/raid1/www/Hosts/bankrupt/TCR_Public/241110.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Sunday, November 10, 2024, Vol. 28, No. 314
Headlines
A&D MORTGAGE 2024-NQM5: S&P Assigns B-(sf) Rating on Cl. B-2 Certs
ACRA TRUST 2024-NQM1: DBRS Finalizes B Rating on Class B-2 Notes
AMUR EQUIPMENT 2023-1: S&P Affirms BB+ (sf) Rating on E Notes
ARES XLV CLO: Moody's Affirms B1 Rating on $23.625MM Class E Notes
ATLX 2024-RPL2: Fitch Gives 'Bsf' Rating on Class B-2 Certificates
AVERY POINT IV: S&P Lowers Class F Notes Rating to 'D (sf)'
BALBOA BAY 2020-1: S&P Assigns BB- (sf) Rating on Class E-RR Notes
BARINGS CLO 2015-I: Moody's Affirms B1 Rating on $29.1MM E-R Notes
BARINGS LOAN 5: Fitch Assigns 'BBsf' Rating on Class E Notes
BATTALION CLO XII: Moody's Affirms Ba3 Rating on $35.8MM E Notes
BBCMS MORTGAGE 2020-C6: Fitch Lowers Rating on 2 Tranches to CCCsf
BENEFIT STREET XXXVI: Fitch Assigns BB+(EXP) Rating on E-1 Notes
BLACK DIAMOND 2017-1: Moody's Ups Rating on $18MM D Notes to Ba3
BMO 2024-5C7: Fitch Assigns Final 'B-sf' Rating on Class G-RR Certs
BRAVO RESIDENTIAL 2024-NQM7: Fitch Gives B Rating on B-2 Notes
BRYANT PARK 2021-17R: S&P Assigns B- (sf) Rating on Cl. F-R Notes
CARLYLE US 2021-1: Fitch Assigns BB-(EXP) Rating on Cl. D-R Notes
CITIGROUP 2020-GC46: Fitch Lowers Rating GRR Debt to CCCsf
DEEPHAVEN RESIDENTIAL 2024-1: S&P Assigns 'B+' Rating on B-2 Notes
DRYDEN 121: S&P Assigns Prelim BB- (sf) Rating on Class E Notes
ELMWOOD CLO II: S&P Assigns Prelim B-(sf) Rating on Cl. F-RR Notes
FS RIALTO 2024-FL9: Fitch Assigns 'B-sf' Rating on Three Tranches
GALLATIN XI 2024-1: Fitch Assigns 'BB-sf' Rating on Class E Notes
GOLDENTREE LOAN 22: Fitch Assigns 'B-sf' Rating on Class F Notes
GOLDENTREE LOAN 8: S&P Affirms B- (sf) Rating on Class F-R Notes
GS MORTGAGE 2017-GS5: Fitch Lowers Rating on Two Tranches to 'B-sf'
GS MORTGAGE 2020-GSA2: Fitch Affirms Bsf Rating on Class G-RR Debt
GS MORTGAGE 2024-INV1: Moody's Assigns B3 Rating to Cl. B-5 Certs
GS MORTGAGE 2024-PJ9: Moody's Assigns B3 Rating to Cl. B-5 Certs
GS MORTGAGE 2024-RPL6: Fitch Assigns 'Bsf' Rating on Cl. B-2 Certs
HALSEYPOINT CLO I: S&P Assigns Prelim B- Rating on Class F-R Notes
HAMLIN PARK CLO: S&P Assigns Prelim BB- (sf) on Class E Notes
HOMES 2024-AFC2: S&P Assigns B (sf) Rating on Class B-2 Notes
HPS LOAN 11-2017: Moody's Cuts Rating on $21.5MM Cl. E Notes to B1
ICNQ 2024-MF: Fitch Assigns 'B-(EXP)sf' Rating on Class HRR Certs
JP MORGAN 2018-AON: S&P Affirms CCC (sf) Rating on Cl. HRR Certs
JP MORGAN 2024-10: Moody's Assigns B2 Rating to Cl. B-5 Certs
JP MORGAN 2024-INV1: Moody's Assigns B3 Rating to Cl. B-5 Certs
JPMDB 2020-COR7: Fitch Lowers Rating on Class G-RR Certs to 'B-sf'
MAGNETITE XXX: S&P Assigns BB- (sf) Rating on Class E-R Notes
MIDOCEAN CREDIT VIII: Fitch Affirms B+ Rating on Cl. F Notes
MONROE CAPITAL XVII: S&P Assigns Prelim BB- (sf) Rating on E Notes
MORGAN STANLEY 2022-17A: Fitch Assigns BB- Rating on Cl. E-R Notes
MORGAN STANLEY 2024-RPL1: Fitch Assigns BB(EXP) Rating on B-1 Notes
NEUBERGER BERMAN 57: Fitch Assigns 'BB-sf' Rating on Class E Notes
OAKTREE CLO 2019-3: S&P Assigns BB- (sf) Rating on Cl. E-R2 Notes
OAKTREE CLO 2019-3: S&P Assigns Prelim BB-(sf) Rating on E-R2 Notes
OCP CLO 2024-37: S&P Assigns Prelim BB- (sf) Rating on Cl. E Notes
OCTAGON INVESTMENT 32: Fitch Assigns BB-sf Rating on Cl. E-R3 Notes
OFSI BSL X: S&P Affirms BB- (sf) Rating on Class E Notes
OHA CREDIT 6: S&P Assigns BB- (sf) Rating on Class E-R2 Notes
PMT LOAN 2024-INV1: Moody's Assigns (P)B3 Rating to Cl. B-5 Certs
RAD CLO 17: Fitch Assigns 'BB-(EXP)sf' Rating on Class E-R Notes
REGATTA XVII: S&P Assigns B+ (sf) Rating on Class E-2R Notes
ROCK TRUST 2024-CNTR: Moody's Assigns Ba3 Rating to Cl. E Certs
ROCKFORD TOWER 2024-2: Fitch Assigns 'BB-(EXP)sf' Rating on E Notes
SAXON ASSET 2004-1: Moody's Cuts Rating on Class A Debt to 'B1(sf)'
SEQUOIA MORTGAGE 2024-HYB1: Fitch Assigns 'Bsf' Rating on B2 Certs
SIGNAL PEAK 8: S&P Assigns Prelim BB- (sf) Rating on E-R Notes
SOUND POINT III-R: Moody's Cuts Rating on $10MM Cl. F Notes to Ca
TGIF FUNDING 2017-1: S&P Lowers Cl. A-2 Notes Rating to 'CC (sf)'
TOWD POINT 2024-4: Fitch Assigns B-sf Final Rating on Cl. B2 Notes
TOWD POINT 2024-5: Fitch Assigns 'B-(EXP)sf' Rating on Cl. B2 Notes
UBS COMMERCIAL 2017-4: Fitch Cuts Rating on Two Tranches to CCsf
VANCE CLO 2014-1R: Moody's Affirms Ba3 Rating on $23.88MM E Notes
VIBRANT CLO IV-R: Fitch Assigns 'BB-sf' Rating on Class F Notes
WELLFLEET CLO X: S&P Affirms 'B- (sf)' Rating on Class E Notes
WELLS FARGO 2020-C55: Fitch Lowers Rating on Class F Notes to B-sf
WELLS FARGO 2024-GRP: Moody's Assigns Ba1 Rating to Cl. HRR Certs
WESTLAKE AUTOMOBILE 2023-4: Fitch Affirms 'BBsf' Rating on E Notes
WILDWOOD PARK CLO: S&P Assigns B- (sf) Rating on Class F Notes
WIND RIVER 2014-3K: Moody's Cuts Rating on $8MM Cl. F Notes to Ca
[*] Fitch Affirms BB Rating on 8 Exeter Automobile Transactions
[*] Moody's Takes Action on 2 Bonds From 2 US RMBS Deals
[*] Moody's Takes Action on 31 Bonds From 10 US RMBS Deals
[*] S&P Takes Various Actions on 47 Classes From 32 US RMBS Deals
*********
A&D MORTGAGE 2024-NQM5: S&P Assigns B-(sf) Rating on Cl. B-2 Certs
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to A&D Mortgage Trust
2024-NQM5's mortgage-backed certificates.
The certificate issuance is an RMBS transaction backed by first-
and second-lien, fixed- and adjustable-rate, fully amortizing
residential mortgage loans (some with interest-only periods) to
both prime and nonprime borrowers. The loans are primarily secured
by single-family residential properties, planned unit developments,
condominiums, townhomes, two- to four-family residential
properties, condotels, mixed-use properties, manufactured housing,
and five- to 10-unit multifamily residences. The pool consists of
1,171 loans, which are qualified mortgage (QM) safe harbor (average
prime offer rate), QM rebuttable presumption (average prime offer
rate), ability to repay-exempt loans and non-QM/ability to
repay-compliant loans.
S&P said, "After we assigned preliminary ratings on Oct. 22, 2024,
the class B-1A certificate's rate was determined, at pricing, as
net weighted average coupon. After assessing the capital structure,
we assigned final ratings to all classes that are unchanged from
the preliminary ratings."
The ratings reflect S&P's view of:
-- The pool's collateral composition and geographic
concentration;
-- The transaction's credit enhancement, associated structural
mechanics, and representation and warranty framework;
-- The mortgage originator, A&D Mortgage LLC;
-- The 100% due diligence results consistent with represented loan
characteristics; and
-- The potential impact current and near-term macroeconomic
conditions may have on the performance of the mortgage borrowers in
the pool. One key change in our baseline forecast since June is an
acceleration in the pace of monetary policy easing. S&P said, "We
anticipate the Federal Reserve will deliver two more rate cuts of
25 basis points (bps) this year and a total of 225 bps of rate cuts
by the year-end 2025--a 75-bps increase from our prior forecast. We
continue to expect real GDP growth to slow from above-trend growth
this year to below-trend growth in 2025, accompanied by a further
rise in unemployment rate and lower inflation. However, our
probability of a recession starting over the next 12 months remains
unchanged at 25%. With consumption still healthy for now, near-term
recession fears appear overblown. Therefore, we maintain our
current market outlook as it relates to the 'B' projected
archetypal foreclosure frequency of 2.50%. This reflects our benign
view of the mortgage and housing markets, as demonstrated through
general national-level home price behavior, unemployment rates,
mortgage performance, and underwriting.
S&P Global Ratings announced on Oct. 16, 2024, that it is
requesting comments on its proposal to update its criteria for
rating U.S. residential mortgage-backed security (RMBS)
transactions issued 2009 and later. The proposal, if implemented,
would apply to the transaction discussed in the presale report."
Ratings Assigned(i)
A&D Mortgage Trust 2024-NQM5
Class A-1A, $188,664,000: AAA (sf)
Class A-1B, $39,061,000: AAA (sf)
Class A-1, $227,725,000: AAA (sf)
Class A-2, $40,624,000: AA- (sf)
Class A-3, $56,052,000: A- (sf)
Class M-1, $24,218,000: BBB- (sf)
Class B-1A, $12,304,000: BB (sf)
Class B-1B, $6,641,000: BB- (sf)
Class B-2, $14,257,000: B- (sf)
Class B-3, $8,789,163: Not rated
Class A-IO-S, notional(ii): Not rated
Class X, notional(ii): Not rated
Class R, not applicable: Not rated
(i)The ratings address the ultimate payment of interest and
principal.
(ii)The notional amount will equal the aggregate stated principal
balance of the mortgage loans as of the first day of the related
due period and is initially $390,610,163.
ACRA TRUST 2024-NQM1: DBRS Finalizes B Rating on Class B-2 Notes
----------------------------------------------------------------
DBRS, Inc. finalized its provisional credit ratings on the
Mortgage-Backed Notes, Series 2024-NQM1 (the Notes) issued by ACRA
Trust 2024-NQM1 (the Issuer) as follows:
-- $251.0 million Class A-1 at AAA (sf)
-- $214.9 million Class A-1A at AAA (sf)
-- $36.1 million Class A-1B at AAA (sf)
-- $23.9 million Class A-2 at AA (high) (sf)
-- $26.6 million Class A-3 at A (high) (sf)
-- $18.6 million Class M-1A at BBB (high) (sf)
-- $16.4 million Class M-1B at BBB (low) (sf)
-- $9.6 million Class B-1 at BB (sf)
-- $9.2 million Class B-2 at B (sf)
Class A-1 is an exchangeable note and Class A-1A and A-1B are
initial exchangeable notes. These classes can be exchanged in
combinations as specified in the offering documents.
The AAA (sf) credit rating on the Class A-1 Notes reflects 30.55%
of credit enhancement provided by the subordinated notes. The AA
(high) (sf), A (high) (sf), BBB (high) (sf), BBB (low) (sf), BB
(sf), and B (sf) credit ratings reflect 23.95%, 16.60%, 11.45%,
6.90%, 4.25%, and 1.70% of credit enhancement, respectively.
Other than the specified classes above, Morningstar DBRS does not
rate any other classes in this transaction.
This transaction is a securitization of a portfolio of fixed- and
adjustable-rate expanded prime and nonprime first-lien residential
mortgages funded by the issuance of the Notes. The notes are backed
by 787 mortgage loans with a total principal balance of
$361,456,124 as of September 30, 2024 (the Cut-Off Date).
ACRA 2024-NQM1 represents the second RMBS securitization issued by
the Sponsor, Citadel Servicing Corporation. The pool is, on
average, two months seasoned with loan ages ranging from one to
four months. The originator and servicer of the mortgages is
Citadel Servicing Corporation (CSC) doing business as Acra Lending.
ServiceMac, LLC will subservice all but 21 of the loans on behalf
of CSC.
Computershare Trust Company, N.A., (rated BBB with a Stable trend
by Morningstar DBRS) will act as Indenture Trustee, Paying Agent,
Note Registrar, Certificate, and Custodian. Computershare Delaware
Trust Company will act as Owner Trustee.
As of the Cut-Off Date, all of the loans in the pool are
contractually current according to the Mortgage Bankers Association
(MBA) delinquency calculation method.
In accordance with the Consumer Financial Protection Bureau (CFPB)
Qualified Mortgage (QM) rules, 51.0% of the loans by balance are
designated as non-QM. Approximately 48.3% of the loans in the pool
made to investors for business purposes are exempt from the CFPB
Ability-to-Repay (ATR) and QM rules. Remaining loans subject to the
ATR rules are designated as QM Safe Harbor (0.7%) by UPB.
There will be no advancing of delinquent principal or interest on
any mortgage loan by the servicer or any other party to the
transaction; however, each servicer is obligated to make advances
in respect of taxes and insurance; the cost of preservation,
restoration, and protection of mortgaged properties; and any
enforcement or judicial proceedings, including foreclosures and
reasonable costs and expenses incurred in the course of servicing
and disposing of properties.
The Sponsor or a majority-owned affiliate of the Sponsor will
acquire and intends to retain an eligible horizontal residual
interest consisting of a portion of the Class B-3 Notes and 100% of
the Class XS Notes, collectively representing at least 5.0% of the
aggregate fair value of the Notes (other than the Class R Notes) to
satisfy the credit risk-retention requirements under Section 15G of
the Securities Exchange Act of 1934 and the regulations promulgated
thereunder.
The holder of the Trust Certificates may, at its option, on or
after the earlier of (1) the payment date in October 2027 or (2)
the date on which the balance of mortgage loans and real estate
owned properties falls to or below 30% of the loan balance as of
the Cut-Off Date (Optional Redemption Date), redeem the Notes at
the optional termination price described in the transaction
documents.
The Depositor, at its option, may purchase any mortgage loan that
is 90 days or more delinquent under the MBA method at the
repurchase price (Optional Purchase) described in the transaction
documents. The total balance of such loans purchased by the
Depositor will not exceed 10% of the Cut-Off Date balance.
The transaction's cash flow structure is generally similar to that
of other non-QM securitizations. The transaction employs a
sequential-pay cash flow structure with a pro rata principal
distribution among the senior tranches subject to certain
performance triggers related to cumulative losses or delinquencies
exceeding a specified threshold (Credit Event). In the case of a
Credit Event, principal proceeds will be allocated to cover
interest shortfalls on the Class A-1A and then A-1B, then in
reduction of the Class A-1A note balance, before a similar
allocation to the Class A-1B (IIPP). However, in such cases of
credit events, principal proceeds will be allocated to cover
interest shortfalls to the Class-A2 only after the balance of the
more senior notes have been paid off. For the Class A-3 Notes (only
after a Credit Event) and for the mezzanine and subordinate classes
of notes (both before and after a Credit Event), principal proceeds
will be available to cover interest shortfalls only after the more
senior notes have been paid off in full. Also, the excess spread
can be used to cover realized losses first before being allocated
to unpaid Cap Carryover Amounts due to Class A-1A, Class A1-B, A-2,
A-3, M-1A, and M1-B. Of note, the Class A-1A, A-1B, A-2, and A-3
Notes coupon rates step up by 100 basis points on and after the
payment date in October 2028. Beginning in November 2028, funds
otherwise payable to the Class B-3 Notes as accrued and unpaid
interest may be used to pay the Class A-1A, A-1B, A-2, and A-3
Notes Cap Carryover Amounts after the Class A coupons step up.
Notes: All figures are in U.S. dollars unless otherwise noted.
AMUR EQUIPMENT 2023-1: S&P Affirms BB+ (sf) Rating on E Notes
-------------------------------------------------------------
S&P Global Ratings raised its ratings on three classes of notes
from Amur Equipment Finance Receivables XII LLC's series 2023-1 ABS
transaction. At the same time, S&P affirmed its ratings on two
classes of notes from this transaction. The transaction is backed
by small to mid-ticket equipment (primarily trucks and medical and
construction equipment) loans and leases originated and serviced by
Amur Equipment Finance Inc. (Amur).
S&P said, "The rating actions reflect the collateral performance to
date and our expectations regarding future performance, as well as
the transaction structure, credit enhancement levels, and current
obligor concentrations. Additionally, we incorporated secondary
credit factors, including credit stability and sector- and
issuer-specific analyses. Considering all these factors, we believe
the creditworthiness of each class of notes is consistent with the
raised and affirmed ratings.
"Cumulative gross loss (CGL) performance to date is trending below
our initial expectations. Amur actively substitutes delinquent
contracts resulting in lower reported CGLs. To determine our
revised CGL we incorporated a portion of the substituted contracts
as an additive factor to the reported CGLs considering that if Amur
were no longer substituting delinquent contracts for the remainder
of the transaction's life, CGLs would likely be higher. Based on
our analysis, we lowered our expected CGL range for this
transaction to 7.00%-7.50%."
Table 1
Collateral performance (%)(i)
Pool Current 61+ day
Series Month factor CGL delinquencies
2023-1 16 70.98 2.44 2.09
(i)As of the October 2024 distribution date.
Table 2
CGL ranges (%)
Original Prior Revised
lifetime lifetime lifetime
Series CGL range CGL range CGL range(i)
2023-1 7.50-8.00 N/A 7.00-7.50
(i)As of October 2024.
CGL--Cumulative gross loss.
S&P said, "Lifetime cumulative recoveries for the transaction under
review are trending below our original base case expectation;
however, we expect cumulative recoveries to increase over time as
reported equipment off-lease amounts are realized. To calculate our
stressed cumulative net loss range we assume a base case recovery
rate of 40% and stressed recovery rates ranging from approximately
38.00% for 'BB' to 30.00% for 'AAA', the same recovery rates used
when we first assigned ratings to this transaction. We apply
haircuts for each rating category to Amur's historical recovery
rates to reflect potential deterioration in the pool's recovery
performance due to either Amur no longer being the servicer or
other factors that may affect the recovery rates.
Our stressed cumulative net loss range for each rating category
represents the greater of our blended default assumption and the
supplemental largest-obligor default test, reduced by our stressed
recovery assumption. Based on the current pool as of the October
2024 distribution date, the blended default assumption is higher
for all classes. Additionally, each individual obligor
concentration is below 1.50% of the pool balance; therefore, the
large obligor default assumption under our blended approach is not
applicable.
"The transaction has credit enhancement in the form of a
non-amortizing reserve account, overcollateralization, and
subordination for the more senior classes. The transaction's credit
enhancement is at the specified target overcollateralization amount
and specified reserve amount. The transaction contains a sequential
principal payment structure--in which the notes are paid principal
by seniority which will increase the credit enhancement for the
senior notes as the pool amortizes."
Table 3
Hard credit support(i)
As of the October 2024 distribution date
Total hard Current total hard
credit support credit support
Series Class at issuance (%)(i) (% of current)(i)
2023-1 A-2 33.65 45.67
2023-1 B 26.10 35.04
2023-1 C 19.15 25.24
2023-1 D 12.70 16.15
2023-1 E 9.90 12.21
(i)Calculated as a percentage of the total gross receivable pool
balance, which consists of a reserve account,
overcollateralization, and, if applicable, subordination.
S&P said, "We analyzed the current hard credit enhancement compared
to the remaining stressed cumulative net losses for all the
classes. Additionally, we performed sensitivity analyses to
determine the impact that a moderate ('BBB') stress level scenario
would have on our ratings if losses trended higher than our revised
net loss range. In our view, the results demonstrated that the
total credit support as a percentage of the current pool balance,
compared with our current stressed cumulative net loss range, is
commensurate with each rating.
"We will continue to monitor the performance of the transaction to
evaluate whether the credit enhancement remains consistent with the
assigned ratings."
RATINGS RAISED
Amur Equipment Finance Receivables XII LLC (series 2023-1)
Rating
Class To From
B AA+ (sf) AA (sf)
C A+ (sf) A (sf)
D BBB+ (sf) BBB (sf)
RATINGS AFFIRMED
Amur Equipment Finance Receivables XII LLC (series 2023-1)
Class Rating
A AAA (sf)
E BB+ (sf)
ARES XLV CLO: Moody's Affirms B1 Rating on $23.625MM Class E Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by ARES XLV CLO Ltd.:
US$27.562M Class C Mezzanine Deferrable Floating Rate Notes,
Upgraded to Aa1 (sf); previously on Feb 6, 2024 Upgraded to A1
(sf)
US$36.750M Class D Mezzanine Deferrable Floating Rate Notes,
Upgraded to Baa2 (sf); previously on Oct 4, 2017 Assigned Baa3
(sf)
Moody's have also affirmed the ratings on the following notes:
US$341.250M (Current outstanding amount US$114,110,703) Class A
Senior Floating Rate Notes, Affirmed Aaa (sf); previously on Oct 4,
2017 Assigned Aaa (sf)
US$53.813M Class B Senior Floating Rate Notes, Affirmed Aaa (sf);
previously on Feb 6, 2024 Upgraded to Aaa (sf)
US$23.625M Class E Mezzanine Deferrable Floating Rate Notes,
Affirmed B1 (sf); previously on Feb 6, 2024 Downgraded to B1 (sf)
ARES XLV CLO Ltd., issued in October 2017, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured US loans. The portfolio is managed by Ares CLO Management
II LLC. The transaction's reinvestment period ended in October
2022.
