Moody's places Vesta on Review for Possible Downgrade
US$346 million of debt securities affected
Hong Kong, January 09, 2009 -- Moody's Investors Service announced today that it has put on review for
possible downgrade the Aaa rating of Vesta Investment Corporation Limited
(Vesta or Issuer). The transaction is originated 50/50 by CapitaLand
Residential Limited, the residential arm of CapitaLand Limited,
and Lippo China Resources Limited. The transaction is a cross-border
securitization backed by residential unit purchase receivables of two
yet to be completed residential projects in Singapore, namely Scotts
HighPark and The Metropolitan Condominium. As of transaction closing,
100% of the units were sold under a Deferred Payment Scheme (DPS).
For further details of this transaction, please see Moody's
New Issue Report published on the 25th of July 2007.
The complete rating action is as follows:
Issuer: Vesta Investment Corporation Limited
Current Rating: Aaa, under review for possible downgrade
Prior Rating: Aaa
Prior Rating Action Date: 7/25/2007, the closing date of the
The rating action was prompted by Moody's expectation that unit
buyers' default risk has increased significantly since closing caused
by the property market downturn and tightened mortgage lending resulting
in reduced available financing. In addition, potential loss
severity upon buyers' default has also increased due to continuing
property market value declines of residential properties in Singapore
and reduced liquidity with respect to residential investments.
Under a DPS, unit buyers are required to make a down payment (often
around 20% of purchase price) within eight weeks of the purchase;
the remaining payment is due upon issuance of a Temporary Occupation Permit
(TOP) and thereafter. By the time the unit is close to completion,
the unit buyer usually secures bank mortgage financing to pay for the
The two main risks of this type of transaction are 1) failure of the developer
and contractors to complete the construction as scheduled during the construction
stage; and 2) the default risk of the residential unit buyers upon
construction completion and potential losses upon default caused by falling
1) Construction Related Risks
In relation to the construction risks, construction progress of
Scotts HighPark and The Metropolitan Condominium is in line with the construction
milestones as per the updated report from the Independent Technical Consultant.
The sponsors expect to achieve the targeted TOP dates in March 2009 for
Scotts HighPark and July 2009 for The Metropolitan Condominium.
As the construction is approaching completion, construction risks
are sufficiently covered by the built-in transaction enhancements.
These include legal and regulatory requirements on the residential property
development projects, fixed-price construction contract,
pre-funded construction reserve, experience of sponsors,
underlying performance bond at contractor level, construction cost
overruns undertaking provided by sponsors, and the contingent construction
notes to be subscribed by Natixis (Aa3/P-1/D+).
2) Post Construction Buyers' Default Risks
In Moody's opinion, the transaction has become more exposed
to potential buyers' defaults, in particular at the time of
TOP. As per the Urban Redevelopment Authority of Singapore,
the price index of Singapore residential properties has declined by 2.4%
as of 2008Q3, after 17 consecutive quarters of growth since 2004Q2.
Moody's believes that Singapore property prices will be subject
to further downward pressure in 2009.
Given the softening of the property market coupled with the overall state
of the Singapore economy, many banks have tightened their lending
criteria to minimize exposure to the property market.
The changing dynamics of both the Singapore residential market and bank
lending practices make it difficult for buyers to obtain financing.
Based on existing assumptions, the amount of credit enhancement
embedded in the transaction may not be consistent with the current Aaa
The rating review process will focus on estimating the increased buyers'
default risk and potential increased expected loss. The following
main default and loss drivers will be analyzed:
1) Change in residential property market, future market value decline,
and market liquidity to estimate the mark-to-market value
of the units at the time of TOP which will affect the potential buyer
risk and the loss severity upon buyers' default.
2) Unit-by-unit data on unit size, purchase price,
sale type, and transaction date to evaluate the capital appreciation
of the sold unit since it was sold by the developer.
3) Updated buyers' profile to assign different buyer default risk
according to the buyers' profile.
4) Updated buyer concentration profile to assess the impact of a single
buyer default on the transaction.
5) Number of units that have already secured mortgage loans to analyze
whether the number of buyers are required to apply and obtain a mortgage
loan under the current tightening mortgage lending market.
6) Availability of mortgage loans to the to-be-financed
units to evaluate the likelihood of obtaining a mortgage from the lending
7) The strategies and actions of the sponsors on the defaulted units to
analyze the implication on the buyers' default rate, the liquidation
timing and the potential loss severity of the defaulted units.
For Singapore deferred payment residential project transactions,
Moody's evaluates the credit risks of the underlying assets and
the transaction structure. The analysis of the underlying assets
is further divided into two stages:
1) Construction Stage -- Construction Costs Overruns and Delay will
be affected by:
a) Developer's and contractor's default
On-time completion of the construction will be linked to performance
risks of the developer and main contractor. Failure of the developer
and/or contractor may lead to higher construction costs and delay in construction
completion. Unless the deal has sufficient structural protection,
the rating may be linked to those of the developer and contractor.
