Moody's also affirms the ratings on $70.6 million of notes
New York, December 21, 2016 -- Moody's Investors Service has upgraded the rating on the following notes
issued by Waterfront CLO 2007-1, Ltd.:
U.S. $19,000,000 Class B Deferrable Floating
Rate Notes Due 2020, Upgraded to Aa3 (sf); previously on October
13, 2015 Upgraded to A1 (sf)
Moody's also affirmed the ratings on the following notes:
U.S.$195,000,000 Class A-1 Floating
Rate Notes Due 2020 (current outstanding balance of $7,147,813),
Affirmed Aaa (sf); previously on October 13, 2015 Affirmed
Aaa (sf)
U.S. $32,000,000 Class A-2 Floating
Rate Notes Due 2020, Affirmed Aaa (sf); previously on October
13, 2015 Affirmed Aaa (sf)
U.S. $9,500,000 Class A-3 Floating
Rate Notes Due 2020, Affirmed Aaa (sf); previously on October
13, 2015 Affirmed Aaa (sf)
U.S. $11,500,000 Class C Deferrable Floating
Rate Notes Due 2020, Affirmed Ba1 (sf); previously on October
13, 2015 Affirmed Ba1 (sf)
U.S. $10,500,000 Class D Deferrable Floating
Rate Notes Due 2020, Affirmed Ba3 (sf); previously on October
13, 2015 Affirmed Ba3 (sf)
Waterfront CLO 2007-1, Ltd., issued in August
2007, is a collateralized loan obligation (CLO) backed primarily
by a portfolio of senior secured loans, with some exposure to second-lien
loans and bonds. The transaction's reinvestment period ended in
October 2013.
RATINGS RATIONALE
These rating actions are primarily a result of deleveraging of the senior
notes and an increase in the transaction's over-collateralization
(OC) ratios since May 2016. The Class A-1 notes have been
paid down by 76.3% or $23.0 million since
then. Based on the trustee's December 2016 report, the OC
ratios for the Class A, B, C, and D notes are reported
at 199.23%, 143.27%, 122.46%
and 108.11%, respectively, versus May 2016 levels
of 169.43%, 133.90%, 118.82%
and 107.75%, respectively.
Notwithstanding the benefits of deleveraging, the transaction's
exposure to securities that mature after the notes do (long-dated
securities) has increased since May 2016. Based on trustee's
December 2016 report, long-dated securities currently make
up approximately 27.2% or $28.7 million,
compared to 16.56% or $21.4 million in May
2016. These investments could expose the notes to market risk in
the event of liquidation when the notes mature. Despite the increase
in the OC ratios of the Class C and D notes, Moody's affirmed the
ratings on the Class C and D notes owing to market risk stemming from
the exposure to these long-dated securities.
Methodology Used for the Rating Action
The principal methodology used in these ratings was "Moody's Global Approach
to Rating Collateralized Loan Obligations" published in October
2016. Please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
Factors that Would Lead to an Upgrade or Downgrade of the Ratings:
This transaction is subject to a number of factors and circumstances that
could lead to either an upgrade or downgrade of the ratings:
1) Macroeconomic uncertainty: CLO performance is subject to a) uncertainty
about credit conditions in the general economy and b) the large concentration
of upcoming speculative-grade debt maturities, which could
make refinancing difficult for issuers.
2) Collateral Manager: Performance can also be affected positively
or negatively by a) the manager's investment strategy and behavior and
b) differences in the legal interpretation of CLO documentation by different
transactional parties owing to embedded ambiguities.
3) Collateral credit risk: A shift towards collateral of better
credit quality, or better credit performance of assets collateralizing
the transaction than Moody's current expectations, can lead to positive
CLO performance. Conversely, a negative shift in credit quality
or performance of the collateral can have adverse consequences for CLO
performance.
4) Deleveraging: An important source of uncertainty in this transaction
is whether deleveraging from unscheduled principal proceeds will continue
and at what pace. Deleveraging of the CLO could accelerate owing
to high prepayment levels in the loan market and/or collateral sales by
the manager, which could have a significant impact on the notes'
ratings. Note repayments that are faster than Moody's current expectations
will usually have a positive impact on CLO notes, beginning with
those with the highest payment priority.
5) Recovery of defaulted assets: Fluctuations in the market value
of defaulted assets reported by the trustee and those that Moody's assumes
as having defaulted could result in volatility in the deal's OC levels.
Further, the timing of recoveries and whether a manager decides
to work out or sell defaulted assets create additional uncertainty.
Moody's analyzed defaulted recoveries assuming the lower of the market
price and the recovery rate in order to account for potential volatility
in market prices. Realization of higher than assumed recoveries
would positively impact the CLO.
6) Long-dated assets: The presence of assets that mature
after the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. This risk is borne first by investors with the
lowest priority in the capital structure. Moody's assumes that
the terminal value of an asset upon liquidation at maturity will be equal
to the lower of an assumed liquidation value (depending on the extent
to which the asset's maturity lags that of the liabilities) or the asset's
current market value. The deal's increased exposure owing to amendments
to loan agreements extending maturities continues. In light of
the deal's sizable exposure to long-dated assets, which increases
its sensitivity to the liquidation assumptions in the rating analysis,
Moody's ran scenarios using a range of liquidation value assumptions.
However, actual long-dated asset exposures and prevailing
market prices and conditions at the CLO's maturity will drive the deal's
actual losses, if any, from long-dated assets.
In addition to the base case analysis, Moody's also conducted sensitivity
analyses to test the impact of a number of default probabilities on the
rated notes relative to the base case modeling results, which may
be different from the current public ratings of the notes. Below
is a summary of the impact of different default probabilities (expressed
in terms of WARF) on all of the rated notes (by the difference in the
number of notches versus the current model output, for which a positive
difference corresponds to lower expected loss):
Moody's Adjusted WARF -- 20% (2658)
Class A-1: 0
Class A-2: 0
Class A-3: 0
Class B: +1
Class C: +2
Class D: +2
Moody's Adjusted WARF + 20% (3988)
Class A-1: 0
Class A-2: 0
Class A-3: 0
Class B: -2
Class C: -1
Class D: 0
Loss and Cash Flow Analysis:
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in "Moody's Global
Approach to Rating Collateralized Loan Obligations."
The key model inputs Moody's used in its analysis, such as
par, weighted average rating factor, diversity score and the
weighted average recovery rate, are based on its published methodology
and could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $96.3 million,
defaulted par of $9.2 million, a weighted average
default probability of 20.05% (implying a WARF of 3323),
a weighted average recovery rate upon default of 44.10%,
a diversity score of 26 and a weighted average spread of 4.58%(before
accounting for LIBOR floors).
Moody's incorporates the default and recovery properties of the
collateral pool in cash flow model analysis where they are subject to
stresses as a function of the target rating on each CLO liability reviewed.
Moody's derives the default probability from the credit quality
of the collateral pool and Moody's expectation of the remaining
life of the collateral pool. The average recovery rate for future
defaults is based primarily on the seniority of the assets in the collateral
pool. In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and sensitivity
analysis, see the sections Methodology Assumptions and Sensitivity
to Assumptions of the disclosure form.
Moody's describes its loss and cash flow analysis in the section
"Ratings Rationale" of this press release.
Moody's quantitative analysis entails an evaluation of scenarios
that stress factors contributing to sensitivity of ratings and take into
account the likelihood of severe collateral losses or impaired cash flows.
Moody's weights the impact on the rated instruments based on its
assumptions of the likelihood of the events in such scenarios occurring.
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.
David Ham
VP - Senior Credit Officer
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Min Xu
Associate Managing Director
Structured Finance 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