RATINGS RATIONALE
The rating upgrades on the Class C and Class D notes are primarily
a result of the significant deleveraging of the senior notes
following amortisation of the underlying portfolio since the last
rating action in February 2024.
The affirmations on the ratings on the Class A, Class B and Class E
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The Class A notes have paid down by approximately USD142.0 million
(41.6%) since the last rating action in February 2024 and USD227.1
million (66.6%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated October 2024 [1]
the Class A/B, Class C, Class D and Class E OC ratios are reported
at 155.8%, 137.0%, 118.0% and 108.4% compared to January 2024 [2]
levels of 133.7%, 123.6%, 112.4% and 106.2%, respectively. Moody's
note that the January 2024 and October 2024 principal payments are
not reflected in the reported OC ratios.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD282.13 million
Defaulted Securities: USD0.14 million
Diversity Score: 54
Weighted Average Rating Factor (WARF): 3224
Weighted Average Life (WAL): 3.24 years
Weighted Average Spread (WAS): 3.18%
Weighted Average Recovery Rate (WARR): 47.11%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance" published in
October 2024. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assume that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
ATLX 2024-RPL2: Fitch Gives 'Bsf' Rating on Class B-2 Certificates
------------------------------------------------------------------
Fitch Ratings rates the residential mortgage-backed certificates
issued by ATLX 2024-RPL2 Trust (ATLX 2024-RPL2) as follows:
Entity/Debt Rating Prior
----------- ------ -----
ATLX 2024-RPL2 Trust
A-1 049919AA1 LT AAAsf New Rating AAA(EXP)sf
A-2 049919AB9 LT AAsf New Rating AA(EXP)sf
M-1 049919AC7 LT Asf New Rating A(EXP)sf
M-2 049919AD5 LT BBBsf New Rating BBB(EXP)sf
M 049919AE3 LT BBBsf New Rating BBB(EXP)sf
B-1 049919AF0 LT BBsf New Rating BB(EXP)sf
B-2 049919AG8 LT Bsf New Rating B(EXP)sf
B-3 049919AH6 LT NRsf New Rating NR(EXP)sf
B-4 049919AJ2 LT NRsf New Rating NR(EXP)sf
B-5 049919AK9 LT NRsf New Rating NR(EXP)sf
B 049919AL7 LT NRsf New Rating NR(EXP)sf
PT 049919AN3 LT NRsf New Rating NR(EXP)sf
XS 049919AM5 LT NRsf New Rating NR(EXP)sf
SA 049919AP8 LT NRsf New Rating NR(EXP)sf
R 049919AQ6 LT NRsf New Rating NR(EXP)sf
Transaction Summary
The notes are supported by 3,170 reperforming loans with a total
balance of approximately $460 million as of the cutoff date.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 11.9% above a long-term sustainable level (vs.
11.5% on a national level as of 1Q24, up 0.4% since last quarter.
Housing affordability is the worst it has been in decades driven by
both high interest rates and elevated home prices. Home prices have
increased 5.9% YoY nationally as of May 2024 despite modest
regional declines, but are still being supported by limited
inventory.
RPL Credit Quality (Negative): The collateral pool consists
primarily of peak-vintage SPL and RPL first lien loans. As of the
cutoff date, the pool was 85.5% current. Approximately 57.1% of the
loans were treated as having clean payment histories for the past
two years or more (clean current) or have been clean since
origination if seasoned less than two years. Additionally, 80.7% of
loans have a prior modification. The borrowers have a weak credit
profile (650 FICO and 45% debt-to-income ratio [DTI]) and
relatively low leverage (57% sustainable LTV ratio [sLTV]).
Sequential-Pay Structure (Positive): The transaction's cash flow is
based on a sequential-pay structure, whereby the subordinate
classes do not receive principal until the senior classes are
repaid in full. The credit enhancement consists of subordinated
notes, the distributions of which will be subordinated to P&I
payments due to senior noteholders. In addition, excess cash flow
resulting from the difference between the interest earned on the
mortgage collateral and that paid on the notes may be available to
pay down the bonds sequentially (after prioritizing fees to
transaction parties, net weighted average coupon shortfalls and the
breach reserve account).
No Servicer P&I Advances (Mixed): The servicer will not advance
delinquent monthly payments of P&I, which reduce liquidity to the
trust. P&I advances made on behalf of loans that become delinquent
and eventually liquidate reduce liquidation proceeds to the trust.
Due to the lack of P&I advancing, the loan-level loss severity (LS)
is less for this transaction than for those where the servicer is
obligated to advance P&I. Structural provisions and cash flow
priorities, together with increased subordination, provide for
timely payments of interest to the 'AAAsf' and 'AAsf' rated
classes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper market value declines (MVDs) at
the national level. The analysis assumes MVDs of 10.0%, 20.0% and
30.0% in addition to the model projected 42.8% at 'AAA'. The
analysis indicates that there is some potential rating migration
with higher MVDs for all rated classes, compared with the model
projection. Specifically, a 10% additional decline in home prices
would lower all rated classes by one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by various firms. The third-party due diligence described
in Form 15E focused on a regulatory compliance review that covered
applicable federal, state and local high-cost loan and/or
anti-predatory laws, as well as the Truth In Lending Act (TILA) and
Real Estate Settlement Procedures Act (RESPA). The scope was
consistent with published Fitch criteria for due diligence on RPL
RMBS. Fitch considered this information in its analysis and, as a
result, Fitch made the following adjustments to its analysis:
- Loans with an indeterminate HUD1 located in states that fall
under Freddie Mac's "Do Not Purchase List" received a 100% LS
over-ride;
- Loans with an indeterminate HUD1 but not located in states that
fall under Freddie Mac's "Do Not Purchase List" received a
five-point LS increase;
- Loans with a missing modification agreement received a
three-month liquidation timeline extension;
- Unpaid taxes and lien amounts were added to the LS.
In total, these adjustments increased the 'AAAsf' loss by
approximately 125bps.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
AVERY POINT IV: S&P Lowers Class F Notes Rating to 'D (sf)'
-----------------------------------------------------------
S&P Global Ratings lowered the rating on the class F notes to 'D
(sf)' from 'CC (sf)', from Avery Point IV CLO Ltd., a U.S. cash
flow CLO transaction backed by broadly syndicated corporate loans.
The rating actions follow its review of the transaction's final
distribution, which occurred on Oct. 25,2024.
According to the notice provided by the trustee and the final
distribution note valuation report, despite the liquidation of all
of the collateral obligations and other assets and distribution of
all available funds following such liquidation, the class F
noteholders were paid their full accrued interest amount and only a
portion of the remaining outstanding principal balance. The notice
specifies that no assets remain available to secure the rated
notes.
Therefore, following our review of this final distribution, we
lowered the rating of the class F notes to 'D (sf)' as a reflection
of the rated balance not being fully repaid.
Ratings Lowered
Avery Point IV CLO Ltd.
Class F to D (sf) from CC (sf)
BALBOA BAY 2020-1: S&P Assigns BB- (sf) Rating on Class E-RR Notes
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-RR,
A-2-RR, B-RR, C-RR, D-1-RR, D-2-RR, and E-RR debt and new class X
debt from Balboa Bay Loan Funding 2020-1 Ltd./Balboa Bay Loan
Funding 2020-1 LLC, a CLO managed by Pacific Investment Management
Company LLC that was originally issued Dec. 22, 2020, and underwent
a refinancing on Dec. 23, 2021. At the same time, S&P withdrew its
ratings on the class A-R, B-R, C-R, D-R, and E-R debt following
payment in full on the Nov. 4, 2024, refinancing date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The replacement class X, A-1-RR, A-2-RR, B-RR, C-RR, D-1-RR,
D-2-RR, and E-RR debt were issued at a lower spread over
three-month SOFR than the original debt.
-- The replacement class X, A-1-RR, A-2-RR, B-RR, C-RR, D-1-RR,
and E-RR debt were issued at a floating spread, while the class
D-2-RR debt was issued at a fixed coupon, replacing the current
floating spread classes.
-- The non-call period was extended to Oct. 20, 2025.
-- The reinvestment period was extended to Oct. 20, 2027.
-- The legal final maturity dates (for the replacement debt and
the existing subordinated notes) were extended to Oct. 20, 2035.
-- Class X debt was issued on the refinancing date and is expected
to be paid down using interest proceeds during the first eight
payment dates in equal installments of $500,000, beginning on the
Jan. 20, 2025, payment date and ending on the Oct. 20, 2026,
payment date.
-- The required minimum overcollateralization and interest
coverage ratios were amended.
-- An additional $11.0 million of subordinated notes was issued on
the refinancing date, bringing the total to $53.3 million.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Balboa Bay Loan Funding 2020-1 Ltd./
Balboa Bay Loan Funding 2020-1 LLC
Class X, $4.0 million: AAA (sf)
Class A-1-RR, $248.0 million: AAA (sf)
Class A-2-RR, $16.0 million: AAA (sf)
Class B-RR, $40.0 million: AA (sf)
Class C-RR (deferrable), $24.0 million: A (sf)
Class D-1-RR (deferrable), $20.0 million: BBB (sf)
Class D-2-RR (deferrable), $6.0 million: BBB- (sf)
Class E-RR (deferrable), $14.0 million: BB- (sf)
Ratings Withdrawn
Balboa Bay Loan Funding 2020-1 Ltd./
Balboa Bay Loan Funding 2020-1 LLC
Class A-R to not rated from 'AAA (sf)'
Class B-R to not rated from 'AA (sf)'
Class C-R to not rated from 'A (sf)'
Class D-R to not rated from 'BBB- (sf)'
Class E-R to not rated from 'BB- (sf)'
Other Debt
Balboa Bay Loan Funding 2020-1 Ltd./
Balboa Bay Loan Funding 2020-1 LLC
Subordinated notes, $53.3 million: Not rated
BARINGS CLO 2015-I: Moody's Affirms B1 Rating on $29.1MM E-R Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Barings CLO Ltd. 2015-I:
USD27,900,000 Class C-R Secured Deferrable Floating Rate Notes,
Upgraded to Aaa (sf); previously on Jan 22, 2024 Upgraded to Aa2
(sf)
USD34,400,000 Class D-R Secured Deferrable Floating Rate Notes,
Upgraded to A3 (sf); previously on Jan 22, 2024 Upgraded to Baa2
(sf)
Moody's have also affirmed the ratings on the following notes:
USD315,500,000 (current outstanding amount USD145,510,338.30)
Class A-R Senior Secured Floating Rate Notes, Affirmed Aaa (sf);
previously on Feb 22, 2018 Assigned Aaa (sf)
USD50,900,000 Class B-R Senior Secured Floating Rate Notes,
Affirmed Aaa (sf); previously on Jul 18, 2023 Upgraded to Aaa (sf)
USD29,100,000 Class E-R Secured Deferrable Floating Rate Notes,
Affirmed B1 (sf); previously on Sep 9, 2020 Downgraded to B1 (sf)
USD7,000,000 Class F-R Secured Deferrable Floating Rate Notes,
Affirmed Caa3 (sf); previously on Jul 18, 2023 Downgraded to Caa3
(sf)
Barings CLO Ltd. 2015-I, originally issued in April 2015 and
refinanced in February 2018, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured US
loans. The portfolio is managed by Barings LLC. The transaction's
reinvestment period ended in January 2023.
RATINGS RATIONALE
The rating upgrades on the Class C-R and Class D-R notes are
primarily a result of the significant deleveraging of the Class A-R
notes following amortisation of the underlying portfolio since the
last rating action in January 2024.
The affirmations on the ratings on the Class A-R, Class B-R, Class
E-R and Class F-R notes are primarily a result of the expected
losses on the notes remaining consistent with their current rating
levels, after taking into account the CLO's latest portfolio, its
relevant structural features and its actual over-collateralisation
ratios.
The Class A-R notes have paid down by approximately USD131.15
million (41.57%) since the last rating action in January and
USD169.99 million (53.88%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased. According
to the trustee report dated October 2024 [1] the Class A/B, Class
C, Class D and Class E OC ratios are reported at 144.66%, 129.04%,
113.88% and 103.58% compared to December 2023 [2] levels of
132.44%, 122.04%, 111.27% and 103.54%, respectively. Moody's note
that the October 2024 principal payments are not reflected in the
reported OC ratios.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD300.07m
Defaulted Securities: USD4.81m
Diversity Score: 65
Weighted Average Rating Factor (WARF): 2744
Weighted Average Life (WAL): 3.15 years
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.06%
Weighted Average Recovery Rate (WARR): 47.38%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in October 2024. Moody's concluded
the ratings of the notes are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by collateral manager or be
delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
BARINGS LOAN 5: Fitch Assigns 'BBsf' Rating on Class E Notes
------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Barings
Loan Partners CLO Ltd. 5.
Entity/Debt Rating
----------- ------
Barings Loan Partners
CLO Ltd. 5
A LT AAAsf New Rating
B LT AAsf New Rating
C LT Asf New Rating
D LT BBB+sf New Rating
E LT BBsf New Rating
Subordinated Notes LT NRsf New Rating
Transaction Summary
Barings Loan Partners CLO Ltd. 5 (the issuer) is an arbitrage cash
flow collateralized loan obligation (CLO) that will be managed by
Barings LLC. Net proceeds from the issuance of the secured and
subordinated notes will provide financing on a portfolio of
approximately $500 million of primarily first lien senior secured
leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B+'/'B', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 22.9, versus a maximum covenant, in
accordance with the initial matrix point of 23. Issuers rated in
the 'B' rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
98.2% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 75.9% versus a
minimum covenant, in accordance with the initial matrix point of
71.4%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 45% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 2.2-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A, between 'BB+sf'
and 'A+sf' for class B, between 'BB-sf' and 'BBB+sf' for class C,
between 'B-sf' and 'BBB+sf' for class D, and between less than
'B-sf' and 'BBsf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A notes as these
notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AAsf' for class C, 'A+sf' for
class D, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Barings Loan
Partners CLO Ltd. 5. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.
BATTALION CLO XII: Moody's Affirms Ba3 Rating on $35.8MM E Notes
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Battalion CLO XII Ltd.:
US$40M Class B-1 Senior Secured Floating Rate Notes, Upgraded to
Aaa (sf); previously on Apr 20, 2023 Upgraded to Aa1 (sf)
US$24.5M Class B-2-R Senior Secured Floating Rate Notes, Upgraded
to Aaa (sf); previously on Apr 20, 2023 Upgraded to Aa1 (sf)
US$22M Class C-1 Mezzanine Secured Deferrable Floating Rate Notes,
Upgraded to Aa2 (sf); previously on Apr 20, 2023 Upgraded to A1
(sf)
US$8.3M Class C-2-R Mezzanine Secured Deferrable Floating Rate
Notes, Upgraded to Aa2 (sf); previously on Apr 20, 2023 Upgraded to
A1 (sf)
Moody's have also affirmed the ratings on the following notes:
US$359M (Current outstanding amount US$277,162,321) Class A-1
Senior Secured Floating Rate Notes, Affirmed Aaa (sf); previously
on May 16, 2018 Definitive Rating Assigned Aaa (sf)
US$25M (Current outstanding amount US$19,300,997) Class A-2-R
Senior Secured Floating Rate Notes, Affirmed Aaa (sf); previously
on Sep 23, 2020 Assigned Aaa (sf)
US$37.5M Class D Mezzanine Secured Deferrable Floating Rate Notes,
Affirmed Baa2 (sf); previously on Apr 20, 2023 Upgraded to Baa2
(sf)
US$35.8M Class E Junior Secured Deferrable Floating Rate Notes,
Affirmed Ba3 (sf); previously on May 16, 2018 Definitive Rating
Assigned Ba3 (sf)
Battalion CLO XII Ltd., originally issued in May 2018 and partially
refinanced September 2020, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured US
loans. The portfolio is managed by Brigade Capital Management, LP.
The transaction's reinvestment period ended in May 2023.
RATINGS RATIONALE
The rating upgrades on the Class B-1, B-2-R, C-1 and C-2-R notes
are primarily a result of the deleveraging of the senior notes
following amortisation of the underlying portfolio since the
payment date in November 2023.
The affirmations on the ratings on the Class A-1, A-2-R, D and E
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The Class A notes have paid down by approximately USD82.8 million
(21.6%) in the last 12 months and USD87.5 million (22.8%) since
closing. As a result of the deleveraging, over-collateralisation
(OC) has increased for the senior and mezzanine rated notes.
According to the trustee report dated October 2024[1], the Class
A/B and Class C OC ratios are reported at 135.56% and 125.08%
compared to November 2023[2] levels of 130.96% and 122.61%,
respectively.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD 487.9m
Defaulted Securities: USD 14.0m
Diversity Score: 60
Weighted Average Rating Factor (WARF): 2981
Weighted Average Life (WAL): 3.52 years
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.62%
Weighted Average Recovery Rate (WARR): 46.93%
Par haircut in OC tests and interest diversion test: none
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability Moody's are analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance" published in
October 2024. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
BBCMS MORTGAGE 2020-C6: Fitch Lowers Rating on 2 Tranches to CCCsf
------------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed 14 classes of BBCMS
Mortgage Trust 2020-C6 (BBCMS 2020-C6). Negative Outlook was
assigned to class G-RR following its downgrade. The Rating Outlooks
for affirmed classes A-S, B, C, X-B, D, E, X-D and F-RR have been
revised to Negative from Stable.
Fitch has also downgraded five and affirmed 11 classes of BBCMS
Mortgage Trust 2020-C7 (BBCMS 2020-C7). Negative Outlooks were
assigned to classes D, E and X-E following their downgrades. The
Outlooks for affirmed classes A-S, B, X-B and C have been revised
to Negative from Stable.
Entity/Debt Rating Prior
----------- ------ -----
BBCMS 2020-C7
A-1 05492VAA3 LT AAAsf Affirmed AAAsf
A-2 05492VAB1 LT AAAsf Affirmed AAAsf
A-3 05492VAD7 LT AAAsf Affirmed AAAsf
A-4 05492VAE5 LT AAAsf Affirmed AAAsf
A-5 05492VAF2 LT AAAsf Affirmed AAAsf
A-S 05492VAJ4 LT AAAsf Affirmed AAAsf
A-SB 05492VAC9 LT AAAsf Affirmed AAAsf
B 05492VAK1 LT AA-sf Affirmed AA-sf
C 05492VAL9 LT A-sf Affirmed A-sf
D 05492VAM7 LT BB-sf Downgrade BBB-sf
E 05492VAQ8 LT B-sf Downgrade BB-sf
F 05492VAT2 LT CCCsf Downgrade B-sf
X-A 05492VAG0 LT AAAsf Affirmed AAAsf
X-B 05492VAH8 LT AA-sf Affirmed AA-sf
X-E 05492VBC8 LT B-sf Downgrade BB-sf
X-F 05492VBF1 LT CCCsf Downgrade B-sf
BBCMS 2020-C6
A-1 05492TAA8 LT AAAsf Affirmed AAAsf
A-2 05492TAB6 LT AAAsf Affirmed AAAsf
A-3 05492TAC4 LT AAAsf Affirmed AAAsf
A-4 05492TBP4 LT AAAsf Affirmed AAAsf
A-S 05492TAG5 LT AAAsf Affirmed AAAsf
A-SB 05492TAD2 LT AAAsf Affirmed AAAsf
B 05492TAH3 LT AA-sf Affirmed AA-sf
C 05492TAJ9 LT A-sf Affirmed A-sf
D 05492TAK6 LT BBB+sf Affirmed BBB+sf
E 05492TAM2 LT BBB-sf Affirmed BBB-sf
F-RR 05492TAP5 LT BB+sf Affirmed BB+sf
G-RR 05492TAR1 LT B-sf Downgrade BB-sf
H-RR 05492TAT7 LT CCCsf Downgrade B-sf
X-A 05492TAE0 LT AAAsf Affirmed AAAsf
X-B 05492TAF7 LT A-sf Affirmed A-sf
X-D 05492TAZ3 LT BBB-sf Affirmed BBB-sf
KEY RATING DRIVERS
Increased 'Bsf' Loss Expectations: Deal-level 'Bsf' rating case
losses are 4.47% in BBCMS 2020-C6 and 5.63% in BBCMS 2020-C7. Fitch
Loans of Concern (FLOCs) comprise six loans (21.0% of the pool) in
BBCMS 2020-C6, including one loan in special servicing (2.7%), and
11 loans (35.8%) in BBCMS 2020-C7, including five loans in special
servicing (15.8%).
BBCMS 2020-C6: The downgrades in the BBCMS 2020-C6 transaction
reflect deterioration in pool performance since the prior rating
action, most notably from FLOCs, Trinity Multifamily Portfolio
(2.6%), 2000 Park Lane (2.9%), 41 University Drive (1.2%) and 650
Madison Avenue (6.5%), leading to higher expected transaction
losses.
The Negative Outlooks reflect the office concentration of 29.3% in
the pool and the potential for downgrades without performance
stabilization of the aforementioned FLOCs.
BBCMS 2020-C7: The downgrades in the BBCMS 2020-C7 transaction
reflect higher overall pool losses since the prior rating action,
driven by performance deterioration of FLOCs, including The Arbors
(4.1%), One Stockton (2.6%), Meridian One Colorado (2.0%), Time Out
MHC Portfolio (1.8%), Bronx Multifamily Portfolio (1.8%) and 40 &
50 Beaver Street (0.8%).
The Negative Outlooks on classes B through E in BBCMS 2020-C7
reflect the concentration of office loans (26.7%) and the potential
for downgrades should performance of the aforementioned FLOCs, fail
to stabilize, and/or with additional declines in performance.
Largest Contributors to Loss: The largest increase in loss
expectations since the prior rating action and the largest
contributor to overall pool loss expectations in the BBCMS 2020-C6
transaction is the Trinity Multifamily Portfolio loan (2.6%),
secured by seven multifamily properties totaling 354 units. Three
properties (208 units) are located on the southside of Chicago, IL,
and the remaining properties are located in tertiary markets
including three in Valdosta, GA (86 units) and one property (60
units) in Sierra Vista, AZ.
The loan transferred to special servicing in September 2024 due to
payment default. The borrower was not able to obtain insurance
coverage for the three Chicago properties and forced placed
insurance has been instituted by the master servicer. The servicer
reported two incidences of arson, one at the South Clyde property
in August 2021 causing all units to be taken offline and a second
smaller incident at the South Chappel location. Occupancy has
recovered since the incidences of fire, but has yet to recover to
issuance levels.
The weighted average occupancy across all properties as of June
2024 (except for Sierrra Antigua which is as of Dec 2023) was 84%,
down from 95% at issuance. Cash flow has also deteriorated with the
YE 2023 NOI falling 21% from the originator's underwritten NOI from
issuance and the NOI DSCR declining to 1.33x from 1.72x at YE 2022
and down from 1.69x at issuance. The TTM March 2024 NOI was 1.6%
higher than YE 2023.
