Affirms Baa1 IFS rating of Arch Mortgage Insurance Company
New York, August 17, 2016 -- Moody's Investors Service, ("Moody's") has
placed the A3 senior unsecured debt rating of Arch Capital Group Ltd.
(Arch) and the A1 insurance financial strength (IFS) ratings of Arch's
insurance and reinsurance operating subsidiaries on review for downgrade
following the announcement on 15 August that Arch has agreed to acquired
United Guaranty Insurance Co. (UGC, Baa1 on review for downgrade)
from AIG for $3.4 billion. Moody's also took
various actions on various subsidiaries of the group, as listed
below.
Arch plans to finance the acquisition through the issuance of $1,375
million of debt and perpetual preferred shares, draw $200
million on its revolving credit facility and $975 million of convertible
non-voting common share equivalent to AIG and other internal resources.
The transaction is expected to close in late 2016 or early 2017,
subject to Government Sponsored Enterprises (GSEs) and regulatory approvals.
RATINGS RATIONALE
ARCH CAPTIAL GROUP AND ITS P&C INSURANCE AND REINSURANCE SUBSIDIARIES
The review for downgrade of Arch Capital Group's ratings reflects
Moody's view that the acquisition of UGC would materially increase
Arch Capital Group's credit risk profile by substantially expanding
the group's mortgage insurance operations and meaningfully raise
the group's financial leverage. On a proforma basis,
the mortgage operations are expected to represent 24% of gross
written premiums, up from 8% today.
Moody's currently sees the stand alone credit profile of US mortgage
insurers in the Baa range for a number of reasons. These include
the very low historical through-the-cycle profitability
of US mortgage insurance, its undifferentiated commoditized product,
and industry conditions that are largely tied to some of its main stakeholders
(lenders and GSEs), public policy changes, the performance
of the housing sector, and other uncontrollable variables.
The rating agency further commented that the acquisition provides some
diversification benefits to Arch as its traditional P&C reinsurance
business faces challenging competitive dynamics. Current mortgage
insurance conditions are, by contrast, quite sound with strong
mortgage insurance profitability, supported by high quality origination
and benign housing market conditions.
Arch's plan to fund a substantial portion of the acquisition through
the issuance of debt and preferred securities would increase its financial
leverage above current expectations, but still within the range
for the broad rating category, and substantially in excess of historical
levels. While Moody's believes that Arch will gradually reduce
its financial leverage, it is likely to be elevated for some time.
RATING RATIONALE -- ARCH MORTGAGE INSURANCE COMPANY
Moody's affirmation of Arch Mortgage Insurance Company's (AMI)
Baa1 rating reflects the anticipated improvement to its stand-alone
credit profile following the UGC acquisition. UGC would bring a
well-established US mortgage insurance franchise with strong near-term
profitability to the Arch group. While the rating agency expect
some overlap in lender relationships between UGC and AMI, that should
results in some loss of combined business written, AMI's historical
strength with credit unions channels supplements UGC's strong broad
market position.
Moody's has a Baa2 stand-alone credit profile for United
Guaranty Residential Insurance Company (public IFS rating Baa1,
review down), versus a Baa3 stand-alone credit profile for
AMI. These prospective strengths could be moderated by the lower
expected future rating uplift from the support provided by Arch given
the review for downgrade of Arch Reinsurance Ltd. (A1, review
down) with which AMI has a quota share reinsurance agreement.
RATING RATIONALE -- ARCH MORTGAGE GUARANTY COMPANY
The review for downgrade of Arch Mortgage Guaranty Company (AMG) reflects
the review for downgrade of Arch Reinsurance Ltd. (A1, review
down) and Arch Reinsurance Corporation (A1, review down),
the two affiliates that provide support in the form of extensive quota-share
reinsurance. AMG has modest stand-alone resources and,
as a non-GSE focused mortgage insurer, narrower business
prospects.
RATING DRIVERS
The close of the acquisition of UGC by Arch under terms broadly consistent
with those announced by the company would most likely lead to a rating
downgrade by one notch of the Arch Group entities currently under review.
This would reflect the group's substantially higher exposure to
mortgage insurance and increased debt leverage.
As part of the review, Moody's will assess the role that AMG
is expected to play in the group's mortgage insurance strategy and
the support it receives from its higher rated affiliates, and whether
these warrant harmonization of its rating with its mortgage insurance
affiliates or translates into a distinct credit strength.
A termination of the planned transaction, with no material change
to Arch's current financial profile would most likely stabilize
Arch's ratings at current levels.
RATING LIST
The following ratings have been placed under review for downgrade:
Arch Capital Group Ltd. -- senior unsecured debt
at A3; preferred stock at Baa2 (hyb);
Arch Reinsurance Ltd. -- insurance financial strength
at A1;
Arch Insurance Company (Europe) Ltd. -- insurance
financial strength at A1;
Arch Capital Group (U.S.) Inc.-- BACKED
senior unsecured debt at A3
Arch Reinsurance Company -- insurance financial strength
at A1;
Arch Insurance Company -- insurance financial strength at
A1;
Arch Specialty Insurance Company -- insurance financial
strength at A1;
Arch Excess and Surplus Insurance Company -- insurance financial
strength at A1;
Arch Mortgage Guaranty Company -- insurance financial strength at
A3.
The following rating has been affirmed with a stable outlook
Arch Mortgage Insurance Company -- insurance financial strength at
Baa1.
Arch Capital Group Ltd., through its subsidiaries,
writes insurance and reinsurance on a worldwide basis through operations
in Bermuda, the United States, Canada, Europe,
Australia and South Africa, with a focus on specialty lines.
The company has three operating platforms: insurance, reinsurance
and mortgage.
The principal methodology used in rating Arch Capital Group Ltd.,
Arch Reinsurance Ltd., Arch Insurance Company (Europe) Ltd.,
Arch Reinsurance Company, Arch Insurance Company, Arch Specialty
Insurance Company, Arch Excess and Surplus Insurance Company,
and Arch Capital Group (U.S.) Inc. was Global Reinsurers
published in April 2016.The principal methodology used in rating
Arch Mortgage Guaranty Company and Arch Mortgage Insurance Company was
Mortgage Insurers published in April 2016. Please see the Ratings
Methodologies page on www.moodys.com for a copy of these
methodologies.
REGULATORY DISCLOSURES
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 credit rating action on the support provider and in relation to
each particular credit 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 credit rating action,
and whose ratings may change as a result of this credit 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.
Siddhartha Ghosh
Vice President - Senior Analyst
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Stanislas Rouyer
Associate Managing Director
Financial Institutions Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653