 million: Three-month CME term SOFR + 1.85% +
CSA(i)
-- Class C (deferrable), $24.0 million: Three-month CME term SOFR
+ 2.40% + CSA(i)
-- Class D (deferrable), $22.0 million: Three-month CME term SOFR
+ 3.50% + CSA(i)
-- Class E (deferrable), $17.5 million: Three-month CME term SOFR
+ 6.75% + CSA(i)
(i)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Apidos CLO XXXII/Apidos CLO XXXII LLC
Class A-1R, $248.0 million: AAA (sf)
Class B-1R, $34.0 million: AA (sf)
Class C-R (deferrable), $24.0 million: A (sf)
Class D-R (deferrable), $22.0 million: BBB- (sf)
Class E-R (deferrable), $17.5 million: BB- (sf)
Ratings Withdrawn
Apidos CLO XXXII/Apidos CLO XXXII LLC
Class A-1 to not rated from 'AAA (sf)'
Class B-1 to not rated from 'AA (sf)'
Class C to not rated from 'A (sf)'
Class D to not rated from 'BBB- (sf)'
Class E to not rated from 'BB- (sf)'
Ratings Affirmed
Apidos CLO XXXII/Apidos CLO XXXII LLC
Class B-2: AA (sf)
Other Debt
Apidos CLO XXXII/Apidos CLO XXXII LLC
Class A-2R, $12.0 million: Not rated
Subordinated notes, $34.5 million: Not rated
ARES COMMERCIAL 2024-IND: Moody's Gives (P)B1 Rating to HRR Certs
-----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to six classes of
CMBS securities, to be issued by ARES Commercial Mortgage Trust
2024-IND, Commercial Mortgage Pass-Through Certificates, Series
2024-IND
Cl. A, Assigned (P)Aaa (sf)
Cl. B, Assigned (P)Aa2 (sf)
Cl. C, Assigned (P)A3 (sf)
Cl. D, Assigned (P)Baa3 (sf)
Cl. E, Assigned (P)Ba2 (sf)
Cl. HRR, Assigned (P)B1 (sf)
RATINGS RATIONALE
The certificates are collateralized by a single loan backed by
first lien mortgages on the borrower's fee simple interests in a
portfolio of 30 primarily industrial properties encompassing
approximately 7.5 million SF. Moody's ratings are based on the
credit quality of the loan and the strength of the securitization
structure.
The collateral portfolio consists of 30 industrial properties
located across ten states and nine different markets. The largest
concentrations are in Florida (26.9% of underwritten NOI),
Tennessee (19.6% of underwritten NOI), and Kentucky (12.2% of
underwritten NOI). The portfolio is highly diverse, with no with no
single asset contributing more than 9.1% of underwritten NOI. The
portfolio's property-level Herfindahl score is 23.00 based on
allocated loan amount (the "ALA"). The properties are leased to 55
individual tenants with a weighted average lease term of 4.7 years
and none of which comprises more than 9.3% of gross rent.
The collateral properties contain a total of 7.5 million sf and
bulk warehouse (82.4% of underwritten NOI), warehouse (16.6% of
underwritten NOI and outdoor parking lot (1.0% of underwritten
NOI). The portfolio's weighted average year built is 2006 and
weighted average clear heights of 30.2 feet (excluding the Lakewood
Logistics IV Property). Office SF represents 4.1% of the portfolio
NRA.
Moody's approach to rating this transaction involved the
application of Moody's Large Loan and Single Asset/Single Borrower
Commercial Mortgage-Backed Securitization methodology. The rating
approach for securities backed by a single loan compares the credit
risk inherent in the underlying collateral with the credit
protection offered by the structure. The structure's credit
enhancement is quantified by the maximum deterioration in property
value that the securities are able to withstand under various
stress scenarios without causing an increase in the expected loss
for various rating levels. In assigning single borrower ratings,
Moody's also consider a range of qualitative issues as well as the
transaction's structural and legal aspects.
The credit risk of loans is determined primarily by two factors: 1)
Moody's assessment of the probability of default, which is largely
driven by each loan's DSCR, and 2) Moody's assessment of the
severity of loss upon a default, which is largely driven by each
loan's loan-to-value ratio, referred to as the Moody's LTV or MLTV.
As described in the CMBS methodology used to rate this transaction,
Moody's make various adjustments to the MLTV. Moody's adjust the
MLTV for each loan using a value that reflects capitalization (cap)
rates that are between Moody's sustainable cap rates and market cap
rates. Moody's also use an adjusted loan balance that reflects each
loan's amortization profile.
The Moody's first mortgage actual DSCR is 0.96x and Moody's first
mortgage actual stressed DSCR is 0.72x. Moody's DSCR is based on
Moody's stabilized net cash flow.
The loan first mortgage balance of $590,000,000 represents a
Moody's LTV ratio of 115.6% based on Moody's value. Adjusted
Moody's LTV ratio for the first mortgage balance is 104.4% based on
Moody's Value using a cap rate adjusted for the current interest
rate environment.
With respect to loan level diversity, the pool's loan level
Herfindahl score is 23.00. The ten largest properties represent
36.6% of the pool balance.
Moody's also grade properties on a scale of 0 to 5 (best to worst)
and considers those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The pool's quality
grade is 0.75.
Notable strengths of the transaction include: infill locations,
high occupancy rate with strong tenant roster, portfolio diversity,
multiple property pooling, institutional quality sponsorship,
implied equity and portfolio characteristics.
Notable concerns of the transaction include: rollover risk,
property age, floating-rate interest-only loan profile, and credit
negative legal features.
Moody's rating approach considers sequential pay in connection with
a collateral release as a credit neutral benchmark. Although the
loans' release premium mitigates the risk of a ratings downgrade
due to adverse selection, the pro rata payment structure limits
ratings upgrade potential as mezzanine classes are prevented from
building enhancement. The benefit received from pooling through
cross-collateralization is also reduced.
The principal methodology used in these ratings was "Large Loan and
Single Asset/Single Borrower Commercial Mortgage-Backed
Securitizations Methodology" published in July 2022.
Moody's approach for single borrower and large loan multi-borrower
transactions evaluates credit enhancement levels based on an
aggregation of adjusted loan level proceeds derived from Moody's
loan level LTV ratios. Major adjustments to determining proceeds
include leverage, loan structure, and property type. These
aggregated proceeds are then further adjusted for any pooling
benefits associated with loan level diversity, other concentrations
and correlations.
Factors that would lead to an upgrade or downgrade of the ratings:
The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously anticipated. Factors that may cause an
upgrade of the ratings include significant loan pay downs or
amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.
ARES XXXIX: S&P Assigns BB- (sf) Rating on Class E-R3 Notes
-----------------------------------------------------------
S&P Global Ratings assigned its ratings to the class B-R3, C-R3,
D-R3, and E-R3 replacement debt from Ares XXXIX CLO Ltd./Ares XXXIX
CLO LLC, a CLO managed by Ares CLO Management LLC, that was
originally issued in July 2016 then underwent refinancings in April
2019 and August 2021. At the same time, S&P withdrew its ratings on
the original class A-1-R2, B-R2, C-R2, and D-R3 debt following
payment in full on the June 21, 2024, refinancing date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended to June 21, 2026.
-- The reinvestment period was extended to July 18, 2029.
-- The legal final maturity dates for the replacement debt and the
existing subordinated notes were extended to July 18, 2037.
-- The target initial par amount remained at $500 million. There
is no additional effective date or ramp-up period, and the first
payment date following the refinancing is Oct. 18, 2024.
-- Additional subordinated notes were issued on the refinancing
date.
-- The transaction added a restriction to the acquisition of
obligations issued by obligors in certain industries.
Replacement And Refinanced Debt Issuances
Replacement debt
-- Class B-R3, $60.0 million: Three-month CME term SOFR + 1.75%
-- Class C-R3 (deferrable), $30.0 million: Three-month CME term
SOFR + 2.20%
-- Class D-R3 (deferrable), $30.0 million: Three-month CME term
SOFR + 3.25%
-- Class E-R3 (deferrable), $19.0 million: Three-month CME term
SOFR + 6.75%
Previous debt
-- Class A-1-R2, $298.5 million: Three-month LIBOR + 1.31%
-- Class A-2-R2, $21.0 million: Three-month LIBOR + 1.66%
-- Class B-R2, $56.7 million: Three-month LIBOR + 1.86%
-- Class C-R2, $33.8 million: Three-month LIBOR + 2.31%
-- Class D-R2, $28.1 million: Three-month LIBOR + 3.61%
-- Class E-R, $18.8 million: Three-month LIBOR + 6.96%
-- Subordinated notes, $50.6 million: Residual
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Ares XXXIX CLO Ltd./Ares XXXIX CLO LLC
Class B-R3, $60.0 million: AA (sf)
Class C-R3 (deferrable), $30.0 million: A (sf)
Class D-R3 (deferrable), $30.0 million: BBB- (sf)
Class E-R3 (deferrable), $19.0 million: BB- (sf)
Ratings Withdrawn
Ares XXXIX CLO Ltd./Ares XXXIX CLO LLC
Class A-1-R2 to NR from 'AAA (sf)'
Class B-R2 to NR from 'AA (sf)'
Class C-R2 to NR from 'A (sf)'
Class D-R2 to NR from 'BBB- (sf)'
Other Debt
Ares XXXIX CLO Ltd./Ares XXXIX CLO LLC
Class A-R3, $320.0 million: NR
Subordinated notes, $96,246,752: NR
ATLAS SENIOR XXIII: S&P Assigns BB- (sf) Rating on Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Atlas Senior Loan Fund
XXIII Ltd./Atlas Senior Loan Fund XXIII LLC's floating- and
fixed-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Crescent Capital Group L.P.
The ratings reflect S&P's view of:
-- The collateral pool's diversification;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Atlas Senior Loan Fund XXIII Ltd./
Atlas Senior Loan Fund XXIII LLC
Class A1 $240.00 million: AAA (sf)
Class AJ $20.00 million: AAA (sf)
Class B $44.00 million: AA (sf)
Class C (deferrable) $24.00 million: A (sf)
Class D-1N (deferrable) $21.00 million: BBB (sf)
Class D-1F (deferrable) $3.00 million: BBB (sf)
Class D-J (deferrable) $6.00 million: BBB- (sf)
Class E (deferrable) $10.00 million: BB- (sf)
BALBOA BAY 2024-1: S&P Assigns BB- (sf) Rating on Class E Certs
---------------------------------------------------------------
S&P Global Ratings assigned ratings to Balboa Bay Loan Funding
2024-1 Ltd./Balboa Bay Loan Funding 2024-1 LLC's floating- and
fixed-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Pacific Investment Management Co.
LLC.
The assigned ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Balboa Bay Loan Funding 2024-1 Ltd./
Balboa Bay Loan Funding 2024-1 LLC
Class A-1, $244.00 million: AAA (sf)
Class A-2, $16.00 million: AAA (sf)
Class B-1, $34.00 million: AA (sf)
Class B-2, $10.00 million: AA (sf)
Class C-1 (deferrable), $16.00 million: A+ (sf)
Class C-2 (deferrable), $8.00 million: A (sf)
Class D-1 (deferrable), $21.00 million: BBB (sf)
Class D-2 (deferrable), $7.00 million: BBB- (sf)
Class E (deferrable), $12.00 million: BB- (sf)
Subordinated notes, $39.35 million: Not rated
BBAM US IV: S&P Assigns Prelim BB- (sf) Rating on Class D Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to BBAM US CLO
IV Ltd./BBAM US CLO IV LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by RBC Global Asset Management (U.S.)
Inc., an indirect wholly owned subsidiary of Royal Bank of Canada.
The preliminary ratings are based on information as of June 25,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool, which consists
primarily of broadly syndicated speculative-grade (rated 'BB+' and
lower) senior secured term loans.
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
BBAM US CLO IV Ltd./BBAM US CLO IV LLC
Class A-1A, $248.00 million: AAA (sf)
Class A-1B, $8.00 million: AAA (sf)
Class A-2, $48.00 million: AA (sf)
Class B (deferrable), $24.00 million: A (sf)
Class C (deferrable), $24.00 million: BBB (sf)
Class D (deferrable), $16.00 million: BB- (sf)
Subordinated notes, $38.10 million: Not rated
BENCHMARK 2024-V8: Fitch Assigns B-(EXP)sf Rating on Cl. G-RR Certs
-------------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
Benchmark 2024-V8 Mortgage Trust commercial mortgage pass-through
certificates series V8 as follows:
- $15,468,000 class A-1 'AAAsf'; Outlook Stable;
- $300,000,000d class A-2 'AAAsf'; Outlook Stable;
- $391,521,000d class A-3 'AAAsf'; Outlook Stable;
- $97,211,000 class A-M 'AAAsf'; Outlook Stable;
- $804,200,000a,b class X-A 'AAAsf'; Outlook Stable;
- $53,025,000 class B 'AA-sf'; Outlook Stable;
- $37,874,000 class C 'A-sf'; Outlook Stable;
- $90,899,000a,b class X-B 'A-sf'; Outlook Stable;
- $22,725,000b class D 'BBBsf'; Outlook Stable;
- $22,725,000a,b class X-D 'BBBsf'; Outlook Stable;
- $11,362,000b,c class E-RR 'BBB-sf'; Outlook Stable;
- $21,462,000b,c class F-RR 'BB-sf'; Outlook Stable;
- $15,150,000b,c class G-RR 'B-sf'; Outlook Stable.
Fitch does not expect to rate the following classes:
- $44,187,421b,c class J-RR;
- $92,161,421a class X-RR.
Notes:
(a) Notional amount and interest only.
(b) Privately placed and pursuant to Rule 144A.
(c) Classes E-RR, F-RR, G-RR and J-RR certificates comprise the
transaction's horizontal risk retention interest.
(d) The initial certificate balances of classes A-2 and A-3 are
unknown and expected to be $691,521,000 in aggregate, subject to a
5% variance. The certificate balances will be determined based on
the final pricing of those classes of certificates. The expected
class A-2 balance range is $0 to $300,000,000, and the expected
class A-3 balance range is $391,521,000 to $691,521,000. Fitch's
certificate balances for classes A-2 and A-3 reflect the highest
and lowest respective value of each range.
The expected ratings are based on information provided by the
issuer as of June 24, 2024.
TRANSACTION SUMMARY
The certificates represent the beneficial ownership interest in the
trust, the primary assets of which are 35 fixed-rate, commercial
mortgage loans with an aggregate principal balance of
$1,009,985,421, as of the cutoff date. The mortgage loans are
secured by the borrowers' fee and leasehold interests in 81
commercial properties.
The loans were contributed to the trust by German American Capital
Corporation, Citi Real Estate Funding Inc., Goldman Sachs Mortgage
Company, Bank of Montreal and Barclays Capital Real Estate Inc.
The master servicer is expected to be Wells Fargo Bank, National
Association and the special servicer is expected to be LNR
Partners, LLC. The trustee and certificate administrator is
expected to be Computershare Trust Company, National Association.
These certificates are expected to follow a sequential paydown
structure. The transaction's closing date is expected to be July
18, 2024.
KEY RATING DRIVERS
Fitch Net Cash Flow: Fitch performed cash flow analyses on 25 loans
totaling 92.9% of the pool by balance, including the largest 20
loans and all hospitality and office loans in the pool. Fitch's
resulting net cash flow (NCF) of $107.4 million represents a 15.8%
decline from the issuer's underwritten NCF of $127.6 million.
Higher Fitch Leverage: The pool has higher leverage compared to
recent U.S. private label multiborrower transactions rated by
Fitch. The pool's Fitch loan-to-value ratio (LTV) of 96.2% is
higher than recent similar private label multiborrower YTD 2024
transactions and 2023 averages of 90.6% and 89.7%, respectively.
The pool's Fitch NCF debt yield (DY) of 10.6% is lower than the YTD
2024 and in line with the 2023 averages of 10.9% and 10.6%,
respectively.
Investment Grade Credit Opinion Loans: Two loans representing 10.7%
of the pool balance received an investment grade credit opinion.
640 Fifth Avenue (9.6% of the pool) received a standalone credit
opinion of 'BBB+sf*', and GNL Portfolio (1.1%) received a
standalone credit opinion of 'BBB-sf*.' The pool's total credit
opinion percentage of 10.7% is lower than the YTD 2024 and 2023
averages of 13.2% and 14.6%, respectively. The pool's Fitch LTV and
DY, excluding credit opinion loans (COLs), are 99.3% and 10.6%,
respectively.
Shorter-Duration Loans: Loans with five-year terms constitute 100%
of the pool, whereas Fitch-rated multiborrower transactions have
historically included mostly loans with 10-year terms. Fitch's
historical loan performance analysis shows that five-year loans
have a modestly lower probability of default (PD) than 10-year
loans, all else equal. This is mainly attributed to the shorter
window of exposure to potential adverse economic conditions. Fitch
considered its loan performance regression in analyzing the pool.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Reduction in cash flow decreases property value and capacity to
meet its debt service obligations.
The table below indicates the model implied rating sensitivity to
changes to the same one variable, Fitch NCF:
- Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf';
- 10% NCF Decline: 'AA-sf'/'A-sf'/'BBBsf'/'BB+sf'/'BBsf'/'B-sf'/'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Similarly, improvement in cash flow increases property value and
capacity to meet its debt service obligations.
The list below indicates the model implied rating sensitivity to
changes in one variable, Fitch NCF:
- Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf';
- 10% NCF Increase:
'AAAsf'/'AAsf'/'Asf'/'BBB+sf'/'BBBsf'/'BBsf'/'Bsf';
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Ernst & Young LLP. The third-party due diligence
described in Form 15E focused on a comparison and re-computation of
certain characteristics with respect to each of the mortgage loans.
Fitch considered this information in its analysis and it did not
have an effect on Fitch's analysis or conclusions.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BFLD TRUST 2024-WRHS: Fitch Assigns 'BB+(EXP)sf' Rating on E Certs
------------------------------------------------------------------
Fitch Ratings has assigned the following expected ratings and
Ratings Outlooks to the BFLD Trust 2024-WRHS, Commercial Mortgage
Pass-Through Certificates, Series 2024-WRHS:
- $374,480,000 class A 'AAAsf(EXP)'; Outlook Stable;
- $128,827,500a class X-CP 'BBB-sf(EXP)'; Outlook Stable;
- $171,770,000a class X-NCP 'BBB-sf(EXP)'; Outlook Stable;
- $47,300,000 class B 'AAsf(EXP)'; Outlook Stable;
- $56,410,000 class C 'A-sf(EXP)'; Outlook Stable;
- $68,060,000 class D 'BBB-sf(EXP)'; Outlook Stable;
- $31,730,000 class E 'BB+sf(EXP)'; Outlook Stable;
- $30,420,000b class HRR 'BBsf(EXP)'; Outlook Stable.
(a) Notional amount and interest only.
(b) Horizontal risk retention interest representing at least 5.0%
of the estimated fair value of all classes.
TRANSACTION SUMMARY
The certificates represent the beneficial ownership interest in a
trust that will hold a $608.4 million, two-year, floating-rate,
interest-only mortgage loan with three, one-year extension options.
The mortgage will be secured by the borrower's fee simple interest
in a portfolio of 83 industrial facilities, comprising
approximately 9.9 million sf located in eight states and 12
markets.
The mortgage loan, along with approximately $241.5 million of
sponsor equity, was used to acquire the portfolio for $825.4
million and to pay the transaction closing costs of approximately
$24.5 million, resulting in a total cost amount of $849.9 million.
The certificates will follow a pro-rata paydown for the initial 25%
of the loan amount and a standard senior-sequential paydown
thereafter. The borrower has a one-time right to obtain a mezzanine
loan. To the extent the mezzanine loan is outstanding and no
mortgage loan event of default (EOD) is continuing, voluntary
prepayments would be applied pro rata between the mortgage and the
mezzanine loan.
The loan is expected to be originated by Morgan Stanley Bank, N.A.,
Bank of Montreal, German American Capital Corporation and Société
Générale Financial Corporation. KeyBank National Association is
expected to be the servicer with Situs Holdings, LLC as special
servicer. Wilmington Trust, National Association will act as the
trustee and Computershare Trust Company, N.A. will serve as the
certificate administrator. Park Bridge Lender Services LLC will act
as operating advisor. The transaction is scheduled to close on July
18, 2024.
KEY RATING DRIVERS
Net Cash Flow: Fitch's stressed net cash flow (NCF) for the
portfolio is $46.4 million. This is 2.8% lower than the issuer's
NCF and 3.0% higher than the fiscal 2023 NCF. Fitch applied a 7.25%
cap rate to derive a Fitch value of $604.6 million.
High Fitch Leverage: The $608.4 million whole loan equates to debt
of approximately $61psf with a Fitch stressed debt service coverage
ratio (DSCR), loan-to-value ratio (LTV) and debt yield (DY) of
0.93x, 95.0% and 7.6%, respectively. The loan represents
approximately 60.1% of the appraised value of $1.0 billion. Based
on the total rated debt and a blend of the Fitch and market cap
rates, the transaction's Fitch market LTV is 88.0%.
Geographic and Tenant Diversity: The portfolio exhibits strong
geographic diversity with 83 industrial properties (9.9 million sf)
located across eight states and 12 markets, per CoStar. The three
largest state concentrations are Ohio (2.5 million sf; 16
properties), Georgia (1.9 million sf; 18 properties) and Texas (1.6
million sf; 21 properties). The three largest MSAs are Columbus, OH
(23.2% of NRA; 17.4% of allocated loan amount [ALA]), Atlanta, GA
(18.9% of NRA; 18.9% of ALA) and Chicago, IL (13.8% of NRA; 13.5%
of ALA). The Fitch effective geographic count for the pool is 6.3.
The portfolio also exhibits significant tenant diversity, as it
features 186 distinct tenants.
Institutional Sponsorship and Management: The loan is sponsored by
Brookfield affiliates and managed by Brookfield Properties (USA),
LLC. Brookfield manages approximately $900 billion in AUM, $271
billion of which falls within real estate. Its commercial portfolio
includes six sectors: office, retail, alternative, multifamily,
hospitality and logistics. Brookfield's North American logistics
business includes 320 properties containing 64 million sf.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Declining cash flow decreases property value and capacity to meet
its debt service obligations. The table below indicates the model
implied rating sensitivity to changes in one variable, Fitch NCF:
- Original Rating: 'AAAsf'/'AAsf '/'A-sf'/'BBB-sf'/'BB+sf'/'BBsf'
- 10% NCF Decline: 'AA+sf'/'Asf '/'BBB-sf'/'BBsf'/'BB-sf'/'B+sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model implied rating sensitivity to changes to the same one
variable, Fitch NCF:
- Original Rating: 'AAAsf'/'AAsf '/'Asf'/'BBB-sf'/'BB+sf'/'BBsf'
- 10% NCF Increase: 'AAAsf'/'AAAsf
'/'AA-sf'/'BBB+sf'/'BBBsf'/'BBB-sf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Ernst & Young LLC. The third-party due diligence
described in Form 15E focused on a comparison and re-computation of
certain characteristics with respect to the mortgage loans. Fitch
considered this information in its analysis and it did not have an
effect on Fitch's analysis or conclusions.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BIRCH GROVE 4: Fitch Assigns 'BBsf' Rating on Class E-R Notes
-------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Birch
Grove CLO 4 Ltd. 's reset transaction.
Entity/Debt Rating Prior
----------- ------ -----
Birch Grove
CLO 4 Ltd.
A-1-R LT NRsf New Rating
A-2-R LT AAAsf New Rating
B-R LT AA+sf New Rating
C-R LT A+sf New Rating
D LT PIFsf Paid In Full BBBsf
D-1-R LT BBB-sf New Rating
D-2-R LT BBB-sf New Rating
E-R LT BBsf New Rating
F-R LT NRsf New Rating
TRANSACTION SUMMARY
Birch Grove CLO 4 Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by Birch
Grove Capital LP that originally closed in March 2022. The CLO
secured notes will be refinanced in whole on Jun. 21, 2024 from the
proceeds of new secured notes. Net proceeds from the issuance of
the secured notes will provide financing on a portfolio of
approximately $500 million of primarily first lien senior secured
leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. Issuers rated in the 'B' rating category denote a highly
speculative credit quality; however, the notes benefit from
appropriate credit enhancement and standard CLO structural
features.
Asset Security (Positive): The indicative portfolio consists of
96.53% first-lien senior secured loans and has a weighted average
recovery assumption of 75.8%. Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions for higher rating stresses.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-2-R, between
'BB+sf' and 'A+sf' for class B-R, between 'B+sf' and 'BBB+sf' for
class C-R, between less than 'B-sf' and 'BB+sf' for class D-1-R,
between less than 'B-sf' and 'BB+sf' for class D-2-R, and between
less than 'B-sf' and 'B+sf' for class E-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-2-R notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R, 'AA+sf' for class C-R, 'A+sf'
for class D-1-R, 'A-sf' for class D-2-R, and 'BBB+sf' for class
E-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Birch Grove CLO 4
Ltd. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
BIRCH GROVE 4: Moody's Assigns B3 Rating to $2.2MM Class F-R Notes
------------------------------------------------------------------
Moody's Ratings has assigned ratings to two classes of CLO
refinancing notes (the "Refinancing Notes") issued by Birch Grove
CLO 4 Ltd. (the "Issuer").
Moody's Rating's rating action is as follows:
US$310,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2037, Assigned Aaa (sf)
US$2,200,000 Class F-R Junior Secured Deferrable Floating Rate
Notes due 2037, Assigned B3 (sf)
RATINGS RATIONALE
The rationale for the ratings is based on Moody's methodology and
considers all relevant risks particularly those associated with the
CLO's portfolio and structure.
The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of broadly syndicated senior secured corporate loans. At least
90.0% of the portfolio must consist of first lien senior secured
loans and up to 10.0% of the portfolio may consist of second lien
loans, first lien last out loans, unsecured loans and bonds.
Birch Grove Capital LP (the "Manager") will continue to direct the
selection, acquisition and disposition of the assets on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's extended five year
reinvestment period. Thereafter, subject to certain restrictions,
the Manager may reinvest unscheduled principal payments and
proceeds from sales of credit risk assets.
In addition to the issuance of the Refinancing Notes, the other six
classes of secured notes and additional subordinated notes, a
variety of other changes to transaction features will occur in
connection with the refinancing. These include: extension of the
reinvestment period; extensions of the stated maturity and non-call
period; changes to certain collateral quality tests; changes to the
overcollateralization test levels; and changes to the base matrix
and modifiers.
Moody's Ratings modeled the transaction using a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3.2.1 of the "Moody's Global Approach to Rating Collateralized
Loan Obligations" rating methodology published in May 2024.
The key model inputs Moody's Ratings used in its analysis, such as
par, weighted average rating factor, diversity score and weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's Ratings used the following base-case
assumptions:
Portfolio par: $500,000,000
Diversity Score: 80
Weighted Average Rating Factor (WARF): 3266
Weighted Average Spread (WAS): 3.6%
Weighted Average Coupon (WAC): 6.5%
Weighted Average Recovery Rate (WARR): 46.5%
Weighted Average Life (WAL): 8.0 years
Methodology Underlying the Rating Action
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Factors That Would Lead to an Upgrade or a Downgrade of the
Ratings:
The performance of the Refinancing Notes is subject to uncertainty.
The performance of the Refinancing Notes is sensitive to the
performance of the underlying portfolio, which in turn depends on
economic and credit conditions that may change. The Manager's
investment decisions and management of the transaction will also
affect the performance of the Refinancing Notes.
BMO 2024-C9 MORTGAGE: Fitch Assigns B-(EXP)sf Rating on G-RR Certs
------------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
BMO 2024-C9 Mortgage Trust commercial mortgage pass-through
certificates, series 2024-C9 as follows:
- $4,796,000a class A-1 'AAAsf'; Outlook Stable;
- $9,559,000a class A-2 'AAAsf'; Outlook Stable;
- $7,401,000a class A-SB 'AAAsf'; Outlook Stable;
- $290,850,000ae class A-4 'AAAsf'; Outlook Stable;
- $327,549,000ae class A-5 'AAAsf'; Outlook Stable;
- $660,295,000b class X-A 'AAAsf'; Outlook Stable;
- $113,170,000a class A-S 'AAAsf'; Outlook Stable;
- $38,866,000a class B 'AA-sf'; Outlook Stable;
- $29,721,000a class C 'A-sf'; Outlook Stable;
- $187,477,000b class X-B 'A-sf'; Outlook Stable;
- $18,290,000ac class D 'BBBsf'; Outlook Stable;
- $9,144,000ac class E 'BBB-sf'; Outlook Stable;
- $28,298,000bc class X-D 'BBB-sf'; Outlook Stable;
- $18,290,000ac class F 'BB-sf'; Outlook Stable;
- $18,866,000bc class X-F 'BB-sf'; Outlook Stable;
- $11,431,000acd class G-RR 'B-sf'; Outlook Stable.
The following classes are not expected to be rated by Fitch:
- $35,437,471acd class J-RR;
- $28,775,000f class Combined vertical risk retention (VRR)
Interest.
(a) Class balances, excluding the Combined VRR Interest, are net of
their proportionate share of the vertical risk retention interest,
totaling 3.05% of the notional amount of the certificates.
(b) Notional amount, grossed up to include its proportionate share
of the vertical risk retention interest, and interest only.
(c) Privately placed and pursuant to Rule 144A.
(d) Class G-RR and J-RR certificates comprise the transaction's
horizontal risk retention interest.
(e) The expected class A-4 balance range is $0-$290,850,000, and
the expected class A-5 balance range is $327,549,000-$618,399,000,
both net of their proportionate share of the Combined VRR Interest.
The balance for class A-4 reflects the top point of its range, and
the balance for class A-5 reflects the bottom point of its range,
net of their proportionate share of the Combined VRR Interest. In
the event the class A-5 certificates are issued at $618,399,000,
the class A-4 certificates will not be issued.
(f) The Combined VRR Interest comprises the transaction's vertical
risk retention interest, and the certificate balance is subject to
change based on the final pricing of all classes.
The expected ratings are based on information provided by the
issuer as of June 21, 2024.
TRANSACTION SUMMARY
The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 45 loans secured by 73
commercial properties having an aggregate principal balance of
$943,279,471 as of the cut-off date. The loans were contributed to
the trust by Bank of Montreal, Goldman Sachs Mortgage Company,
Argentic Real Estate Finance 2 LLC, Wells Fargo Bank, National
Association, Société Générale Financial Corporation, Starwood
Mortgage Capital LLC, Citi Real Estate Funding Inc., UBS AG,
KeyBank National Association, Zions Bancorporation, N.A., LMF
Commercial, LLC, and BSPRT CMBS Finance, LLC.