Fitch's 'Bsf' rating case loss of 30.8% (prior to concentration
adjustments) reflects a 10% stress to the TTM March 2024 NOI
reflecting a Fitch-stressed value of $20.5 million, which is
approximately 40.5% below the issuance appraisal.
The second largest increase in loss expectations since the prior
rating action and the second largest contributor to overall pool
loss expectations in the BBCMS 2020-C6 transaction is the 2000 Park
Lane loan, secured by a 234,859-sf office building located in
Pittsburgh, PA.
The largest tenant, New York Life (fka Life Insurance Co. of North
America) (40.6% of the NRA) vacated the majority of its space prior
to lease expiration in April 2025. A cash sweep has been activated
with approximately $2.9 million reflected in the September 2024
loan level reserve report. According to CoStar, 119,444 sf (50.8%)
is listed as available for lease, including the space formerly
occupied by New York Life. The departure of the largest tenant was
offset by the execution of a new lease with HarbisonWalker
International (10.7%). Occupancy is expected to decline to 35% from
the current reported occupancy of 65% as of June 2024, with
coverage projected to fall short of servicing the debt as a result
of the departure.
Fitch's 'Bsf' rating case loss of 23.5% (prior to concentration
adjustments) reflects an elevated 10.25% cap rate, 25% stress to
the YE 2023 NOI and factors a higher probability of default to
account for the departure of major tenant, high availability and
term default risk.
The largest increase in loss expectations since the prior rating
action and the largest contributor to overall pool loss
expectations in the BBCMS 2020-C7 transaction is the Meridian One
Colorado loan, secured by a 140,416-sf office property located in
Englewood, CO.
This loan transferred to special servicing in July 2023 due to
imminent monetary default. Property performance has declined since
issuance due to multiple tenants vacating the property including
major tenant, Burns & McDonnell (67.5% of NRA), which failed to
renew its lease and vacated at lease expiration in June 2023. As of
March 2024, occupancy dropped to 16% from 100% at YE 2022 resulting
in negative cashflow reporting an NOI DSCR of -0.64x compared with
3.58x at YE 2022.
Fitch's 'Bsf' rating case loss of 77.0% (prior to concentration
adjustments) reflects the most recent appraisal, equating to a
value of $36.3 psf.
The second largest increase in loss expectations since the prior
rating action and the second largest contributor to overall pool
loss expectations in the BBCMS 2020-C7 transaction is The Arbors
loan (4.1%), secured by a 204,427-sf suburban office campus
consisting of three, two-story office buildings located in Thousand
Oaks, CA.
Property performance has declined with the June 2024 occupancy
dropping to 88% from 96% at YE 2023 primarily due to downsize of
major tenants, ZS Associates (12.1% of NRA) and Mercury Insurance
Services (9.0%). According to CoStar, 72,635 sf (35.5%) is listed
as available, 18,256 sf of which is from the space occupied by
Mercury Insurance Services with a lease expiration in September
2024.
Fitch's 'Bsf' rating case loss of 21.0% (prior to concentration
adjustments) reflects an elevated 10% cap rate, 20% stress to the
YE 2023 NOI and factors a higher probability of default due to the
occupancy decline, low debt coverage and high availability.
The third largest contributor to overall pool loss expectations in
the BBCMS 2020-C7 transaction is the One Stockton loan, secured by
a 16,987-sf single-tenant retail building located in San Francisco,
CA.
The loan transferred to special servicing in January 2024 due to
monetary default after the borrower ceased payments in November
2023. The property was formerly occupied by T-Mobile, on a lease
through November 2026, but the tenant has since terminated their
lease and the entirety of the space is vacant. The tenant was
required to pay a termination fee and outstanding balances as of
March 2024. A loan modification agreement is being finalized to
bring the loan current with funds from the termination agreement.
Fitch's 'Bsf' rating case loss of 32.2% (prior to concentration
adjustments) reflects a 50% stress to the YE 2023 NOI reflecting a
Fitch-stressed value of $24.8 million, approximately 77.7% below
the issuance appraisal, and factors a higher probability of default
due to the vacant property.
Changes in Credit Enhancement (CE): As of the October 2024
distribution date, the aggregate balances of the BBCMS 2020-C6 and
BBCMS 2020-C7 transactions have been reduced by 1.6% and 1.7%,
respectively, since issuance.
The BBCMS 2020-C6 transaction includes three loans (5.1% of the
pool) that have fully defeased and BBCMS 2020-C7 has four defeased
loans (1.7%). Cumulative interest shortfalls of $17,492 are
affecting the non-rated class NR-RR in BBCMS 2020-C6 and $581,945
is affecting the Fitch-rated class F and non-rated class G in BBCMS
2020-C7.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to senior 'AAAsf' rated classes are not expected due to
the position in the capital structure and expected continued
amortization and loan repayments, but may occur if deal-level
losses increase significantly and/or interest shortfalls occur or
are expected to occur.
Downgrades to junior 'AAAsf' rated classes with Negative Outlooks
are possible with continued performance deterioration of the FLOCs,
increased expected losses and limited to no improvement in class
CE, or if interest shortfalls occur.
Downgrades to classes rated in the 'AAsf' and 'Asf' categories
could occur should performance of the FLOCs, most notably Trinity
Multifamily Portfolio and 2000 Park Lane in BBCMS 2020-C6, and
Meridian One Colorado, The Arbors and Bronx Multifamily Portfolio
in BBCMS 2020-C7, deteriorate further or if more loans than
expected default at or prior to maturity.
Downgrades for the 'BBBsf', 'BBsf' and 'Bsf' categories are likely
with higher than expected losses from continued underperformance of
the FLOCs, particularly the aforementioned office loans with
deteriorating performance and with greater certainty of losses on
the specially serviced loans or other FLOCs.
Downgrades to distressed 'CCCsf' ratings would occur should
additional loans transfer to special servicing or default, as
losses are realized or become more certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to classes rated in the 'AAsf' and 'Asf' category may be
possible with significantly increased CE from paydowns and/or
defeasance, coupled with stable-to-improved pool-level loss
expectations and improved performance on the FLOCs. This includes
Trinity Multifamily Portfolio and 2000 Park Lane in BBCMS 2020-C6,
and Meridian One Colorado, The Arbors and Bronx Multifamily
Portfolio in BBCMS 2020-C7.
Upgrades to the 'BBBsf' category rated classes would be limited
based on sensitivity to concentrations or the potential for future
concentration. Classes would not be upgraded above 'AA+sf' if there
is likelihood for interest shortfalls.
Upgrades to the 'BBsf' and 'Bsf' category rated classes are not
likely until the later years in a transaction and only if the
performance of the remaining pool is stable, recoveries on the
FLOCs are better than expected and there is sufficient CE to the
classes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BENEFIT STREET XXXVI: Fitch Assigns BB+(EXP) Rating on E-1 Notes
----------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
Benefit Street Partners CLO XXXVI, Ltd.
Entity/Debt Rating
----------- ------
Benefit Street
Partners CLO
XXXVI, Ltd.
A-1 LT NR(EXP)sf Expected Rating
A-2 LT AAA(EXP)sf Expected Rating
B LT AA+(EXP)sf Expected Rating
C LT A+(EXP)sf Expected Rating
D-1 LT BBB(EXP)sf Expected Rating
D-2 LT BBB-(EXP)sf Expected Rating
E-1 LT BB+(EXP)sf Expected Rating
E-2 LT NR(EXP)sf Expected Rating
Subordinated LT NR(EXP)sf Expected Rating
Transaction Summary
Benefit Street Partners CLO XXXVI, Ltd. (the issuer) is an
arbitrage cash flow collateralized loan obligation (CLO) that will
be managed by Benefit Street Partners L.L.C. Net proceeds from the
issuance of the secured and subordinated notes will provide
financing on a portfolio of approximately $500 million of primarily
first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. Issuers rated in the 'B' rating category denote a highly
speculative credit quality; however, the notes benefit from
appropriate credit enhancement and standard CLO structural
features.
Asset Security (Positive): The indicative portfolio consists of 99%
first-lien senior secured loans and has a weighted average recovery
assumption of 75.9%. Fitch stressed the indicative portfolio by
assuming a higher portfolio concentration of assets with lower
recovery prospects and further reduced recovery assumptions for
higher rating stresses.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-2, between
'BB+sf' and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for
class C, between less than 'B-sf' and 'BB+sf' for class D-1,
between less than 'B-sf' and 'BB+sf' for class D-2, and between
less than 'B-sf' and 'BBsf' for class E-1.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-2 notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AA+sf' for class C, 'A+sf' for
class D-1, 'Asf' for class D-2, and 'BBB+sf' for class E-1.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Benefit Street
Partners CLO XXXVI, Ltd. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.
BLACK DIAMOND 2017-1: Moody's Ups Rating on $18MM D Notes to Ba3
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Black Diamond CLO 2017-1, Ltd.:
US$25M Class C Senior Secured Deferrable Floating Rate Notes,
Upgraded to Aa2 (sf); previously on May 6, 2024 Upgraded to A3
(sf)
US$18M Class D Secured Deferrable Floating Rate Notes, Upgraded to
Ba3 (sf); previously on Jul 29, 2020 Downgraded to B1 (sf)
Moody's have also affirmed the ratings on the following notes:
US$53.6M (Current outstanding amount US$33.4M) Class A-2-R Senior
Secured Floating Rate Notes, Affirmed Aaa (sf); previously on Sep
30, 2022 Upgraded to Aaa (sf)
US$8M Class B-1-R Senior Secured Deferrable Floating Rate Notes,
Affirmed Aaa (sf); previously on May 6, 2024 Upgraded to Aaa (sf)
US$16M Class B-2-R Senior Secured Deferrable Fixed Rate Notes,
Affirmed Aaa (sf); previously on May 6, 2024 Upgraded to Aaa (sf)
Black Diamond CLO 2017-1, Ltd., originally issued in May 2017 and
partially refinanced in October 2020 and July 2021, is a managed
cashflow CLO. The portfolio is managed by Black Diamond CLO 2017-1
Adviser, L.L.C. The notes are collateralized primarily by a
portfolio of broadly syndicated senior secured corporate loans. The
transaction's reinvestment period ended in July 2021.
RATINGS RATIONALE
The upgrades to the ratings on the Class C and D notes are due to
the significant deleveraging of the senior notes following
amortisation of the underlying portfolio since the last rating
action in May 2024.
Since the last rating action in May 2024 Class A-1a-R and Class
A-1b-R notes paid down collectively by approximately USD34.1
million (14%) and Class A-2-R started paying down by approximately
USD20.1 million (38%). The Class A-1a-R and Class A-1b-R notes have
now been fully repaid and their ratings have been subsequently
withdrawn.
As a result of the deleveraging, over-collateralisation (OC) has
increased across the capital structure. According to the trustee
report dated September 2024 [1] the Class A, Class B, Class C and
Class D OC ratios are reported at 234.4%, 166.9%, 128.4% and 110.2%
compared to May 2024 [2] levels of 189.7%, 149.0%, 121.7% and
107.6%, respectively. Moody's note that the October 2024 principal
payments are not reflected in the reported OC ratios.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The affirmations on the ratings on the Class A-2-R, Class B-1-R and
Class B-2-R notes are primarily a result of the expected losses on
the notes remaining consistent with their current rating levels,
after taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.
Key model inputs:
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD110.5 million
Defaulted Securities: USD4.4 million
Diversity Score: 40
Weighted Average Rating Factor (WARF): 2850
Weighted Average Life (WAL): 3.0 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.2%
Weighted Average Recovery Rate (WARR): 47.2%
Par haircut in OC tests and interest diversion test: None
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance" published in
October 2024. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assume that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
BMO 2024-5C7: Fitch Assigns Final 'B-sf' Rating on Class G-RR Certs
-------------------------------------------------------------------
Fitch Ratings has assigned final ratings and Rating Outlooks to BMO
2024-5C7 Mortgage Trust Commercial Mortgage Pass-Through
Certificates series 2024-5C7 as follows:
- $1,330,000 class A-1 'AAAsf'; Outlook Stable;
- $180,000,000 class A-2 'AAAsf'; Outlook Stable;
- $490,363,000 class A-3 'AAAsf'; Outlook Stable;
- $671,693,000a class X-A 'AAAsf'; Outlook Stable;
- $103,153,000 class A-S 'AAAsf'; Outlook Stable;
- $47,978,000 class B 'AA-sf'; Outlook Stable;
- $35,984,000 class C 'A-sf'; Outlook Stable;
- $187,115,000a class X-B 'A-sf'; Outlook Stable;
- $12,282,000b class D 'BBBsf'; Outlook Stable;
- $12,282,000ab class X-D 'BBBsf'; Outlook Stable;
- $17,704,000bc class E-RR 'BBB-sf'; Outlook Stable;
- $19,192,000bc class F-RR 'BB-sf'; Outlook Stable;
- $13,194,000bc class G-RR 'B-sf'; Outlook Stable.
Fitch does not rate the following class:
- $38,382,629bc class J-RR.
Notes:
(a) Notional amount and interest only.
(b) Privately placed and pursuant to Rule 144A.
(c) Classes E-RR, F-RR, G-RR and J-RR certificates comprise the
transaction's horizontal risk retention interest.
The ratings are based on information provided by the issuer as of
Sept. 30, 2024.
Transaction Summary
The certificates represent the beneficial ownership interest in the
trust, the primary assets of which are 35 fixed-rate, commercial
mortgage loans with an aggregate principal balance of $959,562,630
as of the cut-off date. The mortgage loans are secured by the
borrowers' fee interest in 74 commercial properties.
The loans were contributed to the trust by Bank of Montreal,
Starwood Mortgage Capital LLC, Citi Real Estate Funding Inc., UBS
AG, German American Capital Corporation, Societe Generale Financial
Corporation, Greystone Commercial Mortgage Capital LLC, and Goldman
Sachs Mortgage Company.
The master servicer is Midland Loan Services, a Division of PNC
Bank, National Association and the special servicer is Greystone
Servicing Company LLC. Computershare Trust Company, National
Association is the trustee and certificate administrator. The
certificates are expected to follow a sequential paydown
structure.
KEY RATING DRIVERS
Fitch Net Cash Flow: Fitch performed cash flow analyses on 30 loans
totaling 96.5 % of the pool by balance. Fitch's resulting net cash
flow (NCF) of $90.2 million represents a 14.2% decline from the
issuer's underwritten NCF of $105.1 million.
Higher Fitch Leverage: The transaction has higher Fitch leverage
than recent five-year multiborrower transactions. The pool's Fitch
weighted average (WA) trust loan-to-value ratio (LTV) of 100.3% is
higher than the 2024 YTD and 2023 multiborrower five-year averages
of 94.3% and 89.7%, respectively. The pool's Fitch NCF debt yield
(DY) of 9.4% is weaker than both the 2024 YTD and 2023 averages of
10.3% and 10.6%, respectively.
Multifamily Concentration: Multifamily properties represent the
largest concentration at 51.0% of the pool, which is materially
higher than the YTD 2024 and 2023 averages of 24.6% and 10.9%,
respectively. The second and third largest concentrations are
industrial (20.9%) and office (19.2%). Multifamily properties have
a lower average likelihood of default than industrial and office,
all else equal.
The pool's effective property type count of 2.90 is slightly worse
than the YTD 2024 and 2023 averages of 4.2% and 4.1. Pools with a
greater concentration by property type are at a greater risk of
losses, all else equal. Fitch, therefore, raises the overall losses
for pools with effective property type counts below five property
types.
Shorter-Duration Loans: Loans with five-year terms comprise 100% of
the pool, whereas Fitch-rated multiborrower transactions have
historically included mostly loans with 10-year terms. Fitch's
historical loan performance analysis shows that five-year loans
have a modestly lower probability of default (PD) than 10-year
loans, all else equal. This is mainly attributed to the shorter
window of exposure to potential adverse economic conditions. Fitch
considered its loan performance regression in its analysis of the
pool.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Declining cash flow decreases property value and capacity to meet
its debt service obligations. The table below indicates the
model-implied rating sensitivity to changes in one variable, Fitch
NCF:
- Original Rating: 'AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' / 'BBB-sf'
/ 'BB-sf' / 'B-sf';
- 10% NCF Decline: 'AAsf' / 'A-sf' / 'BBBsf' / 'BBB-sf' / 'BBsf' /
'B-sf' / '
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model-implied rating sensitivity to changes to in one variable,
Fitch NCF:
- Original Rating: 'AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' / 'BBB-sf'
/ 'BB-sf' / 'B-sf';
- 10% NCF Increase: 'AAAsf' / 'AAsf' / 'Asf' / 'A-sf' / 'BBBsf' /
'BBsf' /'B+sf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Ernst & Young LLP. The third-party due diligence
described in Form 15E focused on comparison and re-computation of
certain characteristics with respect to each of the mortgage loans.
Fitch considered this information in its analysis and it did not
have an effect on Fitch's analysis or conclusions.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BRAVO RESIDENTIAL 2024-NQM7: Fitch Gives B Rating on B-2 Notes
--------------------------------------------------------------
Fitch Ratings has assigned final ratings to BRAVO Residential
Funding Trust 2024-NQM7 (BRAVO 2024-NQM7).
Entity/Debt Rating Prior
----------- ------ -----
BRAVO 2024-NQM7
A-1A LT AAAsf New Rating AAA(EXP)sf
A-1B LT AAAsf New Rating AAA(EXP)sf
A-1 LT AAAsf New Rating AAA(EXP)sf
A-2 LT AAsf New Rating AA(EXP)sf
A-3 LT Asf New Rating A(EXP)sf
M-1 LT BBB-sf New Rating BBB-(EXP)sf
B-1 LT BBsf New Rating BB(EXP)sf
B-2 LT Bsf New Rating B(EXP)sf
B-3 LT NRsf New Rating NR(EXP)sf
XS LT NRsf New Rating NR(EXP)sf
FB LT NRsf New Rating NR(EXP)sf
SA LT NRsf New Rating NR(EXP)sf
R LT NRsf New Rating NR(EXP)sf
Transaction Summary
The BRAVO 2024-NQM7 notes are supported by 672 loans with a total
balance of approximately $340 million as of the cutoff date.
Approximately 36.4% of the loans in the pool were originated by
Citadel (dba Acra Lending Citadel), 15.8% by Deephaven Mortgage,
14.1% by Vista Point and the remainder by other originators.
Approximately 36.4% of the loans will be serviced by Citadel
Servicing Corporation (Citadel) and primarily subserviced by
ServiceMac, along with 47.8% by Shellpoint Mortgage Servicing
(Shellpoint) and 15.8% by Selene Finance LP.
Between the publishing of Fitch's expected ratings and the pricing
of the transaction, the coupons on the bonds were increased which
lowered the amount of excess cash flow available to cover losses.
With the diminished excess cash flow, all bonds fully pass their
respective rating cases with the exception of the class B2. The
class took a small writedown in one of the 18 cash flow timing
scenarios that Fitch used to test the adequacy of the credit
enhancement. Given the low probability of this particular stress
occurring and the immaterial amount of additional credit
enhancement needed to fully pass this stress (2bps), Fitch viewed
the writedown as immaterial to the rating and assigned a Bsf
rating.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch’s
updated view on sustainable home prices, Fitch sees home price
values of this pool as 10.5% above a long-term sustainable level,
versus 11.5% on a national level as of 1Q24, up 0.4% qoq. Housing
affordability is at its worst levels in decades, driven by both
high interest rates and elevated home prices. Home prices have
increased 5.9% yoy nationally as of May 2024, notwithstanding
modest regional declines, but are still being supported by limited
inventory.
Nonqualified Mortgage Credit Quality (Mixed): The collateral
consists of 672 loans totaling approximately $340 million and
seasoned at approximately three months in aggregate, as calculated
by Fitch (one month per the transaction documents). The borrowers
have a moderate credit profile, a 737 model FICO, a 42%
debt-to-income ratio (DTI), accounting for Fitch’s approach of
mapping debt service coverage ratio (DSCR) loans to DTI, and
moderate leverage of 80% for a sustainable loan-to-value ratio
(sLTV).
Of the pool, 67.3% of loans are treated as owner-occupied, while
32.7% are treated as an investor property or second home, including
loans to foreign nationals or loans where the residency status was
not confirmed. In addition, 10.8% of the loans were originated
through a retail channel. Of the loans, 63.2% are nonqualified
mortgages (non-QMs), 5.9% are Safe Harbor QM (SHQM) and 1.7% are
higher priced QM (HPQM), while the Ability to Repay (ATR)/Qualified
Mortgage rule is not applicable for the remaining portion.
Loan Documentation (Negative): Approximately 85.5% of the pool
loans were underwritten to less than full documentation, as
determined by Fitch, and 45.4% were underwritten to a 12-month or
24-month bank statement program for verifying income, which is not
consistent with Appendix Q standards and Fitch’s view of a full
documentation program.
A key distinction between this pool and legacy Alt-A loans is that
these loans adhere to underwriting and documentation standards
required under the Consumer Financial Protections Bureau’s (CFPB)
ATR, which reduces the risk of borrower default arising from lack
of affordability, misrepresentation or other operational quality
risks due to the rigors of the ATR mandates regarding underwriting
and documentation of a borrower’s ability to repay.
In addition, 18.9% of the loans are a DSCR product, while the
remainder comprise a mix of asset depletion, profit and loss
(P&L), 12-month or 24-month tax returns and written
verification of employment products. Separately, 2.4% of the loans
were originated to foreign nationals and 0.1% have unknown borrower
residency status.
Modified Sequential-Payment Structure (Mixed): The structure
distributes principal pro rata among the senior notes while
shutting out the subordinate bonds from principal until all senior
classes are reduced to zero. If a cumulative loss trigger event or
a delinquency trigger event occurs in a given period, principal
will be distributed sequentially to class A-1A, A-1B, A-2 and A-3
notes until they are reduced to zero.
The structure includes a step-up coupon feature whereby the fixed
interest rate for classes A-1A, A-1B, A-2 and A-3 will increase by
100bps, subject to the net weighted average coupon (WAC), after
four years. This reduces the modest excess spread available to
repay losses. Interest distribution amounts otherwise allocable to
the unrated class B-3, to the extent available, may be used to
reimburse any unpaid cap carryover amount for classes A-1A, A-1B,
A-2 and A-3, prior to the payment of any current interest and
interest carryover amounts due to the class B-3 notes on such
payment date. The class B-3 notes will not be reimbursed for any
amounts that were paid to the senior classes as cap carryover
amounts.
While Fitch has previously analyzed transactions using an interest
rate cut, this stress is not being applied for this transaction.
Given the lack of evidence of interest rate modifications being
used as a loss mitigation tactic, the application of the stress was
overly punitive. If this re-emerges as a common form of loss
mitigation or if certain structures are overly dependent on excess
interest, Fitch may apply additional sensitivities to test the
structure.
