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Rating Action:

Moody's assigns Aa3/P-1/C ratings to 'New' ABN AMRO Bank N.V.

05 Feb 2010

London, 05 February 2010 -- Moody's Investors Service has today assigned long-term senior unsecured debt and deposit ratings of Aa3 and a short-term rating of Prime-1 to 'new' ABN AMRO Bank N.V. At the same time Moody's also assigned a bank financial strength rating (BFSR) of C (mapping to a Baseline Credit Assessment, BCA, of A3). The ratings of subordinated and hybrid instruments are discussed below. The long-term ratings and BFSR carry a negative outlook. 'New' ABN AMRO Bank N.V. is the new legal entity which is expected to shortly assume the Dutch State-acquired businesses of ABN AMRO Bank N.V. through a legal demerger... We will refer to this entity as ABN AMRO Bank N.V., its new legal name following the completion of the demerger and other transfers.

The ratings were assigned in anticipation of the legal demerger and other transfers whereby the bank's commercial and retail banking businesses in the Netherlands, global private client business and International Diamond and Jewelry Group will be transferred to the newly formed bank, ABN AMRO Bank N.V.. 'Old' ABN AMRO Bank N.V. (to be renamed Royal Bank of Scotland N.V. on completion of legal demerger) will retain its large corporate and wholesale banking business, its global transactions business and a portion of its international banking network. For a short period of time following the demerger both banks will remain subsidiaries of ABN AMRO Holding N.V., of which the shares are held by RFS Holdings B.V., but it is expected that before mid-year ABN AMRO Bank N.V. will be spun-off in a legal separation and become indirectly wholly-owned by the Dutch government, which is already incorporated in the ratings.

The legal demerger represents one of the final steps in the break-up of ABN AMRO group following the bank's acquisition in 2007 by a consortium of banks (Royal Bank of Scotland Group plc, Banco Santander SA and Fortis SA), through a special purpose vehicle, RFS Holdings B.V. In December 2008, the Dutch government became the direct owner of Fortis's stake in ABN AMRO group following the state bailout of Fortis Bank (Nederland). Although the Dutch government plans to eventually merge ABN AMRO Bank N.V. and Fortis Bank (Nederland), ABN AMRO Bank N.V. is expected to remain separate for the time being. Full integration is likely to take several years to complete.

The BFSR of C reflects Moody's expectations regarding the low risk profile of ABN AMRO Bank N.V.'s lending portfolio, the resilience of the bank's market shares that it has demonstrated so far, and the high level of its anticipated pro forma capital base, in large part due to existing and potential capital injections from the Dutch state. Importantly Moody's understands that the Dutch Finance Minister has received permission from the Dutch parliament to make available EUR2.29bn of new capital for the Dutch State-acquired businesses of ABN AMRO group as part of the total capitalisation for ABN AMRO Bank N.V. and Fortis Bank (Nederland) N.V. combined, as requested in his letter to parliament of 19 November 2009. As a condition for legal separation, the Dutch Central bank (DNB) requires a Tier 1 ratio of at least 9% under Basel I. It is Moody's expectation for this rating level that the capital levels will be maintained at or above this level.

These strengths are likely to be counterbalanced by the bank's high cost base and weak earnings generation capacity, as well as the additional risks and costs expected to stem from the lengthy integration process with Fortis Bank (Nederland). These issues are further compounded by the fact that the new bank's geographic diversification will be much more limited following legal demerger than was the case at the legacy bank.

ABN AMRO Bank N.V.'s businesses are focused primarily on commercial and retail lending. There is limited market risk and no "toxic" assets. ABN AMRO has a long history of managing the risks inherent to these businesses and this expertise is being carried over to the new bank. Furthermore, the bulk of its securities portfolio (held for liquidity purposes) is invested in low-risk OECD government bonds. Moody's also notes that, despite the ongoing disruptions suffered by ABN AMRO since 2007, the bank remains a dominant player in commercial and consumer lending in the Netherlands with market shares that have proven resilient.

However, in connection with the bank's planned integration with Fortis Bank (Nederland) N.V., the European Commission has mandated the divestment of parts of ABN AMRO Bank N.V.'s commercial banking business, which will negatively impact its position in this market. Moody's therefore believes that a key challenge for the bank will be to successfully maintain and grow its customer base in this segment without unduly increasing its risk profile.

