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Rating Action:

Moody's assigns definitive rating of Aaa.br to the 42nd Series of certificates issued by RB Capital Securitizadora S.A., a Brazilian built-to-suit lease securitization

 The document has been translated in other languages

11 Aug 2010

R$250 Million of certificates rated.

Sao Paulo, August 11, 2010 -- Moody's América Latina (Moody's) has assigned definitive ratings of Aaa.br (Brazilian National Scale) and of Baa3 (Global Scale, Local Currency) to the first issuance of the 42nd Series of certificates issued by RB Capital Securitizadora S.A. (RBC or the issuer, previously known as Rio Bravo Crédito Companhia de Securitização). The certificates are ultimately backed by Tranche C lease payments payable by Petróleo Brasileiro S.A. - Petrobras (Petrobras), under a 96-month "build-to-suit" lease agreement. Proceeds were used to provide R$250 million in finance for the completion of a dry dock infrastructure facility currently being used by Petrobras in the city of Rio Grande, in the state of Rio Grande do Sul.

The definitive ratings are based on the following factors:

- The structure of the transaction, that will closely match payments due under the "build-to-suit" lease agreement to payments due under the certificates;

-The ability and willingness of Petrobras, which has a rating of Aaa.br (Brazilian National Scale) and A3 (Global Scale, Local Currency), to make payments due under the lease agreement, including indemnification payments in the event the construction is delayed; and

- The structural and legal features of the transaction.

TRANSACTION STRUCTURE

The certificates will pay investors principal and interest annually, with a grace period of 36 months. No payments of principal or interest will be made during the grace period. Amortization payments will include principal and interest and will be made through a total of 6 annual installments. The first scheduled annual payment is due on December 10, 2012 and the last payment due on December 10, 2017. Interest rate will be fixed at 9.6% p.a. and the outstanding loan amount will be indexed to the Taxa Referencial (TR).

WTorre ERG Empreendimentos Navais e Portuários S.A ("Construction Company"), has assigned its rights to use part of the two lots to Fundo de Investimento Imobiliário RB Logística (FII, or the fund), a real estate investment fund established by Petrobras. The fund will be obligated to use the land to build the infrastructure according to Petrobras' specifications. Petrobras has entered into two lease agreements with the fund: (1) the Infrastructure Lease Agreement and the (2) FPSO Lease Agreement.

FII is owned 99% by Petrobras and 1% by Pentágono DTVM Ltda. as trustee. It is managed by Rio Bravo Investimentos S.A. DTVM (RBI), which is a financial institution authorized by the Central Bank of Brazil and the financial arm of the Rio Bravo Group. The purpose of the fund is to raise funds to develop and build real estate for future use by Petrobras.

The fund issued a Cédula de Crédito Imobiliário (CCI) and assigned it to RBC, the issuer, which in turn issued the rated certificates backed by the CCI. The CCI is backed by the fund's credit rights under the Tranche C of the FPSO Lease Agreement with Petrobras, as described below.

LEASE AGREEMENTS

Petrobras has entered into two lease agreements with FII to finance the dry dock infrastructure facility in Rio Grande: (1) the Infrastructure Lease Agreement and (2) the FPSO Lease Agreement.

- Infrastructure Lease Agreement (the first lease agreement):

On April 2nd, 2007, Petrobras and FII entered into the first lease agreement ("Contrato de Locação de Infraestrutura" or the "Infrastructure Lease Agreement"). The lease agreement was sub-divided into Tranche A, B and C. Tranche B and C back repayment of the Series 3 and Series 4 certificates, respectively, which are currently rated by Moody´s Aaa.br (Brazilian National Scale) and Baa3 (Global Scale, Local Currency).

- FPSO Lease Agreement (the second lease agreement)

The 42nd Series is securitizing the Tranche C of payments under the second lease agreement entered into between Petrobras and FII on August 25, 2008 ("Contrato de Locação de Infra-Estrutura FPSO" or the "FPSO lease agreement"). The FPSO lease agreement also provides for payments under Tranche A, which will cover the transaction expenses, and Tranche B, which has been recently securitized in August 25, 2008 and backs the 16th series of certificates issued by RBC. The 16th series was not rated by Moody´s.

DEAL PERFORMANCE

Series 3 and Series 4, which are structurally identical to the new 42nd series certificates and finance the same dry dock, have performed within expectations. The two series of certificates are currently amortizing and the first two scheduled amortization payments have been received by certificate holders. Outstanding loan balance as of December 16, 2009 was R$ 122.3 and R$ 121.8, for Series 3 and 4, respectively.

According to information received by Moody´s to date, construction of the dry dock is 98% complete. Revised final completion date is targeted for second semester 2010. As Moody´s notes in the rating methodology section below, Petrobras covers construction risk. Investors in the certificates are insulated from delays in construction.

RATING METHODOLOGY

The ratings of the 42nd series certificates are based on: (i) Petrobras' ability to make payments under the lease agreement; (ii) the fact that Petrobras will cover construction risk; (iii) the fact that Petrobras will also cover any damage to the buildings, environmental, expropriation and condemnation risks; (iv) the fact that taxes and trust expenses will be covered by Petrobras; (v) recourse to Petrobras in case of interest rate mismatches between certificates and underlying transaction schedule (vi) an analysis of the events of default under the lease agreement, in addition to (vii) the fact that Petrobras can choose to terminate the lease agreement (and as a result, call the certificates) at any time, paying a premium.

The underlying lease agreement has a fixed amortization schedule of 6 annual payments due on December 7 of each year, starting in 2012 and ending in 2017. Annual lease agreement payments vary between R$ 72 million to R$ 85 million, plus an extraordinary 7th payment in June 2018. While the payments under the certificates will be linked to a floating rate (the TR rate), payments under the lease agreement are fixed rate. To mitigate this payment mismatch, the transaction has a lease payment advance mechanism, whereby lease payment advances are deducted from the 7th payment to cover for shortfalls that may arise due to payment mismatches. Accordingly, Petrobras must advance lease payments in the case there is any shortfall between the lease amount and the certificates amortization amount. Even if amounts under the 7th lease payment are not sufficient to cover this risk, Petrobras is obligated to pay an amount equal to the amount due under the certificates.

STRUCTURAL AND LEGAL PROTECTIONS

The legal and structural protections from which the certificates benefit include: (i) assignment of the CCI, which is backed by the receivables (lease payments payable by Petrobras related to the Tranche C of the "built-to-suit" FPSO lease agreement) to RBC for the benefit of certificate holders; (ii) Petrobras' acknowledgement of the fund's issuance of the CCI and its assignment to RBC, as well as Petrobras' agreement to pay into the deal account, and (iii) the isolation of the assets assigned to the issuer that back the payment of the debt from claims from creditors of the securitization company or creditors of the fund.

RATING SUMMARY

Certificates -- RB Capital Securitizadora S.A.-- 42nd Series -- Aaa.br (National Scale Rating) & Baa3 (Global Scale, Local Currency), previously on December 21,2009, (P)Aaa.br (National Scale) and (P)Baa3 (Global Scale, Local Currency) ratings were assigned.

Sao Paulo
Johann Grieneisen
Asst Vice President - Analyst
Structured Finance Group
Moody's America Latina Ltda.
55-11-3043-7300

New York
Maria Muller
Senior Vice President
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
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Moody's assigns definitive rating of Aaa.br to the 42nd Series of certificates issued by RB Capital Securitizadora S.A., a Brazilian built-to-suit lease securitization
No Related Data.
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