On or after the November 2028 payment date, the unrated class B-3
interest allocation will redirect toward the senior cap carryover
amount for as long as there is an unpaid cap carryover amount. This
increases the principal and interest (P&I) allocation for the
senior classes as long as class B-3 is not written down and helps
ensure payment of the 100bps step-up.
No P&I Advancing (Mixed): There will be no servicer advancing
of delinquent P&I. The lack of advancing reduces loss
severities, as a lower amount is repaid to the servicer when a loan
liquidates and liquidation proceeds are prioritized to cover
principal repayment over accrued but unpaid interest.
The downside to this is the additional stress on the structure, as
there is limited liquidity in the event of large and extended
delinquencies. The structure has enough internal liquidity through
the use of principal to pay interest, excess spread and credit
enhancement to pay timely interest to senior notes during stressed
delinquency and cash flow periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper market value declines (MVDs) at
the national level. The analysis assumes MVDs of 10.0%, 20.0% and
30.0% in addition to the model-projected 10% at the base case. The
analysis indicates that there is some potential for rating
migration with higher MVDs for all rated classes, compared with the
model projection. Specifically, a 10% additional decline in home
prices would lower all rated classes by one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated AAAsf, the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of AAAsf.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by multiple third-party review firms. The third-party due
diligence described in Form 15E focused on credit, compliance and
property valuation review. Fitch considered this information in its
analysis and, as a result, made the following adjustments to its
analysis:
- A 5% Probability of Default (PD) credit was applied at the loan
level for all loans graded either A or B
- Fitch lowered its loss expectations by approximately 51bps as a
result of the diligence review.
ESG Considerations
The highest level of ESG credit relevance is a score of 3, unless
otherwise disclosed in this section. A score of 3; means ESG issues
are credit-neutral or have only a minimal credit impact on the
entity, either due to their nature or the way in which they are
being managed by the entity. Fitch’s ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BRYANT PARK 2021-17R: S&P Assigns B- (sf) Rating on Cl. F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class X-R, A-1-R,
A-2-R, B-R, C-R, D-1-R, D-2-R, E-R, F-R replacement debt from
Bryant Park Funding 2021-17R Ltd./Bryant Park Funding 2021-17R
LLC's. This is a refinancing of its 2021 transaction, originally
Marathon CLO 2021-17 Ltd., which was not rated by S&P Global
Ratings.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Marathon Asset Management L.P.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Bryant Park Funding 2021-17R Ltd./
Bryant Park Funding 2021-17R LLC
Class X-R, $2.00 million: AAA (sf)
Class A-1-R, $267.75 million: AAA (sf)
Class A-2-R, $10.50 million: AAA (sf)
Class B-R, $44.75 million: AA (sf)
Class C-R (deferrable), $25.50 million: A (sf)
Class D-1-R (deferrable), $23.38 million: BBB (sf)
Class D-2-R (deferrable), $6.38 million: BBB- (sf)
Class E-R (deferrable), $12.75 million: BB- (sf)
Class F-R (deferrable), $2.75 million: B- (sf)
Subordinated notes, $40.80 million: Not rated
CARLYLE US 2021-1: Fitch Assigns BB-(EXP) Rating on Cl. D-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
the Carlyle US CLO 2021-1, Ltd. reset transaction.
Entity/Debt Rating
----------- ------
Carlyle US CLO
2021-1, Ltd.
A-1AR LT AAA(EXP)sf Expected Rating
A-1BR LT AAA(EXP)sf Expected Rating
A-2R LT AA(EXP)sf Expected Rating
B-R LT A(EXP)sf Expected Rating
C-1R LT BBB(EXP)sf Expected Rating
C-2R LT BBB-(EXP)sf Expected Rating
D-R LT BB-(EXP)sf Expected Rating
Subordinated Notes LT NR(EXP)sf Expected Rating
Transaction Summary
Carlyle US CLO 2021-1, Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
Carlyle CLO Management L.L.C. that originally closed in March 2021.
This is the first refinancing for this transaction, whereby the
existing notes will be refinanced in whole on Nov. 6, 2024. Net
proceeds from the issuance of the secured and subordinated notes
will provide financing on a portfolio of approximately $600 million
of primarily first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.92, versus a maximum covenant, in accordance with
the initial expected matrix point of 26. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
94.93% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 72.57% versus a
minimum covenant, in accordance with the initial expected matrix
point of 71.95%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 44.5% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.2-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio and matrices
analysis is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1AR, between
'BBB+sf' and 'AA+sf' for class A-1BR, between 'BB+sf' and 'A+sf'
for class A-2R, between 'B+sf' and 'BBB+sf' for class B-R, between
less than 'B-sf' and 'BB+sf' for class C-1R, between less than
'B-sf' and 'BB+sf' for class C-2R, and between less than 'B-sf' and
'B+sf' for class D-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1AR and class
A-1BR notes as these notes are in the highest rating category of
'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class A-2R, 'AA+sf' for class B-R, 'A+sf'
for class C-1R, 'Asf' for class C-2R, and 'BBB+sf' for class D-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Carlyle US CLO
2021-1, Ltd. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.
CITIGROUP 2020-GC46: Fitch Lowers Rating GRR Debt to CCCsf
----------------------------------------------------------
Fitch Ratings has downgraded five and affirmed 11 classes of
Citigroup Commercial Mortgage Trust series 2020-GC46 commercial
mortgage pass-through certificates (CGCMT 2020-GC46). The Rating
Outlooks for classes A-S, B, C, D, X-A, and X-B were revised to
Negative from Stable. Classes E, F, X-D, and X-F were assigned a
Negative Outlook following their downgrades.
Fitch has also affirmed 16 classes of GS Mortgage Securities Trust
2020-GC45 commercial mortgage pass-through certificates (GSMS
2020-GC45). The Rating Outlook for class GRR was revised to
Negative from Stable.
Entity/Debt Rating Prior
----------- ------ -----
Citigroup Commercial
Mortgage Trust
2020-GC46
A-1 17328RAW9 LT AAAsf Affirmed AAAsf
A-2 17328RAX7 LT AAAsf Affirmed AAAsf
A-4 17328RAY5 LT AAAsf Affirmed AAAsf
A-5 17328RAZ2 LT AAAsf Affirmed AAAsf
A-AB 17328RBA6 LT AAAsf Affirmed AAAsf
A-S 17328RBB4 LT AAAsf Affirmed AAAsf
B 17328RBC2 LT AA-sf Affirmed AA-sf
C 17328RBD0 LT A-sf Affirmed A-sf
D 17328RAG4 LT BBBsf Affirmed BBBsf
E 17328RAJ8 LT BBsf Downgrade BBB-sf
F 17328RAL3 LT Bsf Downgrade BB-sf
GRR 17328RAN9 LT CCCsf Downgrade B-sf
X-A 17328RBE8 LT AAAsf Affirmed AAAsf
X-B 17328RAA7 LT A-sf Affirmed A-sf
X-D 17328RAC3 LT BBsf Downgrade BBB-sf
X-F 17328RAE9 LT Bsf Downgrade BB-sf
GSMS 2020-GC45
A-1 36258YBC1 LT AAAsf Affirmed AAAsf
A-2 36258YBD9 LT AAAsf Affirmed AAAsf
A-3 36258YBE7 LT AAAsf Affirmed AAAsf
A-4 36258YBF4 LT AAAsf Affirmed AAAsf
A-5 36258YBG2 LT AAAsf Affirmed AAAsf
A-AB 36258YBH0 LT AAAsf Affirmed AAAsf
A-S 36258YBL1 LT AAAsf Affirmed AAAsf
B 36258YBM9 LT AA-sf Affirmed AA-sf
C 36258YBN7 LT A-sf Affirmed A-sf
D 36258YAA6 LT BBBsf Affirmed BBBsf
E 36258YAE8 LT BBB-sf Affirmed BBB-sf
FRR 36258YAG3 LT BB-sf Affirmed BB-sf
GRR 36258YAJ7 LT B-sf Affirmed B-sf
X-A 36258YBJ6 LT AAAsf Affirmed AAAsf
X-B 36258YBK3 LT AA-sf Affirmed AA-sf
X-D 36258YAC2 LT BBB-sf Affirmed BBB-sf
KEY RATING DRIVERS
Performance and 'B' Loss Expectations: Transaction-level 'Bsf'
rating case losses are 4.2% in CGCMT 2020-GC46 and 2.9% in GSMS
2020-GC45. The CGCMT 2020-GC46 transaction has five loans (21.8% of
the pool) that have been identified as Fitch Loans of Concern
(FLOCs), including one loan (2.3%) in special servicing. The GSMS
2020-GC45 transaction has 10 FLOCs (18.6%), including one loan
(2.9%) in special servicing.
Downgrades in the CGCMT 2020-GC46 transaction reflect increased
pool loss expectations since the prior rating action, driven
primarily by the declining performance of 805 Third Avenue (3.7%).
The Negative Outlooks reflect the high exposure to office loans
(33.3% of the pool) and the potential for downgrades if the
performance of the FLOCs, particularly 805 Third Avenue, 650
Madison Avenue (9.6%) and 333 East Wetmore Road (1.3%), do not
stabilize.
The affirmations in GSMS 2020-GC45 reflect the relatively stable
pool performance since the prior rating action. The Negative
Outlook reflects the high office concentration (27.3%), notably
concerns with underperforming office loans, including 650 Madison
Avenue (3.8%), 90 North Campus (3.8%) and The Lincoln (2.7%).
Largest Contributors to Loss: The largest increase in loss
expectations since the prior rating action and the largest
contributor to overall pool loss expectations in the CGCMT
2020-GC46 transaction is 805 Third Avenue (3.7%), which is secured
by a 596,100-sf office property located in the Grand Central
submarket of Manhattan. The largest tenant, Meredith Corporation
(35.7% of NRA; lease expiry in December 2026), subleases the
majority of its space. The largest subleased tenants are Kroll Bond
Rating Agency, NewsMax, and Gen II Fund Services, LLC. Other major
tenants in the building include NewsMax Media (4%; December 2026)
and Extell Development Company (4%; March 2028).
Occupancy at the property has declined to 57.1% as of the June 2024
rent roll from 62% at YE 2022, 83% at YE 2021 and 92% at Issuance.
The servicer-reported NOI DSCR as of YE 2023 has fallen to 1.01x
from 1.26x as of YE 2022, and 1.90x as of YE 2021.
Fitch's updated NCF of $9.1 million is 42.7% below Fitch's issuance
NCF of $15.9 million due to a significant decline in occupancy and
weaker submarket fundamentals.
Fitch's updated NCF incorporates leases-in-place as of the June
2024 rent roll and assumed a gross up rent of $60 psf to achieve a
stabilized occupancy of 72%. The stabilized occupancy assumption is
below the Plaza District submarket of 86% due to inferior property
quality, lower historical occupancy and also factors in the
upcoming 35.7% rollover of Meredith Corporation. In-place rents at
the property of approximately $55 psf are well-below submarket
rents of $93 psf. Fitch also assumed expenses are relatively in
line with the most recent servicer-reporting.
Fitch applied a 9% cap rate in its analysis, consistent with
comparable class B properties and given the current performance,
reflecting an increase from 7.50% at issuance. The loan is no
longer considered an investment grade credit opinion. Fitch's 'Bsf'
rating case loss (prior to concentration add-on) is 30.8%.
The largest contributor to overall pool loss expectations in the
GSMS 2020-GC45 transaction is 90 North Campus (3.8%), which is
secured by a 262,858-sf office property located in Bellevue, WA.
The property is occupied by two tenants, T-Mobile USA (64.3% of
NRA, BBB+/Stable; exp Nov and Dec 2029) and Mindtree (35.7%; Aug
2029). In 2024, T-Mobile vacated building 1 which consists of 35.8%
of the total NRA. Economic occupancy remains at 100% but physical
occupancy is 64.2% as of June 2024. The servicer reported NOI DSCR
as YE 2023 was 2.75x compared to 2.62x at YE 2022 and 2.59x at YE
2021.
Fitch's 'Bsf' rating case loss (prior to concentration add-on) of
7% is based on a 9.5% cap rate to the Fitch issuance cashflow,
reflective of Fitch's view of sustainable performance, and remains
33% below the YE 2023 NCF.
The second largest contributor to overall pool loss expectations in
the GSMS 2020-GC45 transaction is The Lincoln (2.7%), which is
secured by a 99,758 sf office property located in Columbus, OH. As
of March 2024, the occupancy dropped to 69.6% due to Accenture
(30.4%; A+/Stable; March 2029) vacating but they continue to pay
rent. The servicer reported NOI DSCR as YE 2023 was 1.35x compared
to 1.54x at YE 2022 and 1.36x at YE 2021.
Fitch's 'Bsf' rating case loss (prior to concentration add-on) of
9.6% is based on a 10% cap rate and a 20% stress to the YE 2022
NOI.
Minimal Changes in Credit Enhancement (CE): As of the October 2024
distribution date, the aggregate balances of the CGCMT 2020-GC46
and GSMS 2020-GC45 transactions have been reduced by 1.5% and 1.6%,
respectively, since issuance.
The CGCMT 2020-GC46 transaction includes three loans (1.2% of the
pool) that have fully defeased and GSMS 2020-GC45 has two defeased
loans (4.3%). Cumulative interest shortfalls of $355,171 are
affecting the non-rated class J-RR in CGCMT 2020-GC46 and $3,762 is
affecting the non-rated class H-RR in GSMS 2020-GC45.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downgrades to 'AAAsf' and 'AAsf' category rated classes could
occur if deal-level expected losses increase significantly;
downgrades to 'AAAsf' rated classes if interest shortfalls occur.
- Downgrades to classes rated in the 'Asf' and 'BBBsf' categories
could occur if deal-level losses increase significantly from
outsized losses on larger FLOCs and/or more loans than expected
experience performance deterioration and/or default at or prior to
maturity. Of particular concern in the CGCMT 2020-GC46 transaction
are the 805 Third Avenue, 650 Madison Avenue and 333 East Wetmore
Road FLOCs. Of particular concern in the GSMS 2020-GC45 transaction
are the 650 Madison Avenue, 90 North Campus and The Lincoln FLOCs.
- Downgrades to in the 'BBsf' and 'Bsf' categories are possible
with higher than expected losses from continued underperformance of
the FLOCs and/or lack of resolution and increased exposure on the
specially serviced loan.
- Downgrades to 'CCCsf' and rated class would occur should
additional loans transfer to special servicing and/or default, or
as losses become realized or more certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Upgrades to classes rated in the 'AAsf' and 'Asf' categories may
be possible with significantly increased CE from paydowns and/or
defeasance, coupled with stable-to-improved pool-level loss
expectations and improved performance on the FLOCs such as 805
Third Avenue, 650 Madison Avenue and 333 East Wetmore Road in CGCMT
2020-GC46 and 650 Madison Avenue, 90 North Campus and The Lincoln
FLOCs in GSMS 2020-GC45.
- Upgrades to the 'BBBsf' category rated classes would be limited
based on sensitivity to concentrations or the potential for future
concentration. Classes would not be upgraded above 'AA+sf' if there
is likelihood for interest shortfalls.
- Upgrades to the 'BBsf' and 'Bsf' category rated classes are not
likely until the later years in a transaction and only if the
performance of the remaining pool is stable, recoveries on the
FLOCs are better than expected and there is sufficient CE to the
classes.
- Upgrades to the distressed rating is not expected but would be
possible with better than expected recoveries on specially serviced
loans or significantly higher values on FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
DEEPHAVEN RESIDENTIAL 2024-1: S&P Assigns 'B+' Rating on B-2 Notes
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to Deephaven Residential
Mortgage Trust 2024-1's mortgage-backed pass-through notes series
2024-1.
The note issuance is an RMBS transaction backed by first-lien,
fixed- and adjustable-rate mortgage loans secured by single-family
residences, planned-unit developments, condominiums, and two- to
four-family homes. The pool consists of 1,330 loans that are
non-qualified mortgage loans and ability-to-repay exempt loans.
S&P said, "After we assigned preliminary ratings on Oct. 28, 2024,
the bond sizes were updated. The resized bonds reflect a higher or
unchanged credit enhancement for all rated classes. After analyzing
the updated bond structure, we assigned final ratings that are
unchanged from the preliminary ratings we assigned for all
classes."
The ratings reflect S&P's view of:
-- The pool's collateral composition;
-- The credit enhancement provided for this transaction;
-- The transaction's associated structural mechanics;
-- The mortgage originator and aggregator, Deephaven Mortgage
LLC;
-- The transaction's representation and warranty framework;
-- The geographic concentration;
-- The 100% due diligence results consistent with represented loan
characteristics; and
One key change in our baseline forecast since June, which is an
acceleration in the pace of monetary policy easing. We anticipate
the Federal Reserve will deliver two more rate cuts of 25 basis
points (bps) this year and a total of 225 bps of rate cuts by
year-end 2025--an increase of 75 bps from our prior forecast. We
continue to expect real GDP growth to slow from above-trend growth
this year to below-trend growth in 2025, accompanied by a further
rise in the unemployment rate and lower inflation. However, our
probability of a recession starting over the next 12 months remains
unchanged at 25%. With personal consumption still healthy for now,
near-term recession fears appear overblown. Therefore, we maintain
our current market outlook as it relates to the 'B' projected
archetypal foreclosure frequency of 2.50%. This reflects our benign
view of the mortgage and housing markets, as demonstrated through
general national-level home price behavior, unemployment rates,
mortgage performance, and underwriting.
Ratings Assigned
Deephaven Residential Mortgage Trust 2024-1
Class A-1, $334,990,000: AAA (sf)
Class A-1A, $283,533,000: AAA (sf)
Class A-1B, $51,457,000: AAA (sf)
Class A-2, $41,167,000: AA (sf)
Class A-3, $62,521,000: A (sf)
Class M-1, $25,729,000: BBB (sf)
Class B-1, $23,156,000: BB (sf)
Class B-2, $12,865,000: B+ (sf)
Class B-3, $14,151,000: NR
Class A-IO-S, Notional(i): NR
Class XS, Notional(i): NR
Class R: NR
(i)Notional amount equals the loans' aggregate stated principal
balance.
NR--Not rated.
DRYDEN 121: S&P Assigns Prelim BB- (sf) Rating on Class E Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Dryden 121
CLO Ltd./Dryden 121 CLO LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by PGIM Inc.
The preliminary ratings are based on information as of Nov. 4,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
Dryden 121 CLO Ltd./Dryden 121 CLO LLC
Class A-1, $369.00 million: AAA (sf)
Class A-2, $33.00 million: Not rated
Class B, $54.00 million: AA (sf)
Class C (deferrable), $36.00 million: A (sf)
Class D-1 (deferrable), $36.00 million: BBB- (sf)
Class D-2 (deferrable), $6.00 million: BBB- (sf)
Class E (deferrable), $18.00 million: BB- (sf)
Subordinated notes, $53.34 million: Not rated
ELMWOOD CLO II: S&P Assigns Prelim B-(sf) Rating on Cl. F-RR Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the
replacement class A-1-RR, A-2-RR, B-RR, C-RR, D-1-RR, D-2-RR, E-RR,
and F-RR debt and new class X debt from Elmwood CLO II Ltd./Elmwood
CLO II LLC, a CLO originally issued in 2019 and refinanced in April
2021 that is managed by Elmwood Asset Management LLC.
The preliminary ratings are based on information as of Nov. 4,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Nov. 8, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the original debt. At that
time, we expect to withdraw our ratings on the original debt and
assign ratings to the replacement debt. However, if the refinancing
doesn't occur, we may affirm our ratings on the original debt and
withdraw our preliminary ratings on the replacement debt.
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The replacement class B-RR, C-RR, E-RR, and F-RR debt is
expected to be issued at a lower spread over three-month SOFR than
the original debt.
-- The original class A-R debt is being replaced by two new
floating-rate classes: A-1-RR and A-2-RR. The class A-1-RR debt
will be senior to the class A-2-RR debt.
-- The original class D-R debt is being replaced by two new
floating-rate classes: D-1-RR and D-2-RR. The class D-1-RR debt
will be senior to the class D-2-RR debt.
-- The stated maturity and reinvestment period will be extended
three years.
-- Class X debt will be issued in connection with this
refinancing. These notes are expected to be paid down using
interest proceeds during the first eight payment dates beginning
with the payment date in period one.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
Elmwood CLO II Ltd./Elmwood CLO II LLC
Class X, $3.00 million: AAA (sf)
Class A-1-RR, $610.00 million: AAA (sf)
Class A-2-RR, $25.00 million: AAA (sf)
Class B-RR, $125.00 million: AA (sf)
Class C-RR (deferrable), $60.00 million: A (sf)
Class D-1-RR (deferrable), $60.00 million: BBB- (sf)
Class D-2-RR (deferrable), $5 million: BBB- (sf)
Class E-RR (deferrable), $32.50 million: BB- (sf)
Class F-RR (deferrable), $12.50 million: B- (sf)
Other Debt
Elmwood CLO II Ltd./Elmwood CLO II LLC
Subordinated notes, $86.00 million: Not rated
FS RIALTO 2024-FL9: Fitch Assigns 'B-sf' Rating on Three Tranches
-----------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to FS Rialto
2024-FL9 Issuer, LLC as follows:
- $480,759,000c class A 'AAAsf'; Outlook Stable;
- $120,190,000c class A-S 'AAAsf'; Outlook Stable;
- $57,948,000c class B 'AA-sf'; Outlook Stable;
- $45,072,000c class C 'A-sf'; Outlook Stable;
- $28,974,000c class D 'BBBsf'; Outlook Stable;
- $13,951,000c class E 'BBB-sf'; Outlook Stable;
- $30,047,000ad class F 'BB-sf'; Outlook Stable;
- $0ad class F-E 'BB-sf'; Outlook Stable;
- $0abd class F-X 'BB-sf'; Outlook Stable;
- $20,389,000ad class G 'B-sf'; Outlook Stable;
- $0ad class G-E 'B-sf'; Outlook Stable;
- $0abd class G-X 'B-sf'; Outlook Stable.
The following class is not rated by Fitch:
- $61,169,007d class H.
(a) Exchangeable Notes. The class F and class G notes are
exchangeable notes. Each class of exchangeable notes may be
exchanged for the corresponding classes of exchangeable notes, and
vice versa. The dollar denomination of each of the received classes
of certificates must be equal to the dollar denomination of each of
the surrendered classes of certificates.
(b) Notional amount and interest only (IO).
(c) Privately placed and pursuant to Rule 144A.
(d) Horizontal risk retention interest, totaling 13.000% of the
notional amount of the notes.
The approximate collateral interest balance as of the cutoff date
is $858,499,007 and does not include future funding.
The ratings are based on information provided by the issuer as of
Oct. 21, 2024.
Transaction Summary
The notes represent the beneficial ownership interest in the trust,
primary assets of which are 17 loans secured by 62 commercial
properties having an aggregate principal balance of $858,499,007 as
of the cut-off date. The loans were contributed to the trust by FS
CREIT Finance Holdings LLC, a wholly-owned subsidiary of FS Credit
REIT.