ABN AMRO Bank N.V. will also be encumbered by additional costs from overhead functions, the separation initiatives and from preparations for the integration with Fortis Bank (Nederland) N.V.. To address this, the bank has put in place ongoing cost-reduction programmes, which Moody's expect should produce benefits over the medium term.

Moody's notes that the Aa3 and Prime-1 senior unsecured ratings incorporate the expectation of a very high probability of systemic support. The support assumption is primarily based on the bank's dominant position in the Dutch banking market. Moody's has not incorporated additional support to reflect the bank's state ownership because the Dutch government has indicated that it does not plan to remain the bank's owner in the long term.

The negative outlook on the ratings reflects the potential challenges to the bank's credit profile stemming from the complexities and costs of the pending separation and divestment as well as the planned integration with Fortis Bank (Nederland) N.V..

SUBORDINATED DEBT RATINGS OF A1 CONFIRMED

Moody's also confirmed the ratings of A1 on the rated senior subordinated debt that will be assumed by ABN AMRO Bank N.V. (see list below), one notch below the senior debt rating. For banks in the Netherlands Moody's continues to incorporate systemic support in its dated subordinated debt ratings to the same extent that it incorporates such support in senior debt ratings. This reflects the absence of a resolution framework in the Netherlands that would allow for the imposition of losses on dated subordinated creditors outside of a liquidation.

HYBRID DEBT RATINGS CONFIRMED AT Ba2

The rating agency also confirmed the Ba2 ratings on the two hybrid securities that will be assumed by ABN AMRO Bank N.V. -- GBP750 million perpetual subordinated upper tier 2 notes with cumulative deferral language (XS0244754254) and EUR1,000 million perpetual capital securities with cumulative deferral and ACSM settlement language (XS0246487457). The ratings on both securities were lowered to Ba2 from A1 and A2, respectively in September 2009, reflecting Moody's assumption that the securities faced a high probability of coupon deferral.

The principal methodologies used in assigning these ratings were Moody's "Bank Financial Strength Ratings: Global Methodology", published in February 2007, "Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology", published in March 2007, and "Moody's Guidelines for Rating Bank Hybrid Securities and Subordinated Debt", published in November 2009, which are available on www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.

Based in Amsterdam, the Dutch-state acquired businesses that will comprise the new ABN AMRO Bank N.V. had total assets amounting to EUR203 billion and reported a net profit of EUR45 million at end of September 2009.

The last rating on this entity was 25 January 2010 when Moody's assigned a provisional long-term senior unsecured debt rating of (P)Aa3 and a short-term rating of Prime-1.

Assignments:

Issuer: ABN AMRO II N.V.

Bank Financial Strength Rating, Assigned C

Issuer Rating, Assigned Aa3, Aa3

Senior Unsecured Regular Bond/Debenture, Assigned Aa3, P-1

Senior Unsecured Deposit Rating, Assigned P-1, Aa3

Rating on the following senior unsecured note was confirmed at Aa3:

EUR64.7 million 5.00% senior unsecured Dutch bank bonds due 2012 (NL0000065456)

Ratings on the following senior subordinated debt securities were confirmed at A1:

EUR500 million floating rate subordinated lower tier 2 due 2018 (XS0256778464)

EUR1000 million floating rate subordinated lower tier 2 due 2016 (XS0267063435)

EUR82 million floating rate subordinated debt due 2017 (XS0113243470)

EUR103.4 million floating rate subordinated lower tier 2 due 2020 (XS0114072423)

EUR65 million floating rate subordinated lower tier 2 due 2015 (XS0233907442)

USD100 million floating rate subordinated lower tier 2 due 2015 (XS0233906121)

USD1000 million floating rate subordinated lower tier 2 due 2017 (XS0282833184)

Ratings on the following hybrid securities were confirmed at Ba2:

GBP750 million 5.00% callable perpetual subordinated upper tier 2 (XS0244754254)

EUR1000 million 4.31% perpetual callable subordinated tier 1 (XS0246487457)

London
Robert Thomas
Senior Vice President
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

New York
David Fanger
Senior Vice President
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's assigns Aa3/P-1/C ratings to 'New' ABN AMRO Bank N.V.
No Related Data.
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