The master servicer is expected to be Midland Loan Services, a
Division of PNC Bank, National Association, and the special
servicer is expected to be Argentic Services Company LP. The
trustee and certificate administrator is expected to be
Computershare Trust Company, N.A. The certificates are expected to
follow a sequential paydown structure.
Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 56.6% of the loans by
balance, cash flow analysis of 92.4% of the pool and asset summary
reviews on 100% of the pool.
KEY RATING DRIVERS
Fitch Net Cash Flow: Fitch performed cash flow analyses on 35 loans
totaling 92.4% of the pool by balance. Fitch's resulting aggregate
net cash flow (NCF) of $107.5 million represents a 12.78% decline
from the issuer's aggregate underwritten NCF of $123.3 million.
Aggregate cash flows include only the pro-rated trust portion of
any pari passu loan.
Lower Fitch Leverage: The pool has lower leverage compared to
recent multiborrower transactions rated by Fitch. The pool's Fitch
loan-to-value ratio (LTV) of 86.4% is better than both the 2024 YTD
and 2023 averages of 89.4% and 88.3%, respectively. The pool's
Fitch NCF debt yield (DY) of 11.4% is better than both the 2024 YTD
and 2023 averages of 11.2% and 10.9%, respectively.
Investment-Grade Credit Opinion Loans: Two loans representing 15.9%
of the pool by balance received an investment-grade credit opinion.
St. Johns Town Center (8.6%) received an investment-grade credit
opinion of 'Asf*' on a standalone basis. 20 & 40 Pacifica (7.3%)
received an investment-grade credit opinion of 'A-sf*' on a
standalone basis. The pool's total credit opinion percentage is
better than the 2024 YTD average of 12.8%, but worse than the 2023
average of 17.8%. Excluding the credit opinion loans, the pool's
Fitch LTV and DY are 89.9% and 11.2%, respectively, compared to the
equivalent conduit 2024 YTD LTV and DY averages of 93.6% and 10.6%,
respectively.
Higher Pool Concentration: The pool is more concentrated than
recently rated Fitch transactions. The top 10 loans make up 62.0%
of the pool, which is worse than the 2024 YTD average of 59.8%, but
better than the 2023 average of 63.7%. Fitch measures loan
concentration risk with an effective loan count, which accounts for
both the number and size of loans in the pool. The pool's effective
loan count is 21.4. Fitch views diversity as a key mitigant to
idiosyncratic risk. Fitch raises the overall loss for pools with
effective loan counts below 40.
Higher Amortization: Based on the scheduled balances at the end of
the loan terms, the pool will pay down by 1.5%, which is better
than both the 2024 YTD and 2023 averages of 0.7% and 1.4%,
respectively. The pool has 31 interest-only loans (85.9% of the
pool), which is better than the 2024 YTD average of 91.5% but worse
than the 2023 average of 84.5%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Declining cash flow decreases property value and capacity to meet
its debt service obligations. The table below indicates the
model-implied rating sensitivity to changes in one variable, Fitch
NCF:
- Original Rating: 'AAAsf' / AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' /
'BBB-sf' / 'BB-sf' / 'B-sf';
- 10% NCF Decline: 'AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' / 'BB+sf' /
'BBsf' / 'B-sf' / less than 'CCCsf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model-implied rating sensitivity to changes to in one variable,
Fitch NCF:
- Original Rating: 'AAAsf' / AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' /
'BBB-sf' / 'BB-sf' / 'B-sf';
- 10% NCF Increase: 'AAAsf' / 'AAAsf' / 'AAsf' / 'Asf' / 'BBB+sf' /
'BBBsf' / 'BBsf' / 'B+sf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BRIDGE STREET I: S&P Assigns BB- (sf) Rating on Class D-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1R, A-2R,
B-R, C-1R, C-2R, and D-R replacement debt from Bridge Street CLO I
Ltd./Bridge Street CLO I LLC, a CLO managed by FS Structured
Products Advisor LLC, a subsidiary of FS Investments, that was
originally issued in January 2021.
On the June 21, 2024, refinancing date, the proceeds from the
replacement debt were used to redeem the January 2021 debt.
Consequently, we withdrew our ratings on the January 2021 debt and
assigned ratings to the replacement debt.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the second
supplemental indenture:
-- The non-call period was extended to June 21, 2026.
-- The reinvestment period was extended to July 20, 2029.
-- The legal final maturity dates (for the replacement debt and
the existing subordinated notes) were extended to July 20, 2037.
-- No additional assets were purchased on the June 21, 2024,
refinancing date, and the target initial par amount remains
unchanged at $350.00 million. There was no additional effective
date or ramp-up period, and the first payment date following the
refinancing is July 20, 2024.
-- The transaction has added a restriction to the acquisition of
obligations issued by obligors in certain industries.
Replacement And Refinanced Debt Issuances
Replacement debt
-- Class A-1R, $224.00 million: three-month CME term SOFR + 1.55%
-- Class A-2R, $42.00 million: three-month CME term SOFR + 1.95%
-- Class B-R (deferrable), $21.00 million: three-month CME term
SOFR + 2.20%
-- Class C-1R (deferrable), $17.50 million: three-month CME term
SOFR + 3.40%
-- Class C-2R (deferrable), $7.00 million: three-month CME term
SOFR + 4.80%
-- Class D-R (deferrable), $10.50 million: three-month CME term
SOFR + 7.05%
Refinanced debt
-- Class A-1, $224.00 million: three-month CME term SOFR + 1.53% +
CSA(i)
-- Class A-2, $42.00 million: three-month CME term SOFR + 2.05% +
CSA(i)
-- Class B, $17.50 million: three-month CME term SOFR + 2.70% +
CSA(i)
-- Class C, $21.00 million: three-month CME term SOFR + 4.14% +
CSA(i)
-- Class D, $14.00 million: three-month CME term SOFR + 7.50% +
CSA(i)
-- Subordinated notes, $35.20 million: Not applicable
(i)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Bridge Street CLO I Ltd./Bridge Street CLO I LLC
Class A-1R, $224.00 million: AAA (sf)
Class A-2R, $42.00 million: AA (sf)
Class B-R (deferrable), $21.00 million: A (sf)
Class C-1R (deferrable), $17.50 million: BBB (sf)
Class C-2R (deferrable), $7.00 million: BBB- (sf)
Class D-R (deferrable), $10.50 million: BB- (sf)
Ratings Withdrawn
Bridge Street CLO I Ltd./Bridge Street CLO I LLC
Class A-1 to NR from AAA (sf)
Class A-2 to NR from AA (sf)
Class B to NR from A (sf)
Class C to NR from BBB- (sf)
Class D to NR from BB- (sf)
Other Outstanding Debt
Bridge Street CLO I Ltd./Bridge Street CLO I LLC
Subordinated notes, $35.20 million: NR
CIFC FUNDING 2021-I: Fitch Assigns 'BB-sf' Rating on Cl. E-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to CIFC
Funding 2021-I, Ltd. reset transaction.
Entity/Debt Rating
----------- ------
CIFC Funding
2021-I, Ltd.
X LT NRsf New Rating
A-1R LT NRsf New Rating
A-L Loan LT NRsf New Rating
B-R LT AAsf New Rating
C-R LT Asf New Rating
D-1-R LT BBB-sf New Rating
D-2-R LT BBB-sf New Rating
E-R LT BB-sf New Rating
Subordinated LT NRsf New Rating
TRANSACTION SUMMARY
CIFC Funding 2021-I, Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by CIFC
Asset Management LLC which originally closed in March 2021. The
CLO's secured notes will be refinanced on June 21, 2024 from
proceeds of the new secured notes. Net proceeds from the issuance
of the secured and subordinated notes will provide financing on a
portfolio of approximately $450 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 24.29, versus a maximum covenant, in accordance with
the initial expected matrix point of 25. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
95.92% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.56% versus a
minimum covenant, in accordance with the initial expected matrix
point of 70.1%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 45% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BB+sf' and 'A+sf' for class B-R, between 'B+sf'
and 'BBB+sf' for class C-R, between less than 'B-sf' and 'BB+sf'
for class D-1-R, between less than 'B-sf' and 'BB+sf' for class
D-2-R, and between less than 'B-sf' and 'B+sf' for class E-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R, 'AAsf' for class C-R, 'Asf'
for class D-1-R, 'A-sf' for class D-2-R, and 'BBBsf' for class
E-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for CIFC Funding
2021-I, Ltd. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.
CITIGROUP 2016-GC37: Fitch Alters Outlook on 'B-sf' Rating to Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed 13 classes of Citigroup Commercial
Mortgage Trust Commercial Mortgage Pass-Through Certificates,
series 2016-GC36 (CGCMT 2016-GC36). The Rating Outlooks for one of
the affirmed classes was revised to Negative from Stable. The
Outlook for two classes remains Negative.
Fitch has also affirmed 13 classes of Citigroup Commercial Mortgage
Trust Commercial Mortgage Pass-Through Certificates, series
2016-GC37 (CGCMT 2016-GC37). The Outlooks for five of the affirmed
classes were revised to Negative from Stable.
Entity/Debt Rating Prior
----------- ------ -----
CGCMT 2016-GC36
A-3 17324TAC3 LT AAAsf Affirmed AAAsf
A-4 17324TAD1 LT AAAsf Affirmed AAAsf
A-5 17324TAE9 LT AAAsf Affirmed AAAsf
A-AB 17324TAF6 LT AAAsf Affirmed AAAsf
A-S 17324TAJ8 LT AAsf Affirmed AAsf
B 17324TAK5 LT Asf Affirmed Asf
C 17324TAM1 LT BBB-sf Affirmed BBB-sf
D 17324TAN9 LT CCCsf Affirmed CCCsf
E 17324TAQ2 LT CCsf Affirmed CCsf
EC 17324TAL3 LT BBB-sf Affirmed BBB-sf
F 17324TAS8 LT Csf Affirmed Csf
X-A 17324TAG4 LT AAsf Affirmed AAsf
X-D 17324TAY5 LT CCCsf Affirmed CCCsf
CGCMT 2016-GC37
A-3 17290XAS9 LT AAAsf Affirmed AAAsf
A-4 17290XAT7 LT AAAsf Affirmed AAAsf
A-AB 17290XAU4 LT AAAsf Affirmed AAAsf
A-S 17290XAV2 LT AAAsf Affirmed AAAsf
B 17290XAW0 LT AA-sf Affirmed AA-sf
C 17290XAX8 LT A-sf Affirmed A-sf
D 17290XAA8 LT BBsf Affirmed BBsf
E 17290XAC4 LT B-sf Affirmed B-sf
EC 17290XBA7 LT A-sf Affirmed A-sf
F 17290XAE0 LT CCCsf Affirmed CCCsf
X-A 17290XAY6 LT AAAsf Affirmed AAAsf
X-B 17290XAZ3 LT AA-sf Affirmed AA-sf
X-D 17290XAL4 LT BBsf Affirmed BBsf
KEY RATING DRIVERS
Increased 'Bsf' Loss Expectations: The deal-level 'Bsf' rating case
loss has increased since Fitch's prior rating action to 10.9% in
CGCMT 2016-GC36 and 7.8% in CGCMT 2016-GC37. The CGCMT 2016-GC36
transaction has nine Fitch Loans of Concern (FLOCs; 42.0% of the
pool), including one loan (8.7%) in special servicing. The CGCMT
2016-GC37 transaction has six FLOCs (31.2%), with no loans
currently in special servicing.
CGCMT 2016-GC36: The Negative Outlook on classes B, EC, and C are
due to the increased risks with FLOCs Glenbrook Square (8.7% of the
pool), South Plains Mall (2.6%), Northeast Corporate Center (2.2%),
and King of Prussia Hotel Portfolio (3.2%). In addition, the
Negative Outlooks reflects the pool's high exposure to office
loans, as 30.8% of the pool is secured by office properties.
CGCMT 2016-GC37: The Outlook revisions for classes C, EC, D, X-D,
and E to Negative from Stable reflects the higher pool loss
expectations since the prior rating action, mainly due to increased
risks with FLOCs West LA Office - 350 South Beverly Drive (6.5%),
Hotel on Rivington (6.5%), and 79 Madison (7.5%). Both 79 Madison
and West LA Office saw large increases in expected loss from prior
reviews due to the large decline in cashflow seen in YE 2023.
Downgrades are possible with continued occupancy and cashflow
deterioration and lack of performance stabilization.
Largest Contributors to Loss: The largest contributor to overall
loss expectations in CGCMT 2016-GC36 is the Glenbrook Square loan,
secured by 784,604-sf of a 1,005,604-sf super-regional mall in Fort
Wayne, IN. The loan, which is sponsored by Brookfield Property
Partners, transferred to special servicing in July 2020 for payment
default. The loan has been periodically brought current on payments
through the application of trapped cash throughout 2021 and 2022.
According to the special servicer, the property is in receivership
(Spinoso Real Estate) as of September 2022, and the receiver has
been able to attract new tenants and maintain tenancy.
Collateral anchors include Macy's (25% of NRA leased through
January 2027) and JCPenney (19%; May 2028). Former collateral
anchor Carson's (12.1%) and non-collateral anchor Sears both closed
their stores at the property in 2018, and the Sears store has been
demolished. Collateral occupancy was 82.3% occupied as of the April
2024 rent roll, compared with 80.7% as of the September 2022, 79.3%
in August 2021, 80.4% in December 2020, and 82.3% in March 2019.
The servicer-reported NOI debt service coverage ratio (DSCR) has
fallen to 1.14x at YE 2022 from 1.37x at June 2020 and 1.32x at YE
2019.
Fitch's 'Bsf' rating case loss of 67.5% (prior to concentration
add-ons) considers a discount to the January 2023 appraisal value
and implies a 23% cap rate to the YE 2022 NOI.
The second largest contributor to overall loss expectations in
CGCMT 2016-GC36 is the South Plains Mall loan, secured by
992,140-sf portion of a 1,135,840-sf super-regional mall located in
Lubbock, TX. The loan is sponsored by the Macerich Company and GIC
Realty. Collateral anchors include Dillard's (26% of collateral NRA
through April 2024); JCPenney (21%; March 2028); Home Depot (10.4%;
December 2040); Premiere Cinemas (16 screens - 6.3%; April 2032),
and a non-collateral former Sears (143,700 sf), which closed in
late 2018.
According to the servicer, Dillard's is still in-place at the
property and is on a month-to-month lease, following its lease
expiration in April 2024. In addition, the servicer noted that the
tenant will be closing its current locations and will be relocating
to the former Sear's space at the mall, which is set to happen in
fall 2024.
The December 2023 rent roll shows 36 leases totaling 29.2% of NRA
that are expiring by YE 2024, including Dillard's (26% of NRA),
which expired in April 2024. An additional 20 leases representing
8.1% of the NRA is set to expire by YE 2025. YE 2023 occupancy was
84% compared with 96% at YE 2022, 84% at YE 2021 and 79% at YE
2020. NOI DSCR also increased to 2.00x at YE 2023, compared with
1.87x at YE 2022, 1.69x at YE 2021 and 1.77x at YE 2020.
Fitch's 'Bsf' rating case loss of 34.6% (prior to concentration
add-ons) reflects a 15.0% cap rate, a 15% stress to the YE 2023
NOI, and factors an increased probability of default given its
tertiary market location and declining performance.
The third largest contributor to overall loss expectations in CGCMT
2016-GC36 is the Northeast Corporate Center loan, secured by three,
one-story office buildings containing 221,747 sf located in Ann
Arbor, MI.
The largest tenants include KLA-Tencor (25.4% of the NRA or 42.4%
of base rent, expiring in July 2024), The Regents of the University
of Michigan (24.7%; December 2028), Precision Safety Innovation
(16.2%; September 2031), and Home Point Financial Corporation
(14.7% of NRA; June 2025).
Per the December 2023 rent roll, the property was 73.3% occupied,
compared to 72% at YE 2022, 96% at YE 2021, 80% at YE 2020, and 69%
at YE 2019. Upcoming lease rollover includes 25.6% of the NRA in
2024 (including the largest tenant KLA-Tencor Corporation) and
14.6% in 2025. As of YE 2023, the NOI DSCR was 1.44x, compared to
1.51x at YE 2022, 1.63x at YE 2021, 1.23x at YE 2020, and 1.35x at
YE 2019.
Fitch's 'Bsf' rating case loss of 31.5% (prior to concentration
add-ons) reflects a 10.0% cap rate, 40% stress to the YE 2023 NOI,
and factors an increased probability of default due to its
declining DSCR and high upcoming rollover.
The largest contributor to overall loss expectations in CGCMT
2016-GC37 is the West LA Office - 350 South Beverly Drive loan,
secured by a 60,281-sf class B office building located in Beverly
Hills, CA. Major tenants at the property include First Citizens
Bank (13.2%; December 2028), Latitude Management Real Estate
(12.5%; June 2024), and Sam Najmabadi M.D. (11.7%; November 2033).
Occupancy at the property has been volatile over the past few years
when the occupancy declined to 65% in 2019, from 94% in 2018.
Notable vacated tenants include: Untitled Entertainment LLC (22% of
the NRA), FS US services (6%) and Agency for Performing Arts (13%)
vacating at their respective lease expirations in 2020 and 2021.
As of YE 2023, the occupancy has increased to 75%, compared to
52.1% at September 2022, 59% at YE 2021 and 65% at YE 2020.
Upcoming rollover includes 12.5% of the NRA in 2024, and 8.3% of
the NRA in 2025. The NOI DSCR has been low since the loan started
amortizing in 2020. As of YE 2023, the NOI DSCR was 0.64x, compared
to 0.56x at YE 2022, 0.67x at YE 2021, 1.08x at YE 2020, and 1.74x
at YE 2019.
Fitch's 'Bsf' rating case loss of 34.7% (prior to concentration
add-ons) reflects a 9.5% cap rate, 10% stress to the YE 2023 NOI,
and factors an increased probability of default due to its
continued low DSCR.
The second largest contributor to overall loss expectations in
CGCMT 2016-GC37 is the 79 Madison Avenue loan, secured by a 17
story, 274,084 SF office building with ground floor retail located
on Madison Avenue in NYC.
Major tenants at the property include WeWork (49%; July 2032), Ted
Moudis Associates Inc (13%; July 2024), and Blu Dot Design &
Manufacturer (6.5% NRA; September 2031). Occupancy declined to 68%
at YE2021 due to Allsteel (formerly 6% of the NRA) vacating at
lease expiration in September 2021, along with WeWork reducing
their space by 72,000 SF or 26% of the NRA. As of YE 2022, the
property was 68% occupied, the same as YE 2022 and YE 2021, and
down from the property being 100% occupied from 2018 to 2020. The
NOI DSCR was 1.26x at YE 2023, compared to 2.91x at YE 2022, 2.71x
at YE 2021, 2.75x at YE 2020, and 2.64x at YE 2019.
Fitch's 'Bsf' rating case loss of 28.4% (prior to concentration
add-ons) reflects an 9% cap rate, 15% stress to the YE 2023 NOI,
and factors an increased probability of default due to its
declining occupancy and WeWork exposure.
The third largest contributor to overall loss expectations in CGCMT
2016-GC37 is the Hotel on Rivington loan, secured by a 109-key
full-service hotel located in the Lower East Side of Manhattan, at
the cross streets of Rivington and Essex.
The hotel continues to underperform its competitive set. According
to the September 2023 STR report, the subject reported TTM
occupancy, ADR and RevPAR of 57.1%, $277.68 and $158.67%, compared
with 51.8%, $319.43 and $165.35, respectively, as of September
2022. The respective penetration rates with respect to occupancy,
ADR, and RevPAR as of the TTM September 2023 STR report were 68.4%,
86.5% and 59.1%. The NOI DSCR has remained below 1.0x since 2020.
A renovation of the hotel was planned to bring a brand-new look and
reposition it to a 5-star hotel, with a top firm set to re-design
the restaurant, rooftop, night club and guest rooms. The borrower
has not provided updates regarding the renovation.
Fitch's 'Bsf' rating case loss of 24.2% (prior to concentration
add-ons) reflects an 11.25% cap rate, no additional stress to the
YE 2022 NOI, and factors an increased probability of default due to
its low DSCR.
Improved Credit Enhancement: As of the June 2024 distribution date,
the pool's aggregate balance for CGCMT 2016-GC36 has been reduced
by 11.0% to $1.03 billion from $1.16 billion at issuance. Eleven
loans (7%) have fully defeased. Eight loans (34.3%) are full-term
interest-only and the remaining 65.7% of the pool is amortizing. 27
loans (42.2%) mature in 2025, and the remaining 28 loans (57.8%)
mature at the beginning of 2026.
As of the June 2024 distribution date, the pool's aggregate balance
for CGCMT 2016-GC37 has been reduced by 23.3% to $532.8 million
from $694.7 million at issuance. Eleven loans (16%) have fully
defeased. Six loans (29.0%) are full-term interest-only and the
remaining 71.0% of the pool is amortizing. 17 loans (15.3%) mature
in 2025, and the remaining 30 loans (84.7%) mature in 2026.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to classes rated 'AAAsf' are not expected due to the
position in the capital structure and expected continued
amortization and loan repayments but may occur if deal-level losses
increase significantly and/or interest shortfalls occur.
Downgrades to classes rated in the 'AAsf', 'AA-sf', 'Asf', and
'A-sf' categories could occur if deal-level losses increase
significantly from outsized losses on larger FLOCs and/or more
loans than expected experience performance deterioration.
Downgrades to in the 'BBB-sf', 'BBsf', and 'B-sf' categories are
possible with higher than expected losses from continued
underperformance of the FLOCs and/or lack of resolution and
increased exposures on the specially serviced loans.
Downgrades to 'CCCsf', 'CCsf', and 'Csf' rated classes would occur
should additional loans transfer to special servicing and/or
default, or as losses become realized or more certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to classes rated in the 'AAsf' and 'AA-sf' category may be
possible with significantly increased credit enhancement (CE),
coupled with stable-to-improved pool-level loss expectations and
improved performance on the FLOCs.
Upgrades to the 'Asf' and 'A-sf' category rated classes would be
limited based on sensitivity to concentrations or the potential for
future concentration. Classes would not be upgraded above 'AA+sf'
if there is likelihood for interest shortfalls.
Upgrades to 'BBB-sf', 'BBsf', and 'B-sf' category rated classes
could occur only if the performance of the remaining pool is
stable, recoveries on the specially serviced loans are better than
expected, and there is sufficient CE to the classes.
Upgrades to 'CCCsf', 'CCsf', and 'Csf' rated classes are not
likely, but may be possible with better than expected recoveries on
specially serviced loans and/or significantly higher values on
FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
CSAIL 2015-C3: Fitch Affirms 'Csf' Rating on Two Tranches
---------------------------------------------------------
Fitch Ratings has affirmed 14 classes of CSAIL 2015-C3 Commercial
Mortgage Trust commercial mortgage pass-through certificates,
series 2015-C3. Fitch has revised the Rating Outlooks on affirmed
classes B and X-B to Negative from Stable.
Entity/Debt Rating Prior
----------- ------ -----
CSAIL 2015-C3
A-3 12635FAS3 LT AAAsf Affirmed AAAsf
A-4 12635FAT1 LT AAAsf Affirmed AAAsf
A-S 12635FAX2 LT AAAsf Affirmed AAAsf
A-SB 12635FAU8 LT AAAsf Affirmed AAAsf
B 12635FAY0 LT Asf Affirmed Asf
C 12635FAZ7 LT BBBsf Affirmed BBBsf
D 12635FBA1 LT CCCsf Affirmed CCCsf
E 12635FAG9 LT CCsf Affirmed CCsf
F 12635FAJ3 LT Csf Affirmed Csf
X-A 12635FAV6 LT AAAsf Affirmed AAAsf
X-B 12635FAW4 LT Asf Affirmed Asf
X-D 12635FBB9 LT CCCsf Affirmed CCCsf
X-E 12635FAA2 LT CCsf Affirmed CCsf
X-F 12635FAC8 LT Csf Affirmed Csf
KEY RATING DRIVERS
Elevated Loss Expectations: The Negative Outlooks for classes B, C,
and X-B reflect increased pool loss expectations driven by
continued performance deterioration and refinance concerns of the
Fitch Loans of Concern (FLOCs), including The Mall of New Hampshire
(9.2% of the pool), Westfield Wheaton (8.9%), and Westfield
Trumbull (3.8%). There are 12 loans (34% of the pool) that were
identified as FLOCs, which includes two loans (1.4%) in special
servicing. Fitch's current ratings reflect a 'Bsf' rating case loss
of 10.9%.
Regional Malls/Largest Contributors to Loss Expectations: The
largest contributor to Fitch's overall loss expectations is the
Westfield Wheaton loan, which is secured by a 1.6 million-sf
regional mall sponsored by Unibail-Rodamco-Westfield and located in
Wheaton, MD. Anchor tenants include JCPenney, Target, Macy's and
Costco. There is also a nine-screen AMC Theater and two
ground-leased outparcels leased to Giant Food and American Freight.
There are five other large retail centers located within a 10-mile
radius, with another competing mall owned by the same sponsor,
Westfield Montgomery, located seven miles away with a similar
inline tenant profile.
Per the December 2023 rent roll, Target is shown as vacant dropping
occupancy to 84% from 96% at YE 2022. Target's lease expires in
February 2025 but the store appears to still be operating. YE 2023
NOI decreased 10.4% compared to YE 2022, and remains 15.8% below
the issuer's underwritten NOI. The loan has remained current since
issuance, with NOI DSCR reporting at 2.28x as of YE 2023, a decline
from 2.55x at YE 2022, 3.05x at YE 2019 and 2.62x at issuance.
Total mall sales as of TTM September 2023 were $437 psf, which
compares to $389 psf at TTM March 2022, $317 psf at YE 2020, and
$353 psf at YE 2019. Excluding the major anchors and grocer, tenant
sales are approximately $355 psf, compared with $296 psf at TTM
March 2022, $189 psf at YE 2020, and $255 psf at YE 2019.
Fitch's 'Bsf' rating case loss prior to concentration add on is
approximately 40%, which reflects a 15% cap rate to the Fitch cash
flow based off a 20% stress to the YE 2023 NOI. Fitch increased the
probability of default in its analysis to reflect the regional mall
property type and increasing maturity default risks. The loan
matures in March 2025.
The second largest contributor to overall loss expectations is the
Mall of New Hampshire loan, which is secured by a regional mall
sponsored by Simon Property Group and located in Manchester, NH.
Sears, a non-collateral anchor, closed in November 2018; a portion
of that space has since been re-leased to Dick's Sporting Goods and
Dave & Buster's. The loan transferred to special servicing in May
2020 due to the pandemic and the special servicer agreed to a
forbearance agreement that deferred payments between May 2020 and
December 2020. The loan was returned to the master servicer in
April 2021 and has remained on the servicer's watchlist due to
ongoing cash management.
As of YE 2023, the property was 84% occupied and NOI DSCR was
1.87x, compared to 82% and 1.94x at YE 2022, 83% and 1.96x at YE
2021, and 87% and 2.11x at YE 2019.
Tenant sales for stores less than 10,000 sf excluding Apple as of
TTM December 2023 were $390 psf, which compares to $417 psf at YE
2021, and $358 psf at YE 2019. Including Apple, tenant sales were
approximately $1,535 psf, compared with $1,294 psf at YE 2021, and
$866 psf at YE 2019. As of TTM December 2023 Apple's sales were
$237 million which equates to $34,700 psf. Apple's lease expires in
January 2025.
Fitch's 'Bsf' rating case loss prior to concentration add on is
approximately 34%, which reflects a cap rate of 15% to the Fitch
net cash flow based off a 10% stress to the YE 2023 NOI. Fitch
increased the probability of default in its analysis to reflect the
regional mall property type and increasing maturity default risks.
The loan matures in July 2025.
The third largest contributor to overall loss expectations is the
Westfield Trumbull loan, which is secured by a 1.1 million-sf
regional mall located in Trumbull, CT, now called Trumbull Mall. In
January 2023 the mall was sold and the loan assumed by Namdar
Realty Group. Anchor tenants include Target, JCPenney, Macy's and
LA Fitness. Lord and Taylor closed in early 2021 following the
retailer's bankruptcy. Macy's extended its lease through January
2026, from its lease expiration in April 2023. Both Macy's and
Target are anchors at a competing mall located 9.5 miles away.
Despite stable occupancy, reporting at 93.7% as of December 2023,
the reported NOI DSCR has increased year-over-year to 2.36x as of
YE 2023 from 1.69x at YE 2022, 1.56x at YE 2021 and 1.93x at YE
2019. The increased NOI was due to a large drop in expenses as
revenues were stable from YE 2022 to YE 2023. The YE 2023 NOI is
19.3% below the issuers underwritten NOI.
Fitch's 'Bsf' rating case loss prior to concentration add on is
approximately 45%, which reflects a 15% cap rate to the Fitch cash
flow based off a 15% stress to the YE 2021 NOI given the lack of
certainty regarding the stability of the YE 2023 expense decline.
Fitch increased the probability of default in its analysis to
reflect the regional mall property type and increasing maturity
default risks. The loan matures in March 2025.
Declining Credit Enhancement (CE): CE has declined on classes E and
F compared to issuance due to $23.3 million in realized losses
incurred by the non-rated Class NR.
As of the May 2024 distribution date, the pool's aggregate
principal balance has been reduced by 23.3% to $1.09 billion from
$1.42 billion at issuance, including $23.3 million in losses (1.6%
of the original pool balance). Twenty-two loans (15.5% of the
current pool balance) have been fully defeased. Ten loans (31.2%)
are full-term interest-only (IO) and 37 loans (36.7%) are partial
IO, all of which have begun amortizing. Only one loan, Soho-Tribeca
Grand Hotel Portfolio (4.6%), is scheduled to mature in 2024 with
the remainder of the pool maturing in 2025. Cumulative interest
shortfalls totaling $3.8 million are currently affecting class NR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to senior 'AAAsf' rated classes are not likely due to
higher pool defeasance and short remaining defeased loan terms,
increasing CE and expected pay-off from non-FLOCs and performing
FLOCs. Downgrades are possible should a large portion of non-FLOCs
that Fitch expects to pay off default at or before maturity,
exposing these classes to prolonged workout losses.
Downgrades to junior 'AAAsf' rated classes are possible with
continued performance deterioration of the FLOCs, increased
expected losses and limited to no improvement in CE, or if interest
shortfalls occur.
