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Rating Action:

MOODY'S ASSIGNS RATING OF PRIME-1 TO COMMERCIAL PAPER OF CENTRESTAR CAPITAL NO.1, LLC

30 Sep 2005
MOODY'S ASSIGNS RATING OF PRIME-1 TO COMMERCIAL PAPER OF CENTRESTAR CAPITAL NO.1, LLC

Maximum Programme Amount of USD10.0 Billion

London, 30 September 2005 --

Moody's Investors Service has assigned a rating of Prime-1 to the asset-backed commercial paper ('ABCP') of CentreStar Capital No.1, LLC ('CentreStar'). CentreStar is a newly established partially supported ABCP programme sponsored by National Australia Bank Limited ('NAB') (Aa3/Prime-1/B). CentreStar will issue USCP at present, whilst the addition of ECP is planned for the future.

CENTRESTAR IS NAB'S FIRST EUROPE-BASED ABCP CONDUIT.

CentreStar is the first Europe-based ABCP conduit sponsored by NAB. NAB sponsors two other asset-backed commercial paper programmes: Titan Securitisation Limited/TSL (USA) Inc. ('Titan') (Prime-1) and Quasar Securitisation Limited (not rated by Moody's), which are based in Australia, though also with USCP issuance capability in the case of Titan. CentreStar has been sponsored by NAB as part of its strategy for facilitating its client business primarily originated within Europe. In addition, CentreStar will function as a credit arbitrage vehicle, with the credit arbitrage facilities to be established in the near future. CentreStar has appointed Deutsche Bank International Limited ('Deutsche International'), as programme manager. Deutsche International will carry out a number of management functions and has appointed NAB as its advisor, with certain day-to-day operational aspects being administered by NAB. Deutsche International retains legal responsibility for the management function. Moody's considers NAB's administrative capabilities and experience in conduit administration a positive feature for this programme. NAB's role will include providing advice on issuance of USCP, monitoring of transactions and ensuring timely draws of liquidity by CentreStar-related companies if required. NAB primarily acts as programme advisor, including advising the manager on the origination and structuring of new transactions.

DIVERSE ASSET TYPES WILL BE ELIGIBLE TO BE FINANCED

CentreStar will use the proceeds from the issue of USCP to advance (US dollar) funds to two Irish-based funding vehicles, CentreStar Assets Limited ('CentreStar Assets') and CentreStar Securities Limited ('CentreStar Securities'). CentreStar Assets and CentreStar Securities will use these funds to make advances to individual asset-owning or securities-owning companies which will in turn acquire or finance various types of financial assets. The assets, which may include trade and term receivables, mortgages, consumer finance receivables, highly rated ABS and other debt instruments can be broadly classified into two types:

1. Client transactions originated and structured by NAB, in respect of which receivables and other financial assets are sold to the asset-owning companies funded by CentreStar Assets ('multiseller transactions'); and

2. Highly rated securities purchased by the securities-owning companies and funded by CentreStar Securities pursuant to pre-agreed investment criteria (to be agreed with Moody's) ('credit arbitrage facilities').

RATING OPINION

The Prime-1 rating of CentreStar's ABCP is based on, among other factors, the following in respect of the multi-seller transactions:

- Moody's review of all transactions prior to acquisition of assets.

- Liquidity facilities to be arranged with Prime-1 rated institutions, funding on the basis of non-defaulted assets.

- Hedging arrangements to be arranged with Prime-1 rated counterparties, which mitigate interest rate and currency risk.

- Structural protections which ensure the bankruptcy remote nature of CentreStar, CentreStar Assets and the asset-owning companies which purchase or otherwise acquire interests in assets.

- Adequate expense coverage to be achieved through structuring of individual transactions and appropriate coverage of unforeseen expenses.

- The capabilities of NAB as programme sponsor and advisor in respect of programme administration.

Moody's will apply similar criteria to credit arbitrage facilities, with the exception that purchase of individual highly rated securities will not be reviewed by Moody's but will be subject to pre-agreed investment criteria.

CREDIT ENHANCEMENT

CentreStar does not have access to any programme-wide credit enhancement for multi-seller transactions. This means that, for each multi-seller transaction which is added to the programme, transaction-specific credit enhancement will be required to be sufficient without recourse to any programme-wide enhancement or allocation of any programme-wide enhancement by Moody's. Accordingly, Moody's expects CentreStar to take a conservative approach to structuring individual transactions. Transaction-specific credit enhancement may be in any appropriate form, such as a cash fund, over-collateralisation or a subordinated loan from a third party. It is expected that the seller will normally provide some or all of this credit enhancement so that it is in the first loss position.

In respect of the credit arbitrage facilities, Moody's expects not to require programme-wide credit enhancement other than in accordance with the terms of a pre-agreed matrix whereby enhancement is required according to the number of securities held and their respective ratings.

LIQUIDITY

CentreStar's liquidity will be provided to the individual asset-owning companies and securities-owning companies by Prime-1 rated institutions. In general, liquidity will fund for non-defaulted assets and will not be available if CentreStar, CentreStar Assets/CentreStar Securities or the relevant asset-owning/securities-owning company is insolvent. Liquidity drawings will be used by the asset-owning company/securities owning-company to repay advances made by CentreStar Assets/CentreStar Securities, then by CentreStar Assets/CentreStar Securities to repay advances made by CentreStar, and then by CentreStar to repay ABCP.

HEDGING

The CentreStar programme is required to have appropriate hedging agreements in place to protect investors from any interest rate or currency risk. Currency risk is intended to be managed via spot and forward exchange rate transactions entered into by CentreStar Assets/CentreStar Securities to obtain US dollars to meet their obligations to repay funding advances made by CentreStar, regardless of the currency of the underlying assets. It is a condition of issuance by CentreStar that adequate currency hedging is in place with Prime-1 rated counterparties. Interest rate hedging will be provided to the individual asset-owning companies or securities-owning companies on a transaction-specific basis.

ORIGINATION AND ADMINISTRATION

NAB's principal functions as programme sponsor are to originate and structure client transactions and to advise on the purchase of highly rated securities by CentreStar-related companies. As advisor to Deutsche International, NAB's principal responsibilities for programme administration are to advise on (i) issuance and repayment of ABCP (including performing issuance tests), (ii) monitoring the various assets of the programme, (iii) arrangement of hedging, and (iv) making of relevant payments in accordance with predetermined guidelines.

Moody's has recently met with NAB in London to discuss NAB's strategic plans relative to sponsoring and advising CentreStar and to review NAB's conduit administration systems and procedures. Moody's believes that NAB has the necessary capabilities to provide facilities for the administration of, and also to advise on, the management of the programme. Deutsche International Corporate Services (Delaware) LLC will be the corporate services provider for CentreStar and Deutsche International Corporate Services (Ireland) Limited will be the corporate services provider for CentreStar Assets.

A more detailed description of the CentreStar programme will be published in a forthcoming NEW ISSUE REPORT and updated at least yearly in Moody's MARKET REVIEWS. MONTHLY PERFORMANCE OVERVIEWS will be available on www.moodys.com.

Frankfurt
Marie-Jeanne Kerschkamp
Managing Director
Structured Finance Group
Moody's Deutschland GmbH
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
Jane Soldera
Asst Vice President - Analyst
Structured Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

No Related Data.
© 2022 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS (“ASSESSMENTS”), AND OTHER OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. AND/OR ITS AFFILIATES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES ITS PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

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