Moody's also affirms EUR 100.6m SME CLO notes of Force Two Limited Partnership
London, 29 November 2013 -- Moody's Investors Service announced today that it has taken rating actions
on the following notes issued by Force Two Limited Partnership:
....EUR11.9M Class D Notes, Downgraded
to C (sf); previously on Nov 15, 2011 Downgraded to Caa3 (sf)
....EUR9.7M Class E Notes, Downgraded
to C (sf); previously on Nov 15, 2011 Downgraded to Caa3 (sf)
....EUR150.2M (current balance EUR
75.3M) Class A Notes, Affirmed Baa2 (sf); previously
on Nov 15, 2011 Downgraded to Baa2 (sf)
....EUR12.3M Class B Notes, Affirmed
B2 (sf); previously on Nov 15, 2011 Downgraded to B2 (sf)
....EUR13M Class C Notes, Affirmed Caa1
(sf); previously on Nov 15, 2011 Downgraded to Caa1 (sf)
Force Two Limited Partnership, issued in May 2007, is a German
SME cash-flow collateralized debt obligation backed by a static
portfolio of German profit participations ('Genussrechte')
scheduled to mature in January 2014.
RATINGS RATIONALE
Today's rating actions are driven by continued credit deterioration and
low recoveries observed in the underlying pool. The deterioration
is reflected in an increase in the number of defaults and its impact on
the overcollateralization levels of the rated classes.
As at October 2013, defaults and insolvencies in the transaction
total EUR 51.5 million, including five defaults of EUR 29.5
million on which partial paybacks of EUR 9.0 million have been
received. Four obligors experienced insolvencies in a total amount
of EUR 22.0 million, of which the most recent was one for
EUR 11.0 million in October 2013. Five borrowers have pre-paid
their aggregate borrowings of EUR 22.5 million in full, while
another 5 borrowers have repaid their aggregate borrowings of EUR 22.5
million on the due date of the underlying profit participation agreements.
The current performing portion of the portfolio consists of 29 obligations
amounting to EUR 118.0 million. Of these, 5 obligors
with a balance of EUR 19.0 million are reported in special care
management category by EquiNotes Management GmbH ('EquiNotes'),
the collateral manager, and 5 obligors with a balance of EUR 16.5
million are reported in early warning category. One obligor with
a balance of EUR 10 million reported in the special attention category
is assessed by the portfolio manager to have sufficient liquidity and
credit lines to repay its profit participation on scheduled maturity.
Moody's reading of the commentary provided by the portfolio manager
on special care management category leads it to conclude that these 5
obligors are almost certain to default. These obligors are loss
making, have low liquidity and poor cash flows. Moody's
considers the 5 obligors in the early warning category with a EUR 16.5
million balance to be risky.
In the process of determining today's rating actions, Moody's
considered a number of scenarios. Assuming the full performing
pool of EUR 118.0 million to be non-impaired, the
overcollateralization ratios for Classes A, B, C,,
D and E are 156.7%, 134.7%, 117.3%,
104.9%, and 96.6% respectively.
If the 5 obligors considered almost certain to default are excluded from
the performing pool, the overcollateralization ratios for Classes
A, B, C , D and E reduce to 131.4%,
113.0%, 98.4%, 88.0%,
and 81.0% respectively. In the former case,
Classes A, B, C and D will be fully repaid, while Class
E would experience a 44% loss. In the latter case,
Classes A and B would be fully repaid, Class C would experience
a 12% loss, and Classes D and E would experience 100%
losses. Any additional defaults will worsen these losses,
and may even imperil full repayment of Class B notes. For example,
in the event that the 5 risky obligors with a balance of EUR 16.5
million and I obligor in the special attention all defaulted with 50%
mean recoveries, Class B would suffer a 15% loss, while
Classes C, D and E would suffer 100% losses.
In line with the above, Moody's considers that the current
ratings of Classes A and B are well-supported by their over-collateralization
metrics as above. The current rating of Class C is consistent with
a 0%-10% range of estimated loss which Moody's
considers to be a likely scenario. Classes D and E are highly unlikely
to receive any principal payments at all, and have accordingly been
downgraded.
In its analysis, Moody's assumes a 10%-15%
recovery rate for defaulting obligations given the record of realized
recoveries in the transaction. Overall recovery rate (including
partial paybacks) on defaults and insolvencies since closing stands at
17.6%.
In reaching its ratings decisions, Moody's has incorporated the
qualitative and quantitative information on individual obligors' performance
provided by 'EquiNotes' as collateral manager in the latest
investor report.
Moody's views the concentration risk in this transaction as very material
in the light of elevated refinancing difficulties likely to be faced by
an increasing number of the weaker obligors over the period to scheduled
maturity.
Moody's notes that this transaction is subject to a high level of macroeconomic
uncertainty, as evidenced by uncertainties of credit conditions
in the general economy and the large concentration of speculative-grade
debt maturing in 2014, which may create challenges for obligors
to refinance.
Specific sources of additional performance uncertainties for Force Two
Limited Partnership include:
1) Low portfolio granularity: The performance of the portfolio depends
to a large extent on the credit conditions of a few large obligors that
are rated non investment grade, especially when they experience
jump to default. The realization of higher than anticipated default
rate due to the weakness of large obligors would negatively impact the
ratings.
2) There is the potential for elevated refinancing difficulty particularly
among obligors with weaker credit quality. The emergence of increased
refinancing difficulty at the time of maturity would negatively impact
the notes.
The principal methodology used in this rating was "Moody's Approach to
Rating EMEA SME Balance Sheet Securitisations" published in May 2013.
Please see the Credit Policy page on www.moodys.com for
a copy of this methodology.
No cash flow analysis, sensitivity or stress scenarios have been
conducted as these rating actions are based on the observed credit deterioration
of the transaction portfolio and qualitative considerations.
In addition to the quantitative factors, qualitative factors are
part of the rating committee considerations. These qualitative
factors include the structural protections in each transaction,
the recent deal performance in the current market environment, the
legal environment, specific documentation features, 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, may influence the final rating decision.
REGULATORY DISCLOSURES
Moody's did not receive or take into account a third-party
assessment on the due diligence performed regarding the underlying assets
or financial instruments related to the monitoring of this transaction
in the past six months.
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Raja Jawanteswara Iyer
Vice President - Senior Analyst
Structured Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Neelam S Desai
Senior Vice President/Manager
Structured Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Moody's downgrades EUR 21.6m SME CLO notes of Force Two Limited Partnership