Downgrades to classes rated 'Asf' and 'BBBsf', which have Negative
Outlooks, may occur should performance of The Mall of New
Hampshire, Westfield Wheaton, and Westfield Trumbull experience
further performance declines or other larger performing loans
default at or before maturity.
A downgrade to 'CCCsf' or 'CCsf' rated classes would occur should
additional loans transfer to special servicing and/or default, or
as losses become realized or more certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to the classes rated 'Asf' and 'BBBsf' may occur with
performance improvements of the FLOCs including The Mall of New
Hampshire, Westfield Wheaton, and Westfield Trumbull coupled with
improving CE and/or defeasance.
Upgrades to classes rated 'CCCsf', 'CCsf' and 'Csf' are unlikely
absent significant performance improvement and substantially higher
recoveries than expected on the FLOCs and specially serviced
loans.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
DIAMETER CAPITAL 7: S&P Assigns BB- (sf) Rating on Class D Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Diameter Capital CLO 7
Ltd./Diameter Capital CLO 7 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Diameter CLO Advisors LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool, which consists
primarily of broadly syndicated speculative-grade (rated 'BB+' and
lower) senior secured term loans.
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Diameter Capital CLO 7 Ltd./Diameter Capital CLO 7 LLC
Class A-1A, $341.000 million: AAA (sf)
Class A-1B, $11.000 million: AAA (sf)
Class A-2, $66.000 million: AA (sf)
Class B (deferrable), $33.000 million: A (sf)
Class C (deferrable), $33.000 million: BBB- (sf)
Class D (deferrable), $20.625 million: BB- (sf)
Subordinated notes, $47.500 million: Not rated
ELMWOOD CLO III: Fitch Assigns 'B-sf' Rating on Class F-RR Notes
----------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to the
Elmwood CLO III Ltd. reset transaction.
Entity/Debt Rating
----------- ------
Elmwood CLO III
Ltd._2024
X-RR LT AAAsf New Rating
A-1RR LT AAAsf New Rating
A-2RR LT AAAsf New Rating
B-RR LT AAsf New Rating
C-RR LT Asf New Rating
D-RR LT BBB-sf New Rating
E-RR LT BB-sf New Rating
F-RR LT B-sf New Rating
Subordinated LT NRsf New Rating
TRANSACTION SUMMARY
Elmwood CLO III Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) managed by Elmwood Asset
Management LLC that originally closed in November 2019 and had its
first full refinancing in October 2021. This is the second full
refinancing where the existing secured notes will be redeemed in
full on June 20, 2024. Net proceeds from the issuance of the
secured refinancing notes and the existing subordinated notes will
provide financing on a portfolio of approximately $500 million of
primarily first-lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.44, versus a maximum covenant, in accordance with
the initial expected matrix point of 25.52. Issuers rated in the
'B' rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
95.04% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 75.44% versus a
minimum covenant, in accordance with the initial expected matrix
point of 72.1%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 44.5% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the results under these sensitivity scenarios are as
severe as 'AAAsf' for class X-RR notes, between 'BBB+sf' and
'AA+sf' for class A-1RR notes, between 'BBB+sf' and 'AA+sf' for
class A-2RR notes, between 'BB+sf' and 'A+sf' for class B-RR notes,
between 'B+sf' and 'BBB+sf' for class C-RR notes, between less than
'B-sf' and 'BB+sf' for class D-RR notes, between less than 'B-sf'
and 'B+sf' for class E-RR notes, and between less than 'B-sf' and
'B+sf' for class F-RR notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class X-RR, class A-1RR
and class A-2RR notes as these notes are in the highest rating
category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-RR notes, 'AA+sf' for class C-RR
notes, 'A+sf' for class D-RR notes, 'BBB+sf' for class E-RR notes,
and 'BBB-sf' for class F-RR notes.
Key Rating Drivers and Rating Sensitivities are further described
in the new issue report.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assesses the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Elmwood CLO III
Ltd. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
EMPOWER CLO 2024-2: S&P Assigns BB- (sf) Rating on Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Empower CLO 2024-2
Ltd./Empower CLO 2024-2 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Empower Capital Management LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Empower CLO 2024-2 Ltd./Empower CLO 2024-2 LLC
Class A-1 loans, $62.00 million: AAA (sf)
Class A-1, $194.00 million: AAA (sf)
Class A-2, $8.00 million: AAA (sf)
Class B, $40.00 million: AA (sf)
Class C (deferrable), $24.00 million: A (sf)
Class D (deferrable), $24.00 million: BBB- (sf)
Class E (deferrable), $16.00 million: BB- (sf)
Subordinated notes, $38.50 million: Not rated
EXETER AUTOMOBILE 2022-5: S&P Affirms BB- (sf) Rating on E Notes
----------------------------------------------------------------
S&P Global Ratings raised its ratings on 26 classes of notes from
13 Exeter Automobile Receivables Trust transactions. At the same
time, S&P affirmed its ratings on 12 classes. These transactions
are asset-backed securities backed by subprime retail auto loan
receivables.
The rating actions reflect:
-- Each transaction's collateral performance to date and S&P's
views regarding future collateral performance;
-- S&P's remaining cumulative net loss (CNL) expectations for each
transaction;
-- The transactions' structures and credit enhancement levels;
and
-- Other credit factors, including credit stability, payment
priorities under various scenarios, and sector- and issuer-specific
analyses, including our most recent macroeconomic outlook, which
incorporates a baseline forecast for U.S. GDP and unemployment.
Considering these factors, S&P believes the notes' creditworthiness
is consistent with the raised and affirmed ratings.
S&P said, "The series 2019-4 through 2022-1 are performing in line
with or better than our prior CNL expectations. The series 2022-2,
2022-3, 2022-4, and 2022-5 performance is trending worse than our
initial or prior CNL expectations. For these series, which did not
benefit from COVID-19 pandemic-era stimulus, cumulative gross
losses are higher than recent prior transactions, which, coupled
with lower cumulative recoveries, is resulting in higher net
losses. We have revised our loss expectations accordingly."
Table 1
Collateral performance (%)(i)
Pool Current 61+ day
Series Month factor CNL delinq.
2019-4 56 10.13 14.36 11.92
2020-1 53 11.84 13.88 11.29
2020-2 48 14.52 11.55 10.57
2020-3 45 18.22 11.15 10.39
2021-1 40 20.89 11.39 10.2
2021-2 36 25.59 13.11 10.55
2021-3 34 28.25 14.79 9.98
2021-4 31 31.70 16.16 10.09
2022-1 28 37.19 15.60 9.05
2022-2 26 40.82 16.99 9.53
2022-3 24 45.54 16.88 8.94
2022-4 22 46.57 15.79 9.53
2022-5 20 51.43 13.71 8.57
(i)As of the June 2024 distribution date.
CNL--Cumulative net loss.
Delinq.--Delinquencies.
Table 2
CNL expectations (%)
Original Previous Revised
lifetime lifetime lifetime
Series CNL exp. CNL exp. CNL exp.(iv)
2019-4 20.50-21.50 15.60(i) Up to 14.50
2020-1 20.50-21.50 15.50(i) 14.50
2020-2 23.75-24.75 14.25(i) 12.75
2020-3 23.50-24.50 14.50(i) 13.00
2021-1 23.00-24.00 15.25(i) 14.00
2021-2 21.00-22.00 18.00(i) 17.50
2021-3 19.75-20.75 20.25(i) 19.75
2021-4 19.50-20.50 21.25(i) 21.25
2022-1 18.50-19.50 22.00(ii) 22.00
2022-2 18.25-19.25 At least 23.00(ii) 24.00
2022-3 18.50-19.50 At least 23.00(ii) 25.00
2022-4 18.50-19.50 At least 23.00(ii) 24.50
2022-5 18.75 22.50(iii) 24.00
(i)As of May 2023.
(ii)As of March 2023.
(iii)As of June 2023.
(iv)As of June 2024.
CNL exp.--Cumulative net loss expectations.
N/A–-Not applicable.
Each transaction has a senior sequential principal payment
structure which increases subordination as a percentage of the
amortizing pool for all classes except the lowest-rated subordinate
class. Each transaction also has credit enhancement in the form of
a nonamortizing reserve account, overcollateralization, and excess
spread. The nonamortizing reserve account for each transaction
remains at its required level, which increases as a percentage of
the current pool balance as the pool amortizes. As of the June 2024
distribution date, the overcollateralization is at the specified
target for series 2019-4 through 2021-4. The overcollateralization
level for series 2022-1, 2022-2, 2022-3, 2022-4, and 2022-5 is
currently below its target amount, though as a percent of current
pool balance, remains relatively stable.
The raised and affirmed ratings reflect our view that the total
credit support as a percentage of the amortizing pool balance (as
of the collection period ended May 31, 2024), compared with our
expected remaining losses, is commensurate with the revised
ratings.
Table 3
Hard credit support (%)(i)(ii)
Total hard Current total hard
credit support credit support
Series Class at issuance (%) (% of current)
2019-4 D 13.00 108.01
2019-4 E 5.50 33.95
2020-1 D 13.00 93.51
2020-1 E 5.50 30.15
2020-2 D 22.10 114.08
2020-2 E 11.85 43.47
2020-3 D 19.60 104.72
2020-3 E 9.80 50.93
2020-3 F 5.80 28.98
2021-1 D 16.80 74.72
2021-1 E 7.60 30.67
2021-2 C 26.55 107.03
2021-2 D 10.65 44.89
2021-2 E 5.00 22.82
2021-3 C 24.50 88.45
2021-3 D 10.50 38.90
2021-3 E 4.50 17.66
2021-4 C 25.20 83.74
2021-4 D 12.20 42.74
2021-4 E(iii) 2.80 13.08
2021-4 F(iii) 1.00 7.40
2022-1 C 25.80 77.58
2022-1 D 12.70 42.36
2022-1 E 3.50 17.62
2022-2 B 39.80 97.44
2022-2 C 27.10 66.33
2022-2 D 14.75 36.08
2022-2 E 5.50 13.42
2022-3 B 42.30 89.21
2022-3 C 29.50 61.10
2022-3 D 17.05 33.76
2022-3 E 7.30 12.36
2022-4 B 42.80 91.17
2022-4 C 30.30 64.32
2022-4 D 18.15 38.24
2022-4 E 8.15 16.76
2022-5 B 42.82 82.27
2022-5 C 30.47 58.25
2022-5 D 18.27 34.53
2022-5 E 8.32 15.18
(i)As of the June 2024 distribution date.
(ii)Calculated as a percentage of the total gross receivable pool
balance, which consists of a reserve account,
overcollateralization, and, if applicable, subordination. Excludes
excess spread that can also provide additional enhancement.
(iii)Not rated by S&P Global Ratings.
S&P said, "We analyzed the current hard credit enhancement compared
to the remaining CNL expectations for the classes where hard credit
enhancement alone--without credit to any excess spread--was
sufficient, in our view, to raise or affirm the ratings at the 'AAA
(sf)' level. For the other classes, we incorporated a cash flow
analysis to assess the loss coverage levels, giving credit to
stressed excess spread. Our cash flow scenarios included
forward-looking assumptions on recoveries, the timing of losses,
and voluntary absolute prepayment speeds that we believe are
appropriate given each transaction's performance to date.
Additionally, we conducted sensitivity analyses to determine the
impact that a moderate ('BBB') stress level scenario would have on
our ratings if losses trended higher than our revised base-case
loss expectations.
"In our view, which is based on our analysis as of the collection
period ended May 31, 2024 (June 2024 distribution), the results
demonstrated that all the classes have adequate credit enhancement
at the upgraded or affirmed rating levels. We will continue to
monitor the performance of the outstanding transactions to ensure
that the credit enhancement remains sufficient, in our view, to
cover our CNL expectations under our stress scenarios for each of
the rated classes."
RATINGS RAISED
Exeter Automobile Receivables Trust
Rating
Series Class To From
2019-4 E AAA (sf) A- (sf)
2020-1 E AAA (sf) BBB+ (sf)
2020-2 E AAA (sf) A (sf)
2020-3 E AAA (sf) A+ (sf)
2020-3 F AA- (sf) BBB+ (sf)
2021-1 D AAA (sf) AA (sf)
2021-1 E A+ (sf) BBB+ (sf)
2021-2 D AA- (sf) A (sf)
2021-3 C AAA (sf) AA+ (sf)
2021-3 D A+ (sf) A- (sf)
2021-4 C AAA (sf) AA (sf)
2021-4 D AA- (sf) A- (sf)
2022-1 C AAA (sf) A (sf)
2022-1 D A+ (sf) BBB (sf)
2022-2 B AAA (sf) AA (sf)
2022-2 C AAA (sf) A (sf)
2022-2 D A (sf) BBB (sf)
2022-3 B AAA (sf) AA (sf)
2022-3 C AAA (sf) A (sf)
2022-3 D BBB+ (sf) BBB (sf)
2022-4 B AAA (sf) AA (sf)
2022-4 C AAA (sf) A (sf)
2022-4 D A- (sf) BBB (sf)
2022-5 B AAA (sf) AA (sf)
2022-5 C AA (sf) A (sf)
2022-5 D BBB+ (sf) BBB (sf)
RATINGS AFFIRMED
Exeter Automobile Receivables Trust
Series Class Rating
2019-4 D AAA (sf)
2020-1 D AAA (sf)
2020-2 D AAA (sf)
2020-3 D AAA (sf)
2021-2 C AAA (sf)
2021-2 E BBB (sf)
2021-3 E BB+ (sf)
2022-1 E BB- (sf)
2022-2 E BB- (sf)
2022-3 E BB- (sf)
2022-4 E BB- (sf)
2022-5 E BB- (sf)
FORTRESS CREDIT XXV: S&P Assigns BB- (sf) Rating on Class E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Fortress Credit BSL XXV
Ltd./Fortress Credit BSL XXV LLC's fixed- and floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by FC BSL CLO Manager LLC series V.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Fortress Credit BSL XXV Ltd./Fortress Credit BSL XXV LLC
Class A, $276.750 million: Not rated
Class B, $58.500 million: AA (sf)
Class C (deferrable), $27.000 million: A (sf)
Class D-1A (deferrable), $16.875 million: BBB (sf)
Class D-1B (deferrable), $10.125 million: BBB (sf)
Class D-2 (deferrable), $5.625 million: BBB- (sf)
Class E (deferrable), $10.125 million: BB- (sf)
Subordinated notes, $48.650 million: Not rated
GENERATE CLO 16: S&P Assigns BB- (sf) Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to Generate CLO 16
Ltd./Generate CLO 16 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Generate Advisors LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Generate CLO 16 Ltd./Generate CLO 16 LLC
Class A-1, $179.500 million: AAA (sf)
Class A-1L loans(i), $90.500 million: AAA (sf)
Class A-2, $22.500 million: AAA (sf)
Class B, $49.500 million: AA (sf)
Class C (deferrable), $27.000 million: A (sf)
Class D-1 (deferrable), $27.000 million: BBB (sf)
Class D-2 (deferrable), $4.500 million: BBB- (sf)
Class E (deferrable), $12.375 million: BB- (sf)
Subordinated notes, $45.000 million: Not rated
(i)All or a portion of the class A-1L loans may be converted into
class A-1 notes, subject to a maximum conversion of $90.50 million.
Upon a conversion, the balance on the class A-1 notes may be
increased, and the balance of the class A-1L loans may be
decreased, to reflect the conversion. No portion of the class A-1
notes may be converted into class A-1L loans.
GOLUB CAPITAL 74: Fitch Assigns 'BB-sf' Rating on Class E Notes
---------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Golub
Capital Partners CLO 74(B), Ltd.
Entity/Debt Rating Prior
----------- ------ -----
Golub Capital Partners
CLO 74(B), Ltd.
A LT AAAsf New Rating AAA(EXP)sf
B LT AAsf New Rating AA(EXP)sf
C LT Asf New Rating A(EXP)sf
D-1 LT BBB-sf New Rating BBB-(EXP)sf
D-2 LT BBB-sf New Rating BBB-(EXP)sf
E LT BB-sf New Rating BB-(EXP)sf
Subordinated LT NRsf New Rating NR(EXP)sf
TRANSACTION SUMMARY
Golub Capital Partners CLO 74(B), Ltd. (the issuer) is an arbitrage
cash flow collateralized loan obligation (CLO) that will be managed
by OPAL BSL LLC. Net proceeds from the issuance of the secured and
subordinated notes will provide financing on a portfolio of
approximately $600 million of primarily first lien senior secured
leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B'/'B-', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 24.73, versus a maximum covenant, in
accordance with the initial expected matrix point of 26. Issuers
rated in the 'B' rating category denote a highly speculative credit
quality; however, the notes benefit from appropriate credit
enhancement and standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
100% first-lien senior secured loans. The weighted average recovery
rate (WARR) of the indicative portfolio is 76.62% versus a minimum
covenant, in accordance with the initial expected matrix point of
75.1%.
Portfolio Composition (Negative): The largest three industries may
comprise up to 57% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
obligor and geographic concentrations is in line with other recent
CLOs. The industry concentration is higher than other recent CLOs
but was accounted for in Fitch's stressed analysis.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period. In Fitch's opinion, these
conditions would reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A, between 'BB+sf'
and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for class C,
between less than 'B-sf' and 'BB+sf' for class D-1, between less
than 'B-sf' and 'BB+sf' for class D-2, and between less than 'B-sf'
and 'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A notes as these
notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AAsf' for class C, 'A+sf' for
class D-1, 'A-sf' for class D-2, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Golub Capital
Partners CLO 74(B), Ltd. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, program, instrument or issuer, Fitch will disclose in
the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.
GS MORTGAGE 2018-3PCK: S&P Lowers X-E Certs Rating to 'CCC (sf)'
----------------------------------------------------------------
S&P Global Ratings lowered its ratings on nine classes of
commercial mortgage pass-through certificates from GS Mortgage
Securities Corp. Trust 2018-3PCK, a U.S. CMBS transaction.
GS Mortgage Securities Corp. Trust 2018-3PCK is a U.S. stand-alone
(single-borrower) CMBS transaction that is backed by a
floating-rate, interest-only (IO) mortgage loan secured by three
enclosed class B and class C regional malls--Riverchase Galleria in
Hoover, Ala.; Columbiana Centre in Columbia, S.C.; and Apache Mall
in Rochester, Minn.--totaling approximately 3.1 million sq. ft., of
which approximately 2.0 million sq. ft. is collateral.
Rating Actions
The downgrades on the class A, B, C, D, and E certificates, despite
higher model-indicated ratings, primarily reflect:
-- Further reported declines in the regional mall portfolio
performance. S&P revised and lowered its expected-case value to
account for this risk. The effect of its lower expected-case
valuation is partly offset by the reduced trust balance (14.6% pay
down since its last review in September 2022).
-- S&P's concerns that the borrower will continue to face
difficulty refinancing the loan after failing to pay it off at its
final modified maturity date in March 2024, despite paying down the
trust balance by 34.7% since issuance. The loan is backed by three
underperforming class B and class C regional malls in secondary and
tertiary markets. The loan re-defaulted and transferred back to
special servicing in January 2024 due to imminent maturity default.
The loan was previously modified and extended in 2021 and 2023.
-- The uncertainty surrounding the potential workout or
liquidation of the specially serviced loan and its effect on the
trust's payment waterfall. The special servicer, Rialto Capital
Advisors LLC, has yet to provide additional details on the expected
resolution strategy and timing, other than that it is currently
reviewing the collateral performance projections to determine the
best resolution path.
-- S&P's concerns that the delayed timing in working out and
resolving the special servicing transfer may lead to liquidity
constraints and/or lower recoveries to the trust. The portfolio's
appraised value continues to decline year-over-year. The revised
March 2024 appraisal value is currently 41.2% below the issuance
appraised value in 2018.
-- Additionally, the downgrade on the class E certificates to 'CCC
(sf)' reflects S&P's view of its increased susceptibility to
liquidity interruption and default, and loss due to the current
market conditions in accordance with its guidance criteria.
-- The downgrades on the class X-A, X-C, X-D, and X-E IO
certificates are based on S&P's criteria for rating IO securities,
in which the rating on the IO securities would not be higher than
that of the lowest-rated reference class. The notional amount of
class X-A references the balance of class A, while class X-C
references class C, class X-D references class D, and class X-E
references class E.
S&P said, "In our Sept. 1, 2022, review ("GS Mortgage Securities
Corp. Trust 2018-3PCK Ratings Affirmed On 10 Classes," published
Sept. 1, 2022), we noted that while the servicer reported stable
occupancy rates for the three-mall portfolio, the servicer-reported
net cash flow (NCF) declined each year since 2020. We attributed
the decreasing NCF mainly to lower base rent, reflecting the
continued challenges that the retail mall sector faces. At that
time, we revised and lowered our aggregate long-term sustainable
NCF to $32.7 million. Assuming a 9.76% weighted average S&P Global
Ratings' capitalization rate and deducting $36.0 million for the
portfolio's mark-to-market adjustment, we arrived at an
expected-case valuation of $299.1 million, or $152 per sq. ft.
Since then, the servicer reported that the NCF increased 8.1% to
$35.9 million in 2022 from $33.2 million in 2021. However, the
reported NCF decreased 12.5% to $31.4 million in 2023 due primarily
to lower occupancy and other income. S&P said, "As a result,
utilizing an 85.4% overall occupancy, a $29.84 per sq. ft. gross
rent, as calculated by S&P Global Ratings, and a 39.9% operating
expense ratio, we arrived at an S&P Global Ratings long term
sustainable NCF of $30.7 million, which is 6.0% below our last
review NCF. Using a 10.80% weighted-average S&P Global Ratings
capitalization rate, we derived an S&P Global Ratings' expected
case value of $284.6 million or $145 per sq. ft., a decline of 4.9%
from our last review value and 27.1% lower than the updated March
2024 appraised value." The revised expected case value yielded an
S&P Global Ratings' loan-to-value ratio of 86.0% on the current
trust balance.
The mortgage loan previously transferred to special servicing on
July 28, 2022, due to imminent maturity default. A modification
agreement, effective Sept. 9, 2022, was finalized in March 2023.
The loan returned to master servicing June 30, 2023, as a corrected
mortgage loan. The modification terms included, among other items:
-- Extending the loan's maturity date by 18 months to March 15,
2024;
-- Paying down the principal balance by $20.0 million;
-- Obtaining an interest rate cap agreement through the extended
maturity date;
-- Paying a 1.0% extension fee; and
-- Following March 2024, extending the loan's maturity date by an
additional six months to Sept. 15, 2024, subject to, among other
items, a 17.5% debt yield test.
-- The loan transferred back to special servicing on Jan. 31,
2024, due to imminent maturity default.
Table 1
Reported collateral performance by servicer
2023(I) 2022(I) 2021(I)
Occupancy rate (%) 89.9 92.3 88.6
Net cash flow (mil. $) 31.4 35.9 33.2
Debt service coverage (x) 1.23 2.08 2.40
Appraisal value (mil. $)(ii) 437.0 506.8 663.5
(i)Reporting period.
(ii)Updated appraisal value dated as of March 2024 of $390.1
million was released by the servicer in March 2024.
Table 2
S&P Global Ratings' key assumptions
CURRENT LAST REVIEW ISSUANCE
(JUNE 2024)(I)(SEP 2022)(I)(SEP 2018)(I)
Trust balance (mil. $) $244.8 $286.7 $375.0
Occupancy rate (%) 85.4 84.5 91.8
Net cash flow (mil. $) 30.7 32.7 41.6
Capitalization rate (%) 10.80 9.76 8.62
Value (mil. $) 284.6 299.1 442.0
Value per sq. ft. ($) 145 152 225
Loan-to-value ratio (%) 86.3 95.9 84.8
(i)Review period.
Property-Level Analysis
S&P said, "Our property-level analysis included a re-evaluation of
the three regional malls backing the sole loan in the pool using
servicer-provided operating statements from 2021 through 2023, and
the available 2023 rent rolls. In addition, we considered the
continuing trend of retail tenant bankruptcies and store closures
and, where applicable, increased our lost rent assumptions and
excluded income from those tenants no longer listed on the
respective mall directory websites, or those that have filed for
bankruptcy protection or announced store closures." The properties
are owned and managed by Brookfield Properties Retail Group.
Details on the three regional malls are as follows.
Riverchase Galleria ($107.2 million current allocated loan amount
[ALA])
Riverchase Galleria is a 1.5 million-sq.-ft. (of which 890,182 sq.
ft. is collateral) regional mall in Hoover, Ala., built in 1986 and
renovated in 2014. The mall is anchored by Von Maur (184,913 sq.
ft.), Belk (112,108 sq. ft.; noncollateral), Belk (76,000 sq. ft.),
J.C. Penney (135,213 sq. ft.; noncollateral), Macy's (216,038 sq.
ft.; noncollateral), a vacant 146,667-sq.-ft. noncollateral anchor
box formerly occupied by Sears, and a dark 69,119-sq.-ft. anchor
box formerly occupied by Belk Home. Five outparcels totaling 33,715
sq. ft. were released between September 2021 and March 2022 for
$11.6 million.
The servicer reported relatively stable occupancy rates since S&P's
last review in September 2022: 84.6% in 2021, 91.6% in 2022, and
92.3% in 2023. The reported NCF increased 14.6% to $15.6 million in
2022 from $13.6 million in 2021, but fell 15.0% to $13.3 million in
2023 due primarily to lower base rent and parking income.
According to the Dec. 31, 2023, rent roll, the collateral property
was 83.0% occupied (after considering the dark Belk Home Store
space and other known tenant movements after the December 2023 rent
roll totaling 9.2% of NRA as vacant). The five largest tenants
(excluding the dark Belk Home Store space) made up 39.5% of the
collateral net rentable area (NRA) and include:
-- Von Maur (20.9% of NRA; 1.6% of in place gross rent as
calculated by S&P Global Ratings; January 2029 lease expiration);
-- Belk (8.6%; 4.0%; January 2030);
-- Dave & Buster's (3.8%; 3.7%; January 2034);
-- Forever 21 (3.2%; pays percentage rent in lieu of fixed base
rent; January 2026); and
-- The White House Interiors (3.0%; 1.4%; September 2026).
The mall faces elevated tenant rollover risk in the near term: 2024
(18.3% of NRA; 22.8% of in-place gross rent, as calculated by S&P
Global Ratings), 2025 (9.1%; 20.2%) and 2026 (10.1%; 15.7%).
S&P said, "In our current analysis, we used the adjusted collateral
occupancy rate of 83.0%, a $29.99 per sq. ft. gross rent, as
calculated by S&P Global Ratings, and a 42.4% operating expense
ratio to derive at a S&P Global Ratings long-term sustainable NCF
of $12.9 million, which is 8.6% lower than our NCF from our last
review of $14.1 million and 3.0% below the servicer reported 2023
figures. Using an 11.00% S&P Global Ratings' capitalization rate
(increased from our last review rate of 10.00% to account for the
perceived increase risk premium for this property), we arrived at
an expected-case value of $117.2 million, which is 5.2% lower than
our last review value of $123.6 million."
Table 3
Reported Riverchase Galleria collateral performance by servicer
2023(I) 2022(I) 2021(I)
Occupancy rate (%) 92.3 91.6 84.6
Net cash flow (mil. $) 13.3 15.6 13.6
Debt service coverage (x) 1.18 2.06 2.24
Appraisal value (mil. $)(ii) 185.0 222.4 290.5
(i)Reporting period. (ii Individual property level appraised value
was not provided for the March 8, 2024, appraised value, which was
in aggregate, $390.1 million.
Table 4
S&P Global Ratings' key assumptions for Riverchase Galleria Mall
CURRENT LAST REVIEW ISSUANCE
(JUNE 2024)(I) (SEP 2022)(I) (SEP 2018)(I)
Allocated loan balance 107.2 111.2 164.2
Occupancy rate (%) 83.0 79.4 94.7
Net cash flow (mil. $) 12.9 14.1 19.0
Capitalization rate (%) 11.00 10.00 9.00
Value (mil. $) 117.2 123.6 191.9
Value per sq. ft. ($) 132 139 216
Loan-to-value ratio (%) 91.5 90.0 85.6
(i)Review period.
Columbiana Center ($89.7 million current ALA)
Columbiana Center is an 812,705-sq.-ft. (of which 452,062 sq. ft.
is collateral) regional mall in Columbia, S.C., built in 1990 and
1992 and renovated in 2005. The mall is anchored by Belk (180,643
sq. ft.; noncollateral), Belk Men's (50,387 sq. ft.), Dillard's
(180,000 sq. ft.; noncollateral), and J.C. Penney (95,000 sq.
ft.).
The servicer reported relatively stable occupancy rates since our
last review: 87.7% in 2021, 97.9% in 2022, and 96.3% in 2023. The
reported NCF increased 13.0% to $14.0 million in 2022 from $12.4
million in 2021. However, it decreased 13.1% to $12.2 million in
2023 due primarily to lower other income and higher real estate
taxes and payroll and benefits expenses.
According to the Dec. 31, 2023, rent roll, the collateral property
was 95.7% occupied. The five largest tenants comprised 44.7% of the
collateral NRA and include:
-- J.C. Penney (21.0% of NRA; 1.9% of in-place gross rent, as
calculated by S&P Global Ratings; February 2026 lease expiration);
-- Belk Men's (11.1%; 2.6%; January 2030);
-- Dave & Buster's (6.8%; 5.0%; January 2032);
-- Forever 21 (3.3%; pays percentage rent in lieu of fixed base
rent; January 2024); and
-- Victoria's Secret (2.5%; 4.5%; January 2027).
The mall has concentrated rollover risk in the near term: 2024
(12.0% of NRA; 11.2% of in place gross rent as calculated by S&P
Global Ratings), 2025 (10.1%; 16.6%), 2026 (30.4%; 14.7%) and 2027
(14.3%; 24.2%).
S&P said, "In our current analysis, utilizing the collateral
occupancy rate of 95.7%, gross rent of $40.59 per sq. ft., as
calculated by S&P Global Ratings, and 33.3% operating expense
ratio, we derived an S&P Global Ratings long-term sustainable NCF
of $11.9 million, which is the same as our last review NCF and 2.3%
below the servicer reported 2023 figures. Using a 10.50% S&P Global
Ratings' capitalization rate (up 100 basis points from our last
review, which reflects our perceived higher risk premium for this
property), we arrived at an expected-case value of $113.4 million,
which is 3.2% below our last review value of $117.2 million."