The servicer is Situs Asset Management LLC, and the special
servicer is Rialto Capital Advisors, LLC. The trustee is Wilmington
Trust, National Association, and the note administrator is
Computershare Trust Company, N.A. The notes will follow a
sequential paydown structure.
Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 65.4% of the loans by
balance, and cash flow analysis and asset summary reviews on 100%
of the pool.
KEY RATING DRIVERS
Fitch Net Cash Flow: Fitch performed a detailed cash flow analysis
on all loans in the pool. Fitch's resulting aggregate net cash flow
(NCF) of $57.6 million represents an 11.57% decline from the
issuer's aggregate underwritten NCF of $65.2 million, excluding
loans for which Fitch utilized an alternate value analysis.
Aggregate cash flows include only the pro-rated trust portion of
any pari passu loan.
Lower Leverage: The pool has lower leverage compared to recent CRE
CLO transactions rated by Fitch. The pool's Fitch loan-to-value
(LTV) ratio of 122.4% is better than both the 2024 YTD and 2023 CRE
CLO averages of 143.9% and 171.2%, respectively. The pool's Fitch
NCF debt yield (DY) of 7.6% is better than both the 2024 YTD and
2023 CRE CLO averages of 6.3% and 5.6%, respectively.
Average Pool Concentration: The pool concentration is in line with
recently rated Fitch CRE CLO transactions. The top 10 loans make up
73.7% of the pool, which is higher than both the 2024 YTD CRE CLO
average of 70.6%, and the 2023 CRE CLO average of 62.5%. Fitch
measures loan concentration risk with an effective loan count,
which accounts for both the number and size of loans in the pool.
The pool's effective loan count is 17.9. Fitch views diversity as a
key mitigant to idiosyncratic risk. Fitch raises the overall loss
for pools with effective loan counts below 40.
No Amortization: The pool 100% comprises IO loans. This is worse
than both the 2024 YTD and 2023 CRE CLO averages of 55.2% and
35.3%, respectively, based on fully extended loan terms. As a
result, the pool is expected to have zero principal paydown by
maturity of the loans. By comparison, the average scheduled
paydowns for Fitch-rated U.S. CRE CLO transactions during 2024 YTD
and 2023 were 0.6% and 1.7%, respectively.
Seasoned Loans: The pool contains more seasoned loans than recently
rated Fitch CRE CLO transactions. The pool's weighted average
seasoning of 16.0 months is higher than both the 2024 YTD and 2023
CRE CLO averages of 8.9 months and 9.8 months, respectively.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Declining cash flow decreases property value and capacity to meet
its debt service obligations. The table below indicates the
model-implied rating sensitivity to changes in one variable, Fitch
NCF:
- Original Rating: 'AAAsf' / AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' /
'BBB-sf' / 'BB-sf' / 'B-sf';
- 10% NCF Decline: 'AAAsf' / 'AAsf' / 'Asf' / 'BBBsf' / 'BB+sf' /
'BBsf' / 'Bsf' / 'CCCsf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model-implied rating sensitivity to changes to in one variable,
Fitch NCF:
- Original Rating: 'AAAsf' / AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' /
'BBB-sf' / 'BB-sf' / 'B-sf';
- 10% NCF Increase: 'AAAsf' / 'AAAsf' / 'AAsf' / 'Asf' / 'BBB+sf' /
'BBBsf' / 'BBsf' / 'Bsf'.
SUMMARY OF FINANCIAL ADJUSTMENTS
Cash Flow Modeling
This transaction utilizes note protection tests to provide
additional credit enhancement (CE) to the investment-grade
noteholders, if needed. The note protection tests comprise an
interest coverage test and a par value test at the 'BBB-' level
(class E) in the capital structure. Should either of these metrics
fall below a minimum requirement then interest payments to the
retained notes are diverted to pay down the senior most notes. This
diversion of interest payments continues until the note protection
tests are back above their minimums.
As a result of this structural feature, Fitch's analysis of the
transaction included an evaluation of the liabilities structure
under different stress scenarios. To undertake this evaluation,
Fitch used the cash flow modeling referenced in the Fitch criteria
"U.S. and Canadian Multiborrower CMBS Rating Criteria". Different
scenarios were run where asset default timing distributions and
recovery timing assumptions were stressed.
Key inputs, including Rating Default Rate (RDR) and Recovery Rating
Rate (RRR), were based on the CMBS multiborrower model output in
combination with CMBS analytical insight. The cash flow modeling
results showed that the default rates in the stressed scenarios did
not exceed the available CE in any stressed scenario.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by PricewaterhouseCoopers LLP. The third-party due
diligence described in Form 15E focused on a comparison and
re-computation of certain characteristics with respect to each of
the mortgage loans. Fitch considered this information in its
analysis and it did not have an effect on Fitch's analysis or
conclusions.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
GALLATIN XI 2024-1: Fitch Assigns 'BB-sf' Rating on Class E Notes
-----------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Gallatin
CLO XI 2024-1, Ltd.
Entity/Debt Rating
----------- ------
Gallatin CLO XI
2024-1, Ltd.
A-1 LT NRsf New Rating
A-J LT AAAsf New Rating
B LT AAsf New Rating
C LT Asf New Rating
D-1 LT BBBsf New Rating
D-J LT BBB-sf New Rating
E LT BB-sf New Rating
Subordinated Notes LT NRsf New Rating
Transaction Summary
Gallatin CLO XI 2024-1, Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
Aquarian Credit Partners LLC. Net proceeds from the issuance of the
secured and subordinated notes will provide financing on a
portfolio of approximately $400 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 24.3, versus a maximum covenant, in accordance with
the initial expected matrix point of 25.0. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
97.44% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.97% versus a
minimum covenant, in accordance with the initial expected matrix
point of 71.6%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 42.5% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The Weighted Average Life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-J, between
'BB+sf' and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for
class C, between less than 'B-sf' and 'BBB-sf' for class D-1,
between less than 'B-sf' and 'BB+sf' for class D-J, and between
less than 'B-sf' and 'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-J notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AAsf' for class C, 'A+sf' for
class D-1, 'Asf' for class D-J, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assesses the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Gallatin CLO XI
2024-1, Ltd. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
program, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.
GOLDENTREE LOAN 22: Fitch Assigns 'B-sf' Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to
GoldenTree Loan Management US CLO 22, Ltd.
Entity/Debt Rating Prior
----------- ------ -----
GoldenTree Loan
Management US
CLO 22, Ltd.
A LT NRsf New Rating NR(EXP)sf
A-J LT AAAsf New Rating AAA(EXP)sf
B LT AAsf New Rating AA(EXP)sf
C LT Asf New Rating A(EXP)sf
D LT BBB-sf New Rating BBB-(EXP)sf
D-J LT BBB-sf New Rating BBB-(EXP)sf
E LT BB-sf New Rating BB-(EXP)sf
F LT B-sf New Rating B-(EXP)sf
Subordinated LT NRsf New Rating NR(EXP)sf
X LT NRsf New Rating NR(EXP)sf
Transaction Summary
GoldenTree Loan Management US CLO 22, Ltd. (the issuer) is an
arbitrage cash flow collateralized loan obligation (CLO) that will
be managed by GLM III, LP. Net proceeds from the issuance of the
secured and subordinated notes will provide financing on a
portfolio of approximately $600 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.74, versus a maximum covenant, in accordance with
the initial expected matrix point of 25. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
99.74% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 76.4% versus a
minimum covenant, in accordance with the initial expected matrix
point of 73.5%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 44.5% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. This reduction in WAL does not apply
if it would reduce the WAL used for the Fitch's stress portfolio to
less than six years. In Fitch's opinion, these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-J, between
'BB+sf' and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for
class C, between less than 'B-sf' and 'BB+sf' for class D, between
less than 'B-sf' and 'BB+sf' for class D-J, between less than
'B-sf' and 'BB-sf' for class E, and between less than 'B-sf' and
B+sf' for class F.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-J notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AAsf' for class C, 'A+sf' for
class D, 'A-sf' for class D-J, 'BBB+sf' for class E, and 'BB+sf'
for class F.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG DISCLOSURES
Fitch does not provide ESG relevance scores for GoldenTree Loan
Management US CLO 22, Ltd. In cases where Fitch does not provide
ESG relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.
Date of Relevant Committee
October 24, 2024
GOLDENTREE LOAN 8: S&P Affirms B- (sf) Rating on Class F-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-RR, B-RR,
C-RR, D-RR, and E-RR replacement debt from GoldenTree Loan
Management US CLO 8 Ltd./GoldenTree Loan Management US CLO 8 LLC, a
CLO managed by GoldenTree Loan Management II L.P. that was
originally issued in August 2020 and underwent a refinancing in
September 2021. At the same time, S&P withdrew its ratings on the
class A-R, B-R, C-R, D-R, and E-R debt following payment in full on
the Oct. 31, 2024, refinancing date. S&P also affirmed its rating
on the class F-R debt, which was not refinanced, and its withdrew
its rating on the class X-R debt, which was paid down in full on
the Oct. 20, 2024, payment date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture, the non-call period for the replacement
debt was set to Oct. 31, 2025, and redemption procedures were added
in the event of a failed or delayed portfolio liquidation.
Replacement And Original Debt Issuances
Replacement debt
-- Class A-RR, $330.00 million: Three-month CME term SOFR + 1.15%
-- Class B-RR, $68.10 million: Three-month CME term SOFR + 1.55%
-- Class C-RR (deferrable), $31.40 million: Three-month CME term
SOFR + 1.85%
-- Class D-RR (deferrable), $31.40 million: Three-month CME term
SOFR + 2.90%
-- Class E-RR (deferrable), $19.70 million: Three-month CME term
SOFR + 5.75%
September 2021 debt
-- Class A-R, $330.00 million: Three-month CME term SOFR + 1.15% +
CSA(i)
-- Class B-R, $68.10 million: Three-month CME term SOFR + 1.60% +
CSA(i)
-- Class C-R (deferrable), $31.40 million: Three-month CME term
SOFR + 2.00% + CSA(i)
-- Class D-R (deferrable), $31.40 million: Three-month CME term
SOFR + 3.10% + CSA(i)
-- Class E-R (deferrable), $19.70 million: Three-month CME term
SOFR + 6.15% + CSA(i)
(i)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"On a standalone basis, the results of the cash flow analysis
indicated a lower rating on the class F-R debt, which was not
refinanced. Given the overall credit quality of the portfolio and
the passing coverage tests, we affirmed our 'B- (sf)' rating on the
class F-R debt.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
GoldenTree Loan Management US CLO 8 Ltd./
GoldenTree Loan Management US CLO 8 LLC
Class A-RR, $330.00 million: AAA (sf)
Class B-RR, $68.10 million: AA (sf)
Class C-RR (deferrable), $31.40 million: A (sf)
Class D-RR (deferrable), $31.40 million: BBB- (sf)
Class E-RR (deferrable), $19.70 million: BB- (sf)
Ratings Withdrawn
GoldenTree Loan Management US CLO 8 Ltd./
GoldenTree Loan Management US CLO 8 LLC
Class X-R to NR from 'AAA (sf)'
Class A-R to NR from 'AAA (sf)'
Class B-R to NR from 'AA (sf)'
Class C-R to NR from 'A (sf)'
Class D-R to NR from 'BBB- (sf)'
Class E-R to NR from 'BB- (sf)'
Rating Affirmed
GoldenTree Loan Management US CLO 8 Ltd./
GoldenTree Loan Management US CLO 8 LLC
Class F-R: B- (sf)
Other Debt
GoldenTree Loan Management US CLO 8 Ltd./
GoldenTree Loan Management US CLO 8 LLC
Subordinated notes, $21.35 million: NR
GS MORTGAGE 2017-GS5: Fitch Lowers Rating on Two Tranches to 'B-sf'
-------------------------------------------------------------------
Fitch Ratings has downgraded eight and affirmed five classes of GS
Mortgage Securities Trust 2017-GS5 (GSMS 2017-GS5). Fitch has also
assigned Negative Outlooks to eight classes following their
downgrades. The Rating Outlooks remain Stable for three of the
affirmed classes.
Fitch has also downgraded three and affirmed 14 classes of COMM
2019-GC44 Mortgage Trust commercial mortgage pass-through
certificates. Fitch has assigned Negative Outlooks to two classes
following their downgrades and revised the Outlook to Negative from
Stable on eight of the affirmed classes. The Rating Outlooks remain
Stable for six of the affirmed classes.
Entity/Debt Rating Prior
----------- ------ -----
COMM 2019-GC44
A-1 12655TBG3 LT AAAsf Affirmed AAAsf
A-2 12655TBH1 LT AAAsf Affirmed AAAsf
A-3 12655TBK4 LT AAAsf Affirmed AAAsf
A-4 12655TBL2 LT AAAsf Affirmed AAAsf
A-5 12655TBM0 LT AAAsf Affirmed AAAsf
A-M 12655TBP3 LT AAAsf Affirmed AAAsf
A-SB 12655TBJ7 LT AAAsf Affirmed AAAsf
B 12655TBQ1 LT AA-sf Affirmed AA-sf
C 12655TBR9 LT A-sf Affirmed A-sf
D 12655TAG4 LT BBBsf Affirmed BBBsf
E 12655TAJ8 LT BBB-sf Affirmed BBB-sf
F 12655TAL3 LT B-sf Downgrade BB-sf
G-RR 12655TAN9 LT CCCsf Downgrade B-sf
X-A 12655TBN8 LT AAAsf Affirmed AAAsf
X-B 12655TAA7 LT AA-sf Affirmed AA-sf
X-D 12655TAC3 LT BBB-sf Affirmed BBB-sf
X-F 12655TAE9 LT B-sf Downgrade BB-sf
GS Mortgage
Securities Trust
2017-GS5
A-3 36252HAC5 LT AAAsf Affirmed AAAsf
A-4 36252HAD3 LT AAAsf Affirmed AAAsf
A-AB 36252HAE1 LT AAAsf Affirmed AAAsf
A-S 36252HAH4 LT AA-sf Downgrade AAAsf
B 36252HAJ0 LT A-sf Downgrade AA-sf
C 36252HAK7 LT BBB-sf Downgrade A-sf
D 36252HAL5 LT B-sf Downgrade BBsf
E 36252HAQ4 LT CCCsf Affirmed CCCsf
F 36252HAS0 LT CCsf Affirmed CCsf
X-A 36252HAF8 LT AA-sf Downgrade AAAsf
X-B 36252HAG6 LT A-sf Downgrade AA-sf
X-C 36252HAY7 LT BBB-sf Downgrade A-sf
X-D 36252HAN1 LT B-sf Downgrade BBsf
KEY RATING DRIVERS
Increased 'Bsf' Loss Expectations: Deal-level 'Bsf' rating case
loss increased to 9.2% in GSMS 2017-GS5 and 4.7% in COMM 2019-GC44,
from 5.2% and 2.9%, respectively, at Fitch's prior rating action.
Fitch Loans of Concern (FLOCs) comprise seven loans (28.5% of the
pool) in GSMS 2017-GS5, including four loans (19.4%) in special
servicing, and six loans (18.5%) in COMM 2019-GC44, including two
loans (7.1%) in special servicing.
The downgrades in GSMS 2017-GS5 reflect higher pool loss
expectations since the prior rating action driven by further
performance deterioration and refinance concerns on FLOCs,
particularly Lafayette Centre (office; 8.6%) and Writer Square
(mixed-use office/retail, 6.2%), along with updated lower 2024
appraisal values for two specially serviced loans, 20 West 37th
Street (2.9%) and 604 Mission Street (1.7%). The recent 2024
appraisal value for 20 West 37th Street fell an additional 42% from
the prior year and was 62% below the issuance appraisal value, and
the 604 Mission Street appraisal value was 77% below issuance.
The downgrades in COMM 2019-GC44 reflect increased pool loss
expectations, primarily driven by the specially serviced 55 Green
Street San Francisco office loan (3.7%), along with Elston Retail
Collection (3.5%) and 225 Bush (5.0%). The 55 Green Street loan
transferred to special servicing since the prior rating action when
the property's sole tenant vacated prior to lease expiration.
The Negative Outlooks in GSMS 2017-GS5 reflect the high office
concentration in the pool of 48.8% and possible further downgrade
without performance stabilization or should recovery prospects
worsen on the Lafayette Centre, Writer Square, 20 West 37th Street
and 604 Mission Street loans. The Negative Outlooks also consider
an additional sensitivity scenario that factors in a heightened
probability of default on Lafayette Centre.
The Negative Outlooks in COMM 2019-GC44 reflect possible downgrades
should the loan workout of 55 Green Street be prolonged or
performance decline further for 225 Bush (5.0%) and Elston Retail
Collection (3.5%). The Negative Outlooks also incorporate an
additional sensitivity scenario on Westland Fair (3.1%) and BOA
Building Tulsa (1.6%) that considers their heightened probability
of default due to lease rollover concerns, as well as the pool's
elevated office concentration of 25.7%.
Largest Loss Contributors: The largest increase in loss since the
prior rating action and the second largest contributor to overall
loss expectations in GSMS 2017-GS5 is the Lafayette Centre loan,
which is secured by a 793,533-sf office property in Washington DC.
The property consists of three office buildings connected by an
outdoor plaza and a below-grade mall level.
The loan is considered a FLOC due to occupancy declines, weakened
submarket fundamentals and significant upcoming rollover. The
largest tenant, U.S. Commodity Futures Trading Commission (CFTC),
occupies 37% of the NRA and has been a tenant at the property since
1995, having previously expanded its space in 1996. The lease is
guaranteed by the U.S. Government and expires in September 2025.
The loan transferred to special servicing in June 2024 for imminent
monetary default, as the servicer has noted that CFTC will not be
renewing its lease and vacating the property at expiration.
According to servicer updates as of October 2024, the borrower
executed a pre-negotiation letter and discussions are ongoing about
a potential loan modification or forbearance; no preliminary terms
are available at this time. In addition, the servicer noted there
is no leasing traction at this time for a potential replacement
tenant for the CFTC space.
A cash flow sweep was triggered when CFTC failed to renew its lease
18 months prior to lease expiration, whereby these funds can be
applied towards re-tenanting costs for the CFTC space. After
funding property taxes and operating expenses, the lender has
approximately $3 million trapped.
The second largest tenant MedStar leases 14.2% of the NRA through
2031, with a termination option in 2026. The termination option has
a $9.4 million penalty, if exercised. According to the March 2024
rent roll, the property was 76% occupied, compared with 75% at YE
2023 and 84% at YE 2022. The servicer-reported NOI debt service
coverage ratio (DSCR) was 1.99x as of YE 2023.
Per CoStar and as of 3Q24, the Washington office market reported a
17.4% vacancy rate, 20.3% availability rate and $53.95 market
asking rent.
Fitch's 'Bsf' rating case loss of 20.9% (prior to concentration
add-ons) reflects a 9.50% cap rate, 15% stress to the YE 2023 NOI
to address the expected occupancy declines, imminent loss of the
largest tenant and weak submarket conditions, and incorporates a
heightened probability of default. Fitch also ran an additional
sensitivity scenario to account for a 100% probability of default
due to refinance risk at maturity; the 'Bsf' loan-level sensitivity
loss increases to 27.8% (prior to concentration add-ons), which
contributed to the Negative Outlooks.
The largest contributor to overall loss expectations in GSMS
2017-GS5 is the Writer Square loan, which is secured by a
180,705-sf mixed-use office/retail property located in Denver, CO.
The loan transferred to special servicing in December 2021 at the
borrower's request due to cash flow issues.
As of the June 2023 rent roll, the property was 57% occupied,
compared to 68% in June 2022, 75% in September 2021, 77% at YE
2020, and 81% at YE 2019. Multiple questions have been sent to the
borrower regarding the status of the largest tenant, Blue Moon
Digital (17.9%; September 2024), along with requests for leasing
updates; the servicer has noted the borrower has been unresponsive.
According to online searches, it appears that Blue Moon Digital
vacated upon its September 2024 lease expiration, which would bring
estimated occupancy down to 39%. The remainder of the rent roll is
granular, with no other tenant representing more than 5% of the
NRA.
Although the servicer-reported DSCR has been below 1.0x since YE
2020, the loan has remained current or was reported as less than
30-days delinquent over the past year. The loan is currently paid
through September 2024.
Fitch's 'Bsf' rating case loss of 37.1% (prior to concentration
add-ons) reflects an 10% cap rate, 30% stress to the YE 2019 NOI
and factors a heightened probability of default.
The second largest increase in loss since the prior rating action
in GSMS 2017-GS5 is the 20 West 37th Street loan, secured by an
82,350-sf mixed-use property (office/retail) located in Manhattan's
Garment District. The loan was previously in special servicing
before returning to the master servicer in July 2023 as a corrected
mortgage. In January 2024, the loan transferred back to the special
servicer and a receiver was appointed in September 2024.
As of the April 2024 rent roll, the property was 32.3% occupied,
down from 52.6% in March 2023, 61% at YE 2021 and 94% at YE 2019.
Since the prior rating action, occupancy has declined when Gorillas
Technologies (12.4% of NRA; lease expiry in July 2031) and Goldstar
Jewelry (7.9%; September 2027) vacated early, and Colliers
International (7.9%) vacated upon its November 2023 lease
expiration. The remaining tenants at the property include Matrix
New World (8.6%; November 2027), JTTC JV Electric (7.9%; January
2026), Tri Center (7.9%; August 2029), New York Cue Club (7.9%;
January 2029),
Fitch's 'Bsf' rating case loss of 29.3% (prior to concentration
add-ons) considers the most recent appraisal value, reflecting a
stressed value of $263 psf.
The third largest increase in loss since the prior rating action in
GSMS 2017-GS5 is the 604 Mission Street loan, secured by a
26,794-sf office property in San Francisco, CA. The loan
transferred to special servicing in August 2023 due to non-monetary
default resulting from a non-compliance with cash management. As of
the October 2024 servicer updates, the borrower requested to turn
the keys over to the lender and a foreclosure was finalized.
Per the August 2024 rent roll, the property was 55.1% occupied,
down from 67% in June 2022, 74% at YE 2021, 95% at YE 2020 and 90%
at issuance. Current tenants include Conductor One (9.8%; January
2026), Stationwise Inc (9.8%; month-to-month), Zira Technologies
(9.1%; March 2025), and Higharc, Inc. (6.4%; October 2025). Per
CoStar and as of 3Q24, San Francisco continues to show weak market
fundamentals, with the South Financial District submarket reporting
a vacancy rate of 28.3% and market asking rent of $54.82 psf.
Fitch's 'Bsf' rating case loss of 72.4% (prior to concentration
add-ons) considers the most recent appraisal value, reflecting a
stressed value of $210 psf.
The largest increase in loss since the prior rating action and the
largest contributor to overall loss expectations in COMM 2019-GC44
is the 55 Green Street loan, secured by a 54,414-sf office property
located in San Francisco, CA.
