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Global Credit Research - 21 Jul 2010
R$63.4 million of certificates rated.
Sao Paulo, July 21, 2010 -- Moody's América Latina (Moody's) has assigned definitive ratings
of A2.br (Brazilian National Scale) and of Ba3 (Global Scale,
Local Currency) to the first issuance of the 39th Series of certificates
issued by RB Capital Securitizadora S.A. (RB Capital).
The certificates are backed by payments under a purchase and sale agreement
of the Top Center shopping mall and guaranteed by certain assets held
in trust (Alienação Fiduciária) for the benefit of
the certificate investors. The assets backing the certificates
are two Brazilian regional shopping mall properties: "Top Center",
located in the city of São Paulo, and "Shopping do Vale",
located in the City of Cachoeirinha do Sul. The certificates will
have 120 monthly scheduled principal and interest payments based on a
fully amortizing loan schedule.
The definitive ratings are based on the following factors:
- Full recourse to the properties with aggregate loan-to-value
(LTV) of 82% considering Moody´s stressed value for the two
- Full recourse to Net Operating Income (NOI) derived from the
on-going business activities of the properties, such as rental
payments, fees, merchandising income and other income derived
from use of the properties,
- Projected debt-service-coverage (DSCR) ratio that
is expected to remain stable at 1.2x based on a 10 year fully amortizing
- Granularity of the cash flows backing the 111 separate tenancy
- Co-obligation of the owner/operator/sponsor of the shopping
malls, General Shopping Brazil (GSB), Not Rated, to
maintain the minimum 1.2x DSCR as well as the co obligation under
the purchase and sale agreement,
- The structural and legal features of the transaction, including
reserve accounts, continuous cash sweeps of rental payments into
the segregated transaction account held by RB Capital, the isolation
of the assets and cash flows assigned to the issuer (Alienação
Fiduciária and Cessão Fiduciária) and that ultimately
guarantee the certificates.
The certificates will pay investors principal and interest monthly over
120 monthly installments starting the first month after the closing of
the transaction. There will be no grace period on the certificates.
The interest rate will be fixed at a spread of 2.3% p.a.
over the yield of the NTN-B (Nota do Tesouro Nacional -
Série B, or Brazilian Government Treasury Notes --
Series B) with maturity in 2015. The outstanding loan amount will
be indexed to the IPCA index (Índice Nacional de Preços
ao Consumidor Amplo, a Brazilian consumer price index).
COLLATERAL AND TRANSACTION STRUCTURE
The certificates are backed by a purchase and sale agreement in the value
of BRL 60 million with co-obligation to GSB and benefiting from
a wide collateral package including:
- Cash flows from rent payments arising from 111 separate tenancy
agreements (of which 67 agreements relate to Top Center and 44 to Shopping
do Vale). Moody´s stressed net cash flows for 2010 are BRL
8.3 million which are 16% under the base case cash flows
derived from projections and information received from GSB.
- Full recourse to the real estate collateral. In the event
of a failure of GSB to guarantee timely payment of principal on the certificates
or insure the minimum 1.2x DSCR is maintained, the administrator
of the transaction has the ability to enforce collateral. Moody´s
value for the two properties, using a discounted cash flow model
on the stressed net cash flows, is BRL 72.8 million,
or approximately 82% Loan-to-Value.
- Co-obligation of GSB under the purchase and sale agreement
and thereby ultimately guaranteeing the cash flows under the certificates
The receivables will be collected in two separate cash accounts opened
with a major financial institution contracted for this purpose ("Payment
Bank"). The Payment Bank will continuously transfer payments received
to a bank account in the name of RB Capital for the benefit of the certificate
A reserve account with a minimum balance of BRL 2.3 million in
cash and liquid assets is established to cover any shortfalls in scheduled
principal and interest payments. Should the reserve account be
drawn, GSB is obliged to top up the reserve account within 10 calendar
The ratings of the 39th series certificates are based on: (i) available
cash flows derived from 111 separate tenancy agreements to service the
debt schedule; (ii) stressed LTV of 82% at the closing of
the transaction; (iii) economic incentive of GSB, the sponsor,
owner and operator of the two shopping malls, to service the properties
given the equity interest in the two transactions; (iv) the fact
that vacancy costs will be covered by GSB and (v) co-obligation
to GSB in case the minimum 1.2x DSCR is not met.
Further rating methodology used in rating this transaction was " CMBS:
Occupancy Cost Ratio is Key to Mall Credit Risk," (published December
2002) and "CMBS: Moody´s Approach to Rating Large Loan/Single
Borrower Transactions," (published July 2000 ) and available on
www.moodys.com in the Rating Methodologies sub-directory
under the Research and Ratings tab. Other methodologies and factors
that may have been considered in the process of rating this transaction
can also be found in the Rating Methodologies sub-directory on
STRUCTURAL AND LEGAL PROTECTIONS
The legal and structural protections from which the certificates benefit
include: (i) assignment of the CCI (Cédulas de Crédito
Imobiliário), which is backed by the tenancy payments from
the underlying properties to RB Capital for the benefit of certificate
holders; (ii) GSB's acknowledgement of the fund's issuance of the
CCI and its assignment to RB Capital, as well as GSB acknowledgement
for the Payment Bank to continuously transfer rental proceeds from the
properties to RB Capital, and (iii) the isolation of the assets
and cash flows assigned to the issuer that back the payment of the certificates
from claims from creditors of the securitization company or creditors
of GSB in the event of default of either.
Further details of Moody's analysis of this transaction can be found in
the presale report, to be published and available at Moody's web
Certificates -- RB Capital Securitizadora S.A.—39th
Series -- A2.br (National Scale Rating) & Ba3
(Global Scale, Local Currency).
Asst Vice President - Analyst
Structured Finance Group
Moody's America Latina Ltda.
Senior Vice President
Structured Finance Group
Moody's Investors Service
Moody's assigns definitive ratings of Ba3/A2.br to the 39th Series of certificates issued by RB Capital Securitizadora S.A., a Brazilian shopping mall securitization
No Related Data.
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