Table 5
Reported Columbiana Center collateral performance by servicer
2023(I) 2022(I) 2021(I)
Occupancy rate (%) 96.3 97.9 87.7
Net cash flow (mil. $) 12.2 14.0 12.4
Debt service coverage (x) 1.30 2.21 2.44
Appraisal value (mil. $) 187.0 219.5 243.0
(i)Reporting period.
Table 6
S&P Global Ratings' key assumptions for Columbiana Center Mall
CURRENT LAST REVIEW ISSUANCE
(JUNE 2024)(I) (SEP 2022)(I) (SEP 2018)(I)
Allocated loan balance 89.7 93.0 137.3
Occupancy rate (%) 95.7 94.8 97.1
Net cash flow (mil. $) 11.9 11.9 14.3
Capitalization rate (%) 10.50 9.50 8.00
Value (mil. $) 113.4 117.2 168.5
Value per sq. ft. ($) 251 259 373
Loan-to-value ratio (%) 79.1 79.4 81.5
(i)Review period.
Apache Mall ($48.0 million current ALA)
Apache Mall is a 787,314-sq.-ft. (of which 624,524 sq. ft. is
collateral) regional mall in Rochester, Minn., built in 1969 and
renovated in 1992, 2002, and 2015. It is anchored by J.C. Penney
(128,196 sq. ft.), Macy's (162,790 sq. ft.; noncollateral), Scheels
(144,000 sq. ft.), and a vacant 78,130-sq.-ft. anchor box formerly
occupied by Herberger's.
The servicer reported declining occupancy since our last review:
95.7% in 2021, 87.4% in 2022, and 81.9% in 2023. Likewise, the
reported NCF declined 12.8% to $6.3 million in 2022 from $7.2
million in 2021, and another 5.1% to $5.9 million in 2023.
According to the Dec. 31, 2023, rent roll, the collateral property
was 81.3% occupied. The five largest tenants made up 52.0% of the
collateral NRA and include:
-- Scheels (23.1% of NRA; 7.5% of in place gross rent, as
calculated by S&P Global Ratings; April 2025 lease expiration);
-- J.C. Penney (20.7%; 1.7%; October 2024);
-- Barnes and Noble Booksellers (4.1%; 2.3%; January 2026);
-- Forever 21 (2.0%; pays percentage rent in lieu of fixed base
rent; January 2027); and
-- Serenity Couture Salon (2.0%; 4.7%; October 2027).
The property faces elevated tenant rollover risk in the near term:
2024 (27.0% of NRA; 19.6% of in place gross rent, as calculated by
S&P Global Ratings), 2025 (29.1%; 25.3%), 2026 (9.6%; 19.6%) and
2027 (5.9%; 11.6%).
S&P said, "In our current analysis, we assumed the current
collateral occupancy rate of 81.3%, a $19.39 per sq. ft. gross
rent, as calculated by S&P Global Ratings, and a 45.3% operating
expense ratio to derive our long-term sustainable NCF of $5.9
million, 11.3% below our last review NCF of $6.7 million and the
same as the servicer reported 2023 figures. Using an 11.00% S&P
Global Ratings capitalization rate (increased by 125 basis points
from our last review rate of 9.75%), we arrived at an expected-case
value of $54.0 million, which is 7.3% below our last review value
of $58.3 million."
Table 7
Reported Apache Mall collateral performance by servicer
2023(I) 2022(I) 2021(I)
Occupancy rate (%) 81.9 87.4 95.7
Net cash flow (mil. $) 5.9 6.3 7.2
Debt service coverage (x) 1.18 1.85 2.65
Appraisal value (mil. $)(ii) 65.0 64.9 130.0
(i)Reporting period.
Table 8
S&P Global Ratings' key assumptions for Apache Mall
CURRENT LAST REVIEW ISSUANCE
(JUNE 2024)(I) (SEP 2022)(I) (SEP 2018)(I)
Allocated loan balance 48.0 49.8 73.5
Occupancy rate (%) 81.3 84.1 83.7
Net cash flow (mil. $) 5.9 6.7 8.3
Capitalization rate (%) 11.00 9.80 9.00
Value (mil. $) 54.0 58.3 81.5
Value per sq. ft. ($) 86 93 131
Loan-to-value ratio (%) 88.8 85.4 90.1
(i)Review period.
Transaction Summary
The IO mortgage loan had a $375.0 million trust and whole loan
balance at issuance. According to the June 17, 2024, trustee
remittance report, the trust balance was reduced to $244.8 million.
Proceeds from the following were used to paydown the loan balance:
-- $13.8 million from various outparcel releases from the
Riverchase Galleria and Apache malls in 2021 and 2022;
-- $56.7 million in connection with the loan modification and
extension agreement in 2021;
-- $20.0 million in connection with the loan modification and
extension agreement in 2023; and
-- $39.7 million from the excess cash flow reserve account.
The loan currently pays a per annum floating interest rate indexed
to one-month term SOFR plus a weighted average spread of 4.95%
(inclusive of a 0.11448% benchmark adjustment), and matured on
March 15, 2024.
As S&P previously noted, the special servicer executed a
modification agreement effective Sept. 9, 2021. The loan's debt
yield based on the available 2021 operating performance was below
the 14.0% condition for the borrowers to exercise their first
extension option. The modification terms, among other items,
included:
-- Extending the loan's maturity date to Sept. 9, 2022;
-- Deleting the second extension option from the transaction
documents;
-- Paying down $56.7 million of the loan principal balance;
-- Continuing cash management mechanism through final maturity
date; and
-- Depositing funds monthly into an excess cash flow reserve
account up to $3.0 million and the lender applying funds in said
account to reduce the principal balance of the loan.
The loan, which has a reported performing matured balloon payment
status, transferred back to the special servicer on Jan. 31, 2024,
due to imminent maturity default. To date, the trust has not
incurred any principal losses.
S&P said, "We will continue to monitor the performance of the
transaction and loan, as well as the ongoing negotiations between
the borrower and special servicer. If we receive information that
differs materially from our expectations, such as
property/portfolio performance that is below our expectations, or a
workout strategy that negatively affects the transaction's
liquidity and recovery prospects, we may revisit our analysis and
take further rating actions as we deem appropriate."
Ratings Lowered
GS Mortgage Securities Corp. Trust 2018-3PCK
Class A to 'AA- (sf)' from 'AA (sf)'
Class B to 'BBB (sf)' from 'A- (sf)'
Class C to 'BB (sf)' from 'BBB- (sf)'
Class D to 'B- (sf)' from 'BB- (sf)'
Class E to 'CCC (sf)' from 'B (sf)'
Class X-A to 'AA- (sf)' from 'AA (sf)'
Class X-C to 'BB (sf)' from 'BBB- (sf)'
Class X-D to 'B- (sf)' from 'BB- (sf)'
Class X-E to 'CCC (sf)' from 'B (sf)'
HILDENE TRUPS A12BC: Moody's Assigns (P)B3 Rating to $17MM B Notes
------------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to two classes of
notes to be issued by Hildene TruPS Resecuritization A12BC, LLC
(the "Issuer").
Moody's rating action is as follows:
US$35,000,000 Class A Notes due 2037, Assigned (P)Baa3 (sf)
US$17,000,000 Class B Notes due 2037, Assigned (P)B3 (sf)
The notes listed are referred to herein, collectively, as the
"Rated Notes."
RATINGS RATIONALE
The rationale for the ratings is based on a consideration of the
risks associated with the portfolio of ALESCO Preferred Funding
XII, Ltd. (the "Underlying TruPS CDO") and structure as described
in Moody's methodology.
The Rated Notes are secured by the following securities that were
issued by the Underlying TruPS CDO on October 12, 2006:
US$20,611,000 of the $70,000,000 Class B Deferrable Third Priority
Secured Floating Rate Notes Due 2037 (the "Class B Notes")
US$37,750,000.00 of the $60,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2037 (the "Class
C-1 Notes")
US$10,000,000 of the $10,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2037 (the
"Class C-2 Notes")
The Class B Notes, the Class C-1 Notes and the Class C-2 Notes are
referred to herein, collectively as the "Underlying Securities".
Hildene Structured Advisors, LLC will serve as collateral servicer
for this transaction. The transaction prohibits any asset purchases
or substitutions at any time.
In addition to the Rated Notes, the Issuer will issue one class of
subordinated notes.
The transaction incorporates par coverage tests which, if
triggered, divert interest proceeds to pay down the notes in order
of seniority.
The portfolio of the Underlying TruPS CDO consists of mainly TruPS
issued by US regional and community banks and insurance companies,
the majority of which Moody's does not publicly rate. Moody's
assesses the default probability of bank obligors that do not have
public ratings through credit scores derived using RiskCalc(TM), an
econometric model developed by Moody's Analytics. Moody's
evaluation of the credit risk of the bank obligors in the pool
relies on FDIC Q4-2023 financial data. Moody's assumes a fixed
recovery rate of 10% for bank obligations.
Given the continuous challenges facing the banking sector and
observed sudden credit deterioration of regional banks since early
2023, Moody's conducted additional analysis to evaluate the impact
of such potential risk. These stress scenarios were important
qualitative considerations.
Moody's obtained a loss distribution for this CDO's portfolio by
simulating defaults using Moody's CDOROM(TM), which used Moody's
assumptions for asset correlations and fixed recoveries in a Monte
Carlo simulation framework. Moody's then used the resulting loss
distribution, together with structural features of the CDO, as an
input in its CDOEdge(TM) cash flow model.
For modeling purposes, Moody's used the following base-case
assumptions for the Underlying TruPS CDO's portfolio:
Par amount: $283,457,000.00
Weighted Average Rating Factor (WARF): 1024
Weighted Average Spread (WAS): 1.64%
Weighted Average Coupon (WAC): 8.0%
Weighted Average Life (WAL): 8.95
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's
Approach to Rating TruPS CDOs" published in March 2024.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The portfolio consists primarily
of unrated assets whose default probability Moody's assesses
through credit scores derived using RiskCalc(TM) or credit
assessments. Because these are not public ratings, they are subject
to additional estimation uncertainty.
HILDENE TRUPS A12BC: Moody's Assigns B3 Rating to $17MM B Notes
---------------------------------------------------------------
Moody's Ratings has assigned ratings to two classes of notes issued
by Hildene TruPS Resecuritization A12BC, LLC (the "Issuer").
Moody's rating action is as follows:
US$35,000,000 Class A Notes due 2037, Definitive Rating Assigned
Baa3 (sf)
US$17,000,000 Class B Notes due 2037, Definitive Rating Assigned B3
(sf)
The notes listed are referred to herein, collectively, as the
"Rated Notes."
RATINGS RATIONALE
The rationale for the ratings is based on a consideration of the
risks associated with the portfolio of ALESCO Preferred Funding
XII, Ltd. (the "Underlying TruPS CDO") and structure as described
in Moody's methodology.
The Rated Notes are secured by the following securities that were
issued by the Underlying TruPS CDO on October 12, 2006:
US$20,611,000 of the $70,000,000 Class B Deferrable Third Priority
Secured Floating Rate Notes Due 2037 (the "Class B Notes")
US$37,750,000.00 of the $60,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2037 (the "Class
C-1 Notes")
US$10,000,000 of the $10,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2037 (the
"Class C-2 Notes")
The Class B Notes, the Class C-1 Notes and the Class C-2 Notes are
referred to herein, collectively as the "Underlying Securities".
Hildene Structured Advisors, LLC will serve as collateral servicer
for this transaction. The transaction prohibits any asset purchases
or substitutions at any time.
In addition to the Rated Notes, the Issuer issued one class of
subordinated notes.
The transaction incorporates par coverage tests which, if
triggered, divert interest proceeds to pay down the notes in order
of seniority.
The portfolio of the Underlying TruPS CDO consists of mainly TruPS
issued by US regional and community banks and insurance companies,
the majority of which Moody's does not publicly rate. Moody's
assesses the default probability of bank obligors that do not have
public ratings through credit scores derived using RiskCalc(TM), an
econometric model developed by Moody's Analytics. Moody's
evaluation of the credit risk of the bank obligors in the pool
relies on FDIC Q4-2023 financial data. Moody's assume a fixed
recovery rate of 10% for bank obligations.
Given the continuous challenges facing the banking sector and
observed sudden credit deterioration of regional banks since early
2023, Moody's conducted additional analysis to evaluate the impact
of such potential risk. These stress scenarios were important
qualitative considerations.
Moody's obtained a loss distribution for this CDO's portfolio by
simulating defaults using Moody's CDOROM(TM), which used Moody's
assumptions for asset correlations and fixed recoveries in a Monte
Carlo simulation framework. Moody's then used the resulting loss
distribution, together with structural features of the CDO, as an
input in its CDOEdge(TM) cash flow model.
For modeling purposes, Moody's used the following base-case
assumptions for the Underlying TruPS CDO's portfolio:
Par amount: $283,457,000.00
Weighted Average Rating Factor (WARF): 1024
Weighted Average Spread (WAS): 1.64%
Weighted Average Coupon (WAC): 8.0%
Weighted Average Life (WAL): 8.95
Methodology Underlying the Rating Action
The principal methodology used in these ratings was "Moody's
Approach to Rating TruPS CDOs" published in March 2024.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The portfolio consists primarily
of unrated assets whose default probability Moody's assess through
credit scores derived using RiskCalc(TM) or credit assessments.
Because these are not public ratings, they are subject to
additional estimation uncertainty.
HUNTINGTON BANK 2024-1: Moody's Assigns B3 Rating to Class D Notes
------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to the Huntington
Bank Auto Credit-Linked Notes, Series 2024-1 (HACLN 2024-1) notes
issued by The Huntington National Bank (HNB, senior unsecured A3).
The credit-linked notes reference a pool of fixed rate auto
installment contracts with prime-quality borrowers originated and
serviced by HNB.
HACLN 2024-1 is the first credit linked notes transaction issued by
HNB to transfer credit risk to noteholders through a hypothetical
financial guaranty on a reference pool of auto loans originated and
serviced by HNB.
The complete rating actions are as follows:
Issuer: Huntington Bank Auto Credit-Linked Notes, Series 2024-1
Class B-1 Notes, Definitive Rating Assigned A3 (sf)
Class B-2 Notes, Definitive Rating Assigned A3 (sf)
Class C Notes, Definitive Rating Assigned Ba2 (sf)
Class D Notes, Definitive Rating Assigned B3 (sf)
RATINGS RATIONALE
The notes are floating-rate, with the exception of the Class B-1
notes which are fixed-rate. All are unsecured obligations of HNB.
Unlike principal payment, interest payment to the notes is not
dependent on the performance of the reference pool. This deal is
unique in that the source of payments for the notes will be HNB's
own funds, and not the collections on the loans or note proceeds
held in a segregated trust account. As a result, Moody's capped the
ratings of the notes at HNB's senior unsecured rating (A3
negative).
The credit risk exposure of the notes depends on the actual
realized losses incurred by the reference pool. This transaction
has a pro-rata structure, which is more beneficial to the
subordinate bondholders than the typical sequential-pay structure
seen in US auto loan securitizations.
The ratings are based on the quality of the underlying collateral
and its expected performance, the strength of the capital
structure, and the experience of HNB as the servicer.
Moody's median cumulative net loss expectation for the 2024-1
reference pool is 0.50% and the loss at a Aaa stress is 4.50%.
Moody's based Moody's cumulative net loss expectation on an
analysis of the credit quality of the underlying collateral; the
historical performance of similar collateral, including
securitization performance and managed portfolio performance; the
ability of HNB to perform the servicing functions; and current
expectations for the macroeconomic environment during the life of
the transaction.
At closing, the Class B notes, Class C notes, and Class D notes
benefit from 2.50%, 1.75%, and 1.00% of hard credit enhancement,
respectively. Hard credit enhancement for the notes consists of
subordination.
IMPERIAL FUND 2020-NQM1: S&P Raises Cl. B-2 Notes Rating to 'BB+'
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S&P Global Ratings completed its review of the ratings on 12
classes from two U.S. RMBS non-qualified mortgage (non-QM)
transactions. The review yielded four upgrades and eight
affirmations.
S&P said, "For each transaction, we performed a credit analysis
using updated loan-level information, from which we determined
foreclosure frequency, loss severity, and loss coverage amounts
commensurate for each rating level. In addition, we used the same
mortgage operational assessment, representation and warranty, and
due diligence factors that were applied at issuance. Our geographic
concentration and prior credit event adjustment factors were based
on the transactions' current pool compositions."
The upgrades primarily reflect deleveraging, as the rated classes
benefit from a growing percentage of credit support from regular
principal payments, historical prepayments, and the degree of
credit enhancement relative to delinquencies.
The affirmations reflect S&P's view that the projected collateral
performance relative to its projected credit support on these
classes remains relatively consistent with its prior projections.
Analytical Considerations
S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by its projected cash flows. These considerations
are based on transaction-specific performance or structural
characteristics (or both) and their potential effects on certain
classes. Some of these considerations may include:
-- Collateral performance or delinquency trends;
-- Historical interest shortfalls or missed interest payments;
-- Loan modifications;
-- The priority of principal payments;
-- The priority of loss allocation;
-- Available subordination and/or credit enhancement floors; and
-- Large balance loan exposure/tail risk.
Ratings List
RATING
ISSUER
SERIES CLASS CUSIP TO FROM
CHNGE Mortgage Trust 2022-NQM1
2022-NQM1 A-1 12569CAA9 AAA (sf) AAA (sf)
CHNGE Mortgage Trust 2022-NQM1
2022-NQM1 A-2 12569CAB7 AA+ (sf) AA (sf)
PRIMARY RATING DRIVERS: Increased credit support.
CHNGE Mortgage Trust 2022-NQM1
2022-NQM1 A-3 12569CAC5 A (sf) A (sf)
CHNGE Mortgage Trust 2022-NQM1
2022-NQM1 M-1 12569CAD3 BBB (sf) BBB (sf)
CHNGE Mortgage Trust 2022-NQM1
2022-NQM1 B-1 12569CAE1 BB (sf) BB (sf)
CHNGE Mortgage Trust 2022-NQM1
2022-NQM1 B-2 12569CAF8 B (sf) B (sf)
Imperial Fund Mortgage Trust 2020-NQM1
2020-NQM1 A-1 452760AA9 AAA (sf) AAA (sf)
Imperial Fund Mortgage Trust 2020-NQM1
2020-NQM1 A-2 452760AB7 AA+ (sf) AA+ (sf)
Imperial Fund Mortgage Trust 2020-NQM1
2020-NQM1 A-3 452760AC5 AA (sf) AA (sf)
Imperial Fund Mortgage Trust 2020-NQM1
2020-NQM1 M-1 452760AD3 AA- (sf) A+ (sf)
PRIMARY RATING DRIVERS: Increased credit support.
Imperial Fund Mortgage Trust 2020-NQM1
2020-NQM1 B-1 452760AE1 A- (sf) BBB+ (sf)
PRIMARY RATING DRIVERS: Increased credit support.
Imperial Fund Mortgage Trust 2020-NQM1
2020-NQM1 B-2 452760AF8 BB+ (sf) BB (sf)
PRIMARY RATING DRIVERS: Increased credit support.
IMSCI 2014-6: Fitch Affirms Bsf Rating on Class G Debt
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Fitch Ratings has affirmed all 16 classes for three Canadian CMBS
conduit transactions from the 2013 to the 2015 vintages. One Rating
Outlook class was revised to Negative from Stable in both the
Institutional Mortgage Securities Canada Inc. (IMSCI) 2013-3 and
IMSCI 2015-6 transactions. Four Outlook classes were revised to
Stable from Positive in IMSCI 2014-5. All currencies are
denominated in Canadian Dollars (CAD).
Entity/Debt Rating Prior
----------- ------ -----
Institutional Mortgage
Securities Canada
Inc. 2014-5
B 45779BCC1 LT AAAsf Affirmed AAAsf
C 45779BCD9 LT AAsf Affirmed AAsf
D 45779BCE7 LT Asf Affirmed Asf
E 45779BCF4 LT BBB-sf Affirmed BBB-sf
F 45779BCG2 LT BBsf Affirmed BBsf
G 45779BCH0 LT Bsf Affirmed Bsf
IMSCI 2013-3
C 45779BBC2 LT PIFsf Paid In Full AAAsf
D 45779BBD0 LT PIFsf Paid In Full Asf
E 45779BBE8 LT BBsf Affirmed BBsf
F 45779BAV1 LT CCCsf Affirmed CCCsf
G 45779BAW9 LT Dsf Affirmed Dsf
Institutional Mortgage
Securities Canada
Inc. 2015-6
A-1 45779BDF3 LT PIFsf Paid In Full AAAsf
A-2 45779BDG1 LT AAAsf Affirmed AAAsf
B 45779BDB2 LT AAAsf Affirmed AAAsf
C 45779BDC0 LT AAAsf Affirmed AAAsf
D 45779BDD8 LT A+sf Affirmed A+sf
E 45779BDE6 LT BBBsf Affirmed BBBsf
F 45779BDJ5 LT BBsf Affirmed BBsf
G 45779BDK2 LT Bsf Affirmed Bsf
AUTOMATIC WITHDRAWAL OF THE LAST DEFAULT RATING
Default ratings ('Dsf') assigned to the last rated class of a
transaction will be automatically withdrawn within 11 months from
the date of this rating action. A separate RAC will not be issued
at that time.
KEY RATING DRIVERS
Pool Concentration: All three transactions have experienced
significant paydown from loan payoffs since issuance. The aggregate
balance of the IMSCI 2013-3 transaction has been reduced to
$7,343,464 or 2.9% of the original balance with three loans
remaining. The IMSCI 2014-5 transaction also has three loans
remaining in the pool with balance of $37,419,779. The IMSCI 2015-6
transaction has 25 loans remaining in the pool. Due to the
concentrated nature of the pools, Fitch performed a look-through
analysis to that grouped the remaining loans based on the
likelihood of repayment and recovery prospects; the ratings and
Outlooks reflect this analysis.
The composition of IMSCI 2013-3 includes three multifamily loans
that have been granted extensions through December 2024 (the
original maturity dates were in May 2018). All three properties are
located in Fort McMuarry, AB and have experienced cash flow
deterioration since issuance and a low debt service coverage ratio,
primarily caused by the declining Alberta energy sector.
Performance deterioration was further exacerbated by the Fort
McMurray wildfires in 2016, floods in 2020, and pandemic-related
impacts. The loans are 100% recourse to the sponsor, Lanesborough
REIT (LREIT). The Outlook revision to class E reflects concerns
with refinanceability and the potential for downgrade if the loans
fail to repay and continue to be extended.
The affirmations in IMSCI 2014-5 and IMSCI 2015-6 reflect generally
stable pool performance since Fitch's previous review, improving
credit enhancement, and expectation of payoff as loans reach
maturity. The Outlook revisions to Stable from Positive in IMCSCI
2014-5 reflect the unlikelihood of an upgrade due to the increasing
concentration within the pool.
The Negative Outlook for class G in IMSCI 2015-6 reflects
uncertainty of refinancing and potential losses from Fitch Loans of
Concern (FLOCs), including Comfort Inn & Suites Airdrie (9.2%),
North Bay & Ottawa Retail (4.9%) and Hamilton & Sault Ste. Marie
Retail (3.6%).
Recourse: A majority of loans across the transactions reflect some
level of sponsor recourse. All remaining loans in IMSCI 2013-3
contain a recourse provision. IMSCI 2014-5 includes two loans
(92.7% of the pool) with a recourse provision and one loan without
recourse to the sponsor. Along with the defeasance of three loans
(31.1% of the pool), IMSCI 2015-6 includes six loans (37.8%) with a
recourse provision and 16 loans (31.1%) without recourse to the
sponsor.
Change to Credit Enhancement: As of the June 2024 distribution
date, the transactions' pool balances have been reduced
significantly, ranging from 67% to 97% since issuance. Losses of
2.1% of the original pool balance have been incurred to date in
IMSCI 2013-3.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The Negative Outlook for class E in IMSCI 2013-3 reflects possible
future downgrade stemming from concerns that the remaining loans
are unable to refinance at or prior to the extended maturity date
in December 2024.
The Negative Outlook for class G in IMSCI 2015-6 reflects
uncertainty of refinancing and potential losses from FLOCs.
Downgrades to 'AAAsf', 'AAsf' and 'Asf' category rated classes are
not expected, but could occur if deal-level expected losses
increase significantly and/or interest shortfalls occur.
Downgrades to 'Asf' and 'BBBsf' category rated classes could occur
if deal-level losses increase significantly on non-defeased loans
in the transactions including outsized losses on larger FLOCs.
Downgrades to 'BBsf' and 'Bsf' category rated classes are possible
with higher expected losses from FLOCs and/or if loans are unable
to refinance and default at maturity.
Downgrades to distressed ratings of 'CCCsf' through 'Csf' would
occur as losses become more certain and/or as losses are incurred.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
While not expected due to increasing concentrations and adverse
selection, upgrades to 'AAsf' and 'Asf' category rated classes are
possible with increased credit enhancement resulting from
amortization and paydowns, coupled with stable-to-improved
pool-level loss expectations and performance stabilization of
FLOCs. Classes would not be upgraded above 'Asf' if there is
likelihood for interest shortfalls.
Upgrades to the 'BBBsf', 'BBsf', and 'Bsf' category rated classes
would be limited based on sensitivity to concentrations of the
pools, including maturity dates.
Upgrades to distressed ratings of 'CCCsf' through 'Csf' are not
expected but possible with better than expected values on FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
IMSCI 2016-7: Fitch Affirms BBsf Rating on Class G Debt
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Fitch Ratings has affirmed eight classes and revised two Rating
Outlook classes to Negative from Stable in Institutional Mortgage
Securities Canada Inc. 2016-7 (IMSCI 2016-7). All currencies are
denominated in Canadian Dollars (CAD).
Entity/Debt Rating Prior
----------- ------ -----
IMSCI 2016-7
A-1 45779BEA3 LT AAAsf Affirmed AAAsf
A-2 45779BEB1 LT AAAsf Affirmed AAAsf
B 45779BED7 LT AAAsf Affirmed AAAsf
C 45779BDX4 LT AAAsf Affirmed AAAsf
D 45779BDY2 LT AA-sf Affirmed AA-sf
E 45779BDZ9 LT A-sf Affirmed A-sf
F 45779BDU0 LT BBB-sf Affirmed BBB-sf
G 45779BDV8 LT BBsf Affirmed BBsf
KEY RATING DRIVERS
Stable 'Bsf' Loss Expectations/Pool Concentration: Fitch's current
ratings incorporate a 'Bsf' rating case loss of 2.12%, compared
with 1.99% at the prior rating action. There are 24 loans remaining
in the pool, down from 38 at issuance. Three loans have been
designated as Fitch Loans of Concern (FLOCs, 12.6% of the pool) and
no loans are in special servicing.
Due to upcoming maturity concentrations in 2025 and 2026 (86% of
the pool matures by YE 2026), Fitch also performed a look-through
analysis that grouped the remaining loans based on the likelihood
of repayment and recovery prospects; the ratings and Outlooks also
consider this analysis.
The Negative Outlooks on classes F and G reflect increasing
concentration within the pool combined with the continued
underperformance and upcoming maturity of the largest FLOC, Duke of
Devonshire (4.5% of the pool). The loan matures in September 2024.
FLOCs: The largest contributor to modeled losses, Duke of
Devonshire (4.5% of the pool), is collateralized by a senior
housing property consisting of 105 independent and assisted living
units located in Ottawa, Ontario. The loan has been designated as a
FLOC in light of its ongoing performance declines and concerns
regarding its ability to be refinanced as the loan approaches
maturity in September 2024. As of YE 2022, the servicer-reported
occupancy and NOI DSCR were 44% and 0.55x, respectively, compared
to 95% and 1.75x reported at issuance.
Fitch's 'Bsf' rating case loss (prior to concentration add-ons) of
21.7% reflects a 10.5% cap rate to the YE 2022 NOI and factors a
higher probability of default. Notably, the loan benefits from full
recourse to the sponsor, Chartwell Retirement Residences, a
publicly traded real estate investment trust with operations across
Canada.
Canadian Loan Attributes/Recourse: The ratings reflect strong
Canadian commercial real estate loan performance, including a low
delinquency rate and low historical losses of less than 0.1%, as
well as positive loan attributes such as short amortization
schedules, additional guarantors and recourse to the borrowers. Ten
loans comprising 62.8% of outstanding principal balance have full
or partial recourse to the borrower/sponsor.
Increased Credit Enhancement (CE): As of the June remittance
report, the aggregated pool balance of the transaction has been
paid down by 49.8% to $176.9 million from $352.3million.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to the 'AAAsf', 'AAsf' and 'Asf' category rated classes
are not likely, but could occur if deal-level expected losses
increase significantly or interest shortfalls occur on the 'AAAsf'
rated classes.
Downgrades to the 'Asf' category rated class could occur if
deal-level losses increase significantly on non-defeased loans in
the transactions including outsized losses on larger FLOCs.
Downgrades to 'BBBsf' and 'BBsf' category rated classes, which
currently have Negative Outlooks, are possible with higher expected
losses from FLOCs or if loans are unable to refinance and default
at maturity, particularly the Duke of Devonshire loan.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
While not expected due to increasing concentrations and adverse
selection, upgrades to 'AAsf' and 'Asf' category rated classes are
possible with increased credit enhancement resulting from
amortization and paydowns, coupled with stable-to-improved
pool-level loss expectations and performance stabilization of
FLOCs. Classes would not be upgraded above 'Asf' if there is
likelihood for interest shortfalls.
Upgrades to the 'BBBsf' and 'BBsf' category rated classes would be
limited based on sensitivity to concentrations of the pools,
including maturity dates.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
JP MORGAN 2018-ASH8: S&P Affirms CCC- (sf) Rating on Cl. F Certs
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S&P Global Ratings lowered its ratings on five classes of
commercial mortgage pass-through certificates from J.P. Morgan
Chase Commercial Mortgage Securities Trust 2018-ASH8, a U.S. CMBS
transaction. At the same time, we affirmed our ratings on two other
classes from the transaction.
This U.S. CMBS transaction is backed by a floating-rate,
interest-only (IO) mortgage loan currently secured by the
borrowers' fee and leasehold interests in eight full-service
lodging properties totaling 1,964 guestrooms in California, Oregon,
Florida, Virginia, Minnesota, and Maryland.
Rating Actions
The downgrades on classes B, C, D, and E and affirmations on
classes A and F reflect:
-- S&P's revised expected-case value, which is 20.8% lower than
the valuation we derived in its last review in May 2022, due
primarily to reported increases in departmental and operating
expenses and relatively flat revenue per available room (RevPAR)
and other revenues. This is partly offset by a reduction in the
trust balance of 15.2% to $335.0 million from $395.0 million in its
last review due to principal curtailments made by the borrowers.