The loan transferred to special servicing in January 2024 after the
sole tenant, Getaround, gave notice in October 2023 that they would
be terminating its lease early. Getaround's initial lease
expiration was March 2029. The loan started trapping cash once the
tenant gave notice to vacate, and as of the October 2024 reporting,
there was approximately $5.2 million in a reserve account,
inclusive of a $2.1 million termination fee paid by Getaround. Per
the most recent servicer update, a lease was secured for 16.7% of
the NRA with THG Beauty USA through October 2027.
Fitch's 'Bsf' rating case loss of 40% (prior to concentration
adjustments) reflects a 9.5% cap rate and a sustainable long-term
cash flow that considers the lease up of vacant spaces to the
submarket occupancy of 68.5% at a discounted market rent of $50
psf, and also factors a heightened probability of default.
The second largest contributor to overall loss expectations in COMM
2019-GC44 is the Elston Retail Collection loan, secured by a
178,704-sf anchored retail center located in Chicago, IL. Major
tenants include Kohl's (71.8% of NRA through December 2030), Best
Buy (25.6%; January 2026) and BMO Harris Bank (2.7%; August 2025).
The loan transferred to special servicing in November 2023 for
payment default ensuing from a dispute related to the activation of
a lockbox caused by the downgrade of the credit rating of the
largest tenant, Kohl's. The loan was delinquent from September 2023
through December 2023, but has remained current since March 2024.
Property performance remains stable with occupancy of 100% and a
servicer-reported NOI DSCR of 2.50x as of YE 2023. Per the October
2024 servicer commentary, the loan is pending return to the master
servicer.
Fitch's 'Bsf' rating case loss of 14.4% (prior to concentration
adjustments) reflects a 9% cap rate and 15% stress to the YE 2023
NOI.
The third largest contributor to overall loss expectations in COMM
2019-GC44 is the 225 Bush loan, secured by a 579,987-sf office
property located in San Francisco, CA. The loan is flagged as a
FLOC due to the declining occupancy since issuance and the
sponsor's inability to backfill increasing vacancies given an
elevated submarket vacancy.
The largest tenant at issuance, Twitch (14.5% of NRA), vacated upon
its lease expiration in August 2021. Additionally, tenant Knotel
(4.6% of NRA) and several other smaller tenants vacated upon lease
expiration, causing occupancy to decline further to 47% as of
December 2023 from 55% at the prior rating action and 97.8% at
issuance.
According to Costar as of 1Q24, the submarket vacancy, availability
rate and asking rents were 30.1%, 34.4% and $52.59 psf,
respectively, down from vacancy and rental levels of 25% and $53.64
at the prior rating action; the metrics have significantly worsened
from 8.1% and $75.29 at the time of issuance.
Fitch's 'Bsf' rating case loss is 9.3% (prior to concentration
adjustments). The updated Fitch NCF of $11.9 million is 24% below
Fitch's NCF at the prior rating action and 50% below Fitch's
issuance NCF of $23.2 million. The Fitch NCF reflects leases in
place according to the December 2023 rent roll and also assumes
Fitch's view of sustainable, long-term performance.
Fitch's analysis incorporated a higher stressed cap rate of 8.75%,
up from 7.75% at issuance, to factor increased office sector and
submarket performance concerns, resulting in a Fitch-stressed
valuation decline that is approximately 80% below the issuance
appraisal. The loan matures in November 2024 and the potential
maturity default was factored into the ratings and Outlooks.
Changes in Credit Enhancement (CE): As of the October 2024
distribution date, the pool's aggregate balance in GSMS 2017-GS5
has been reduced by 9.9% to $956.6 million from $1.06 billion at
issuance. Thirteen loans (4.9%) have been fully defeased and one
loan (U.S. Industrial Portfolio, 4.9%) has been partially
defeased.
As of the October 2024 distribution date, the pool's aggregate
balance in COMM 2019-GC44 has been reduced by 2.1% to $1.13 billion
from $1.15 billion at issuance. One loan (7.3%) has been fully
defeased.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downgrades to senior 'AAAsf' rated classes are not expected due
to the position in the capital structure and expected continued
amortization and loan repayments, but may occur if deal-level
losses increase significantly and/or interest shortfalls occur or
are expected to occur;
- Downgrades to junior 'AAAsf' rated classes with Negative Outlooks
are expected with continued performance deterioration of the FLOCs,
increased expected losses and limited to no improvement in class
CE, or if interest shortfalls occur;
- Downgrades to the 'AAsf' and 'Asf' rated categories could occur
should performance of the FLOCs, most notably from Writer Square,
Lafayette Centre, 604 Mission Street, 700 Broadway, and 20 West
37th Street in GSMS 2017-GS5 and 55 Green Street, Elston Retail
Collection, and 225 Bush in COMM 2019-GC44, deteriorate further or
if more loans than expected default at or prior to maturity;
- Downgrades for the 'BBBsf' and 'Bsf' categories are likely with
higher than expected losses from continued underperformance of the
FLOCs, particularly the aforementioned office loans with
deteriorating performance and with greater certainty of losses on
the specially serviced loans or other FLOCs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Upgrades to classes rated 'AAsf' and 'Asf' may be possible with
significantly increased CE from paydowns and/or defeasance, coupled
with stable-to-improved pool-level loss expectations and improved
performance on the FLOCs. This includes Writer Square, Lafayette
Centre, 604 Mission Street, 700 Broadway, and 20 West 37th Street
in GSMS 2017-GS5 and 55 Green Street, Elston Retail Collection, and
225 Bush in COMM 2019-GC44;
- Upgrades to the 'BBBsf' rated classes would be limited based on
sensitivity to concentrations or the potential for future
concentration. Classes would not be upgraded above 'AA+sf' if there
is likelihood for interest shortfalls;
- Upgrades to the 'Bsf' rated classes are not likely until the
later years in a transaction and only if the performance of the
remaining pool is stable, recoveries on the FLOCs are better than
expected and there is sufficient CE to the classes;
- Upgrades to distressed 'CCCsf' and 'CCsf' ratings are not
expected, but possible with better than expected recoveries on
specially serviced loans or significantly higher values on FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
GS MORTGAGE 2020-GSA2: Fitch Affirms Bsf Rating on Class G-RR Debt
------------------------------------------------------------------
Fitch Ratings has affirmed 16 classes of GS Mortgage Securities
Trust 2020-GSA2. The Rating Outlooks were revised to Negative from
Stable for classes E, X-D, F and G-RR.
Entity/Debt Rating Prior
----------- ------ -----
GSMS 2020-GSA2
A-1 36264KAR1 LT AAAsf Affirmed AAAsf
A-2 36264KAS9 LT AAAsf Affirmed AAAsf
A-3 36264KAT7 LT AAAsf Affirmed AAAsf
A-4 36264KAU4 LT AAAsf Affirmed AAAsf
A-5 36264KAV2 LT AAAsf Affirmed AAAsf
A-AB 36264KAW0 LT AAAsf Affirmed AAAsf
A-S 36264KAZ3 LT AAAsf Affirmed AAAsf
B 36264KBA7 LT AA-sf Affirmed AA-sf
C 36264KBB5 LT A-sf Affirmed A-sf
D 36264KBD1 LT BBBsf Affirmed BBBsf
E 36264KAD2 LT BBB-sf Affirmed BBB-sf
F 36264KAF7 LT BB-sf Affirmed BB-sf
G-RR 36264KAH3 LT Bsf Affirmed Bsf
X-A 36264KAX8 LT AAAsf Affirmed AAAsf
X-B 36264KAY6 LT A-sf Affirmed A-sf
X-D 36264KAB6 LT BBB-sf Affirmed BBB-sf
KEY RATING DRIVERS
Stable 'Bsf' Loss Expectations: The affirmations reflect generally
stable pool performance and loss expectations since Fitch's prior
rating action. Deal-level 'Bsf' rating case loss is 3.8%. Eight
loans are designated as Fitch Loans of Concern (FLOCs; 30.9% of the
pool), including one loan (0.8%) in special servicing.
The Negative Outlooks incorporate an additional sensitivity
scenario on two office FLOCs, Signature Office Portfolio (8.5%) and
375 Warm Springs (1.0%), that considers their heightened
probability of default due to upcoming lease rollover concerns. The
pool also has a high office concentration of 51%, whereby 22% of
the pool are office FLOCs.
Largest Loss Contributors: The largest increase in loss since the
prior rating action and largest contributor to overall pool loss
expectations is the Appletree Business Park loan, which is secured
by a suburban office property located in Cheektowaga, NY. This FLOC
was flagged due to upcoming rollover totaling 12% of the NRA by YE
2024, which includes two tenants, First Choice Evaluations (6.2% of
NRA, lease expiry in November 2024) and ConServe (5.7%, December
2024). Fitch has requested a leasing update, but did not receive a
response.
According to the June 2024 rent roll, the property was 80.6%
occupied, down from 88.0% at YE 2022 due mainly to YRC Enterprise
Services (4.2% of NRA) vacating in April 2023 and Key Bank (1.8%)
vacating in September 2023.
Major current in-place tenants include IRS (22.7% NRA, lease expiry
in December 2035), County of Erie (18.5%, March 2029), and Time
Warner NY Cable LLC (12.9%, January 2029). The servicer-reported YE
2023 NOI DSCR was 2.13x.
Fitch's 'Bsf' rating case loss of 13.8% (prior to concentration
add-ons) reflects a 10.25% cap rate, 15% stress to the TTM June
2024 NOI, and a heightened probability of default due to the
declining occupancy and upcoming rollover concerns in 2024.
The second largest contributor to overall pool loss expectations is
the Signature Office Portfolio loan, which is secured by secured by
two office properties located in Hauppauge, NY. This loan is a FLOC
due to concentrated roll in 2026 inclusive of the largest tenant.
Major current tenants include Allstate Insurance (18.7%, October
2026), The Bridgehampton National Bank (17.8%, March 2028), and
Lerner David Littenberg Krumholz & Mentlik, LLP (7.3%, June 2030).
The largest tenant, Allstate Insurance, had previously vacated 2.7%
of the NRA that had a lease expiration in June 2024. According to
the servicer, cash management in connection to Allstate Insurance
not giving notice to renew its space during the specified tenant
trigger period was cancelled per the special servicer in September
2024. The balance was $275,235 in the leasing reserve account as of
the October 2024 loan level reserve report.
As of June 2024, the property was 83% occupied, unchanged from YE
2023. The servicer-reported YE 2023 NOI DSCR was 2.24x, compared to
2.19x at YE 2022.
Fitch's 'Bsf' rating case loss of 6.0% (prior to concentration
add-ons) reflects a 10.0% cap rate and a 10% stress to the YE 2023
NOI. Fitch also ran an additional sensitivity scenario to account
for a heightened probability of default due to concentrated
rollover risk in 2026; the 'Bsf' loan-level sensitivity loss
increases to 13.7% (prior to concentration add-ons), which
contributed to the Negative Outlooks.
The 375 Warm Springs loan is secured by an office property in Las
Vegas, NV. This office FLOC was flagged due to upcoming rollover
risk for three of the four largest tenants through 2026.
According to the September 2024 rent roll, the property was 98.2%
occupied compared with 100% at YE 2022, which remained unchanged
from YE 2021. The largest tenants include the Nevada Department of
Administration (24.4%, December 2024), the Nevada Department of
Conservation and Natural Resources (15.6%, June 2029), Assured
Partners of Nevada, LLC (14.1%, August 2026) and Paramount
Marketing Consultants (12.7%, June 2025). According to the
servicer, the borrower is in discussions with the largest tenant on
a lease extension, although negotiations are ongoing. The
servicer-reported TTM June 2024 NOI DSCR was 4.03x, compared to
3.84x at YE 2023.
Fitch's 'Bsf' rating case loss of 6.5% (prior to concentration
add-ons) reflects a 10.25% cap rate and a 35% stress to the YE 2023
NOI. Fitch also ran an additional sensitivity scenario to account
for a heightened probability of default due to significant upcoming
rollover risk through 2026; the 'Bsf' loan-level sensitivity loss
increases to 13.9% (prior to concentration add-ons), which
contributed to the Negative Outlooks.
Minimal Changes in Credit Enhancement (CE): As of the October 2024
distribution date, the pool's aggregate balance has been reduced by
1.9% to $810.6 million from $826.3 million at issuance. Two loans
(1.0% of pool) have been defeased.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downgrades to the 'AAAsf' rated classes are not expected due to
the position in the capital structure and expected continued
paydowns from amortization and loan repayments, but may happen if
deal-level losses increase significantly and/or interest shortfalls
occur or are expected to occur;
- Downgrades to the 'AAsf' and 'Asf' category rated classes could
occur with continued performance deterioration for the office
FLOCs, most notably Appletree Business Park, Signature Office
Portfolio and 375 Warm Springs, limited to no improvement in these
classes' CE and/or more loans than expected default during the term
and/or at or prior to maturity;
- Downgrades to the 'BBBsf', 'BBsf' and 'Bsf' category rated
classes are likely with higher than expected losses from continued
underperformance of the FLOCs, particularly the aforementioned
office FLOCs with deteriorating performance, and with greater
certainty of losses on the specially serviced loan or other FLOCs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Upgrades to 'AAsf' and 'Asf' category rated classes are not
expected, but possible with increased CE from paydowns, coupled
with improved pool-level loss expectations and performance
stabilization of the office FLOCs, including Appletree Business
Park, Signature Office Portfolio and 375 Warm Springs;
- Upgrades to the 'BBBsf' category rated classes would be limited
based on sensitivity to concentrations or the potential for future
concentration. Classes would not be upgraded above 'AA+sf' if there
is likelihood for interest shortfalls;
- Upgrades to 'BBsf' and 'Bsf' category rated classes are not
likely until the later years in a transaction and only if the
performance of the remaining pool is stable, recoveries on the
FLOCs are better than expected and there is sufficient CE to the
classes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
GS MORTGAGE 2024-INV1: Moody's Assigns B3 Rating to Cl. B-5 Certs
-----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to 52 classes of
residential mortgage-backed securities (RMBS) issued by GS
Mortgage-Backed Securities Trust 2024-INV1, and sponsored by
Goldman Sachs Mortgage Company.
The securities are backed by a pool of GSE-eligible (64.5% by
balance) and prime jumbo (35.5% by balance) residential mortgages
aggregated by GSMC, including loans aggregated by MAXEX Clearing
LLC (MAXEX; 9.7% by loan balance) and Radian (8.3% by balance), and
originated by multiple entities and serviced by NewRez LLC d/b/a
Shellpoint Mortgage Servicing (Shellpoint) and United Wholesale
Mortgage, LLC (UWM).
The complete rating actions are as follows:
Issuer: GS Mortgage-Backed Securities Trust 2024-INV1
Cl. A-1, Definitive Rating Assigned Aa1 (sf)
Cl. A-1-X*, Definitive Rating Assigned Aa1 (sf)
Cl. A-2, Definitive Rating Assigned Aa1 (sf)
Cl. A-3, Definitive Rating Assigned Aaa (sf)
Cl. A-3A, Definitive Rating Assigned Aaa (sf)
Cl. A-3-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-4, Definitive Rating Assigned Aaa (sf)
Cl. A-4A, Definitive Rating Assigned Aaa (sf)
Cl. A-5, Definitive Rating Assigned Aaa (sf)
Cl. A-5-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-6, Definitive Rating Assigned Aaa (sf)
Cl. A-7, Definitive Rating Assigned Aaa (sf)
Cl. A-7-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-8, Definitive Rating Assigned Aaa (sf)
Cl. A-9, Definitive Rating Assigned Aaa (sf)
Cl. A-9-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-10, Definitive Rating Assigned Aaa (sf)
Cl. A-11, Definitive Rating Assigned Aaa (sf)
Cl. A-11-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-12, Definitive Rating Assigned Aaa (sf)
Cl. A-13, Definitive Rating Assigned Aaa (sf)
Cl. A-13-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-14, Definitive Rating Assigned Aaa (sf)
Cl. A-15, Definitive Rating Assigned Aaa (sf)
Cl. A-15-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-16, Definitive Rating Assigned Aaa (sf)
Cl. A-17, Definitive Rating Assigned Aaa (sf)
Cl. A-17-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-18, Definitive Rating Assigned Aaa (sf)
Cl. A-19, Definitive Rating Assigned Aaa (sf)
Cl. A-19-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-20, Definitive Rating Assigned Aaa (sf)
Cl. A-21, Definitive Rating Assigned Aaa (sf)
Cl. A-21-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-22, Definitive Rating Assigned Aaa (sf)
Cl. A-23, Definitive Rating Assigned Aa1 (sf)
Cl. A-23-X*, Definitive Rating Assigned Aa1 (sf)
Cl. A-24, Definitive Rating Assigned Aa1 (sf)
Cl. A-X*, Definitive Rating Assigned Aa1 (sf)
Cl. B-1, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-A, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-X*, Definitive Rating Assigned Aa3 (sf)
Cl. B-2, Definitive Rating Assigned A3 (sf)
Cl. B-2-A, Definitive Rating Assigned A3 (sf)
Cl. B-2-X*, Definitive Rating Assigned A3 (sf)
Cl. B-3, Definitive Rating Assigned Baa3 (sf)
Cl. B-3-A, Definitive Rating Assigned Baa3 (sf)
Cl. B-3-X*, Definitive Rating Assigned Baa3 (sf)
Cl. B-4, Definitive Rating Assigned Ba3 (sf)
Cl. B-5, Definitive Rating Assigned B3 (sf)
Cl. B, Definitive Rating Assigned Baa1 (sf)
Cl. B-X*, Definitive Rating Assigned Baa1 (sf)
*Reflects Interest-Only Classes
RATINGS RATIONALE
The ratings are based on the credit quality of the mortgage loans,
the structural features of the transaction, the origination quality
and the servicing arrangement, the third-party review, and the
representations and warranties framework.
Moody's expected loss for this pool in a baseline scenario-mean is
1.04%, in a baseline scenario-median is 0.71% and reaches 8.35% at
a stress level consistent with Moody's Aaa ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in July 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
GS MORTGAGE 2024-PJ9: Moody's Assigns B3 Rating to Cl. B-5 Certs
----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to 52 classes of
residential mortgage-backed securities (RMBS) issued by GS
Mortgage-Backed Securities Trust 2024-PJ9, and sponsored by Goldman
Sachs Mortgage Company, L.P.
The securities are backed by a pool of prime jumbo (78.7% by
balance) and GSE-eligible (21.3% by balance) residential mortgages
aggregated by Maxex Clearing LLC (MAXEX, 6.8% by balance) and
Redwood Residential Acquisition Corporation (Redwood; 4.4% by
balance) originated by multiple entities and serviced by NewRez LLC
d/b/a Shellpoint Mortgage Servicing (Shellpoint).
The complete rating actions are as follows:
Issuer: GS Mortgage-Backed Securities Trust 2024-PJ9
Cl. A-1, Definitive Rating Assigned Aaa (sf)
Cl. A-1-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-2, Definitive Rating Assigned Aaa (sf)
Cl. A-3, Definitive Rating Assigned Aaa (sf)
Cl. A-3A, Definitive Rating Assigned Aaa (sf)
Cl. A-3-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-4, Definitive Rating Assigned Aaa (sf)
Cl. A-4A, Definitive Rating Assigned Aaa (sf)
Cl. A-5, Definitive Rating Assigned Aaa (sf)
Cl. A-5-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-6, Definitive Rating Assigned Aaa (sf)
Cl. A-7, Definitive Rating Assigned Aaa (sf)
Cl. A-7-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-8, Definitive Rating Assigned Aaa (sf)
Cl. A-9, Definitive Rating Assigned Aaa (sf)
Cl. A-9-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-10, Definitive Rating Assigned Aaa (sf)
Cl. A-11, Definitive Rating Assigned Aaa (sf)
Cl. A-11-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-12, Definitive Rating Assigned Aaa (sf)
Cl. A-13, Definitive Rating Assigned Aaa (sf)
Cl. A-13-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-14, Definitive Rating Assigned Aaa (sf)
Cl. A-15, Definitive Rating Assigned Aaa (sf)
Cl. A-15-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-16, Definitive Rating Assigned Aaa (sf)
Cl. A-17, Definitive Rating Assigned Aaa (sf)
Cl. A-17-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-18, Definitive Rating Assigned Aaa (sf)
Cl. A-19, Definitive Rating Assigned Aaa (sf)
Cl. A-19-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-20, Definitive Rating Assigned Aaa (sf)
Cl. A-21, Definitive Rating Assigned Aaa (sf)
Cl. A-21-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-22, Definitive Rating Assigned Aaa (sf)
Cl. A-23, Definitive Rating Assigned Aaa (sf)
Cl. A-23-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-24, Definitive Rating Assigned Aaa (sf)
Cl. A-X*, Definitive Rating Assigned Aaa (sf)
Cl. B-1, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-A, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-X*, Definitive Rating Assigned Aa3 (sf)
Cl. B-2, Definitive Rating Assigned A3 (sf)
Cl. B-2-A, Definitive Rating Assigned A3 (sf)
Cl. B-2-X*, Definitive Rating Assigned A3 (sf)
Cl. B-3, Definitive Rating Assigned Baa3 (sf)
Cl. B-3-A, Definitive Rating Assigned Baa3 (sf)
Cl. B-3-X*, Definitive Rating Assigned Baa3 (sf)
Cl. B-4, Definitive Rating Assigned Ba2 (sf)
Cl. B-5, Definitive Rating Assigned B3 (sf)
Cl. B, Definitive Rating Assigned A2 (sf)
Cl. B-X*, Definitive Rating Assigned A3 (sf)
*Reflects Interest-Only Classes
Moody's are withdrawing the provisional rating for the Class A-3L
Loans, Class A-4L Loans, Class A-16L Loans, and Class A-22L Loans,
assigned on October 22, 2024, because the issuer will not be
issuing these classes.
RATINGS RATIONALE
The ratings are based on the credit quality of the mortgage loans,
the structural features of the transaction, the origination quality
and the servicing arrangement, the third-party review, and the
representations and warranties framework.
Moody's expected loss for this pool in a baseline scenario-mean is
0.37%, in a baseline scenario-median is 0.18% and reaches 4.69% at
a stress level consistent with Moody's Aaa ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in July 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
GS MORTGAGE 2024-RPL6: Fitch Assigns 'Bsf' Rating on Cl. B-2 Certs
------------------------------------------------------------------
Fitch Ratings rates the residential mortgage-backed certificates
issued by GS Mortgage-Backed Securities Trust 2024-RPL6 (GSMBS
2024-RPL6) as follows:
Entity/Debt Rating
----------- ------
GSMBS 2024-RPL6
A-1 LT AAAsf New Rating
A-2 LT AAsf New Rating
A-3 LT AAsf New Rating
A-4 LT Asf New Rating
A-5 LT BBBsf New Rating
B LT NRsf New Rating
B-1 LT BBsf New Rating
B-2 LT Bsf New Rating
B-3 LT NRsf New Rating
B-4 LT NRsf New Rating
B-5 LT NRsf New Rating
M-1 LT Asf New Rating
M-2 LT BBBsf New Rating
PRA LT NRsf New Rating
PT LT NRsf New Rating
R LT NRsf New Rating
RETAINED LT NRsf New Rating
SA LT NRsf New Rating
X LT NRsf New Rating
Transaction Summary
The notes are supported by 1,546 seasoned reperforming loans with a
total balance of approximately $378 million as of the cutoff date.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 12.0% above a long-term sustainable level versus
11.5% on a national level as of 1Q24, up 0.4% since last quarter.