The credit quality and track record of the developer and main contractor
play an important role during construction stage.
In terms of developer support, we consider its explicit commitment,
track record (such as construction cost control), financial strength,
market share, market position, and its ability to engage other
b) Legal and regulatory framework
Construction work is typically subject to a variety of government approval
and scrutiny processes. Comprehensive supervision by the regulators
-- including pre-approval of construction,
on-going reporting and monitoring of the construction progress,
and control of the fund flow mechanism -- can help alleviate
uncertainty and reduce the likelihood of fraud.
According to Singaporean law, submission of plans for approval must
be made to the Singapore Building and Construction Authority (BCA),
while all building works must be constructed in accordance with drawings
approved by the Commissioner of Building Control of BCA.
Building plans are required to be submitted by a Qualified Person and
verified by an Accredited Checker. During the construction stage,
the duties and responsibilities defined under the various regulations
-- which require certificates and endorsement by different
professionals to confirm that the work has been properly carried out.
The authorities' stringent submission procedure for building approval
and work helps ensure construction compliance and mitigates potential
In addition, the Housing Developers (Control and Licensing) Act,
the Housing Developers Rules and the Housing Developers (Project Account)
Rules have control over the project account of the specified project from
where funds will be withdrawn and deposited.
c) Construction Progress
Construction can be broadly divided into piling, substructure and
superstructure. The piling work is the riskiest stage but once
completed construction risk is significantly reduced. To evaluate
the impact of the construction stage on cost overruns and construction
delay, different risks and volatility factors are assigned to each
project according to its construction stage.
d) Project complexity
Higher complexity implies higher volatility with regard to cost overruns
and delays. Residential projects in Singapore typically involve
construction of high rise buildings (20 stories+) with underground
parking space. In addition, residential units are pre-sold
according to the pre-defined specifications which may be adopted
from similar condominium designs, thereby reducing complexity and
e) Fluctuation in the Mark-to-Market Construction Costs
Project construction is usually conducted under a fixed-price contract.
However, without the full support of the developer at the time of
contractor default, the costs for engaging a replacement developer
and/or contractor will be based on the construction progress and the then
current construction material costs.
The cost overrun assumption should also take into account the cumulated
increase in construction costs since the fixed-price contract date.
2) Post Construction Stage
a) Buyers' default
Principal repayments to the investors depend primarily on the payments
made by the existing buyers of the residential units. The transaction
is exposed to the default risk of the unit buyers; in particular,
buyers are not required to obtain pre-arranged financing under
the Sales and Purchase Agreement.
Buyers who bought homes at the peak of the boom could see the value of
their properties fall sharply by the time they have to apply for a mortgage
for the remaining unit price they owe the developer. In a property
market downturn, it may not be possible for the buyers to obtain
a mortgage if banks balk at lending out more than the property is worth.
Thus the likelihood of buyer default may increase.
Buyer default risk will also be affected by the willingness and ability
of the buyer to fulfil their obligations under the Sale and Purchase Agreement.
This will be influenced by the buyer profile, including the buyer's
legal status (residents, non-residents and corporate),
the intention of purchase (owner occupied versus investment), the
legal right to recourse against the defaulted buyer, and the financial
standing of the buyer.
b) Market Value Decline
Investors are exposed to potential price declines for any unsold unit
as well as any reclaimed unit should a buyer default. As such,
in the event of a residential market downturn in Singapore, any
price decline will lower the value of the unit and thus diminish the receivable
value of the transaction. In addition, an additional price
cut may also be required in order to liquidate the defaulted unit during
a down cycle.
In terms of the transaction structural analysis, Moody's has
applied the same approach to rating other structured finance transactions.
For the subject transaction, Moody's has reviewed the various
transaction structural features, including the receivables assignment,
bankruptcy remoteness of note issuer, security package offered to
the investors, different pre-funded reserves and issuance
of contingent notes to cover construction costs, potential cost
overruns and delay, on-going payments of senior fees/expenses,
note interest payments, and the incorporation of a cross-currency
swap to cover the currency and interest mismatch between the SGD-denominated
receivables and USD-denominated notes.
A more detailed explanation of the rating analysis is included in the
New Issue Report which is available at www.moodys.com.
Moody's Investors Service is a publisher of rating opinions and research.
It is not involved in the offering or sale of any securities, nor
is it acting on behalf of the offering party. This release is not
a solicitation or a recommendation to buy, hold or sell securities.
VP - Senior Credit Officer
Structured Finance Group
Moody's Asia Pacific Ltd.
JOURNALISTS: (852) 2916-1150
SUBSCRIBERS: (852) 3551-3077
Structured Finance Group
Moody's Asia Pacific Ltd.
JOURNALISTS: (852) 2916-1150
SUBSCRIBERS: (852) 3551-3077