-- The potential that the borrowers' might not be able to
refinance or exercise its one-year extension option in February
2025 if the lodging portfolio's net cash flow (NCF) does not
improve. A debt yield of at least 8.0% is required for the
borrowers to exercise their remaining extension option next year.
-- S&P calculated that the debt yield based on the
servicer-reported NCF as of year-end 2023 was 7.3%.
-- S&P's concerns with the borrowers' ability to make timely debt
service payments and refinance the whole loan by its final extended
maturity date in February 2026 if the property's NCF does not
improve. The loan is currently on the master servicer's watchlist
due to a low reported debt service coverage (DSC) of 0.79x for the
trailing-12-months (TTM) ending March 31, 2024.
S&P said, "In our May 27, 2022, review, we noted that the
portfolio's performance had declined in the years prior to the
COVID-19 pandemic and then dropped significantly at the onset of
the pandemic in 2020. The loan was initially transferred to the
special servicer in April 2020 due to imminent payment default. The
borrowers negotiated a loan modification that, among other things,
lowered the minimum debt yield required to exercise the two
then-remaining extension options. While the portfolio's NCF had
reportedly increased year-over-year since the COVID-19 pandemic
travel restrictions loosened, the lodging portfolio continued to
underperform our expectations from issuance in 2018. Therefore, at
that time, we revised and lowered our NCF and value assumptions to
$27.9 million and $264.8 million, respectively."
Since that time, the borrowers paid down the loan balance by $50.0
million to meet the debt yield requirement to exercise their
one-year extension option in February 2023. However, the loan was
again transferred to the special servicer in February 2024 because
of imminent monetary default. The loan matured in February 2024,
and the borrowers were not able to pay it off. Consequently, the
borrowers negotiated a second loan modification with the special
servicer, CWCapital Asset Management LLC. The current modification
terms included, among other items:
-- Lowering the minimum debt yield requirement to exercise the
remaining extension option in February 2025 to 8.00% from 9.25%;
-- Extending the loan's fully-extended final maturity date to
-- February 2026 from February 2025;
-- Requiring the borrowers to make a $10.0 million principal
curtailment at the closing of the loan modification; and
-- Having the borrowers remit another $10.0 million principal
curtailment six months after the closing of the loan modification.
S&P said, "Meanwhile, the collateral properties' NCF continues to
underperform our expectations. We revised and lowered our NCF
further from our last review by 20.6% to $22.1 million. Using a
weighted-average S&P Global Ratings' 10.41% capitalization rate,
unchanged from our last review and reflecting that the portfolio
has an average age of over 50 years and has not generally received
capital improvements for at least six years, and deducting $2.9
million for proposition 13 adjustment for properties in California,
we arrived at an S&P Global Ratings' expected-case value of $209.7
million, or $106,769 per guestroom, 20.8% lower than our last
review value and a 54.5% decline from the July 2020 revised
appraisal value of $460.8 million. This yielded an S&P Global
Ratings' loan to value (LTV) ratio of 159.8% on the trust balance.
"The downgrade on class E to 'CCC (sf)' and affirmation of class F
at 'CCC- (sf)' also reflect our view that these classes are or
remain susceptible to reduced liquidity support and that the risk
of default and loss are or remain elevated based on the current
market conditions and their subordinate positions in the payment
waterfall.
"The downgrade on the class X-EXT IO certificates reflects our
criteria for rating IO securities, in which the rating on the IO
securities would not be higher than that of the lowest-rated
reference class. The notional amount of the class X-EXT
certificates references classes A, B, C, and D.
"Although the model-indicated ratings were lower than our current
or revised ratings on classes A and D, we tempered our downgrade on
class D and affirmed our rating on class A because we considered
the model-indicated ratings in the scenario run that assumed the
second $10.0 million principal curtailment was made (further
reducing the trust balance to $325.0 million).
"We will continue to monitor the performance and status of the
lodging properties and loan. If we receive information that differs
materially from our expectations, such as an updated appraisal
value from the special servicer that is substantially below our
revised expected-case value or property performance that is below
our expectations, we may revisit our analysis and take additional
rating actions as we deem appropriate."
Property-Level Analysis
The collateral portfolio consists of eight full-service hotels
comprising 1,964 guestrooms in California, Oregon, Florida,
Virginia, Minnesota, and Maryland. Seven of the hotels operate
under two nationally-recognized brands, Hilton and Marriott, while
the remaining property, Historic Inns of Annapolis, is unflagged.
La Concha Key West is currently being renovated and rebranded to
Marriott's Autograph Collection. The conversion is expected to be
completed by late 2024. The other properties' most recent
renovations were between 2013 and 2019.
The eight hotels in the portfolio are:
-- Embassy Suites Portland Downtown--276 guestrooms, opened in
1912, last renovated in 2013-2014;
-- Embassy Suites Santa Clara--257 guestrooms, opened in 1985,
last renovated in 2017-2018;
-- Hilton Orange County Costa Mesa--486 guestrooms, opened in
1987;
-- La Concha Key West--160 guestrooms, opened in 1925, currently
under extensive renovations;
-- Embassy Suites Crystal City--267 guestrooms, opened in 1985,
last renovated in 2004;
-- Embassy Suites Orlando Airport--174 guestrooms, opened in 1999,
last renovated in 2017;
-- Sheraton Minneapolis West--220 guestrooms, opened in 1985, last
renovated in 2015; and
-- Historic Inns of Annapolis--124 guestrooms, opened in 1776;
last renovated in 2015.
The hotels are all managed by either Hilton or Remington Lodging &
Hospitality LLC (Remington), an entity related to the sponsor,
Ashford Hospitality Trust Inc. Of the seven properties subject to
franchise agreements, none expire before 2030. The franchise fees
generally consist of a monthly royalty fee of 5.0%-6.0% of rooms
revenue, a monthly marketing assessment of 2.5%-4.0% of rooms
revenue, and a monthly reservation fee.
Table 1
Reported collateral performance by servicer
TTM ENDING MARCH 2024(I) 2023(I) 2022(I) 2021(I)
Occupancy rate (%) 69.7 69.4 66.9 51.6
Average daily rate ($) 191.77 191.15 191.02 158.25
Revenue per available room ($)133.59 132.66 127.81 81.66
Net cash flow (mil. $) 23.6 24.5 25.1 9.8
Debt service coverage (x) 0.79 0.84 1.37 0.78
Appraisal value (mil. $) 460.8 460.8 460.8 460.8
(i)Reporting period.
TTM--Trailing-12-months.
Table 2
S&P Global Ratings' key assumptions
CURRENT LAST REVIEW ISSUANCE
(JUNE 2024)(I) (MAY 2022)(I) (FEB. 2018)(I)
Trust balance (mil. $) 335.0 395.0 395.0
Occupancy rate (%) 69.4 80.0 81.5
Average daily rate ($) 191.15 166.00 166.00
Revenue per
available room ($) 132.66 132.78 135.29
Net cash flow (mil. $) 22.1 27.9 32.6
Capitalization rate (%) 10.41 10.41 9.41
Value (mil. $) 209.7 264.8 343.6
Value per guestroom ($) 106,679 134,844 174,946
Loan-to-value ratio (%)(ii) 159.8 149.2 115.0
(i)Review period.
(ii)On the trust loan balance at the time of S&P's review.
Transaction Summary
As of the June 17, 2024, trustee remittance report, the IO mortgage
loan has a $335.0 million balance, down from $395.0 million at
issuance, and pays interest at a per annum floating rate indexed to
one-month SOFR plus a 3.217% gross margin. The loan currently
matures Feb. 9, 2025, and has a fully extended maturity date of
Feb. 9, 2026. The trust has not incurred any principal losses to
date.
Ratings Lowered
J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-ASH8
Class B to 'BBB- (sf)' from 'A- (sf)'
Class C to 'BB (sf)' from 'BBB- (sf)'
Class D to 'B+ (sf)' from 'BB- (sf)'
Class E to 'CCC (sf)' from 'B- (sf)'
Class X-EXT to 'B+ (sf)' from 'BB- (sf)'
Ratings Affirmed
J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-ASH8
Class A: AA- (sf)
Class F: CCC- (sf)
JP MORGAN 2022-INV1: Moody's Raises Rating on Cl. B-5 Certs to B1
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Moody's Ratings has upgraded the ratings of 36 bonds from four US
residential mortgage-backed transactions (RMBS), backed by prime
jumbo and agency eligible mortgage loans.
A comprehensive review of all credit ratings for the respective
transaction has been conducted during a rating committee.
The complete rating actions are as follows:
Issuer: J.P. Morgan Mortgage Trust 2022-1
Cl. A-14, Upgraded to Aaa (sf); previously on Jan 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15, Upgraded to Aaa (sf); previously on Jan 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15-A, Upgraded to Aaa (sf); previously on Jan 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15-B, Upgraded to Aaa (sf); previously on Jan 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15-C, Upgraded to Aaa (sf); previously on Jan 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4*, Upgraded to Aaa (sf); previously on Jan 31, 2022
Definitive Rating Assigned Aa1 (sf)
Issuer: J.P. Morgan Mortgage Trust 2022-2
Cl. A-25, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-25-A, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-26, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-26-A, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-27, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-27-A, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-27-B, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4*, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4-A*, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4-B*, Upgraded to Aaa (sf); previously on Feb 28, 2022
Definitive Rating Assigned Aa1 (sf)
Issuer: J.P. Morgan Mortgage Trust 2022-3
Cl. A-25, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-25-A, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-26, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-26-A, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-27, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-27-A, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-27-B, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4*, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4-A*, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4-B*, Upgraded to Aaa (sf); previously on Mar 31, 2022
Definitive Rating Assigned Aa1 (sf)
Issuer: J.P. Morgan Mortgage Trust 2022-INV1
Cl. A-14, Upgraded to Aaa (sf); previously on Feb 1, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15, Upgraded to Aaa (sf); previously on Feb 1, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15-A, Upgraded to Aaa (sf); previously on Feb 1, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-15-X*, Upgraded to Aaa (sf); previously on Feb 1, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. A-X-4*, Upgraded to Aaa (sf); previously on Feb 1, 2022
Definitive Rating Assigned Aa1 (sf)
Cl. B-1, Upgraded to Aa2 (sf); previously on Feb 1, 2022 Definitive
Rating Assigned Aa3 (sf)
Cl. B-2, Upgraded to A2 (sf); previously on Feb 1, 2022 Definitive
Rating Assigned A3 (sf)
Cl. B-3, Upgraded to Baa2 (sf); previously on Feb 1, 2022
Definitive Rating Assigned Baa3 (sf)
Cl. B-4, Upgraded to Ba2 (sf); previously on Feb 1, 2022 Definitive
Rating Assigned Ba3 (sf)
Cl. B-5, Upgraded to B1 (sf); previously on Feb 1, 2022 Definitive
Rating Assigned B3 (sf)
* Reflects Interest-Only Classes
RATINGS RATIONALE
The rating upgrades reflect the increased levels of credit
enhancement available to the bonds, the recent performance, and
Moody's updated loss expectations on the underlying pools. The
transactions continues to display strong collateral performance,
with cumulative losses for each transaction below 0.03% and a small
number of loans in delinquencies. In addition, enhancement levels
for the tranches have grown significantly, as the pool amortize
relatively quickly. The credit enhancement since closing has grown,
on average, 9.56% for the tranches upgraded.
In addition, while Moody's analysis applied a greater probability
of default stress on loans that have experienced modifications,
Moody's decreased that stress to the extent the modifications were
in the form of temporary payment relief.
The rating actions also reflect the further seasoning of the
collateral and increased clarity regarding the impact of borrower
relief programs on collateral performance. Information obtained
from loan servicers in recent years has shed light on their current
strategies regarding borrower relief programs and the impact those
programs may have on collateral performance and transaction
liquidity, through servicer advancing. Moody's recent analysis has
found that in addition to robust home price appreciation, many of
these borrower relief programs have contributed to stronger
collateral performance than Moody's had previously expected, thus
supporting upgrades.
No actions were taken on the remaining rated classes in these deals
as those classes are already at the highest achievable levels
within Moody's rating scale.
Principal Methodologies
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in August 2023.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds up. Losses could decline from
Moody's original expectations as a result of a lower number of
obligor defaults or appreciation in the value of the mortgaged
property securing an obligor's promise of payment. Transaction
performance also depends greatly on the US macro economy and
housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's expectations as a
result of a higher number of obligor defaults or deterioration in
the value of the mortgaged property securing an obligor's promise
of payment. Transaction performance also depends greatly on the US
macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
JPMDB COMMERCIAL 2017-C5: Fitch Lowers Class D Certs to 'Bsf'
-------------------------------------------------------------
Fitch Ratings has downgraded four classes and affirmed eight
classes of JPMDB Commercial Mortgage Securities Trust commercial
mortgage pass-through certificates, series 2017-C5 (JPMDB 2017-C5).
Fitch assigned Negative Outlooks to classes B, C, D and X-B
following the downgrades and revised the Outlooks to Negative from
Stable for the affirmed classes (A-S and X-A).
Fitch has downgraded two classes and affirmed 10 classes of JP
Morgan Chase Commercial Mortgage Securities Trust Commercial
Mortgage Pass-Through Certificates 2017-JP5 (JPMCC 2017-JP5). Fitch
assigned Negative Outlooks to classes D and D-RR following the
downgrades and revised the Outlooks to Negative from Stable for the
affirmed classes (A-S, B, C, X-A, X-B, and X-C).
In addition, Fitch has downgraded three and affirmed 10 classes of
JP Morgan Chase Commercial Mortgage Securities Trust Commercial
Mortgage Pass-Through Certificates 2017-JP6 (JPMCC 2017-JP6). Fitch
assigned Negative Outlooks to classes E-RR and F-RR following the
downgrades and revised the Outlooks to Negative from Stable for the
affirmed classes (A-S, B, C, D, X-A, and X-B).
Entity/Debt Rating Prior
----------- ------ -----
JPMDB 2017-C5
A-4 46590TAD7 LT AAAsf Affirmed AAAsf
A-5 46590TAE5 LT AAAsf Affirmed AAAsf
A-S 46590TAJ4 LT AA-sf Affirmed AA-sf
A-SB 46590TAF2 LT AAAsf Affirmed AAAsf
B 46590TAK1 LT BBBsf Downgrad Asf
C 46590TAL9 LT BBsf Downgrade BBBsf
D 46590LBA9 LT Bsf Downgrade BBsf
E-RR 46590LBC5 LT CCCsf Affirmed CCCsf
F-RR 46590LBE1 LT CCsf Affirmed CCsf
G-RR 46590LBG6 LT Csf Affirmed Csf
X-A 46590TAG0 LT AA-sf Affirmed AA-sf
X-B 46590TAH8 LT BBsf Downgrade BBBsf
JPMCC 2017-JP6
A-3 48128KAS0 LT AAAsf Affirmed AAAsf
A-4 48128KAT8 LT AAAsf Affirmed AAAsf
A-5 48128KAU5 LT AAAsf Affirmed AAAsf
A-S 48128KAX9 LT AAAsf Affirmed AAAsf
A-SB 48128KBA8 LT AAAsf Affirmed AAAsf
B 48128KAY7 LT AA-sf Affirmed AA-sf
C 48128KAZ4 LT A-sf Affirmed A-sf
D 48128KAA9 LT BBB+sf Affirmed BBB+sf
E-RR 48128KAC5 LT BBsf Downgrade BBB-sf
F-RR 48128KAE1 LT B-sf Downgrade BB-sf
G-RR 48128KAG6 LT CCCsf Downgrade B-sf
X-A 48128KAV3 LT AAAsf Affirmed AAAsf
X-B 48128KAW1 LT A-sf Affirmed A-sf
JPMCC 2017-JP5
A-4 46647TAR9 LT AAAsf Affirmed AAAsf
A-5 46647TAS7 LT AAAsf Affirmed AAAsf
A-S 46647TAX6 LT AAAsf Affirmed AAAsf
A-SB 46647TAT5 LT AAAsf Affirmed AAAsf
B 46647TAY4 LT AA-sf Affirmed AA-sf
C 46647TAZ1 LT A-sf Affirmed A-sf
D 46647TAA6 LT BB-sf Downgrade BB+sf
D-RR 46647TAC2 LT B-sf Downgrade BB-sf
E-RR 46647TAE8 LT CCCsf Affirmed CCCsf
X-A 46647TAU2 LT AAAsf Affirmed AAAsf
X-B 46647TAV0 LT AA-sf Affirmed AA-sf
X-C 46647TAW8 LT A-sf Affirmed A-sf
KEY RATING DRIVERS
Performance and 'B' Loss Expectations: Deal-level 'Bsf' ratings
case losses are 12.9% in JPMDB 2017-C5, 9.59% in JPMCC 2017-JP5 and
6.02% in JPMCC 2017-JP6. Fitch Loans of Concern (FLOCs) comprise 12
loans (49.1% of the pool) in JPMDB 2017-C5, including one loan in
special servicing (6.1%); nine loans (41.4%) in JPMCC 2017-JP5,
including three loans in special servicing (12.4%); and 14 loans
(56.6%) in JPMCC 2017-JP6, including three loans in special
servicing (16.3%).
The downgrades in JPMDB 2017-C5 reflect higher pool loss
expectations since Fitch's prior rating action, driven primarily by
further performance declines on FLOCs including 229 West 43rd
Street Retail Condo (9.2%), Prudential Plaza (6.9%), and 580 Walnut
Street (4.7%).
The Negative Outlooks in JPMBB 2017-C5 reflect the office
concentration of 32.0% and the potential for downgrades should
performance of the FLOCs, 229 West 43rd Street Retail Condo,
Prudential Plaza, Gateway I & II, 580 Walnut Street, Summit Mall,
Summit Place Wisconsin, and Holiday Inn Miami Beach, fail to
stabilize, and/or with additional declines in performance or
prolonged workouts of the loans in special servicing.
The downgrades in the JPMCC 2017-JP5 transaction reflect higher
pool loss expectations since Fitch's prior rating action, driven
primarily by further performance declines on FLOCs including Reston
Eastpointe (4.7%), Riverway (7.0%) and 55 Hawthorne (7.5%).
The Negative Outlooks in JPMCC 2017-JP5 reflect the high office
concentration of 42.7% and the potential for downgrades should
performance of the FLOCs, Riverway, 55 Hawthorne, Bardmoor Palms,
Reston Eastpointe, Montgomery Triangle Gateway, fail to stabilize,
and/or with additional declines in performance or prolonged
workouts of the loans in special servicing.
The downgrades in the JPMCC 2017-JP6 transaction reflect higher
pool loss expectations since Fitch's prior rating action, driven
primarily by further performance declines on FLOCs including 211
Main Street (11.3%) and Walgreens/Rite Aid/Eckerd Portfolio
(3.0%).
The Negative Outlooks in JPMCC 2017-JP6 reflect the high office
concentration of 55.6% and the potential for downgrades should
performance of the FLOCs, 211 Main Street, Walgreens Rite Aid
Eckerd Portfolio, Monroe Park Tower, Atrium Office, Barrington Town
Center, fail to stabilize, and/or with additional declines in
performance or prolonged workouts of the loans in special
servicing.
Largest Contributors to Loss: The largest increase in loss
expectations since the prior rating action and overall largest
contributor to loss in the JPMDB 2017-C5 transaction is 229 West
43rd Street Retail Condo (9.2%), which represents nearly 65% of
Fitch's total expected loss for the pool. The property is a 245,132
sf retail condominium located in Manhattan's Time Square district.
The loan transferred to special servicing in December 2019 for
imminent monetary default and the asset is REO as of the June 2024
remittance.
The property had already been experiencing tenancy issues prior to
the pandemic. With tenants operating in the entertainment and
tourism industries, the property sustained further declines due to
the onset of the pandemic. Three tenants, National Geographic,
Gulliver's Gate and Guitar Center (combined, 54% of the NRA), have
vacated the property; as a result, occupancy has declined to 34.5%
as of May 2024. The property had been benefiting from an Industrial
Commercial Incentive Program (ICIP) tax abatement, which began to
burn off in the 2017-2018 tax year by 20% per year.
Fitch's base case loss of 91% (prior to concentration adjustments)
reflects a recovery of $29 psf and is based on a discount to the
most recent appraisal of the property. The loan exposure continues
to increase due to servicer advances.
The largest increase in loss expectations since the prior rating
action and second largest contributor to loss in the JPMCC 2017-JP5
transaction is the Reston Eastpointe loan (4.7%), secured by a
195,230 sf suburban office property in Reston, VA. Performance at
the property was affected by the departure of the largest tenant
Perspecta (55% of NRA) at lease expiration in November 2020, with
occupancy falling to 56% in 2020 from 98% in 2019. As of December
2023, occupancy was reported to be 66.8% with NOI DSCR of 1.76x.
The loan transferred to special servicing in November 2023 and
subsequently defaulted at loan maturity in December 2023.
Fitch's 'Bsf' rating case loss of 44.2% (prior to concentration
adjustments) reflects a discount to a recent appraisal value
reflecting a recovery value of $108 psf.
The second largest increase in loss expectations since the prior
rating action and the overall largest contributor to loss in the
JPMCC 2017-JP5 transaction is the Riverway loan (7.0%), secured by
a four-building suburban office property totaling 869,120-sf
located in Rosemont, IL (1.5 miles from O'Hare International
Airport). The property consists of three office buildings and one
10,409 sf daycare center.
As of the January 2024 rent roll the property was 60.4% occupied
with the largest tenant, U.S. Foods, Inc. (32.9% of NRA) expiring
in February 2029. Occupancy has struggled to recover after the
departure of Central States Pension Fund which vacated 22% of the
NRA in 2019. Cash flow has been insufficient to service the debt
since 2020. The sponsor noted that upgrades to the lobby areas for
all three buildings have been completed and the auditorium is in
the process of renovation.
Fitch's 'Bsf' rating case loss of 38.5% (prior to concentration
adjustments) reflects a discount to a recent appraisal value
reflecting a recovery value of $73.6 psf.
The largest increase in loss expectations since the prior rating
action and overall largest contributor to loss in the JPMCC
2017-JP6 transaction is the specially serviced 211 Main Street loan
(11.3%), secured by a 417,266-sf single-tenant office building in
San Francisco, CA that is leased to Charles Schwab on a lease
through April 2028. The loan transferred to special servicing in
March 2024 prior to defaulting at loan maturity in April 2024.
Charles Schwab has relocated their headquarters from San Francisco
to Westlake, TX and has downsized to six floors from 17 floors
within the building. A modification of the loan that includes a
four-year extension, coinciding with the single-tenant lease
expiration, is in process.
Fitch's 'Bsf' rating case loss of 14.4% (prior to concentration
adjustments) is based on stress to a recent Broker Opinion of Value
(BOV) as a recent appraisal value was not reported.
Changes in Credit Enhancement (CE): As of the June 2024
distribution date, the aggregate balances of the JPMDB 2017-C5,
JPMCC 2017-JP5, JPMCC 2017-JP6 transactions have been paid down by
16.5%, 25.3% and 26.5%, respectively, since issuance.
The JPMDB 2017-C5 transaction includes two loans (2.7% of the pool)
that have fully defeased; JPMCC 2017-JP5 has three loans (2.3%)
that have fully defeased; JPMCC 2017-JP6 has two loans (2.4%) that
have fully defeased. Cumulative interest shortfalls of $11.0
million are affecting classes F-RR, G-RR and the non-rated class
NR-RR in JPMDB 2017-C5, $2.7 million are affecting non-rated
classes F-RR and NR-RR in JPMCC 2017-JP5 and $208,845 are affecting
the non-rated NR-RR class in JPMCC 2017-JP6.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to the senior 'AAAsf' rated classes are not expected due
to the position in the capital structure and expected continued
amortization and loan repayments, but may occur if deal-level
losses increase significantly and/or interest shortfalls occur or
are expected to occur.
Downgrades to the junior 'AAAsf' rated classes with Negative
Outlooks are expected with continued performance deterioration of
the FLOCs, increased expected losses and limited to no improvement
in class CE, or if interest shortfalls occur.
Downgrades to classes rated in the 'AAsf' and 'Asf' categories,
which have Negative Outlooks, may occur should performance of the
FLOCs (229 West 43rd Street Retail Condo, Prudential Plaza, Gateway
I & II, 580 Walnut Street, Summit Mall, Summit Place Wisconsin, and
Holiday Inn Miami Beach in JPMDB 2017-C5, Riverway, 55 Hawthorne,
Bardmoor Palms, Reston Eastpointe, Montgomery Triangle Gateway in
JPMCC 2017-JP5 and 211 Main Street, Walgreens Rite Aid Eckerd
Portfolio, Monroe Park Tower, Atrium Office, Barrington Town Center
in JPMCC 2017-JP6) deteriorate further or if more loans than
expected default at or prior to maturity.
Downgrades to classes rated in the 'BBBsf', 'BBsf', and 'Bsf'
categories, all of which have Negative Outlooks in each of the
three transactions, could occur with higher than expected losses
from continued underperformance of the FLOCs, particularly the
aforementioned loans with deteriorating performance and with
greater certainty of losses on the specially serviced loans or
other FLOCs.
Downgrades to classes with distressed ratings 'CCCsf', 'CCsf' and
'Csf' are expected should additional loans transfer to special
servicing or default, as losses are realized or become more
certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to classes rated in the 'AAsf' and 'Asf' categories may be
possible with significantly increased CE from paydowns and/or
defeasance, coupled with stable-to-improved pool-level loss
expectations and improved performance on the FLOCs.
Upgrades to the 'BBBsf' category rated classes would be limited
based on sensitivity to concentrations or the potential for future
concentration. Classes would not be upgraded above 'AA+sf' if there
is likelihood for interest shortfalls.
Upgrades to the 'BBsf' and 'Bsf' category rated classes are not
likely until the later years in a transaction and only if the
performance of the remaining pool is stable, recoveries on the
FLOCs are better than expected and there is sufficient CE to the
classes.
Upgrades to distressed ratings are not expected but would be
possible with better than expected recoveries on specially serviced
loans or significantly higher values on FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
JW COMMERCIAL 2024-MRCO: Fitch Assigns BB+ Rating on HRR Certs
--------------------------------------------------------------
Fitch Ratings has assigned the following final ratings and Ratings
Outlooks to JW Commercial Mortgage Trust 2024-MRCO, commercial
mortgage pass-through certificates, series 2024-MRCO:
- $368,800,000 class A 'AAAsf'; Outlook Stable;
- $79,700,000 class B 'AA-sf'; Outlook Stable;
- $55,000,000 class C 'A-sf'; Outlook Stable;
- $57,000,000 class D 'BBB-sf'; Outlook Stable;
- $29,500,000a class HRR 'BB+sf'; Outlook Stable.
(a) Horizontal risk retention interest representing at least 5.0%
of the estimated fair value of all classes.
TRANSACTION SUMMARY
The JW Commercial Mortgage Trust 2024-MRCO, commercial mortgage
pass-through certificates, series 2024-MRCO, will represent the
beneficial interest in a trust that holds two-year, floating-rate,
interest-only mortgage loans, subject to three, one-year extension
options, with an aggregate principal balance of $590 million.
The loan will be primarily secured by the fee simple interest in
the JW Marriott Marco Island, The Hammock Bay Golf & Country Club
and The Rookery at Marco. The JW Marriott Marco Island is an
809-key, full-service, beachfront resort located in Marco Island,
FL. The Hammock Bay Golf & Country Club and The Rookery at Marco
are each 18-hole golf courses. Loan proceeds will refinance
existing debt of $480 million, return approximately $101 million of
equity to the sponsor and pay closing costs of $9 million. The loan
is refinancing a Wells Fargo-led syndicated balance sheet loan.
The loan is co-originated by Wells Fargo Bank, National
Association, Bank of America, N.A., and JPMorgan Chase Bank,
National Association. Wells Fargo Bank, National Association will
serve as the servicer and Rialto Capital Advisors, LLC will serve
as the special servicer. Computershare Trust Company, National
Association will serve as the trustee and certificate
administrator. BellOak, LLC will serve as operating advisor. The
certificates will follow a sequential-pay structure. The
transaction will close on June 21, 2024.
KEY RATING DRIVERS
Net Cash Flow: Fitch's net cash flow (NCF) for the property is
estimated at $73.1 million; this is 7.7% lower than the issuer's
NCF and 7.6% lower than the YE 2023 NCF. Fitch applied a 9.75% cap
to derive a Fitch value of $749.6 million.
Strong Asset Quality: The 809-key resort is situated on a 26.7-acre
oceanfront site along the Gulf of Mexico. The resort's private
beach is one quarter-mile wide. The resort offers The Paradise by
Sirene, an adults-only concept for a portion of the rooms with many
amenities, plus nine onsite food and beverage (F&B) outlets, two
18-hole golf courses with dining and pro shops, a luxury
full-service spa and combined meeting space of over 140,000sf.
Fitch assigned the property a property quality grade of 'A-'.
Moderate Fitch Leverage: The $590 million whole loan ($729,295 per
key) has a Fitch stressed debt service coverage ratio (DSCR),
loan-to-value ratio and debt yield of 1.30x, 78.7% and 12.4%,
respectively.
Experienced Sponsorship and Brand Management: The resort benefits
from the long-term ownership of Barings, who purchased the property
in 1979. Barings' current portfolio includes 4,500 keys. Barings is
a wholly owned subsidiary of Massachusetts Mutual Life Insurance
Co, which is currently rated 'AA'/ 'F1+'/Stable by Fitch. Since
2015, Barings has invested more than $447 million ($553,000 per
key).
The resort is operated by Marriott International under the JW
Marriott flag. The management agreement expires on Jan. 1, 2025,
and is structured with three remaining automatic 10-year extension
options through Jan. 1, 2055.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Declining cash flow decreases property value and capacity to meet
its debt service obligations. The table below indicates the model
implied rating sensitivity to changes in one variable, Fitch NCF:
- Original Rating: 'AAAsf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB+sf';
- 10% NCF Decline: 'AAsf'/A-sf '/'BBB-sf'/'BBsf'/'BBsf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model implied rating sensitivity to changes to the same one
variable, Fitch NCF:
- Original Rating: 'AAAsf'/'AA-sf '/'A-sf'/'BBB-sf'/'BB+sf';
- 10% NCF Increase: 'AAAsf'/'AAsf '/'A+sf'/'BBB+sf'/'BBBsf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by KPMG LLP. The third-party due diligence described in
Form 15E focused on a comparison and re-computation of certain
characteristics with respect to the mortgage loan. Fitch considered
this information in its analysis and it did not have an effect on
Fitch's analysis or conclusions.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MADISON PARK XXXI: Fitch Assigns 'BB+sf' Rating on Class E-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to the
Madison Park Funding XXXI, Ltd. reset transaction.