Housing affordability is the worst it has been in decades driven by
both high interest rates and elevated home prices. Home prices have
increased 5.9% yoy nationally as of May 2024 despite modest
regional declines, but are still being supported by limited
inventory.
RPL Credit Quality (Negative): The collateral pool consists
primarily of peak-vintage SPLs and RPLs first lien loans. As of the
cutoff date, the pool was 97.1% current. Approximately 56.7% of the
loans were treated as having clean payment histories for the past
two years or more (clean current) or have been clean since
origination if seasoned less than two years. Additionally, 50.4% of
loans have a prior modification. The borrowers have a moderate
credit profile (702 FICO and 45% debt-to-income ratio [DTI]) and
moderate leverage (75% sustainable LTV ratio [sLTV]).
Sequential-Pay Structure (Positive): The transaction's cash flow is
based on a sequential-pay structure, whereby the subordinate
classes do not receive principal until the senior classes are
repaid in full. The credit enhancement consists of subordinated
notes, the distributions of which will be subordinated to P&I
payments due to senior noteholders. In addition, excess cash flow
resulting from the difference between the interest earned on the
mortgage collateral and that paid on the notes may be available to
pay down the bonds sequentially (after prioritizing fees to
transaction parties, Net WAC shortfalls and to the breach reserve
account).
No Servicer P&I Advances (Mixed): The servicer will not advance
delinquent monthly payments of P&I, which reduce liquidity to the
trust. P&I advances made on behalf of loans that become delinquent
and eventually liquidate reduce liquidation proceeds to the trust.
Due to the lack of P&I advancing, the loan-level loss severity (LS)
is less for this transaction than for those where the servicer is
obligated to advance P&I. Structural provisions and cash flow
priorities, together with increased subordination, provide for
timely payments of interest to the 'AAAsf' rated class.
Hurricane Exposure: 6.22% of the pool by UPB (98 loans) are located
in Hurricane Milton and Helene disaster related areas. The issuer
indicated that inspections have been performed and there are no
properties with material damage. Further, the transaction
incorporates a clause which states that any affected loan will be
repurchased at the related purchase price if damage is discovered
or reported within 60 days of the closing date. The repurchase
price would be at the pre-determined market value and not at par
leading to potential losses as a result of a repurchase. 25bps was
added to the losses at each rating case to reflect the difference
between the aggregate repurchase price and current UPB of the
potentially impacted loans.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the
model projected 42.8% at 'AAA'. The analysis indicates that there
is some potential rating migration with higher MVDs for all rated
classes, compared with the model projection. Specifically, a 10%
additional decline in home prices would lower all rated classes by
one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by various firms. The third-party due diligence described
in Form 15E focused on a regulatory compliance review that covered
applicable federal, state and local high-cost loan and/or
anti-predatory laws, as well as the Truth In Lending Act (TILA) and
Real Estate Settlement Procedures Act (RESPA). The scope was
consistent with published Fitch criteria for due diligence on RPL
RMBS. Fitch considered this information in its analysis and, as a
result, Fitch made the following adjustments to its analysis:
- Loans with an indeterminate HUD1 located in states that fall
under Freddie Mac's "Do Not Purchase List" received a 100% LS
over-ride;
- Loans with an indeterminate HUD1 but not located in states that
fall under Freddie Mac's "Do Not Purchase List" received a
five-point LS increase;
- Loans with a missing modification agreement received a
three-month liquidation timeline extension;
- Unpaid taxes and lien amounts were added to the LS.
In total, these adjustments increased the 'AAAsf' loss by
approximately 75bps.
ESG Considerations
GSMBS 2024-RPL6 has an ESG Relevance Score of '4' for Transaction
Parties & Operational Risk due to due to the adjustment for the Rep
& Warranty framework without other operational mitigants, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
HALSEYPOINT CLO I: S&P Assigns Prelim B- Rating on Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the new
class X-R and replacement class A-R, B-R, C-R, D-1R, D-2R, E-R, and
F-R debt from HalseyPoint CLO I Ltd./HalseyPoint CLO I LLC, a CLO
originally issued in December of 2019 that is managed by
HalseyPoint Asset Management LLC.
The preliminary ratings are based on information as of Oct. 31,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Nov. 15, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the original debt. S&P
said, "At that time, we expect to withdraw our ratings on the
original debt except classes A-1-B and A-2-B, which are not rated
by S&P Global Ratings, and assign ratings to the replacement debt.
However, if the refinancing doesn't occur, we may affirm our
ratings on the original debt rated by S&P Global Ratings and
withdraw our preliminary ratings on the replacement debt."
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The non-call period will be extended to Oct. 20, 2026.
-- The reinvestment period will be extended to Oct. 20, 2029.
-- The legal final maturity dates (for the replacement debt and
the existing subordinated notes) will be extended to Oct. 20,
2037.
-- No additional assets will be purchased on the Nov. 15, 2024
refinancing date, and the target initial par amount will remain at
$400.00 million. There will be no additional effective date or
ramp-up period, and the first payment date following the
refinancing is Jan. 20, 2025.
-- The class X-R debt will be issued on the refinancing date and
is expected to be paid down using interest proceeds in equal
installments of $642,857, beginning on the second payment date and
ending after seven payment dates.
-- The required minimum overcollateralization and interest
coverage ratios will be amended.
-- No additional subordinated notes will be issued on the
refinancing date.
-- The transaction has adopted benchmark replacement language and
was updated to conform to current rating agency methodology.
Replacement And Original Debt Issuances
Replacement debt
-- Class X-R, $4.50 million: Three-month CME term SOFR + 1.10%
-- Class A-R, $240.00 million: Three-month CME term SOFR + 1.45%
-- Class B-R, $64.00 million: Three-month CME term SOFR + 1.90%
-- Class C-R (deferrable), $24.00 million: Three-month CME term
SOFR + 2.35%
-- Class D-1R (deferrable), $20.00 million: Three-month CME term
SOFR + 3.80%
-- Class D-2R (deferrable), $6.00 million: Three-month CME term
SOFR + 5.50%
-- Class E-R (deferrable), $12.40 million: Three-month CME term
SOFR + 8.50%
-- Class F-R (deferrable), $6.75 million: Three-month CME term
SOFR + 10.73%
Original debt
-- Class A-1-A1, $217.50 million: Three-month CME term SOFR +
1.61%
-- Class A-1-A2, $8.00 million: 3.11%
-- Class A-2-A, $50.00 million: Three-month CME term SOFR + 1.61%
-- Class A-1-B, $12.83 million: Three-month CME term SOFR + 2.06%
-- Class A-2-B, $4.17 million: Three-month CME term SOFR + 2.06%
-- Class B-1, $39.50 million: Three-month CME term SOFR + 2.46%
-- Class B-2, $10.00 million: 3.86%
-- Class C (deferrable), $27.63 million: Three-month CME term SOFR
+ 3.26%
-- Class D (deferrable), $26.55 million: Three-month CME term SOFR
+ 4.61%
-- Class E (deferrable), $14.22 million: Three-month CME term SOFR
+ 7.96%
-- Class F (deferrable), $7.65 million: Three-month CME term SOFR
+ 8.46%
-- Subordinated notes, $40.81 million: Not applicable
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
HalseyPoint CLO I Ltd./ HalseyPoint CLO I LLC
Class X-R, $4.50 million: AAA (sf)
Class A-R, $240.00 million: AAA (sf)
Class B-R, $64.00 million: AA (sf)
Class C-R (deferrable), $24.00 million: AA (sf)
Class D-1R (deferrable), $20.00 million: BBB (sf)
Class D-2R (deferrable), $6.00 million: BBB- (sf)
Class E-R (deferrable), $12.40 million: BB- (sf)
Class F-R (deferrable), $6.75 million: B- (sf)
Other Debt
HalseyPoint CLO I Ltd./ HalseyPoint CLO I LLC
Subordinated notes, $40.81 million: Not rated
HAMLIN PARK CLO: S&P Assigns Prelim BB- (sf) on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Hamlin Park
CLO Ltd./Hamlin Park CLO LLC's fixed- and floating-rate debt.
The note issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Blackstone Liquid Credit Strategies
LLC.
The preliminary ratings are based on information as of Nov. 5,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
Hamlin Park CLO Ltd./ Hamlin Park CLO LLC
Class A, $248.0 million: AAA (sf)
Class B-1, $44.50 million: AA (sf)
Class B-2, $11.50 million: AA (sf)
Class C (deferrable), $24.0 million: A (sf)
Class D-1 (deferrable), $24.0 million: BBB- (sf)
Class D-2 (deferrable), $2.60 million: BBB- (sf)
Class E (deferrable), $12.80 million: BB- (sf)
Subordinated notes, $37.70 million: Not rated
HOMES 2024-AFC2: S&P Assigns B (sf) Rating on Class B-2 Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to HOMES 2024-AFC2 Trust's
mortgage-backed 2024-AFC2.
The note issuance is an RMBS securitization backed by a pool of
first- lien, fixed- and adjustable-rate, fully amortizing
residential mortgage loans (some with interest-only periods) to
both prime and nonprime borrowers. The loans are primarily secured
by single-family residential properties, planned unit developments,
condominiums, townhomes, and two- to four-family residential
properties. The pool consists of 709 loans, which are QM safe
harbor (average prime offer rate; APOR), QM rebuttable presumption
(APOR), ATR-exempt loans, and non-QM/ATR-compliant loans.
S&P said, "After we assigned preliminary ratings on Oct. 29, 2024,
the class M-1 and B-1 notes balance decreased by $150,000 and
$151,000, respectively. This was offset by an equivalent increase
of $301,000 to the class B-2 notes balance. As a result, the credit
enhancement for the class M-1 and B-1 notes slightly increased.
After analyzing these changes, we assigned final ratings that are
unchanged from the preliminary ratings we assigned for all
classes."
The ratings reflect S&P's view of:
-- The pool's collateral composition;
-- The transaction's credit enhancement, associated structural
mechanics, representation and warranty framework, and geographic
concentration;
-- The mortgage originator, AmWest Funding Corp.; and
-- S&P said, "One key change in our baseline forecast since June
is an acceleration in the pace of monetary policy easing. We
anticipate the Federal Reserve will deliver two more rate cuts of
25 basis points (bps) this year and a total of 225 bps of rate cuts
by year-end 2025--a 75 bps increase from our prior forecast. We
continue to expect real GDP growth to slow from above-trend growth
this year to below-trend growth in 2025, accompanied by a further
rise in the unemployment rate and lower inflation. However, our
probability of a recession starting over the next 12 months remains
unchanged at 25.00%. With personal consumption still healthy for
now, near-term recession fears appear overblown. Therefore, we
maintain our current market outlook as it relates to the 'B'
projected archetypal foreclosure frequency of 2.50%. This reflects
our benign view of the mortgage and housing markets, as
demonstrated through general national level home price behavior,
unemployment rates, mortgage performance, and underwriting."
Ratings Assigned
HOMES 2024-AFC2 Trust
Class A-1A, $197,188,000: AAA (sf)
Class A-1B, $30,082,000: AAA (sf)
Class A-1, $227,270,000: AAA (sf)
Class A-2, $16,395,000: AA (sf)
Class A-3, $29,330,000: A (sf)
Class M-1, $10,980,000: BBB (sf)
Class B-1, $7,520,000: BB (sf)
Class B-2, $5,565,000: B (sf)
Class B-3, $3,761,165: NR
Class A-IO-S, Notional(i): NR
Class XS, Notional(i): NR
Class R, N/A: NR
(i)The notional amount will equal the aggregate stated principal
balance of the mortgage loans as of the first day of the related
due period and is initially $300,821,165.
NR--Not rated.
N/A--Not applicable.
HPS LOAN 11-2017: Moody's Cuts Rating on $21.5MM Cl. E Notes to B1
------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes:
USD28,500,000 Class C-R Secured Deferrable Floating Rate Notes,
Upgraded to Aaa (sf); previously on Dec 21, 2023 Upgraded to Aa1
(sf)
USD5,000,000 Class D-R Secured Deferrable Floating Rate Notes,
Upgraded to A3 (sf); previously on Dec 21, 2023 Upgraded to Baa2
(sf)
USD27,500,000 Class D-F Secured Deferrable Fixed Rate Notes,
Upgraded to A3 (sf); previously on Dec 21, 2023 Upgraded to Baa2
(sf)
USD21,500,000 Class E Secured Deferrable Floating Rate Notes,
Downgraded to B1 (sf); previously on Sep 1, 2020 Confirmed at Ba3
(sf)
USD5,265,000 Class F Secured Deferrable Floating Rate Notes,
Downgraded to Caa3 (sf); previously on Aug 2, 2023 Downgraded to
Caa2 (sf)
Moody's have also affirmed the ratings on the following notes:
USD320,000,000 (current outstanding amount USD72,159,102.81) Class
A-R Senior Secured Floating Rate Notes, Affirmed Aaa (sf);
previously on Feb 27, 2020 Assigned Aaa (sf)
USD57,500,000 Class B-R Senior Secured Floating Rate Notes,
Affirmed Aaa (sf); previously on Aug 2, 2023 Upgraded to Aaa (sf)
HPS Loan Management 11-2017, Ltd., originally issued in May 2017
and partially refinanced in February 2020, is a managed cashflow
CLO. The notes are collateralized primarily by a portfolio of
broadly syndicated senior secured corporate loans. The portfolio is
managed by HPS Investment Partners CLO (US), LLC. The transaction's
reinvestment period ended in May 2022.
RATINGS RATIONALE
The upgrades on the ratings on the Class C-R, D-F and D-R notes are
primarily a result of the deleveraging of the Class A-R notes
following amortisation of the underlying portfolio since the last
rating action in December 2023.
The Class A-R notes have paid down by approximately USD101.7
million (31.8%) since the last rating action in December 2023 and
USD247.8 million (77.5%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased. According
to the trustee report dated September 2024 [1] the Class A/B, Class
C and Class D OC ratios are reported at 171.1%, 140.2% and 116.3%
compared to November 2023 [2] levels of 142.5%, 126.8% and 112.8%
respectively.
The downgrades to the ratings on the Class E and F notes are due to
the deterioration in their over-collateralisation ratios since the
last rating action in December 2023. The actions reflect the risk
posed to those junior notes as a result of observed par loss.
Defaults and asset sales have led to erosion of the par amount of
the portfolio as reflected in the reduction in the Class E OC ratio
to 104.5% in September 2024 [1] from 105.0% in November 2023 [2].
There is no applicable OC test associated with the Class F, the
ratio for which Moody's calculate to be 101.4%.
The affirmations on the rating on the Class A-R and B-R notes are
primarily a result of the expected losses on the notes remaining
consistent with their current rating levels, after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD219.43m
Defaulted Securities: USD6.28m
Diversity Score: 50
Weighted Average Rating Factor (WARF): 3037
Weighted Average Life (WAL): 3.29 years
Weighted Average Spread (WAS): 3.53%
Weighted Average Coupon (WAC): 8.00%
Weighted Average Recovery Rate (WARR): 47.61%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in October 2024. Moody's concluded
the ratings of the notes are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
ICNQ 2024-MF: Fitch Assigns 'B-(EXP)sf' Rating on Class HRR Certs
-----------------------------------------------------------------
Fitch Ratings has assigned the following expected ratings and
Rating Outlooks to ICNQ 2024-MF Mortgage Trust commercial mortgage
pass-through certificates:
- $176,866,000(a) class A at 'AAAsf'; Outlook Stable;
- $240,600,000(b) class X at 'A-sf'; Outlook Stable;
- $30,634,000(a) class B at 'AA-sf'; Outlook Stable;
- $33,100,000 class C at 'A-sf'; Outlook Stable;
- $46,700,000 class D at 'BBB-sf'; Outlook Stable;
- $71,500,000 class E at 'BB-sf'; Outlook Stable;
- $40,200,000 class F at 'Bsf'; Outlook Stable;
- $26,000,000(c) class HRR at 'B-sf'; Outlook Stable.
(a) The initial certificate balances of classes A and B and the
notional amount of class X are subject to resizing of the senior
trust notes. Any senior trust note resizing will result in a
corresponding increase or decrease to the senior non-trust notes
such that the whole loan balance will remain unchanged at $525.0
million.
(b) Interest only.
(c) Horizontal risk retention interest representing at least 5.0%
of the estimated fair value of all classes.
Transaction Summary
The certificates represent the beneficial interests in the ICNQ
2024-MF Mortgage Trust that is expected to hold $200.0 million of
pari passu senior trust notes and $225.0 of junior trust notes. The
trust notes along with $100.0 million of pari passu senior
non-trust companion notes comprise a $525.0 million, five-year,
fixed-rate, interest-only (IO) whole mortgage loan.
Whole loan proceeds will be used to refinance approximately $497.0
million of existing debt and pay $20.5 million of closing-related
and rate buydown costs. The $100.0 million of non-trust senior
companion notes are expected to be contributed to one or more
future securitizations.
The whole loan will be secured by the borrowers' fee simple
interest for five properties in the portfolio and one leasehold
property with a total of 1,790 units (including 461 furnished
short-term rental units) and 97,273 sf of commercial space located
across five markets (Denver, Chicago, Nashville, Miami and Austin).
The properties were constructed between 2018 and 2022 and acquired
by the sponsor in a series of transactions between 2019 and 2022.
The loan is expected to be originated by German American Capital
Corporation and Goldman Sachs Bank USA. Wells Fargo Bank, N.A. will
be the master servicer, with KeyBank, N.A. as the special servicer.
Computershare Trust Company, N.A. will act as trustee and
certificate administrator. Park Bridge Lender Services LLC will
serve as operating advisor. The transaction is expected to close on
Nov. 13, 2024. The certificates are expected to follow a
sequential-paydown structure.
KEY RATING DRIVERS
Fitch Net Cash Flow: Fitch Ratings' net cash flow (NCF) for the
property is estimated at $36.1 million; this is 16.5% lower than
the issuer's NCF and 10.5% higher than TTM August 2024 NCF. Fitch
applied an 8.0% cap rate to derive a Fitch value of $451.6
million.
High Fitch Leverage: The $525 million total debt, inclusive of $425
million trust amount and $100 million of pari passu senior debt,
has a Fitch stressed debt service coverage ratio (DSCR),
loan-to-value ratio (LTV) and debt yield of 0.8x, 116.0% and 6.9%,
respectively.
Asset Quality: The portfolio comprises mid- and high-rise apartment
buildings that were constructed between 2018 and 2022. Each
building is well amenitized, with fitness centers, concierge
services, food and beverage options, designer furnishings, bike
storage, pools and fire pits, among other amenities. Fitch
inspected three of the properties in the portfolio and assigned all
inspected properties property quality grades in the "B+" to "A-"
range.
Portfolio Diversity: The portfolio comprises six multifamily
properties totaling 1,790 units and 97,273 sf of commercial space
located across five markets and five states. Of the 1,790 units,
1,198 (or 66.9%) of the units are traditional multifamily units,
131 (or 7.3%) of the units are furnished extended-stay units and
the remaining 461 (or 25.8%) of the units are furnished short-term
rental (STR) units.
Exposure to Short-term Rentals: Furnished STR units account for
25.8% of the total number of units in the portfolio, including one
property that consists entirely of furnished STR units. The revenue
from STR units can be more volatile than traditional multifamily
units and more akin to hospitality. However, the STR units have the
same layouts, fittings and appliances as the traditional
multifamily units and can be easily converted to furnished
extended-stay units or traditional multifamily units should the
need arise.
Furthermore, the sponsor has operated STR units for five years.
Fitch adjusted its cap rate, which is comparatively higher than
recent multifamily portfolios Fitch has rated, to reflect the
concentration of STR units.
Experienced Sponsorship: The loan is sponsored by ICONIQ Capital
Management, LLC (ICONIQ). Founded in 2011, ICONIQ is a global
investment firm managing more than $80 billion in assets,
specializing in building resilient investment portfolios and
partnering with entrepreneurs across various sectors. ICONIQ owns
89% of the Sentral property management platform and co-operates
Sentral alongside the properties. Sentral operates in 21 cities,
managing over 10,000 units.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB-sf'/'Bsf'/'B-sf';
- 10% NCF Decrease:
'AAsf'/'BBB+sf'/'BBB-sf'/'BBsf'/'Bsf'/'CCCsf'/'CCCsf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB-sf'/'Bsf'/'B-sf';
- 10% NCF Increase:
'AAAsf'/'AA+sf'/'A+sf'/'BBB+sf'/'BBsf'/'BB-sf'/'B+sf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with third-party due diligence information from
Ernst & Young LLP. The third-party due diligence information was
provided on Form ABS Due Diligence-15E and focused on a comparison
and re-computation of certain characteristics with respect to the
mortgage loan. Fitch considered this information in its analysis,
and the findings did not have an impact on the analysis. A copy of
the ABS Due Diligence Form-15E received by Fitch in connection with
this transaction may be obtained via the link contained at the
bottom of the related rating action commentary.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
JP MORGAN 2018-AON: S&P Affirms CCC (sf) Rating on Cl. HRR Certs
----------------------------------------------------------------
S&P Global Ratings lowered its ratings on seven classes of
commercial mortgage pass-through certificates from J.P. Morgan
Chase Commercial Mortgage Securities Trust 2018-AON, a U.S. CMBS
transaction. At the same time, S&P affirmed its 'CCC (sf)' ratings
on two classes from the transaction.
This U.S. standalone (single-borrower) CMBS transaction is backed
by a portion ($400.0 million, as of the Oct. 7, 2024, trustee
remittance report) of a 4.63% per annum fixed-rate interest-only
(IO) $536.0 million whole mortgage loan secured by the borrower's
fee-simple interest in AON Center, an 83-story, 2.8 million sq.
ft., 1974-built, class A office property located at 200 East
Randolph Street in Chicago's East Loop office submarket. The
property consists of approximately 2.5 million sq. ft. of office
space and 270,000 sq. ft. of retail, storage, telecom, and amenity
space. It is adjacent to Millennium Park with views of the Chicago
skyline and access to multiple transportation hubs.
Amenities at the property include a 15,000 sq. ft. gym, a 14,000
sq. ft. tenant lounge, and a 7,000 sq. ft. conference facility.