Entity/Debt Rating Prior
----------- ------ -----
Madison Park
Funding XXXI, Ltd.
A-1 55819DAC0 LT PIFsf Paid In Full AAAsf
A-1-R LT AAAsf New Rating AAA(EXP)sf
A-2-RR LT AAAsf New Rating AAA(EXP)sf
A-2A 55819DAE6 LT PIFsf Paid In Full AAAsf
A-2B-R 55819DAQ9 LT PIFsf Paid In Full AAAsf
A-2C-R 55819DAS5 LT PIFsf Paid In Full AAAsf
B-1-R LT AAsf New Rating AA(EXP)sf
B-2-R LT AAsf New Rating AA(EXP)sf
C-R LT A+sf New Rating A+(EXP)sf
D-1-R LT BBB-sf New Rating BBB-(EXP)sf
D-2a-R LT BBB-sf New Rating BBB-(EXP)sf
D-2b-R LT BBB-sf New Rating
E-R LT BB+sf New Rating BB+(EXP)sf
F-R LT NRsf New Rating NR(EXP)sf
X-R LT NRsf New Rating NR(EXP)sf
TRANSACTION SUMMARY
Madison Park Funding XXXI, Ltd. (the issuer) is an arbitrage cash
flow collateralized loan obligation (CLO) that will be managed by
UBS Asset Management (Americas), Inc. that originally closed in
October 2018 and was first refinanced in December 2020. The CLO's
secured notes will be refinanced on June 20, 2024 from proceeds of
the new secured notes. Net proceeds from the issuance of the
secured and subordinated notes will provide financing on a
portfolio of approximately $796 million, excluding defaults, of
primarily first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B'/'B-', which is in line with that of
recent CLOs. Issuers rated in the 'B' rating category denote a
highly speculative credit quality; however, the notes benefit from
appropriate credit enhancement and standard CLO structural
features.
Asset Security (Positive): The indicative portfolio consists of
98.72% first-lien senior secured loans and has a weighted average
recovery assumption of 75.46%. Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions for higher rating stresses.
Portfolio Composition (Positive): The largest three industries may
comprise up to 37% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1-R, between
'BBB+sf' and 'AA+sf' for class A-2-RR, between 'BB+sf' and 'A+sf'
for class B-R, between 'B+sf' and 'BBB+sf' for class C-R, between
less than 'B-sf' and 'BB+sf' for class D-1-R, between less than
'B-sf' and 'BB+sf' for class D2-R, and between less than 'B-sf' and
'B+sf' for class E-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R, 'AA+sf' for class C-R, 'A+sf'
for class D-1-R, 'A+sf' for class D-2-R, and 'BBB+sf' for class
E-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Madison Park
Funding XXXI. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.
MADISON PARK XXXI: S&P Assigns B- (sf) Rating on Class F-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class X-R and A-1-R
debt and the new class F-R debt from Madison Park Funding XXXI
Ltd./Madison Park Funding XXXI LLC, a CLO originally issued in
December 2018 that is managed by UBS Asset Management (Americas)
LLC (as successor in interest to Credit Suisse Asset Management
LLC). At the same time, we withdrew our ratings on the original
class X, A-1, B, C, D, and E debt following payment in full on the
June 20, 2024, refinancing date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended to July 23, 2026.
-- The reinvestment period was extended to July 23, 2029.
-- The legal final maturity dates (for the replacement debt,
except the class A-1-R and the existing subordinated notes) were
extended by approximately 6.5 years to July 23, 2037. The class
A-1-R maturity was extended by approximately 5.5 years to July 23,
2036, and may be extended to July 23, 2037, with satisfaction of
the controlling class condition in accordance with the indenture.
-- No additional assets were purchased on the June 20, 2024,
refinancing date, and the target initial par amount remains at $800
million. There was no additional effective date or ramp-up period,
and the first payment date following the refinancing is Oct. 23,
2024.
-- The class X-R debt was issued on the refinancing date and is
expected to be paid down using interest proceeds during the first
eight payment dates in equal installments of $1,000,000, beginning
on the Oct. 23, 2024, payment date and ending July 23, 2026.
-- The required minimum overcollateralization and interest
coverage ratios were amended.
-- No additional subordinated notes were issued on the refinancing
date.
-- The transaction has adopted benchmark replacement language and
was updated to conform to current rating agency methodology.
Replacement And Original Debt Issuances
Replacement debt
-- Class X-R, $8.00 million: Three-month CME term SOFR + 1.00%
-- Class A-1-R, $490.80 million: Three-month CME term SOFR +
1.45%
-- Class A-2-RR, $37.20 million: Three-month CME term SOFR +
1.60%
-- Class B-1-R, $64.00 million: Three-month CME term SOFR + 1.80%
-- Class B-2-R, $16.00 million: 6.09%
-- Class C-R (deferrable), $48.00 million: Three-month CME term
SOFR + 2.25%
-- Class D-1-R (deferrable), $48.00 million: Three-month CME term
SOFR + 3.30%
-- Class D-2a-R (deferrable), $1.00 million: Three-month CME term
SOFR + 4.50%
-- Class D-2b-R (deferrable), $7.00 million: 8.68%
-- Class E-R (deferrable), $24.00 million: Three-month CME term
SOFR + 6.40%
-- Class F-R (deferrable), $0.25 million: Three-month CME term
SOFR + 7.90%
-- Subordinated notes, $81.70 million: Not applicable
Previously refinanced debt(i)
-- Class A-2B-R, $10.00 million: 1.94%
-- Class A-2C-R, $5.00 million: Three-month CME term SOFR + 1.45%
+ CSA(ii)
Original debt
-- Class X, $3.00 million: Three-month CME term SOFR + 0.60% +
CSA(ii)
-- Class A-1, $456.00 million: Three-month CME term SOFR + 1.16% +
CSA(ii)
-- Class A-2A, $45.00 million: Three-month CME term SOFR + 1.50% +
CSA(ii)
-- Class A-2B, $15.00 million: 4.60%
-- Class B, $88.00 million: Three-month CME term SOFR + 1.70% +
CSA(ii)
-- Class C (deferrable), $48.00 million: Three-month CME term SOFR
+ 2.20% + CSA(ii)
-- Class D (deferrable), $50.00 million: Three-month CME term SOFR
+ 3.00% + CSA(ii)
-- Class E (deferrable), $30.00 million: Three-month CME term SOFR
+ 5.75% + CSA(ii)
-- Subordinated notes, $81.70 million: Not applicable
(i)Not rated by S&P Global Ratings.
(ii)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Madison Park Funding XXXI Ltd./Madison Park Funding XXXI LLC
Class X-R, $8.00 million: AAA (sf)
Class A-1-R, $490.80 million: AAA (sf)
Class A-2-RR, $37.20 million: NR
Class B-1-R, $64.00 million: NR
Class B-2-R, $16.00 million: NR
Class C-R (deferrable), $48.00 million: NR
Class D-1-R (deferrable), $48.00 million: NR
Class D-2a-R (deferrable), $1.00 million: NR
Class D-2b-R (deferrable), $7.00 million: NR
Class E-R (deferrable), $24.00 million: NR
Class F-R (deferrable), $0.25 million: B- (sf)
Ratings Withdrawn
Madison Park Funding XXXI Ltd./Madison Park Funding XXXI LLC
Class A-1 to NR from AAA (sf)
Class B to NR from AA (sf)
Class C (deferrable) to NR from A (sf)
Class D (deferrable) to NR from BBB- (sf)
Class E (deferrable) to NR from BB- (sf)
Other Debt
Madison Park Funding XXXI Ltd./Madison Park Funding XXXI LLC
Class X, $1.00 million: NR
(paid in full prior to June 20, 2024, refinancing date)
Class A-2A, $45.00 million: NR
Class A-2B-R, $10.00 million: NR
Class A-2C-R, $5.00 million: NR
Subordinated notes, $81.70 million: NR
NR--Not rated.
MAGNETITE XL: Fitch Assigns 'BBsf' Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Magnetite
XL, Limited.
Entity/Debt Rating
----------- ------
Magnetite XL, Limited
A-1 LT AAAsf New Rating
A-2 LT AAAsf New Rating
B-1 LT AAsf New Rating
B-F LT AAsf New Rating
C LT Asf New Rating
D LT BBBsf New Rating
E LT BBsf New Rating
F LT NRsf New Rating
Subordinated Notes LT NRsf New Rating
TRANSACTION SUMMARY
Magnetite XL, Limited (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
BlackRock Financial Management, Inc. Net proceeds from the issuance
of the secured and subordinated notes will provide financing on a
portfolio of approximately $500 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. Issuers rated in the 'B' rating category denote a highly
speculative credit quality; however, the notes benefit from
appropriate credit enhancement and standard CLO structural
features.
Asset Security (Positive): The indicative portfolio consists of
97.57% first-lien senior secured loans and has a weighted average
recovery assumption of 75.91%. Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions for higher rating stresses.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate while the
top five obligors can represent up to 11.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period. In Fitch's opinion, these
conditions would reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1, between
'BBB+sf' and 'AA+sf' for class A-2, between 'BB+sf' and 'A+sf' for
class B, between 'B+sf' and 'BBB+sf' for class C, between less than
'B-sf' and 'BB+sf' for class D, and between less than 'B-sf' and
'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1 and class A-2
notes as these notes are in the highest rating category of
'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AA+sf' for class C, 'A+sf' for
class D, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Magnetite XL,
Limited. In cases where Fitch does not provide ESG relevance scores
in connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
MAGNETITE XL: Moody's Assigns 'B3' Rating to $1MM Class F Notes
---------------------------------------------------------------
Moody's Ratings has assigned ratings to two classes of notes issued
by Magnetite XL, Limited. (the "Issuer" or "Magnetite XL").
Moody's rating action is as follows:
US$320,000,000 Class A-1 Senior Secured Floating Rate Notes due
2037, Assigned Aaa (sf)
US$1,000,000 Class F Deferrable Mezzanine Floating Rate Notes due
2037, Assigned B3 (sf)
The notes listed are referred to herein, collectively, as the
"Rated Notes".
RATINGS RATIONALE
The rationale for the ratings is based on Moody's methodology and
considers all relevant risks, particularly those associated with
the CLO's portfolio and structure.
Magnetite XL is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90% of the portfolio must consist of
first lien senior secured loans and up to 10% of the portfolio may
consist of not senior secured loans. The portfolio is approximately
76% ramped as of the closing date.
BlackRock Financial Management, Inc. (the "Manager") will direct
the selection, acquisition and disposition of the assets on behalf
of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's five year
reinvestment period. Thereafter, subject to certain restrictions,
the Manager may reinvest unscheduled principal payments and
proceeds from sales of credit risk assets.
In addition to the Rated Notes, the Issuer issued six other classes
of secured notes and one class of subordinated notes.
The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.
We modeled the transaction using a cash flow model based on the
Binomial Expansion Technique, as described in Section 2.3.2.1 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2024.
For modeling purposes, Moody's used the following base-case
assumptions:
Par amount: $500,000,000
Diversity Score: 70
Weighted Average Rating Factor (WARF): 3075
Weighted Average Spread (WAS): 3.40%
Weighted Average Coupon (WAC): 5.0%
Weighted Average Recovery Rate (WARR): 46.0%
Weighted Average Life (WAL): 8 years
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.
MIDOCEAN CREDIT XV: Fitch Assigns 'BB-sf' Rating on Class E Notes
-----------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to MidOcean
Credit CLO XV, Ltd
Entity/Debt Rating
----------- ------
MidOcean Credit
CLO XV, Ltd.
A-1 LT NRsf New Rating
A-2 LT AAAsf New Rating
B LT AAsf New Rating
C LT Asf New Rating
D LT BBB-sf New Rating
E LT BB-sf New Rating
Subordinated Notes LT NRsf New Rating
TRANSACTION SUMMARY
MidOcean Credit CLO XV, Ltd (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
MidOcean Credit RR Manager LLC. Net proceeds from the issuance of
the secured and subordinated notes will provide financing on a
portfolio of approximately $400 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.31, versus a maximum covenant, in accordance with
the initial expected matrix point of 26. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
94.55% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.4% versus a
minimum covenant, in accordance with the initial expected matrix
point of 73.9%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 40.0% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBBsf' and 'AA+sf' for class A-2, between
'BB+sf' and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for
class C, between less than 'B-sf' and 'BB+sf' for class D, and
between less than 'B-sf' and 'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-2 notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AA+sf' for class C, 'A+sf' for
class D, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for MidOcean Credit CLO
XV, Ltd. In cases where Fitch does not provide ESG relevance scores
in connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
MONROE CAPITAL XVI: S&P Assigns Prelim BB- (sf) Rating on E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Monroe
Capital MML CLO XVI Ltd.'s floating-rate debt.
The debt issuance is a CLO securitization backed by primarily
middle-market speculative-grade (rated 'BB+' and lower) senior
secured term loans that are governed by collateral quality tests.
The preliminary ratings are based on information as of June 25,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool, which consists
primarily of middle-market speculative-grade (rated 'BB+' and
lower) senior secured term loans.
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
Monroe Capital MML CLO XVI Ltd. /Monroe Capital MML CLO XVI LLC
Class A notes, $210.80 million: AAA (sf)
Class A loan, $100.00 million: AAA (sf)
Class B, $70.00 million: AA (sf)
Class C (deferrable), $44.80 million: A (sf)
Class D (deferrable), $33.60 million: BBB- (sf)
Class E (deferrable), $33.60 million: BB- (sf)
Subordinated notes, $69.00 million: Not rated
OCP CLO 2019-17: S&P Assigns Prelim BB-(sf) Ratings on E-R2 Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-R2, B-R2, C-R2, D-1R2, D-2R2, and E-R2 replacement debt from OCP
CLO 2019-17 Ltd./OCP CLO 2019-17 LLC, a CLO managed by Onex Credit
Partners LLC that was originally issued in July 2019 and underwent
a refinancing in July 2021.
The preliminary ratings are based on information as of June 20,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the July 9, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the July 2021 debt. At that
time, S&P expects to withdraw its ratings on the July 2021 debt and
assign ratings to the replacement debt. However, if the refinancing
doesn't occur, S&P may affirm its ratings on the July 2021 debt and
withdraw its preliminary ratings on the replacement debt.
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The replacement class A-R2 debt is expected to be issued at a
higher spread over the three-month CME term SOFR than the July 2021
debt.
-- The replacement class B-R2, C-R2, D-1R2, and E-R2 debt is
expected to be issued at a lower spread over the three-month CME
term SOFR than the July 2021 debt.
-- The replacement class D-2R2 debt is expected to be issued at a
fixed coupon, replacing the current floating coupon.
-- The stated maturity, reinvestment period, and non-call period
will be extended five years, five years, and four years,
respectively.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
OCP CLO 2019-17 Ltd./OCP CLO 2019-17 LLC
Class A-R2, $320.00 million: AAA (sf)
Class B-R2, $60.00 million: AA (sf)
Class C-R2 (deferrable), $30.00 million: A (sf)
Class D-1R2 (deferrable), $30.00 million: BBB- (sf)
Class D-2R2 (deferrable), $5.00 million: BBB- (sf)
Class E-R2 (deferrable), $15.00 million: BB- (sf)
Subordinated notes, $62.00 million: Not rated
OCP CLO 2024-33: S&P Assigns BB- (sf) Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to OCP CLO 2024-33 Ltd./OCP
CLO 2024-33 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Onex Credit Partners LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool, which consists
primarily of broadly syndicated speculative-grade (rated 'BB+' and
lower) senior secured term loans.
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
OCP CLO 2024-33 Ltd. /OCP CLO 2024-33 LLC
Class A-1, $384.00 million: AAA (sf)
Class A-2, $12.00 million: AAA (sf)
Class B, $60.00 million: AA (sf)
Class C (deferrable), $36.00 million: A (sf)
Class D-1 (deferrable), $36.00 million: BBB (sf)
Class D-2 (deferrable), $6.00 million: BBB- (sf)
Class E (deferrable), $18.00 million: BB- (sf)
Subordinated notes, $57.50 million(i): Not rated
(i)Includes balance of preferred shares.
OCTANE RECEIVABLES 2024-2: S&P Assigns BB (sf) Rating on E Notes
----------------------------------------------------------------
S&P Global Ratings assigned ratings to Octane Receivables Trust
2024-2's asset-backed notes.
The note issuance is an ABS transaction backed by consumer
powersport receivables.
The ratings reflect S&P's view of:
-- The availability of approximately 36.09%, 28.35%, 19.99%,
13.91%, and 10.35% in credit support, including excess spread, for
the class A (collectively, classes A1 and A2), B, C, D, and E
notes, respectively, based on stressed cash flow scenarios. These
credit support levels provide at least 5.00x, 4.00x, 3.00x, 2.00x,
and 1.60x coverage of S&P's stressed net loss levels for the class
A, B, C, D, and E notes, respectively.
-- The timely payment of interest and principal by the designated
legal final maturity dates under S&P's stressed cash flow modeling
scenarios, which it believes are appropriate for the assigned
ratings.
-- The expectation that under a moderate ('BBB') stress scenario
(2.00x its expected loss level), all else being equal, its ratings
will be within the credit stability limits specified by section A.4
of the Appendix contained in "S&P Global Ratings Definitions,"
published June 9, 2023.
-- The collateral characteristics of the amortizing pool of
consumer powersports receivables, including approximately 60.00% of
the outstanding principal balance in credit tiers 1 and 2.
-- The transaction's credit enhancement in the form of
subordination, overcollateralization that builds to a target level
of 8.25% of the current receivables balance, a nonamortizing
reserve account, and excess spread.
-- The transaction's sequential-pay structure, which builds credit
enhancement (on a percentage-of-receivables basis) as the pool
amortizes.
-- The transaction's payment and legal structure.
Ratings Assigned
Octane Receivables Trust 2024-2
Class A1, $50.00 million: A-1+ (sf)
Class A2, $203.62 million: AAA (sf)
Class B, $31.79 million: AA (sf)
Class C, $36.32 million: A (sf)
Class D, $25.58 million: BBB (sf)
Class E, $17.69 million: BB (sf)
PIKES PEAK 16: Fitch Assigns 'BB-(EXP)sf' Rating on Class E Notes
-----------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
Pikes Peak CLO 16 Ltd.
Entity/Debt Rating
----------- ------
Pikes Peak CLO 16 Ltd.
A-1 LT NR(EXP)sf Expected Rating
A-1L LT NR(EXP)sf Expected Rating
A-2 LT AAA(EXP)sf Expected Rating
B LT AA(EXP)sf Expected Rating
C LT A(EXP)sf Expected Rating
D-1 LT BBB-(EXP)sf Expected Rating
D-2 LT BBB-(EXP)sf Expected Rating
E LT BB-(EXP)sf Expected Rating
Subordinated Notes LT NR(EXP)sf Expected Rating
TRANSACTION SUMMARY
Pikes Peak CLO 16 Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
Partners Group US Management CLO LLC. Net proceeds from the
issuance of the secured and subordinated notes will provide
financing on a portfolio of approximately $400 million in primarily
first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 24.2, versus a maximum covenant, in accordance with
the initial expected matrix point of 26. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
100% first-lien senior secured loans. The weighted average recovery
rate (WARR) of the indicative portfolio is 73.96% versus a minimum
covenant, in accordance with the initial expected matrix point of
72.30%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 45% of the portfolio balance in aggregate while the
top five obligors can represent up to 11.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio and matrices
analysis is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBBsf' and 'AA+sf' for class A-2, between
'BB+sf' and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for
class C, between less than 'B-sf' and 'BB+sf' for class D-1,
between less than 'B-sf' and 'BB+sf' for class D-2, and between
less than 'B-sf' and 'BB-sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-2 notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AA+sf' for class C, 'Asf' for
class D-1, 'A-sf' for class D-2, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch or other nationally
recognized statistical rating organizations or European Securities
and Markets Authority-registered rating agencies. Fitch has relied
on the practices of the relevant groups within Fitch or other
rating agencies to assess the asset portfolio information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Pikes Peak CLO 16
Ltd. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
PRMI 2024-CMG1: Fitch Assigns 'B(EXP)sf' Rating on Class B-2 Notes
------------------------------------------------------------------
Fitch Ratings has assigned expected ratings to PRMI Securitization
Trust 2024-CMG1 (PRMI 2024-CMG1).
Entity/Debt Rating
----------- ------
PRMI 2024-CMG1
A-1 LT AAA(EXP)sf Expected Rating
A-2 LT AA(EXP)sf Expected Rating
A-3 LT A(EXP)sf Expected Rating
M-1 LT BBB(EXP)sf Expected Rating
B-1 LT BB(EXP)sf Expected Rating
B-2 LT B(EXP)sf Expected Rating
B-3 LT NR(EXP)sf Expected Rating
AIOS LT NR(EXP)sf Expected Rating
XS LT NR(EXP)sf Expected Rating
R LT NR(EXP)sf Expected Rating
CERT LT NR(EXP)sf Expected Rating
TRANSACTION SUMMARY
Fitch expects to rate the residential mortgage-backed notes, which
are backed by a pool of non-seasoned and seasoned, first lien, open
home equity line of credit (HELOC) on residential properties, to be
issued by PRMI Securitization Trust 2024-CMG1 (PRMI 2024-CMG1), as
indicated above. This is the third transaction rated by Fitch that
includes HELOCs with open draws on the PRMI shelf.
The collateral pool consists of 769 non-seasoned and seasoned,
performing, prime-quality loans with a current outstanding balance
as of the cutoff date of $315.63 million (the collateral balance
based on the maximum draw amount is $416.63 million, as determined
by Fitch). As of the cutoff date, 100% of the HELOC lines are open;
the aggregate available credit line amount is expected to be
$101.00 million, per the transaction documents.
The loans were originated or acquired by CMG Mortgage, Inc. and are
serviced by Northpointe Bank.
The transaction is structured with a sequential structure for both
the interest and principal waterfalls. Losses are allocated reverse
sequentially.
Draws will be funded first by the servicer, which will be
reimbursed from principal collections. If funds from principal
collections are insufficient, the servicer will be reimbursed from
the Variable Funding Account (VFA). The VFA will be funded up front
by the holder of the trust certificate, and the holder of the trust
certificate will be obligated, in certain circumstances (only if
draws exceed funds in the VFA), to remit funds on behalf of the
holder of the class R note to the VFA to reimburse the servicer for
certain draws on the mortgage loans. Any amounts so remitted by the
holder of the trust certificates will be added to the principal
balance of the trust certificates.
The servicer, Northpointe Bank, will not advance delinquent monthly
payments of P&I.
Although the notes have a note rate based on the SOFR index, the
collateral is made up of 100% adjustable-rate loans, with 0.32%
based on 30-day CME Term SOFR and 99.68% based on One-Year Treasury
CMT per the transaction documents. As a result, there is no LIBOR
exposure in the transaction.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 11.2% above a long-term sustainable level (vs.
11.1% on a national level as of 4Q23, down 0% since last quarter).
Housing affordability is the worst it has been in decades driven by
both high interest rates and elevated home prices. Home prices have
increased 5.5% YoY nationally as of February 2024 despite modest
regional declines, but are still being supported by limited
inventory.
Prime Credit Quality First Lien HELOC (Positive): The collateral
pool consists of 769 first lien, non-seasoned and seasoned,
performing prime-quality loans with a current principal balance of
$315.63 million as of the cutoff date ($416.63 million, based on
the max draw amount). As of the cutoff date, 100% of the collateral
comprises open HELOC lines. The pool in aggregate is seasoned eight
months, according to Fitch. Of the loans, Fitch determined that
100.0% of the loans are current with none of the loans having a
delinquency in the past 24 months. None of loans have received a
prior modification, based on Fitch's analysis, and none of the
loans have subordinate financing.
The pool exhibits a relatively strong credit profile, as shown by
the Fitch-determined 766 weighted average (WA) FICO score (765 per
the transaction documents) as well as the 73.0% combined
loan-to-value ratio (CLTV) and 82.0% sustainable LTV ratio (sLTV).
Fitch viewed the pool as being roughly 79.3% owner occupied, 90.0%
single family, 41.7% purchase and 39.0% to be cashout/limited
cashout refinances (all based on the max draw amount). Based on the
current drawn amount as of the cutoff date, total cashouts are
55.3% based on Fitch's analysis (55.47% per the transaction
documents).
Approximately 12.1% of the pool is concentrated in California, per
Fitch's analysis. The largest MSA concentration is in the Phoenix
MSA (8.7%), followed by the Denver MSA (6.6%) and the Seattle MSA
(5.0%). The top three MSAs account for 20.3% of the pool. As a
result, there was no probability of default (PD) penalty for
geographic concentration.
No Servicer Advancing (Mixed): The servicer will not be advancing
delinquent monthly payments of P&I. As P&I advances made on behalf
of loans that become delinquent and eventually liquidate reduce
liquidation proceeds to the trust, the loan-level loss severities
(LS) are less for this transaction than for those where the
servicer is obligated to advance P&I.
To provide liquidity and ensure timely interest will be paid to the
'AAAsf' rated notes, principal will need to be used to pay for
interest accrued on delinquent loans. This will result in stress on
the structure and the need for additional credit enhancement (CE)
compared to a pool with limited advancing. These structural
provisions and cash flow priorities, together with increased
subordination, provide for timely payments of interest to the
'AAAsf'' rated class
Sequential Structure (Positive): The proposed structure is a
sequential structure that prioritizes the payment of the more
senior classes first in both the interest and principal waterfall.
In the principal waterfall, unpaid interest on the A-1 is paid
first, which is supportive of the A-1 class receiving timely
interest. In the principal waterfall, after A-1 is paid any unpaid
interest amounts, principal is allocated pro-rata to the trust
certificate and the A-1 (at all times the A-1 is expected to
receive principal payments until it is paid in full). Once A-1 is
paid interest, then unpaid interest and principal are allocated to
the remaining classes sequentially starting with the A-2 class.
If a credit event is in effect, the transaction will still have a
sequential structure for the principal waterfall, however all funds
will go to the A, M, and B classes to pay unpaid interest and then
principal with the trust certificate being paid after the B-3 class
is paid in full.
Losses are allocated reverse sequentially as follows: Realized
losses in respect of the mortgage loans will be applied, through
the application of applied realized loss amounts, (a) on any
payment date on which a credit event is not in effect, by reducing
the residual principal balance of the trust certificates up to the
trust certificates writedown amount for such payment date, until
the residual principal balance of the trust certificates has been
reduced to zero, and then to reduce the note amounts of the offered
notes (other than the class AIOS notes) in reverse sequential order
of principal payments beginning with the class B 3 notes, in each
case until the Note Amount of such class is reduced to zero, and
(b) on any payment date on which a credit event is in effect, by
reducing the note amount of the notes and the residual principal
balance of the trust certificates in reverse sequential order of
principal payments, beginning with the trust certificates and then
to the class B 3 notes, and so on, in each case, until the residual
principal balance or note amount thereof is reduced to zero.
Excess cash flow in the transaction is not used to pay down the
bonds, but is used to repay previously allocated realized losses
and cap carryover amounts.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper market value declines (MVDs) than
assumed at the MSA level. Sensitivity analyses was conducted at the
state and national levels to assess the effect of higher MVDs for
the subject pool as well as lower MVDs, illustrated by a gain in
home prices.
This defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the
model-projected 42.3% at 'AAAsf'. The analysis indicates that there
is some potential rating migration with higher MVDs for all rated
classes, compared with the model projection. Specifically, a 10%
additional decline in home prices would lower all rated classes by
one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper MVDs than assumed at the MSA level.
Sensitivity analyses was conducted at the state and national levels
to assess the effect of higher MVDs for the subject pool as well as
lower MVDs, illustrated by a gain in home prices.
This defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Evolve. The third-party due diligence described in Form
15E focused on compliance, credit, and valuations. Fitch considered
this information in its analysis and, as a result, Fitch did not
make any adjustments to its analysis due to the due diligence
findings. Based on the results of the 49.3% due diligence performed
on the pool, the overall expected loss was reduced by 0.18%.
DATA ADEQUACY
Fitch relied on an independent third-party due diligence review
performed on 49.3% of loans in the pool. The third-party due
diligence was consistent with Fitch's "U.S. RMBS Rating Criteria."
The sponsor engaged Evolve to perform the review on 379 of the
loans in the pool. Loans reviewed under this engagement were given
compliance, credit and valuation grades and assigned initial grades
for each subcategory.
The sponsor also engaged Westcor to perform a review on the 11
seasoned loans in the pool for tax and title which confirmed that
all 11 subject mortgages are recorded in the appropriate recording
jurisdiction, and that for 10 mortgage loans, the title/lien search
confirms the subject mortgage in expected lien position. For 1
mortgage loan, the title/lien search does not confirm the subject
mortgage in expected lien position, but a clear title policy
confirms the lien insured in expected lien position.
In addition, the servicer confirmed the pay history for 100% of the
loans in the pool. The servicer confirmed all loans are in the
first lien position and they will advance per standard servicing
practices to maintain the first lien position.
An exception and waiver report was provided to Fitch which
indicated the pool of reviewed loans has a number of exceptions and
waivers. Fitch determined that the exceptions and waivers do not
materially affect the overall credit risk of the loans due to the
presence of compensating factors such as having liquid reserves or
FICO above guideline requirements or LTV or debt-to-income lower
than guideline requirement. Therefore, no adjustments were needed
to compensate for these occurrences.
Fitch utilized data files that were made available by the issuer on
its SEC Rule 17g-5 designated website. The loan-level information
Fitch received was provided in the American Securitization Forum's
(ASF) data layout format.
The ASF data tape layout was established with input from various
industry participants, including rating agencies, issuers,
originators, investors and others, to produce an industry standard
for the pool-level data in support of the U.S. RMBS securitization
market. The data contained in the data tape layout were populated
by the due diligence company and no material discrepancies were
noted.
ESG CONSIDERATIONS
PRMI 2024-CMG1 has an ESG Relevance Score of '4' for Transaction
Parties & Operational Risk due to elevated operational risk, which
resulted in an increase in expected losses. While the reviewed
originator and servicing party did not have an impact on the
expected losses, the Tier 2 R&W framework with an unrated
counterparty resulted in an increase in the expected losses. This
has a negative impact on the credit profile and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
RATE MORTGAGE 2024-J1: Fitch Gives B(EXP)sf Rating on Cl. B-5 Certs
-------------------------------------------------------------------
Fitch Ratings expects to rate the residential mortgage-backed
certificates issued by RATE Mortgage Trust 2024-J1 (RATE 2024-J1).
Entity/Debt Rating
----------- ------
RATE 2024-J1
A-1 LT AAA(EXP)sf Expected Rating
A-2 LT AAA(EXP)sf Expected Rating
A-3 LT AAA(EXP)sf Expected Rating
A-4 LT AAA(EXP)sf Expected Rating
A-5 LT AAA(EXP)sf Expected Rating
A-6 LT AAA(EXP)sf Expected Rating
A-7 LT AAA(EXP)sf Expected Rating
A-8 LT AAA(EXP)sf Expected Rating
A-9 LT AAA(EXP)sf Expected Rating
A-10 LT AAA(EXP)sf Expected Rating
A-11 LT AAA(EXP)sf Expected Rating
A-12 LT AAA(EXP)sf Expected Rating
A-13 LT AAA(EXP)sf Expected Rating
A-14 LT AAA(EXP)sf Expected Rating
A-15 LT AAA(EXP)sf Expected Rating
A-16 LT AAA(EXP)sf Expected Rating
A-17 LT AAA(EXP)sf Expected Rating
A-18 LT AAA(EXP)sf Expected Rating
A-19 LT AAA(EXP)sf Expected Rating
A-20 LT AAA(EXP)sf Expected Rating
A-21 LT AAA(EXP)sf Expected Rating
A-22 LT AAA(EXP)sf Expected Rating
A-23 LT AAA(EXP)sf Expected Rating
A-24 LT AAA(EXP)sf Expected Rating
A-25 LT AAA(EXP)sf Expected Rating
A-X-1 LT AAA(EXP)sf Expected Rating
A-X-2 LT AAA(EXP)sf Expected Rating
A-X-3 LT AAA(EXP)sf Expected Rating
A-X-4 LT AAA(EXP)sf Expected Rating
A-X-5 LT AAA(EXP)sf Expected Rating
A-X-6 LT AAA(EXP)sf Expected Rating
A-X-7 LT AAA(EXP)sf Expected Rating
A-X-8 LT AAA(EXP)sf Expected Rating
A-X-9 LT AAA(EXP)sf Expected Rating
A-X-10 LT AAA(EXP)sf Expected Rating
A-X-11 LT AAA(EXP)sf Expected Rating
A-X-12 LT AAA(EXP)sf Expected Rating
A-X-13 LT AAA(EXP)sf Expected Rating
A-X-14 LT AAA(EXP)sf Expected Rating
A-X-15 LT AAA(EXP)sf Expected Rating
A-X-16 LT AAA(EXP)sf Expected Rating
A-X-17 LT AAA(EXP)sf Expected Rating
A-X-18 LT AAA(EXP)sf Expected Rating
A-X-19 LT AAA(EXP)sf Expected Rating
A-X-20 LT AAA(EXP)sf Expected Rating
A-X-21 LT AAA(EXP)sf Expected Rating
A-X-22 LT AAA(EXP)sf Expected Rating
A-X-23 LT AAA(EXP)sf Expected Rating
A-X-24 LT AAA(EXP)sf Expected Rating
A-X-25 LT AAA(EXP)sf Expected Rating
A-X-26 LT AAA(EXP)sf Expected Rating
B-1 LT AA(EXP)sf Expected Rating
B-1A LT AA(EXP)sf Expected Rating
B-X-1 LT AA(EXP)sf Expected Rating
B-2 LT A-(EXP)sf Expected Rating
B-2A LT A-(EXP)sf Expected Rating
B-X-2 LT A-(EXP)sf Expected Rating
B-3 LT BBB(EXP)sf Expected Rating
B-4 LT BB(EXP)sf Expected Rating
B-5 LT B(EXP)sf Expected Rating
B-6 LT NR(EXP)sf Expected Rating
R LT NR(EXP)sf Expected Rating
A-X-S LT NR(EXP)sf Expected Rating
TRANSACTION SUMMARY
The RATE 2024-J1 certificates are supported by 335 loans with a
total balance of approximately $371.76 million as of the cutoff
date. The pool consists of prime fixed-rate mortgages originated by
Guaranteed Rate, Inc. (GRI). Distributions of principal and
interest and loss allocations are based on a senior-subordinate,
shifting-interest structure.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 10.5% above a long-term sustainable (vs. 11.1% on a
national level as of 4Q23, remained unchanged since last quarter).
Housing affordability is the worst it has been in decades driven by
both high interest rates and elevated home prices. Home prices have
increased 5.5% YoY nationally as of February 2024 despite modest
regional declines, but are still being supported by limited
inventory.
High-Quality Mortgage Pool (Positive): The collateral consists of
335 loans, totaling $371.76 million, and seasoned approximately two
months in the aggregate (calculated as the difference between
origination date and first pay date). The borrowers have a strong
credit profile (779.4 FICO and 34.2% debt to income ratio [DTI])
and moderate leverage (73.4% current mark to market loan to value
ratio [cLTV] and sustainable loan to value ratio [sLTV] of 82.3%).
The pool consists of 94.3% of loans where the borrower maintains a
primary residence, while 5.7% comprise a second home. Additionally,
100.0% of the loans were originated through a retail channel and
99.8% are designated as safe-harbor qualified mortgage (QM).
Shifting Interest Structure (Mixed): The mortgage cash flow and
loss allocation are based on a senior-subordinate,
shifting-interest structure whereby the subordinate classes receive
only scheduled principal and are locked out from receiving
unscheduled principal or prepayments for five years. While there is
only minimal leakage to the subordinate bonds early in the life of
the transaction, the structure is more vulnerable to defaults
occurring at a later stage compared to a sequential or modified
sequential structure.
Interest Reduction Risk (Negative): The transaction incorporates a
structural feature for loans more than 120 days delinquent (a
stop-advance loan). Unpaid interest on stop-advance loans reduces
the amount of interest that is contractually due to bondholders in
reverse-sequential order. While this feature helps limit cash flow
leakage to subordinate bonds, it can result in interest reductions
to rated bonds in high-stress scenarios. A key difference with this
transaction, compared to other programs that treat stop-advance
loans similarly, is that liquidation proceeds are allocated to
interest before principal. As a result, Fitch included the full
interest carry in its loss projections and views the risk of
permanent interest reductions as lower than for other programs with
a similar feature.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch's analysis incorporates a sensitivity analysis to demonstrate
how the ratings would react to steeper market value declines (MVDs)
than assumed at the MSA level. The implied rating sensitivities are
only an indication of some of the potential outcomes and do not
consider other risk factors that the transaction may become exposed
to or may be considered in the surveillance of the transaction.
Three sets of sensitivity analyses were conducted at the state and
national levels to assess the effect of higher MVDs for the subject
pool.
This defined stress sensitivity analysis demonstrates how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10%, 20% and 30%, in addition to the
model-projected 10.5%. As shown in the table below, the analysis
indicates that there is some potential rating migration with higher
MVDs compared to the model projection.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up- and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Consolidated Analytics. The third-party due diligence
described in Form 15E focused on credit, compliance and property
valuation review. Fitch applied a credit for the high percentage of
loan-level due diligence, which reduced the 'AAAsf' loss
expectation by 26bps.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
RATE MORTGAGE 2024-J1: Moody's Assigns (P)B1 Rating to B-5 Certs
----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to 60 classes of
residential mortgage-backed securities (RMBS) to be issued by RATE
Mortgage Trust 2024-J1, and sponsored by Guaranteed Rate, Inc.
The securities are backed by a pool of prime jumbo residential
mortgage loans originated by Guaranteed Rate, Inc. and serviced by
ServiceMac, LLC.
The complete rating actions are as follows:
Issuer: RATE Mortgage Trust 2024-J1
Cl. A-1, Assigned (P)Aaa (sf)
Cl. A-2, Assigned (P)Aaa (sf)
Cl. A-3, Assigned (P)Aaa (sf)
Cl. A-4, Assigned (P)Aaa (sf)
Cl. A-5, Assigned (P)Aaa (sf)
Cl. A-6, Assigned (P)Aaa (sf)
Cl. A-7, Assigned (P)Aaa (sf)
Cl. A-8, Assigned (P)Aaa (sf)
Cl. A-9, Assigned (P)Aaa (sf)
Cl. A-10, Assigned (P)Aaa (sf)
Cl. A-11, Assigned (P)Aaa (sf)
Cl. A-12, Assigned (P)Aaa (sf)
Cl. A-13, Assigned (P)Aaa (sf)
Cl. A-14, Assigned (P)Aaa (sf)
Cl. A-15, Assigned (P)Aaa (sf)
Cl. A-16, Assigned (P)Aaa (sf)
Cl. A-17, Assigned (P)Aaa (sf)
Cl. A-18, Assigned (P)Aaa (sf)
Cl. A-19, Assigned (P)Aa1 (sf)
Cl. A-20, Assigned (P)Aa1 (sf)
Cl. A-21, Assigned (P)Aa1 (sf)
Cl. A-22, Assigned (P)Aaa (sf)
Cl. A-23, Assigned (P)Aaa (sf)
Cl. A-24, Assigned (P)Aaa (sf)
Cl. A-25, Assigned (P)Aaa (sf)
Cl. A-X-1*, Assigned (P)Aaa (sf)
Cl. A-X-2*, Assigned (P)Aaa (sf)
Cl. A-X-3*, Assigned (P)Aaa (sf)
Cl. A-X-4*, Assigned (P)Aaa (sf)
Cl. A-X-5*, Assigned (P)Aaa (sf)
Cl. A-X-6*, Assigned (P)Aaa (sf)
Cl. A-X-7*, Assigned (P)Aaa (sf)
Cl. A-X-8*, Assigned (P)Aaa (sf)
Cl. A-X-9*, Assigned (P)Aaa (sf)
Cl. A-X-10*, Assigned (P)Aaa (sf)
Cl. A-X-11*, Assigned (P)Aaa (sf)
Cl. A-X-12*, Assigned (P)Aaa (sf)
Cl. A-X-13*, Assigned (P)Aaa (sf)
Cl. A-X-14*, Assigned (P)Aaa (sf)
Cl. A-X-15*, Assigned (P)Aaa (sf)
Cl. A-X-16*, Assigned (P)Aaa (sf)
Cl. A-X-17*, Assigned (P)Aaa (sf)
Cl. A-X-18*, Assigned (P)Aaa (sf)
Cl. A-X-19*, Assigned (P)Aaa (sf)
Cl. A-X-20*, Assigned (P)Aa1 (sf)
Cl. A-X-21*, Assigned (P)Aa1 (sf)
Cl. A-X-22*, Assigned (P)Aa1 (sf)
Cl. A-X-23*, Assigned (P)Aaa (sf)
Cl. A-X-24*, Assigned (P)Aaa (sf)
Cl. A-X-25*, Assigned (P)Aaa (sf)
Cl. A-X-26*, Assigned (P)Aaa (sf)
Cl. B-1, Assigned (P)Aa3 (sf)
Cl. B-X-1*, Assigned (P)Aa3 (sf)
Cl. B-1A, Assigned (P)Aa3 (sf)
Cl. B-2, Assigned (P)A2 (sf)
Cl. B-X-2*, Assigned (P)A2 (sf)
Cl. B-2A, Assigned (P)A2 (sf)
Cl. B-3, Assigned (P)Baa1 (sf)
Cl. B-4, Assigned (P)Ba1 (sf)
Cl. B-5, Assigned (P)B1 (sf)
*Reflects Interest-Only Classes
RATINGS RATIONALE
The ratings are based on the credit quality of the mortgage loans,
the structural features of the transaction, the origination quality
and the servicing arrangement, the third-party review, and the
representations and warranties framework.
Moody's expected loss for this pool in a baseline scenario-mean is
0.28%, in a baseline scenario-median is 0.11% and reaches 4.72% at
a stress level consistent with Moody's Aaa ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in August 2023.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
ROCKFORD TOWER 2019-2: Moody's Cuts Rating on $9MM F Notes to Caa1
------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Rockford Tower CLO 2019-2, Ltd.:
US$54,000,00 Class B-R Senior Secured Floating Rate Notes,
Upgraded to Aa1 (sf); previously on Aug 20, 2021 Assigned Aa2 (sf)
US$9,000,000 Class F Junior Secured Deferrable Floating Rate
Notes, Downgraded to Caa1 (sf); previously on Aug 1, 2019 Assigned
B3 (sf)
Moody's have also affirmed the ratings on the following notes:
US$325,000,000 Class A-R Senior Secured Floating Rate Notes,
Affirmed Aaa (sf); previously on Aug 20, 2021 Assigned Aaa (sf)
US$24,000,000 Class C-R Mezzanine Secured Deferrable Floating Rate
Notes, Affirmed A2 (sf); previously on Aug 20, 2021 Assigned A2
(sf)
US$31,750,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes, Affirmed Baa3 (sf); previously on Aug 20, 2021 Assigned Baa3
(sf)
US$25,250,000 Class E Junior Secured Deferrable Floating Rate
Notes, Affirmed Ba3 (sf); previously on Aug 1, 2019 Assigned Ba3
(sf)
Rockford Tower CLO 2019-2, Ltd., issued in August 2019 and
refinanced in August 2021, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured US
loans. The portfolio is managed by Rockford Tower Capital
Management, L.L.C. The transaction's reinvestment period will end
in August 2024.
RATINGS RATIONALE
The rating upgrade on the Class B-R notes is primarily a result of
the benefit of the shorter period of time remaining before the end
of the reinvestment period in August 2024.
The rating downgrade on the Class F notes is primarily a result of
the deterioration over-collateralisation ratios over the last 12
months.
The affirmations on the ratings on the Class A-R, Class C-R, Class
D-R and Class E notes are primarily a result of the expected losses
on the notes remaining consistent with their current rating levels,
after taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.
The over-collateralisation (OC) ratios of the rated notes have
deteriorated over the last 12 months. According to the trustee
report dated May 2024 [1] the Class A/B, Class C, Class D and Class
E OC ratios are reported at 129.75%, 122.02%, 113.11% and 106.90%,
compared to May 2023 [2] levels of 133.17%, 125.24%, 116.09% and
109.72%, respectively.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD495.9m
Defaulted Securities: USD1.3m
Diversity Score: 83
Weighted Average Rating Factor (WARF): 2840
Weighted Average Life (WAL): 4.69 years
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.46%
Weighted Average Coupon (WAC): 4.54%
Weighted Average Recovery Rate (WARR): 46.58%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance methodology"
published in October 2023. Moody's concluded the ratings of the
notes are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: Once reaching the end of the
reinvestment period in August 2024, the main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
RR 30 LTD: Fitch Assigns 'BB+(EXP)sf' Rating on Class D Notes
-------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
RR 30 LTD.
Entity/Debt Rating
----------- ------
RR 30 LTD
A-1a LT AAA(EXP)sf Expected Rating
A-1b LT AAA(EXP)sf Expected Rating
A-2 LT AA(EXP)sf Expected Rating
B LT A+(EXP)sf Expected Rating
C LT BBB-(EXP)sf Expected Rating
D LT BB+(EXP)sf Expected Rating
E LT NR(EXP)sf Expected Rating
Subordinated LT NR(EXP)sf Expected Rating
TRANSACTION SUMMARY
RR 30 LTD (the issuer) is an arbitrage cash flow collateralized
loan obligation (CLO) that will be managed by Redding Ridge Asset
Management LLC. Net proceeds from the issuance of the secured and
subordinated notes will provide financing on a portfolio of
approximately $400 million of primarily first lien senior secured
leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. Issuers rated in the 'B' rating category denote a highly
speculative credit quality; however, the notes benefit from
appropriate credit enhancement and standard CLO structural
features.
Asset Security (Positive): The indicative portfolio consists of
99.13% first-lien senior secured loans and has a weighted average
recovery assumption of 73.88%. Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions for higher rating stresses.
Portfolio Composition (Positive): The largest three industries may
comprise up to 37% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
CLOs.
Portfolio Management (Neutral): The transaction has a 4.9-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period. In Fitch's opinion, these
conditions would reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'A-sf' and 'AA+sf' for class A-1a, between
'BBB+sf' and 'AA+sf' for class A-1b, between 'BB+sf' and 'A+sf' for
class A-2, between 'B+sf' and 'BBB+sf' for class B, between less
than 'B-sf' and 'BB+sf' for class C, and between less than 'B-sf'
and 'BB-sf' for class D.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1a and class
A-1b notes as these notes are in the highest rating category of
'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class A-2, 'AA+sf' for class B, 'A+sf'
for class C, and 'BBB+sf' for class D.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for RR 30 LTD. In cases
where Fitch does not provide ESG relevance scores in connection
with the credit rating of a transaction, programme, instrument or
issuer, Fitch will disclose in the key rating drivers any ESG
factor which has a significant impact on the rating on an
individual basis.
RR 30 LTD: Moody's Assigns (P)B3 Rating to $400,000 Class E Notes
-----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to two classes of
notes to be issued by RR 30 LTD (the "Issuer" or "RR 30").
Moody's rating action is as follows:
US$245,200,000 Class A-1a Senior Secured Floating Rate Notes due
2036, Assigned (P)Aaa (sf)
US$400,000 Class E Secured Deferrable Floating Rate Notes due 2036,
Assigned (P)B3 (sf)
The notes listed are referred to herein, collectively, as the
"Rated Notes."
RATINGS RATIONALE
The rationale for the ratings is based on Moody's methodology and
considers all relevant risks, particularly those associated with
the CLO's portfolio and structure.
RR 30 is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 96% of the portfolio must consist of
first lien senior secured loans and up to 4% of the portfolio may
consist of second lien loans, unsecured loans and permitted
non-loan assets. Moody's expect the portfolio to be approximately
100% ramped as of the closing date.
Redding Ridge Asset Management LLC (the "Manager") will direct the
selection, acquisition and disposition of the assets on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's five year
reinvestment period. Thereafter, subject to certain restrictions,
the Manager may reinvest unscheduled principal payments and
proceeds from sales of credit risk assets.
In addition to the Rated Notes, the Issuer will issue five other
classes of secured notes and one class of subordinated notes.
The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2024.
For modeling purposes, Moody's used the following base-case
assumptions:
Par amount: $400,000,000
Diversity Score: 45
Weighted Average Rating Factor (WARF): 3085
Weighted Average Spread (WAS): 3.30%
Weighted Average Coupon (WAC): 7.25%
Weighted Average Recovery Rate (WARR): 47.00%
Weighted Average Life (WAL): 8.2 years
Methodology Underlying the Rating Action
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.
SCF EQUIPMENT 2024-1: Moody's Assigns B3 Rating to Class F Notes
----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to the Equipment
Contract Backed Notes, Series 2024-1, Class A-1, Class A-2, Class
A-3, Class B, Class C, Class D, Class E and Class F notes (Series
2024-1 notes or the notes issued by SCF Equipment Leasing 2024-1
LLC and SCF Equipment Leasing Canada 2024-1 Limited Partnership.
Stonebriar Commercial Finance LLC (Stonebriar) along with its
Canadian counterpart - Stonebriar Commercial Finance Canada Inc.
(Stonebriar Canada) are the originators and Stonebriar alone will
be the servicer of the assets backing this transaction. The issuers
are wholly-owned, limited purpose subsidiaries of Stonebriar and
Stonebriar Canada. The assets in the pool will consist of loan and
lease contracts, secured primarily by manufacturing and assembly,
chemical plants, and sand plants. Stonebriar was founded in 2015
and is led by a management team with an average of over 26 years of
experience in equipment financing.
The complete rating actions are as follows:
Issuer: SCF Equipment Leasing 2024-1 LLC/SCF Equipment Leasing
Canada 2024-1 Limited Partnership
Class A-1 Notes, Definitive Rating Assigned P-1 (sf)
Class A-2 Notes, Definitive Rating Assigned Aaa (sf)
Class A-3 Notes, Definitive Rating Assigned Aaa (sf)
Class B Notes, Definitive Rating Assigned Aa1 (sf)
Class C Notes, Definitive Rating Assigned A1 (sf)
Class D Notes, Definitive Rating Assigned Baa2 (sf)
Class E Notes, Definitive Rating Assigned Ba3 (sf)
Class F Notes, Definitive Rating Assigned B3 (sf)
RATINGS RATIONALE
The definitive ratings are based on; (1) the experience of
Stonebriar's management team and the company as servicer; (2) US
Bank National Association (long-term deposits Aa3/ long-term CR
assessment A1(cr), short-term deposits P-1, BCA a2) as backup
servicer for the contracts; (3) the weak credit quality and
concentration of the obligors backing the contracts in the pool;
(4) the assessed value of the collateral backing the contracts in
the pool; (5) the inclusion of about 60% non-direct interests in
the assets underlying the contracts included in the pool; (6) the
pre-funding of the pool for inclusion of 10 contracts currently in
the SCFET 2019-2 transaction; (7) the credit enhancement, including
overcollateralization, subordination, excess spread and a
non-declining reserve account and (8) the sequential pay structure.
Moody's also considered sensitivities to various factors such as
default rates and recovery rates in Moody's analysis.
The definitive ratings for the Classes B, C and D notes, of Aa1
(sf), A1 (sf) and Baa2 (sf), respectively, are one notch higher
than the provisional ratings, (P)Aa2 (sf), (P)A2 (sf) and (P)Baa3
(sf), respectively. This difference is primarily a result of the
transaction closing with a lower weighted average cost of funds
(WAC) than Moody's modeled when the provisional ratings were
assigned. The WAC assumption as well as other structural features,
were provided by the issuer.
Additionally, Moody's base Moody's P-1 (sf) rating of the Class A-1
notes on the cash flows that Moody's expect the underlying
receivables to generate during the collection periods prior to the
Class A-1 notes' legal final maturity date.
At closing the Class A, Class B, Class C, Class D, Class E and
Class F notes benefit from 31.50%, 23.75%, 18.00%, 12.00%, 8.50%,
and 5.50% of hard credit enhancement, respectively. Hard credit
enhancement for the notes consists of a combination of initial
overcollateralization of 1.00% which will build to a target of
7.00% of the outstanding pool balance with a floor of 2.00% of the
initial pool balance, a 1.00% fully funded reserve account with a
floor of 1.00%, and subordination. The notes will also benefit from
excess spread.
The equipment contracts that will back the notes were extended
primarily to middle market obligors and are secured by various
types of equipment including manufacturing and assembly, chemical
plants, and sand plants.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was "Equipment
Lease and Loan Securitizations Methodology" published in September
2023.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Moody's could upgrade the ratings on the subordinate notes if
levels of credit protection are greater than necessary to protect
investors against current expectations of loss. Moody's updated
expectations of loss may be better than its original expectations
because of lower frequency of default or improved credit quality of
the underlying obligors or lower than expected depreciation in the
value of the equipment that secure the obligor's promise of
payment. As the primary drivers of performance, positive changes in
the US macro economy and the performance of various sectors where
the obligors operate could also affect the ratings.
Down
Moody's could downgrade the notes if levels of credit protection
are insufficient to protect investors against current expectations
of portfolio losses. Losses could rise above Moody's original
expectations as a result of a higher number of obligor defaults,
weaker credit quality of the obligors, or greater than expected
deterioration in the value of the equipment that secure the
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud. Additionally, Moody's could downgrade the Class A-1
short term rating following a significant slowdown in principal
collections that could result from, among other reasons, high
delinquencies or a servicer disruption that impacts obligor's
payments.
SIGNAL PEAK 11: S&P Assigns Prelim BB-(sf) Rating on Class E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Signal Peak
CLO 11 Ltd./Signal Peak CLO 11 LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by ORIX Advisers LLC, a wholly owned
subsidiary of ORIX Corporation USA.
The preliminary ratings are based on information as of June 27,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect:
-- S&P's view of the collateral pool's diversification;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
Signal Peak CLO 11 Ltd./Signal Peak CLO 11 LLC
Class A-1, $256.00 million: AAA (sf)
Class A-2, $20.00 million: AAA (sf)
Class B, $28.00 million: AA (sf)
Class C-1 (deferrable), $14.00 million: A+ (sf)
Class C-2 (deferrable), $10.00 million: A (sf)
Class D-1 (deferrable), $24.00 million: BBB- (sf)
Class D-2 (deferrable), $4.00 million: BBB- (sf)
Class E (deferrable), $10.00 million: BB- (sf)
Subordinated notes, $37.45 million: Not rated
SIXTH STREET XXV: S&P Assigns BB- (sf) Rating on Class E Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to Sixth Street CLO XXV
Ltd./Sixth Street CLO XXV LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Sixth Street CLO XXV Management LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool, which consists
primarily of broadly syndicated speculative-grade (rated 'BB+' and
lower) senior secured term loans.
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Sixth Street CLO XXV Ltd./Sixth Street CLO XXV LLC
Class A, $310.00 million: AAA (sf)
Class B, $65.00 million: AA (sf)
Class C (deferrable), $35.00 million: A (sf)
Class D-1 (deferrable), $30.00 million: BBB- (sf)
Class D-2 (deferrable), $3.75 million: BBB- (sf)
Class E (deferrable), $16.25 million: BB- (sf)
Subordinated notes, $47.55 million: Not rated
SYMPHONY CLO 44: Fitch Assigns 'BB-sf' Rating on Class E Notes
--------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Symphony
CLO 44, Ltd.
Entity/Debt Rating Prior
----------- ------ -----
Symphony CLO 44, Ltd.
A LT NRsf New Rating NR(EXP)sf
B LT AAsf New Rating AA(EXP)sf
C-1 LT A+sf New Rating A+(EXP)sf
C-2 LT Asf New Rating A(EXP)sf
D LT BBB-sf New Rating BBB-(EXP)sf
E LT BB-sf New Rating BB-(EXP)sf
Subordinated LT NRsf New Rating NR(EXP)sf
TRANSACTION SUMMARY
Symphony CLO 44, Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
Symphony Alternative Asset Management LLC. Net proceeds from the
issuance of the secured and subordinated notes will provide
financing on a portfolio of approximately $400 million of primarily
first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B'/'B-', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 25, versus a maximum covenant, in
accordance with the initial expected matrix point of 26.44. Issuers
rated in the 'B' rating category denote a highly speculative credit
quality; however, the notes benefit from appropriate credit
enhancement and standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of 98%
first-lien senior secured loans. The weighted average recovery rate
(WARR) of the indicative portfolio is 75.36% versus a minimum
covenant, in accordance with the initial expected matrix point of
72.2%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 47.5% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio and matrices
analysis is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BB+sf' and 'A+sf' for class B, between 'B+sf'
and 'BBB+sf' for class C-1, between 'B+sf' and 'BBB+sf' for class
C-2, between less than 'B-sf' and 'BB+sf' for class D, and between
less than 'B-sf' and 'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AA+sf' for class C-1, 'AAsf'
for class C-2, 'Asf' for class D, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assesses the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Symphony CLO 44,
Ltd. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
VERUS SECURITIZATION 2019-INV2: S&P Raises B-2 Notes to 'BB- (sf)'
------------------------------------------------------------------
S&P Global Ratings completed its review of its ratings on 32
classes from five U.S. non-qualified mortgage (non-QM) RMBS
transactions. The review yielded six upgrades and 26 affirmations.
S&P said, "For each transaction, we performed a credit analysis
using updated loan-level information from which we determined
foreclosure frequency, loss severity, and loss coverage amounts
commensurate with each rating level. We used the same mortgage
operational assessment, representation and warranty, and due
diligence factors that were applied at issuance. Our geographic
concentration and prior credit event adjustment factors were based
on the transactions' current pool composition."
The upgrades primarily reflect deleveraging (the rated classes
benefit from a growing percentage of credit support from regular
principal payments, historical prepayments) and the degree of
credit enhancement relative to delinquencies.
The affirmations reflect S&P's view that the projected collateral
performance relative to our projected credit support on these
classes remains relatively consistent with our prior projections.
Analytical Considerations
S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by its projected cash flows. These considerations
are based on transaction-specific performance and/or structural
characteristics and their potential effects on certain classes.
These considerations may include:
-- Collateral performance or delinquency trends,
-- Historical interest shortfalls or missed interest payments,
-- Loan modifications,
-- Priority of principal payments,
-- Priority of loss allocation,
-- Available subordination and/or credit enhancement floors, and
-- Large-balance loan exposure or tail risk.
Ratings list
RATING
ISSUER
SERIES CLASS CUSIP TO FROM
PRPM 2022-INV1 Trust
Series 2022-INV1 A-1 69377EAA7 AAA (sf) AAA (sf)
PRPM 2022-INV1 Trust
Series 2022-INV1 A-2 69377EAB5 AA+ (sf) AA (sf)
MAIN RATIONALE: Increased credit support.
PRPM 2022-INV1 Trust
Series 2022-INV1 A-3 69377EAC3 A (sf) A (sf)
PRPM 2022-INV1 Trust
Series 2022-INV1 M-1 69377EAD1 BBB (sf) BBB (sf)
PRPM 2022-INV1 Trust
Series 2022-INV1 B-1 69377EAE9 BB (sf) BB (sf)
PRPM 2022-INV1 Trust
Series 2022-INV1 B-2 69377EAF6 B (sf) B (sf)
TRK 2021-INV1 Trust
2021-INV1 A-1 89688WAA9 AAA (sf) AAA (sf)
TRK 2021-INV1 Trust
2021-INV1 A-2 89688WAB7 AA+ (sf) AA+ (sf)
TRK 2021-INV1 Trust
2021-INV1 A-3 89688WAC5 AA (sf) AA (sf)
TRK 2021-INV1 Trust
2021-INV1 M-1 89688WAD3 A (sf) BBB+ (sf)
MAIN RATIONALE: Increased credit support.
TRK 2021-INV1 Trust
2021-INV1 B-1 89688WAE1 BB+ (sf) BB+ (sf)
TRK 2021-INV1 Trust
2021-INV1 B-2 89688WAF8 B+ (sf) B+ (sf)
Verus Securitization Trust 2019-INV2
2019-INV2 A-1 92537HAA9 AAA (sf) AAA (sf)
Verus Securitization Trust 2019-INV2
2019-INV2 A-2 92537HAB7 AA+ (sf) AA+ (sf)
Verus Securitization Trust 2019-INV2
2019-INV2 A-3 92537HAC5 AA (sf) AA (sf)
Verus Securitization Trust 2019-INV2
2019-INV2 M-1 92537HAD3 AA- (sf) AA- (sf)
Verus Securitization Trust 2019-INV2
2019-INV2 B-1 92537HAE1 A+ (sf) BBB+ (sf)
MAIN RATIONALE: Increased credit support.
Verus Securitization Trust 2019-INV2
2019-INV2 B-2 92537HAF8 BB- (sf) B+ (sf)
MAIN RATIONALE: Increased credit support.
Verus Securitization Trust 2019-INV3
2019-INV3 A-1 92537MAA8 AAA (sf) AAA (sf)
Verus Securitization Trust 2019-INV3
2019-INV3 A-1-X 92537MAB6 AAA (sf) AAA (sf)
Verus Securitization Trust 2019-INV3
2019-INV3 A-1B 92537MAC4 AAA (sf) AAA (sf)
Verus Securitization Trust 2019-INV3
2019-INV3 A-2 92537MAD2 AA+ (sf) AA+ (sf)
Verus Securitization Trust 2019-INV3
2019-INV3 A-3 92537MAE0 AA (sf) AA (sf)
Verus Securitization Trust 2019-INV3
2019-INV3 M-1 92537MAF7 AA- (sf) AA- (sf)
Verus Securitization Trust 2019-INV3
2019-INV3 B-1 92537MAG5 A- (sf) BBB+ (sf)
MAIN RATIONALE: credit support.
Verus Securitization Trust 2019-INV3
2019-INV3 B-2 92537MAH3 BBB (sf) BBB (sf)
Verus Securitization Trust 2020-INV1
2020-INV1 A-1 92537TAA3 AAA (sf) AAA (sf)
Verus Securitization Trust 2020-INV1
2020-INV1 A-2 92537TAD7 AAA (sf) AAA (sf)
Verus Securitization Trust 2020-INV1
2020-INV1 A-3 92537TAE5 AA+ (sf) AA+ (sf)
Verus Securitization Trust 2020-INV1
2020-INV1 M-1 92537TAF2 AA- (sf) A+ (sf)
MAIN RATIONALE: Increased credit support.
Verus Securitization Trust 2020-INV1
2020-INV1 B-1 92537TAG0 A- (sf) A- (sf)
Verus Securitization Trust 2020-INV1
2020-INV1 B-2 92537TAH8 BBB- (sf) BBB- (sf)
VERUS SECURITIZATION 2024-5: S&P Assigns B- (sf) on Class B-2 Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its ratings to Verus Securitization
Trust 2024-5's mortgage-backed notes.
The note issuance is an RMBS transaction backed primarily by newly
originated first- and second-lien, fixed- and adjustable-rate
residential mortgage loans, including mortgage loans with initial
interest-only periods, to both prime and non-prime borrowers. The
loans are secured by single-family residences, planned-unit
developments, two- to four-family residential properties,
condominiums, condotels, townhouses, mixed-use properties, and
five- to 10-unit multifamily residences. The pool has 1,001 loans
backed by 1,007 properties, which are qualified mortgage
(QM)/non-higher-priced mortgage loans (safe harbor), QM rebuttable
presumption, non-QM/ability-to-repay-compliant, and
ability-to-repay-exempt loans. Of the 1,001 loans, two loans are
cross-collateralized loans backed by eight properties.
S&P said, "Since we assigned our preliminary ratings on June 5,
2024, the issuer dropped seven loans from the pool and updated both
the balances and payment histories for some loans in the pool to
reflect a cut-off date of June 1, 2024, resulting in a final pool
balance of $533,328,743.49. The bond sizes were correspondingly
reduced such that credit enhancement for the rated bonds remained
the same. The class B-1 note rate was determined at pricing to have
a fixed coupon subject to the pool's net weighted average coupon
rate. After assessing the final pool and the capital structure, the
final ratings we assigned are unchanged from our preliminary
ratings on all classes."
The ratings reflect S&P's view of:
-- The pool's collateral composition;
-- The transaction's credit enhancement, associated structural
mechanics, representations and warranties framework, prior credit
events, and geographic concentration;
-- The mortgage aggregator, Invictus Capital Partners; and
-- The potential impact current and near-term macroeconomic
conditions may have on the performance of the mortgage borrowers in
the pool. S&P said, "On Oct. 13, 2023, we updated our market
outlook as it relates to the 'B' projected archetypal loss level,
and therefore revised and lowered our 'B' foreclosure frequency to
2.50% from 3.25%, which reflects the level prior to April 2020,
preceding the COVID-19 pandemic. The update reflects our benign
view of the mortgage and housing markets as demonstrated through
general national-level home price behavior, unemployment rates,
mortgage performance, and underwriting. Per our latest
macroeconomic update, the U.S. economy continues to outperform
expectations following consecutive quarters of contraction in the
first half of 2022."
Ratings Assigned
Verus Securitization Trust 2024-5(i)
Class A-1, $346,663,000: AAA (sf)
Class A-2, $38,667,000: AA (sf)
Class A-3, $65,599,000: A (sf)
Class M-1, $34,666,000: BBB- (sf)
Class B-1, $19,200,000: BB- (sf)
Class B-2, $17,333,000: B- (sf)
Class B-3, $11,200,743: Not rated
Class A-IO-S, notional(ii): Not rated
Class XS, notional(ii): Not rated
Class R, not applicable: Not rated
(i)The ratings address the ultimate payment of interest and
principal. They do not address the payment of the cap carryover
amounts.
(ii)The notional amount will equal the aggregate stated principal
balance of the mortgage loans as of the first day of the related
due period.
WELLS FARGO 2017-SMP: Moody's Lowers Rating on Cl. D Certs to B3
----------------------------------------------------------------
Moody's Ratings has downgraded the ratings on five classes in Wells
Fargo Commercial Mortgage Trust 2017-SMP, Commercial Mortgage
Pass-Through Certificates, Series 2017-SMP as follows:
Cl. A, Downgraded to A2 (sf); previously on Feb 20, 2019 Affirmed
Aaa (sf)
Cl. B, Downgraded to Baa2 (sf); previously on Feb 20, 2019 Affirmed
Aa3 (sf)
Cl. C, Downgraded to Ba2 (sf); previously on Feb 20, 2019 Affirmed
A3 (sf)
Cl. D, Downgraded to B3 (sf); previously on Mar 4, 2021 Downgraded
to Ba1 (sf)
Cl. E, Downgraded to Caa3 (sf); previously on Mar 4, 2021
Downgraded to B2 (sf)
RATINGS RATIONALE
The ratings on five P&I classes were downgraded due to an increase
in Moody's LTV resulting from the sustained decline in loan
performance, the loan's delinquent status and the uncertainty
around the timing and extent of the property's net cash flow (NCF)
recovery. The loan was previously extended after failing to payoff
at its fully extended maturity date in December 2022 and the
modification included a substantial equity investment by the
borrower into a leasing reserve as well as an implementation of
cash management. However, the loan recently transferred back to
special servicing well ahead of the loan's extended maturity date
in December 2024 with the sponsor citing challenges in the broader
Santa Monica market. As of the June 2024 remittance statement, the
loan was last paid through its March 2024 payment date and there
were outstanding advances totaling approximately $5.24 million.
The property's performance has declined since securitization due to
lower occupancy and the property's year-end 2023 NCF was 41% lower
than in 2018. As a result of the decline in property performance
and the significant increase in the floating interest rate in
recent years, the property has not generated enough NCF to service
the interest only debt service amount. Property performance is
expected to improve from current levels after lease-related work is
completed utilizing the available cash collateral funds in the
leasing reserves, however, the performance is expected to remain
below levels at securitization. Furthermore, given deterioration of
the market fundamentals in Santa Monica, property performance
trends and the recent payment default, the loan may face higher
potential for losses.
In this credit rating action Moody's considered qualitative and
quantitative factors in relation to the senior-sequential structure
and quality of the asset, and Moody's analyzed multiple scenarios
to reflect various levels of stress in property values could impact
loan proceeds at each rating level.
Moody's regard e-commerce competition as a social risk under
Moody's ESG framework. The rise in e-commerce and changing consumer
behavior presents challenges to brick-and-mortar discretionary
retailers.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:
The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.
Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization or a
significant improvement in the loan's performance.
Factors that could lead to a downgrade of the ratings include a
further decline in actual or expected performance of the loan or
interest shortfalls.
METHODOLOGY UNDERLYING THE RATING ACTION
The principal methodology used in these ratings was "Large Loan and
Single Asset/Single Borrower Commercial Mortgage-Backed
Securitizations Methodology" published in July 2022.
DEAL PERFORMANCE
As of the June 2024 distribution date, the transaction's
certificate balance was $300 million, the same as at
securitization. The interest only floating rate loan is secured by
Santa Monica Place, a 523,139 square foot (SF) regional mall
located in the Santa Monica area of Los Angeles, California, one
block away from the Santa Monica beach and Santa Monica Pier. The
property was developed in 1980 as an enclosed regional mall, and
was renovated in 2007 to demolish much of the existing structure
and re-build it as an open-air center. The mall originally had
three anchors including Nordstrom, Bloomingdale's, and ArcLight
Cinemas. Bloomingdale's and ArcLight Cinemas closed their stores
and due to the decline in property performance, the loan was unable
to payoff at its original fully extended maturity date in December
2022.
The sponsor, Macerich, previously negotiated an additional
extension for one year through December 2023 with two one-year
extension options through December 2024 and December 2025. As part
of the modification and extension, the sponsor funded a cash
collateral reserve that now totals more than $37 million to
implement a redevelopment of an approximate 150,000 square foot
portion with an entertainment destination use, high-end fitness,
and other retail uses. The anticipated openings of the new tenants
was expected for 2024 through 2025, however, the loan recently
defaulted and transferred to special servicing in April 2024 and
the loan is now more than 60 days delinquent.
The combination of higher floating index rates and decline in
property performance has caused the property's most recent DSCR to
be well below 1.00X. The most recent appraisal from 2022
represented a 37% decline from the value at securitization but
remained higher than the total loan balance. The property's NCF for
2023 was $13.5 million compared to an underwritten NCF of $25.6
million at securitization. The total property was approximately 78%
leased based on the March 2024 rent roll, down from 81% as of
December 2022, 92% as of December 2019, and 89% at securitization.
For the trailing 12 month period ending March 2024, in-line sales
excluding food, jewelry, and the Tesla store have declined to $477
PSF as of March 2024 compared to $601 PSF at securitization.
Moody's NCF was $18.5 million and the first mortgage balance
represented a 142% Moody's LTV. Moody's cash flow accounted for the
potential rental revenue from the redeveloped space and the
borrower's cash collateral reserve that was funded as part of the
initial modification. Moody's stressed debt service ratio (DSCR) is
0.67x. As of the June 2024 remittance statement, the loan was last
paid through its March 2024 payment date and there are outstanding
advances totaling approximately $5.24 million.
WELLS FARGO 2024-1CHI: S&P Assigns B+(sf) Rating on Cl. HRR Certs
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Wells Fargo Commercial
Mortgage Trust 2024-1CHI's commercial mortgage pass-through
certificates series 2024-1CHI.
The certificate issuance is a CMBS securitization backed by a
three-year fixed rate, interest-only mortgage loan, maturing in
July 2027, with an outstanding balance of $415.0 million, secured
by the borrowers' fee simple interest in portions of a
two-building, mixed-use property comprising of 735 residential
units, 248,832 sq. ft. of retail and office space, and 757 parking
stalls located in Chicago.
S&P said, "The ratings reflect our view of the collateral's
historical and projected performance, the sponsor's and the
manager's experience, the trustee-provided liquidity, the loan
terms, and the transaction's structure.
"With the pricing of the certificates, the loan interest rate was
set at 6.00%, in line with our assumption when we assigned our
preliminary ratings. At a 6.00% interest rate on the loan, the S&P
Global Ratings' debt service coverage ratio is 1.04x."
Ratings Assigned
Wells Fargo Commercial Mortgage Trust 2024-1CHI
Class A, $230.80 million: AAA (sf)
Class B, $53.80 million: AA- (sf)
Class C, $40.00 million: A- (sf)
Class D, $40.90 million: BBB- (sf)
Class E, $28.75 million: BB (sf)
Class HRR(i), $20.75 million: B+ (sf)
(i)Horizontal risk retention certificates, which will be purchased
by a majority-owned affiliate of Rockwood Income and Credit
Partners II L.P., a third-party purchaser.
WELLS FARGO 2024-SVEN: S&P Assigns BB- (sf) Rating on HRR Certs
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to Wells Fargo Commercial
Mortgage Trust 2024-SVEN's commercial mortgage pass-through
certificates.
The certificate issuance is a CMBS securitization backed primarily
by the beneficial ownership interest in a five-year fixed rate,
interest-only mortgage loan with an outstanding principal balance
of $450,000,000 secured by the borrowers' fee simple interest in
Sven, a class A, LEED Platinum-certified, 71-story, mixed-use
apartment building totaling 622,743 square feet of net rentable
area comprised of 958 units and 8,945 square feet of retail space
located in Long Island City, N.Y.
S&P said, "The ratings reflect our view of the collateral's
historical and projected performance, the sponsor's and the
manager's experience, the trustee-provided liquidity, the loan
terms, and the transaction's structure. We determined that the
mortgage loan has a beginning and ending loan-to-value (LTV) ratio
of 82.5%, based on S&P Global Ratings' value and the $450.0 million
commercial first mortgage loan balance.
"With the pricing of the certificates, the loan interest rate was
set at 6.3369%, lower than the assumed fixed rate of 6.50% when we
assigned our preliminary ratings. With the lower rate, our S&P
Global Ratings' debt service coverage ratio improved to 1.10x from
1.07x."
Ratings Assigned
Wells Fargo Commercial Mortgage Trust 2024-SVEN(i)
Class A, $245,419,000: AAA (sf)
Class X, $450,000,000(ii): BB- (sf)
Class B, $61,627,000: AA- (sf)
Class C, $45,812,000: A- (sf)
Class D, $46,902,000: BBB- (sf)
Class E, $27,740,000: BB (sf)
Class HRR(iii), $22,500,000: BB- (sf)
(i) The issuer will issue the certificates to qualified
institutional buyers in line with Rule 144A of the Securities Act
of 1933, to institutional accredited investors under Regulation D
and to non-U.S. persons under Regulation S.
(ii)Notional amount. The notional amount of the X certificates will
be equal to the aggregate balances of all the certificates.
(iii)Horizontal risk retention certificates.
WHITEBOX CLO I: S&P Assigns BB- (sf) Rating on Class E-RR Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-RR,
A-2-RR, B-RR, C-RR, D-1-RR, and D-2-RR replacement debt and the new
class X-RR and E-RR debt from Whitebox CLO I Ltd./Whitebox CLO I
LLC, a CLO managed by Whitebox Capital Management LLC that was
originally issued in August 2019 and underwent a refinancing in
August 2021.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The replacement class A-1-RR, A-2-RR, B-RR, C-RR, D-1-RR, and
D-2-RR debt and the new class X-RR and E-RR debt was issued at a
floating spread.
-- The class D-1-RR and D-2-RR debt replaced the previous class
D-R debt.
-- The reinvestment period and stated maturity were extended by
three and four years, respectively.
-- A new non-call period was established, which expires on, but
excludes, the payment date in July 2025.
-- The new class X-RR debt issued in connection with this
refinancing will be paid down beginning with the payment date in
October 2024.
Replacement And August 2021 Debt Issuances
Replacement debt
-- Class X-RR, $2.75 million: Three-month CME term SOFR + 1.05%
-- Class A-1-RR, $249.50 million: Three-month CME term SOFR +
1.32%
-- Class A-2-RR, $11.90 million: Three-month CME term SOFR +
1.59%
-- Class B-RR, $39.60 million: Three-month CME term SOFR + 1.75%
-- Class C-RR (deferrable), $23.76 million: Three-month CME term
SOFR + 2.00%
-- Class D-1-RR (deferrable), $23.76 million: Three-month CME term
SOFR + 3.10%
-- Class D-2-RR (deferrable), $3.96 million: Three-month CME term
SOFR + 4.25%
-- Class E-RR (deferrable), $11.88 million: Three-month CME term
SOFR + 5.75%
August 2021 debt
-- Class AN-A-R, $242.00 million: Three-month CME term SOFR +
1.13% + CSA(i)
-- Class AN-B-R, $62.00 million: Three-month CME term SOFR + 1.70%
+ CSA(i)
-- Class B-R, $22.00 million: Three-month CME term SOFR + 2.05% +
CSA(i)
-- Class C-R, $24.00 million: Three-month CME term SOFR + 3.05% +
CSA(i)
-- Class D-R, $16.00 million: Three-month CME term SOFR + 6.40% +
CSA(i)
(i)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Whitebox CLO I Ltd./Whitebox CLO I LLC
Class X-RR, $2.75 million: AAA (sf)
Class A-1-RR, $249.50 million: AAA (sf)
Class A-2-RR, $11.90 million: AAA (sf)
Class B-RR, $39.60 million: AA (sf)
Class C-RR (deferrable), $23.76 million: A (sf)
Class D-1-RR (deferrable), $23.76 million: BBB- (sf)
Class D-2-RR (deferrable), $3.96 million: BBB- (sf)
Class E-RR (deferrable), $11.88 million: BB- (sf)
Ratings Withdrawn
Whitebox CLO I Ltd./Whitebox CLO I LLC
Class AN-A-R to not rated from 'AAA (sf)'
Class AN-B-R to not rated from 'AA (sf)'
Class B-R to not rated from 'A (sf)'
Class C-R to not rated from 'BBB- (sf)'
Class D-R to not rated from 'BB- (sf)'
Other Debt
Whitebox CLO I Ltd./Whitebox CLO I LLC
Subordinated notes, $35.45 million: Not rated
WIND RIVER 2022-2: Fitch Hikes Rating on Class E Notes to 'BBsf'
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions following the
partial note refinancing of Wind River 2022-2 CLO Ltd.
Entity/Debt Rating Prior
----------- ------ -----
Wind River 2022-2
CLO Ltd.
A-1 97315DAA5 LT PIFsf Paid In Full AAAsf
A-1-R LT AAAsf New Rating
A-2A 97315DAC1 LT PIFsf Paid In Full AAAsf
A-2A-R LT AAAsf New Rating
A-2B 97315DAE7 LT AAAsf Affirmed AAAsf
B-1 97315DAG2 LT PIFsf Paid In Full AAsf
B-1-R LT AA+sf New Rating
B-2 97315DAJ6 LT AA+sf Upgrade AAsf
C 97315DAL1 LT PIFsf Paid In Full Asf
C-R LT A+sf New Rating
D 97315DAN7 LT BBB+sf Upgrade BBB-sf
E 97315MAA5 LT BBsf Upgrade BB-sf
TRANSACTION SUMMARY
Wind River 2022-2 CLO Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by First
Eagle Alternative Credit, LLC., which originally closed on June 24,
2022. The CLO's secured debt will be partially refinanced on June
24, 2024 from the proceeds of the issuance of new secured debt. Net
proceeds from the issuance of the secured and subordinated notes
will provide financing on a portfolio of approximately $389 million
of primarily first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B/B-', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 25.29, versus a maximum covenant, in
accordance with the initial expected matrix point of 26. Issuers
rated in the 'B' rating category denote a highly speculative credit
quality; however, the notes benefit from appropriate credit
enhancement and standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
99.2% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 77.27% versus a
minimum covenant, in accordance with the initial expected matrix
point of 75.44%.
Portfolio Composition (Neutral): The largest three industries may
comprise up to 47% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 3.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio and matrices
analysis is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
KEY PROVISION CHANGES
- The spread for the class A-1-R, A-2A-R, B-1-R and C-R notes are
1.34%, 1.60%, 1.85% and 2.35% respectively compared to the spread
of 1.64%, 2.00%, 2.90% and 3.40% for the class A-1, A-2A, B-1 and C
notes respectively at closing.
- The non-call period for the refinancing notes will end in June
2025.
- The reinvestment period and stated maturity on refinanced notes
remained the same as compared to the original notes.
FITCH ANALYSIS
The current portfolio presented to Fitch dated May 24, 2024
includes 274 assets from 245 primarily high yield obligors.
The portfolio balance, including the amount of principal cash, was
approximately $395.4 million. As per the latest trustee report, the
transaction passes all of its coverage tests. The weighted average
rating of the current portfolio is 'B'/'B-'. Fitch has an explicit
rating, credit opinion or private rating for 46.7% of the current
portfolio par balance; ratings for 53.1% of the portfolio were
derived from using Fitch's IDR equivalency map. Analysis focused on
the Fitch stressed portfolio (FSP) and cash flow model analysis was
conducted for this refinancing.
The FSP included the following concentrations, reflecting the
maximum limitations per the indenture or Fitch's assumption for the
current Fitch Matrix point:
- Largest five obligors: 2.5% each, for an aggregate of 12.5%;
- Largest three industries: 20%, 15%, and 12%, respectively;
- Assumed risk horizon: 6.25 years;
- Minimum weighted average coupon of 7.50%;
- Minimum weighted average spread of 3.68%;
- Fixed rate Assets: 5.0%
The FSP assumes a 26 WARF and 75.44 WARR, in line with the current
matrix point as of the May 2024 trustee report.
The transaction will exit the reinvestment period on July 20,
2027.
Projected default and recovery statistics for the performing
collateral of the FSP were generated using Fitch's portfolio credit
model (PCM).
The PCM default rate outputs for the FSP at the 'AAAsf', 'AA+sf',
'A+sf', 'BBB+sf' and 'BBsf' rating stress were 53.3%, 51.9%, 46.0%,
39.3% and 31.4% respectively. The PCM recovery rate outputs for the
FSP at the 'AAAsf', 'AA+sf', 'A+sf', 'BBB+sf' and 'BBsf' rating
stress were 40.9%, 49.1%, 58.4%, 67.5% and 73.8% respectively. In
the analysis of the FSP, the class A-1-R, class A-2A-R, class A-2B,
class B-1-R, class B-2, class C-R, class D and class E notes all
passed the respective rating threshold in all nine cash flow
scenarios with minimum cushions of 12.3%, 8.5%, 8.5%, 2.7%, 2.7%,
4.8%, 3.3% and 4.1% respectively.
The PCM default rate outputs for the current portfolio at the
'AAAsf', 'AA+sf', 'A+sf', 'BBB+sf' and 'BBsf' rating stress were
44.8%, 43.9%, 38.9%, 32.6% and 25.9% respectively. The PCM recovery
rate outputs for the current portfolio at the 'AAAsf', 'AA+sf',
'A+sf', 'BBB+sf' and 'BBsf' rating stress were 41.7%, 51.0%, 60.9%,
70.6% and 76.1% respectively. In the analysis of the current
portfolio the class A-1-R, class A-2A-R, class A-2B, class B-1-R,
class B-2, class C-R, class D and class E notes all passed the
respective rating threshold in all nine cash flow scenarios with
minimum cushions of 19.7%, 15.9%, 15.9%, 10.5%, 10.5%, 12.2%, 8.6%
and 7.9% respectively.
In addition to testing the base case matrix point, Fitch tested all
permitted matrix points from the matrices provided to the manager
at the original closing. Fitch tested across the matrix to ensure
the projected cash flow performance of the Fitch-rated notes
remains consistent with the ratings assigned.
At the current matrix point, the class E notes pass the 'BB+sf'
rating threshold in the FSP analysis. However, when considering all
matrix points available to the manager, the model implied rating
for the class E notes is 'BBsf'.
Fitch assigned 'AAAsf' to the class A-1-R and A-2A-R notes, 'AA+sf'
to the class B-1-R notes, and 'A+sf' to the class C-R notes. Fitch
also affirmed the class A-2B notes at 'AAAsf', and upgraded the
class B-2 notes to 'AA+sf', the class D notes to 'BBB+sf' and the
class E notes to 'BBsf'. The Outlooks for all notes are Stable. The
rating actions are based on that the notes can sustain a robust
level of defaults combined with low recoveries, as well as other
factors, such as the degree of cushion when analyzing the
indicative portfolio and the strong performance in the sensitivity
scenarios.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'A+sf' and 'AAAsf' for class A-1-R, between 'Asf'
and 'AAAsf' for class A-2A-R and A-2B, between 'BBB-sf' and 'AAsf'
for class B-1-R and B-2, between 'BB-sf' and A+sf' for class C-R,
between less than 'B-sf' and 'BBB-sf' for class D, and between less
than 'B-sf' and 'BB-sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1-R, class
A-2AR and class A-2B notes as these notes are in the highest rating
category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-1-R and B-2, 'AA+sf' for class
C-R, 'A+sf' for class D, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Wind River 2022-2
CLO Ltd. In cases where Fitch does not provide ESG relevance scores
in connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
[*] Moody's Takes Action on $3.7MM of US RMBS Issued 2003-2004
--------------------------------------------------------------
Moody's Ratings has upgraded the ratings of three bonds and
downgraded the rating of one bond from two US residential
mortgage-backed transactions (RMBS), backed by Alt-A mortgages.
A comprehensive review of all credit ratings for the respective
transactions have been conducted during a rating committee.
The complete rating actions are as follows:
Issuer: American Home Mortgage Investment Trust 2004-3
Cl. VI-A1, Upgraded to A3 (sf); previously on Aug 7, 2023 Upgraded
to Baa1 (sf)
Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2003-4XS
Cl. A-5, Downgraded to B3 (sf); previously on Jan 13, 2020 Upgraded
to Baa2 (sf)
Cl. A-6A, Upgraded to Aa3 (sf); previously on Jan 13, 2020 Upgraded
to A2 (sf)
Underlying Rating: Upgraded to Aa3 (sf); previously on Jan 13, 2020
Upgraded to A2 (sf)
Financial Guarantor: MBIA Insurance Corporation (Affirmed at Caa1,
Outlook Negative on Dec 19, 2023.)
Cl. A-6B, Upgraded to Aa3 (sf); previously on Jan 13, 2020 Upgraded
to A2 (sf)
RATINGS RATIONALE
The rating actions reflect the recent performance as well as
Moody's updated loss expectations on the underlying pools.
The rating downgrade for Class A-5 from Deutsche Alt-A Securities,
Inc. Mortgage Loan Trust Series 2003-4XS is due to an unpaid credit
interest shortfall that remains outstanding for an extended period
of time and has grown steadily over the last year. While the bond
has been accumulating unpaid interest shortfalls since 2011, most
of these were deemed to be non-credit due to net WAC cap or
recouped. The most recent credit-related shortfalls occurred in
July 2020 and, up until March 2023, the outstanding credit interest
shortfall remained at a relatively low level as interest
collections were enough to repay some of the outstanding shortfalls
monthly. However, the level of unpaid interest shortfalls has
steadily increased since April 2023 and the outstanding amount of
unpaid credit interest shortfall is 0.90% of the bond's original
balance, as of the May 2024 distribution date. The credit-related
shortfalls are the result of a low number of loans remaining in the
pool (63 loans), the consistently high level of 60+ delinquencies
in the pipeline (24% as of May 2024), and a deal structure in which
interest on the bond can only be paid from available interest
collections, as principal cannot be used to pay interest. While the
deal has a strong reimbursement mechanism and interest shortfalls
incurred bear interest as they are carried forward, there is
uncertainty around whether there will ever be enough interest
collections generated to repay the outstanding credit interest
shortfalls.
Moody's upgraded the ratings on class A-6A and A-6B from Deutsche
Alt-A Securities, Inc. Mortgage Loan Trust Series 2003-4XS to
reflect the increased loss coverage levels since Moody's last
review of the bond and the short expected time until the bonds
principal is paid down to zero. Each of these bonds has amortized
significantly and their respective tranche factors are currently
less than 1%. Class A-6A benefits from a financial guaranty
insurance policy from MBIA (Municipal Bond Insurance Association)
and the rating reflects the underlying rating which is higher than
the rating of the guarantor. Moody's ratings on structured finance
securities that are guaranteed or "wrapped" by a financial
guarantor are generally maintained at a level equal to the higher
of the following: a) the rating of the guarantor; or b) the
published or unpublished underlying rating (as applicable). Both
the A-6A and A-6B bonds have experienced months where the interest
collections were not sufficient to pay the full amount of interest
due on the bonds. For the class A-6A, the bond insurer has covered
the missed interest payments to investors as per the financial
guaranty insurance policy. However, for class A-6B, some very small
interest losses remain outstanding and Moody's considered the
amount to be de minimis as part of Moody's analysis of the bond.
The upgrade for class VI-A1 from American Home Mortgage Investment
Trust 2004-3 reflects the steady growth in credit enhancement
available to cover expected losses.
The rating actions also reflect the further seasoning of the
collateral and increased clarity regarding the impact of borrower
relief programs on collateral performance. Over the past few years,
Moody's have worked closely with loan servicers to understand and
analyze their strategies regarding borrower relief programs and the
impact those programs may have on collateral performance and
transaction liquidity, through servicer advancing. Moody's recent
analysis has found that many of these borrower relief programs, in
addition to robust home price appreciation, have contributed to
collateral performance being stronger than Moody's past
expectations, thus supporting upgrades.
No actions were taken on the other rated classes in these deals
because their expected losses remain commensurate with their
current ratings, after taking into account the updated performance
information, structural features, credit enhancement and other
qualitative considerations. This includes interest risk from
current or potential missed interest that remain unreimbursed.
Principal Methodology
The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in July 2022.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds up. Losses could decline from
Moody's original expectations as a result of a lower number of
obligor defaults or appreciation in the value of the mortgaged
property securing an obligor's promise of payment. Transaction
performance also depends greatly on the US macro economy and
housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's expectations as a
result of a higher number of obligor defaults or deterioration in
the value of the mortgaged property securing an obligor's promise
of payment. Transaction performance also depends greatly on the US
macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
[*] S&P Stops D Ratings on 1,297 Classes From 444 US RMBS Deals
---------------------------------------------------------------
S&P Global Ratings discontinued its 'D (sf)' ratings on 1,297
classes from 444 U.S. RMBS transactions issued between 1998 and
2007. The rating actions reflect S&P's analysis of the
transactions' interest shortfalls or missed interest payments on
the affected classes.
A list of Affected Ratings can be viewed at:
https://rb.gy/j00wpc
S&P said, "In accordance with our surveillance and withdrawal shad
observed interest shortfalls or missed interest payments during
recent remittance periods. We had previously lowered our ratings on
these classes to 'D (sf)'because of principal losses, accumulated
interest shortfalls, missed interest payments, and/or
credit-related reductions in interest due to loan modifications. We
view a subsequent upgrade to a rating higher than 'D (sf)' to be
unlikely under the relevant criteria within this review."
*********
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