Rating Actions
The downgrades on classes A, B, C, D, and E and the affirmations on
classes F and HRR primarily reflect that:
-- The property is currently 71.6% leased, after adjusting the
June 30, 2024, rent roll to reflect known tenant movements, which
is relatively stagnant since our last review, in November 2023. In
addition, according to CoStar, about 7.0% of the net rentable area
(NRA) at the property is currently on the market for sublease.
The property's office submarket continues to experience elevated
rates of vacancy (over 25.0%) and availability (over 30.0%) for 4-
and 5-star office properties. CoStar projects the submarket vacancy
to reach 29.1% by the loan's modified extended maturity date in
2026. S&P said, "We assessed that the sponsor would need to incur
substantial costs in tenant improvement (TI) offerings and rent
concessions to attract and retain tenants at the property. Given
these factors, we considered that the property's performance would
likely not return to historical levels in the near term."
-- S&P's revised expected-case valuation for the property is now
5.7% lower than the value it derived in its last review and 27.9%
below its value at issuance. To arrive at this value, we assumed
higher TI costs for the property.
-- S&P has concerns with the sponsor's ability to refinance the
loan if the property's performance and appraised market value do
not materially improve. The servicer reported a debt service
coverage of 1.61x for the whole loan for the six months ended June
30, 2024, and 1.63x for year-end 2023, based on the current 4.63%
fixed annual interest rate on the whole loan that is well below
prevailing rates for office properties in the current interest rate
environment. The property was appraised at $414.0 million as of May
2023 compared with the whole loan balance of $536.0 million. The
sponsor previously defaulted because it was unable to pay off the
loan by its original July 1, 2023, maturity date. The loan was
subsequently modified, and the maturity date was extended to July
1, 2026.
S&P said, "The downgrade on class E and affirmations on classes F
and HRR at 'CCC (sf)' reflect our view that, due to current market
conditions and valuation, and their positions in the payment
waterfall, these classes are or remain at heightened risk of
default and loss and are susceptible to liquidity interruption.
"The downgrades on the class X-A and X-B IO certificates reflect
our criteria for rating IO securities, in which the ratings on the
IO securities would not be higher than that of the lowest-rated
reference class. The notional amount of the class X-A certificates
references class A, while class X-B references classes B and C.
"We will continue to monitor the tenancy and performance of the
property and loan. If we receive information that differs
materially from our expectations, we may revisit our analysis and
take further rating actions, as we determine necessary."
Property-Level Analysis Updates
S&P said, "In our November 2023 review, we noted that the property
had limited new leasing activity and was 75.7% occupied, using the
September 2023 rent roll. Further, as part of the loan modification
and extension transaction, $39.7 million was deposited in various
lender-controlled reserve accounts to primarily fund tenant and
leasing costs. At that time, we assumed a 75.0% occupancy rate (in
line with the office submarket's vacancy rate and the property's
reported in-place occupancy rate), a $42.25 per sq. ft. S&P Global
Ratings gross rent, and a 57.5% operating expense ratio to arrive
at an S&P Global Ratings long-term sustainable net cash flow (NCF)
of $33.4 million. Utilizing a 7.50% S&P Global Ratings
capitalization rate, and adding $7.8 million for the present value
of future rent steps for investment-grade rated tenants, we derived
an S&P Global Ratings expected-case value of $453.4 million or $163
per sq. ft. (see "Eight J.P. Morgan Chase Commercial Mortgage
Securities Trust 2018-AON Ratings Lowered And One Affirmed,"
published Nov. 20, 2023).
"According to the June 30, 2024, rent roll, the property was 75.6%
occupied. However, we expect the occupancy to drop to 71.6% after
reflecting leasing updates from the master servicer, KeyBank Real
Estate Capital (KeyBank), namely the departure or anticipated
vacancy of tenants Veolia Environment (1.2% of total NRA) in July
2024 and Health Care Services (4.6%) in January 2025 (when its
lease expires)."
Reflecting the known tenant movements, the five largest tenants
comprise 43.3% of NRA, and they are:
-- AON Corp. (14.1% of NRA; 18.2% of gross rent, as calculated by
S&P Global Ratings; December 2030 lease expiration).
-- KPMG LLP (9.7%; 13.3%; August 2029). In late 2023, the tenant
exercised its right to contract space on the 60th floor, according
to KeyBank.
-- Jones Lang LaSalle (7.2%; 10.0%; May 2032). According to
KeyBank, the tenant is dark on 30.4% of its leased space or 2.2% of
the property's total NRA. Per CoStar, this space is currently being
marketed for sublease. The tenant has a termination option
effective May 2029.
-- WEC Business Services (6.2%; 8.7%; April 2029). According to
CoStar, the tenant is currently marketing 36.0% of its leased NRA
or 2.2% of the property's total NRA for sublease and has a
termination option effective April 2026.
-- Kraft Heinz Foods Co. (6.1%; 9.4%; July 2033).
The property has minimal NRA (less than 5.0%) rolling through 2028.
However, there is concentrated tenant rollover in 2029 (21.7% of
NRA) and 2030 (14.9%). Per the October 2024 Commercial Real Estate
Finance Council loan-level reserve report, there is about $29.8
million in various lender-controlled reserve accounts, a majority
of which is earmarked for tenant and leasing costs.
According to CoStar, the East Loop office submarket, where the
property is located, continues to experience elevated vacancy and
availability rates. As of November 2024, 4- and 5-star office
properties in the submarket had a 27.7% vacancy rate, 34.8%
availability rate, and $41.92 per sq. ft. asking rent. CoStar
projects vacancy and asking rent to increase to 29.1% and $42.33
per sq. ft., respectively, in 2026. This compares with the
property's assumed vacancy of 28.4% and gross rent of $44.48 per
sq. ft., as calculated by S&P Global Ratings.
S&P said, "In our current analysis, we utilized a 71.6% occupancy
rate (which reflects our assumed rate after adjusting the June 30,
2024, rent roll for known tenant movements and on par with the
property's office submarket metrics), an S&P Global Ratings gross
rent of $44.48 per sq. ft., a 59.4% operating expense ratio, and
higher TI costs to arrive at an S&P Global Ratings long-term
sustainable NCF of $31.6 million, 5.4% lower than our NCF at last
review. Using a 7.50% S&P Global Ratings capitalization rate
(unchanged from our last review) and adding to value $6.0 million
for the present value of the future rent steps for
investment-grade-rated tenants, we arrived at an S&P Global Ratings
expected-case value of $427.5 million or $154 per sq. ft., 5.7%
lower than the value at our last review, a 27.9% decline from our
issuance value of $592.7 million, and relatively on par with the
May 2023 appraised value of $414.0 million. This yielded an S&P
Global Ratings loan-to-value (LTV) ratio of 125.4% on the whole
loan balance. Including the two mezzanine loans totaling $141.5
million, the S&P Global Ratings LTV ratio increases to 158.5%."
Table 1
Servicer-reported collateral performance
Six months ended
June 30, 2024(i) 2023(i) 2022(i) 2021(i)
Occupancy rate (%) 75.6 75.6 76.0 85.4
Net cash flow (mil. $) 20.4 40.9 38.8 51.1
Debt service coverage (x)(ii) 1.61 1.63 1.54 1.87
Appraisal value (mil. $) 414.0 414.0 780.0 780.0
(i)Reporting period.
(ii)On the whole loan balance of $536.0 million.
Table 2
S&P Global Ratings' key assumptions
Current review Last review At issuance
(Nov 2024)(i) (Nov 2023)(i) (June 2018)(i)
Occupancy rate (%) 71.6 75.0 85.0
Net cash flow (mil. $) 31.6 33.4 40.5
Capitalization rate (%) 7.50 7.50 7.00
Add-to-value (mil. $)(ii) 6.0 7.8 13.9
Value (mil. $) 427.5 453.4 592.7
Value per sq. ft. ($) 154 163 213
Loan-to-value ratio (%)(iii) 125.4 118.2 90.4
(i)Review period.
(ii)The present value of future rent steps for investment grade
rated tenants.
(iii)On the whole loan balance of $536.0 million.
Ratings Lowered
J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-AON
Class A to 'A- (sf)' from 'AA (sf)'
Class B to 'BB+(sf)' from 'A- (sf)'
Class C to 'B+ (sf)' from 'BBB- (sf)'
Class D to 'B- (sf)' from 'BB- (sf)'
Class E to 'CCC (sf)' from 'B- (sf)'
Class X-A to 'A- (sf)' from 'AA (sf)'
Class X-B to 'B+ (sf)' from 'BBB- (sf)'
Ratings Affirmed
J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-AON
Class F: CCC (sf)
Class HRR: CCC (sf)
JP MORGAN 2024-10: Moody's Assigns B2 Rating to Cl. B-5 Certs
-------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to 43 classes of
residential mortgage-backed securities (RMBS) issued by J.P. Morgan
Mortgage Trust 2024-10, and sponsored by J.P. Morgan Mortgage
Acquisition Corp. (JPMMAC).
The securities are backed by a pool of prime jumbo (93.2% by
balance) and GSE-eligible (6.8% by balance) residential mortgages
aggregated by JPMMAC, including loans aggregated by MAXEX Clearing
LLC (MAXEX; 16.1% by loan balance), and originated and serviced by
multiple entities.
The complete rating actions are as follows:
Issuer: J.P. Morgan Mortgage Trust 2024-10
Cl. A-2, Definitive Rating Assigned Aaa (sf)
Cl. A-3, Definitive Rating Assigned Aaa (sf)
Cl. A-3-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-4, Definitive Rating Assigned Aaa (sf)
Cl. A-4-A, Definitive Rating Assigned Aaa (sf)
Cl. A-4-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-5, Definitive Rating Assigned Aaa (sf)
Cl. A-5-A, Definitive Rating Assigned Aaa (sf)
Cl. A-5-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-6, Definitive Rating Assigned Aaa (sf)
Cl. A-6-A, Definitive Rating Assigned Aaa (sf)
Cl. A-6-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-7, Definitive Rating Assigned Aaa (sf)
Cl. A-7-A, Definitive Rating Assigned Aaa (sf)
Cl. A-7-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-8, Definitive Rating Assigned Aaa (sf)
Cl. A-8-A, Definitive Rating Assigned Aaa (sf)
Cl. A-8-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-9, Definitive Rating Assigned Aa1 (sf)
Cl. A-9-A, Definitive Rating Assigned Aa1 (sf)
Cl. A-9-X*, Definitive Rating Assigned Aa1 (sf)
Cl. A-11, Definitive Rating Assigned Aaa (sf)
Cl. A-11-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-12, Definitive Rating Assigned Aaa (sf)
Cl. A-13, Definitive Rating Assigned Aaa (sf)
Cl. A-13-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-14, Definitive Rating Assigned Aaa (sf)
Cl. A-14-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-14-X2*, Definitive Rating Assigned Aaa (sf)
Cl. A-14-X3*, Definitive Rating Assigned Aaa (sf)
Cl. A-14-X4*, Definitive Rating Assigned Aaa (sf)
Cl. A-X-1*, Definitive Rating Assigned Aa1 (sf)
Cl. A-X-2*, Definitive Rating Assigned Aa1 (sf)
Cl. A-X-3*, Definitive Rating Assigned Aa1 (sf)
Cl. B-1, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-A, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-X*, Definitive Rating Assigned Aa3 (sf)
Cl. B-2, Definitive Rating Assigned A3 (sf)
Cl. B-2-A, Definitive Rating Assigned A3 (sf)
Cl. B-2-X*, Definitive Rating Assigned A3 (sf)
Cl. B-3, Definitive Rating Assigned Baa3 (sf)
Cl. B-4, Definitive Rating Assigned Ba2 (sf)
Cl. B-5, Definitive Rating Assigned B2 (sf)
*Reflects Interest-Only Classes
After the provisional ratings were assigned on October 7, 2024, 7
loans from the pool were dropped.
RATINGS RATIONALE
The ratings are based on the credit quality of the mortgage loans,
the structural features of the transaction, the origination quality
and the servicing arrangement, the third-party review, and the
representations and warranties framework.
Moody's expected loss for this pool in a baseline scenario-mean is
0.38%, in a baseline scenario-median is 0.16% and reaches 6.33% at
a stress level consistent with Moody's Aaa ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in July 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
JP MORGAN 2024-INV1: Moody's Assigns B3 Rating to Cl. B-5 Certs
---------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to 33 classes of
residential mortgage-backed securities (RMBS) issued by J.P. Morgan
Mortgage Trust 2024-INV1, and sponsored by J.P. Morgan Mortgage
Acquisition Corp.
The securities are backed by a pool of prime jumbo (63.1% by
balance) and GSE-eligible (36.9% by balance) residential mortgages
aggregated by JPMMAC, including loans aggregated by MAXEX Clearing
LLC (MAXEX; 0.9% by loan balance), and originated and serviced by
multiple entities.
The complete rating actions are as follows:
Issuer: J.P. Morgan Mortgage Trust 2024-INV1
Cl. A-2, Definitive Rating Assigned Aaa (sf)
Cl. A-3, Definitive Rating Assigned Aaa (sf)
Cl. A-3-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-4, Definitive Rating Assigned Aaa (sf)
Cl. A-4-A, Definitive Rating Assigned Aaa (sf)
Cl. A-4-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-5, Definitive Rating Assigned Aaa (sf)
Cl. A-5-A, Definitive Rating Assigned Aaa (sf)
Cl. A-5-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-6, Definitive Rating Assigned Aaa (sf)
Cl. A-6-A, Definitive Rating Assigned Aaa (sf)
Cl. A-6-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-7, Definitive Rating Assigned Aaa (sf)
Cl. A-7-A, Definitive Rating Assigned Aaa (sf)
Cl. A-7-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-8, Definitive Rating Assigned Aaa (sf)
Cl. A-8-A, Definitive Rating Assigned Aaa (sf)
Cl. A-8-X*, Definitive Rating Assigned Aaa (sf)
Cl. A-9, Definitive Rating Assigned Aa1 (sf)
Cl. A-9-A, Definitive Rating Assigned Aa1 (sf)
Cl. A-9-X*, Definitive Rating Assigned Aa1 (sf)
Cl. A-X-1*, Definitive Rating Assigned Aa1 (sf)
Cl. A-X-2*, Definitive Rating Assigned Aa1 (sf)
Cl. A-X-3*, Definitive Rating Assigned Aa1 (sf)
Cl. B-1, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-A, Definitive Rating Assigned Aa3 (sf)
Cl. B-1-X*, Definitive Rating Assigned Aa3 (sf)
Cl. B-2, Definitive Rating Assigned A3 (sf)
Cl. B-2-A, Definitive Rating Assigned A3 (sf)
Cl. B-2-X*, Definitive Rating Assigned A3 (sf)
Cl. B-3, Definitive Rating Assigned Baa3 (sf)
Cl. B-4, Definitive Rating Assigned Ba3 (sf)
Cl. B-5, Definitive Rating Assigned B3 (sf)
*Reflects Interest-Only Classes
RATINGS RATIONALE
The ratings are based on the credit quality of the mortgage loans,
the structural features of the transaction, the origination quality
and the servicing arrangement, the third-party review, and the
representations and warranties framework.
Moody's expected loss for this pool in a baseline scenario-mean is
0.75%, in a baseline scenario-median is 0.42% and reaches 9.00% at
a stress level consistent with Moody's Aaa ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in July 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
JPMDB 2020-COR7: Fitch Lowers Rating on Class G-RR Certs to 'B-sf'
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Fitch Ratings has downgraded three and affirmed 13 classes of JPMDB
Commercial Mortgage Securities Trust 2020-COR7 (JPMDB 2020-COR7)
commercial mortgage pass-through certificates. Fitch has also
assigned Negative Rating Outlooks to two classes following the
downgrades and revised Outlooks on eight classes to Negative from
Stable.
Entity/Debt Rating Prior
----------- ------ -----
JPMDB 2020-COR7
A-2 46652JAT9 LT AAAsf Affirmed AAAsf
A-3 46652JAU6 LT AAAsf Affirmed AAAsf
A-4 46652JAV4 LT AAAsf Affirmed AAAsf
A-5 46652JAW2 LT AAAsf Affirmed AAAsf
A-S 46652JBA9 LT AAAsf Affirmed AAAsf
A-SB 46652JAX0 LT AAAsf Affirmed AAAsf
B 46652JBB7 LT AA-sf Affirmed AA-sf
C 46652JBC5 LT A-sf Affirmed A-sf
D 46652JAC6 LT BBBsf Affirmed BBBsf
E 46652JAE2 LT BBB-sf Affirmed BBB-sf
F-RR 46652JAG7 LT BB-sf Downgrade BBB-sf
G-RR 46652JAJ1 LT B-sf Downgrade BBsf
H-RR 46652JAL6 LT CCCsf Downgrade B+sf
X-A 46652JAY8 LT AAAsf Affirmed AAAsf
X-B 46652JAZ5 LT AA-sf Affirmed AA-sf
X-D 46652JAA0 LT BBB-sf Affirmed BBB-sf
KEY RATING DRIVERS
Increase in 'Bsf' Loss Expectations: The downgrades reflect
increased pool loss expectations since the prior rating action
driven by deteriorated performance on Fitch Loans of Concern
(FLOCs), including LA County Office Portfolio, 675 Creekside Way,
Hampton Roads Office Portfolio, Frick Building, 1340 Concord,
Roscoe Office, Apollo Education Group HQ Campus, GIP REIT
Portfolio, and NOV Headquarters. The Negative Outlooks reflect the
substantial concentration of office loans (71.6%), high
concentration of loans with single-tenant office exposure (24.7%)
and potential for further downgrade should performance of the FLOCs
fail to stabilize.
Fitch's current ratings incorporate an increased 'Bsf' rating case
loss of 5.6% from 4.2% at Fitch's prior rating action. Eleven loans
are classified as Fitch Loans of Concern (FLOCs; 47.0% of the
pool), including one loan (5.6%) in special servicing.
The largest increase in loss expectations since the prior rating
action and the second largest overall contributor to loss is the
Frick Building loan (4.7%), which is secured by a 353,677 sf office
property in downtown Pittsburgh, PA. Property performance continues
to deteriorate with occupancy falling to 57% as of June 2024 from
59% at YE 2023. This remains below the 67% occupancy at the end of
YE 2022. Occupancy had declined from issuance due to the departure
of the second largest tenant, Goehring, Rutter Boehm (7.5% of NRA)
in 2021 at lease expiration.
As a result of the declines, cashflow continues to fall. TTM June
2024 NOI was down 16% year-over-year and remains 42% below the
originator's underwritten NOI from issuance. The TTM June 2024 NOI
DSCR was 1.07x, a decline from 1.27x at YE 2023 and compares with
1.35x as of YE 2022.
Fitch's 'Bsf' rating case loss of 17% (prior to concentration
adjustments) reflects a 10% cap rate, 5% stress to the YE 2023 NOI
and factors in an increased probability of default due to the
deteriorating cash flow driving heightened default concerns.
The second largest increase in loss expectations since the prior
rating action and largest overall contributor to loss is the LA
County Office Portfolio loan (9.6%). The loans is secured by a
portfolio of five office buildings totaling 346,786 sf in the Los
Angeles MSA.
Portfolio performance continues to deteriorate from issuance with
occupancy declining to 81% as of June 2024, down from 91% as of YE
2022 and remains below issuance occupancy of 98%. The TTM June 2024
NOI is down 3% year-over-year and remains 29% below the
originator's underwritten NOI from issuance. Additionally, the
portfolio has substantial near-term rollover with approximately 46%
of leases expected to expire by the end of 2025, including the
expiration of the second largest tenant PennyMac (15% of portfolio
NRA) with lease expiration in July 2025.
Fitch's 'Bsf' rating case loss (prior to concentration adjustments)
of 12% reflects a 10% stress to the TTM June 2024 NOI and an
elevated cap rate of 9.75%.
The third largest increase in loss expectations since the prior
rating action and third largest overall contributor to loss is the
Hampton Roads Office Portfolio loan (5.6%). The loan is secured by
a portfolio of 16 office buildings totaling 1.32 million sf in
Chesapeake, Virginia Beach, and Hampton, VA. The loan transferred
to special servicing in November 2023 due to the borrower's request
for a modification. The portfolio was 78% occupied as of January
2024, down from 88% at issuance. The portfolio reported an NOI DSCR
of 1.37x as of June 2024, which compares with 1.32x as of YE 2023
and 1.24x as of YE 2022. The TTM June 2024 NOI remains 16% below
the originator's underwritten NOI from issuance.
Fitch's 'Bsf' ratings case loss of 11% (prior to concentration
add-ons) reflects a 25% stress to the YE 2022 NOI with a cap rate
of 10.0% for the portfolio.
Single-Tenant Office Exposure: Loans representing 24.7% of the pool
are secured by single tenant office properties, which include 675
Creekside Way (6.1% of pool), Peace Coliseum (4.9%), Chase Center
Towers I & II (combined 4.8% of the pool), 1340 Concord (3.1%),
Apollo Education Group HQ Campus (2.1%), NOV Headquarters (1.4%),
Staples Headquarters (1.4%), and Guidepost Montessori (0.9%).
Several of the tenants at these properties have vacated and the
buildings remain dark, including 675 Creekside Way, 1340 Concord,
Apollo Education Group HQ Campus, and NOV Headquarters. Loans with
dark tenant exposure have elevated losses, mitigated by loan
structures that include cash sweeps and longer-term lease
expirations.
Changes to Credit Enhancement: As of the October 2024 distribution
date, the pool's aggregate principal balance has paid down by 2.3%
to $710.9 million from $727.4 million at issuance. There are 18
full-term, IO loans (58.9% of pool) remaining, while two loans are
defeased (3.3%). Cumulative interest shortfalls totaling $105,232
are affecting the non-rated class NR-RR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to the senior 'AAAsf' rated classes are not expected due
to the position in the capital structure and expected continued
amortization and loan repayments, but may occur if deal-level
losses increase significantly and/or interest shortfalls occur or
are expected to occur.
Downgrades to the junior 'AAAsf' rated classes with Negative
Outlooks are possible with continued performance deterioration of
the FLOCs, increased expected losses and limited to no improvement
in class CE, or if interest shortfalls occur.
Downgrades to classes rated in the 'AAsf' and 'Asf' categories
could occur if deal-level losses increase significantly from
outsized losses on larger FLOCs or more loans than expected
experience performance deterioration or default at or before
maturity.
Downgrades to the 'BBBsf', 'BBsf', and 'Bsf' categories are
possible with higher-than-expected losses from continued
underperformance of the FLOCs, in particular office loans with
deteriorating performance or with greater certainty of losses on
FLOCs. Loans of particular concern include LA County Office
Portfolio, 675 Creekside Way, Hampton Roads Office Portfolio, Frick
Building, 1340 Concord, Roscoe Office, Apollo Education Group HQ
Campus, GIP REIT Portfolio, and NOV Headquarters.
Downgrades to classes with distressed ratings would occur if
additional loans transfer to special servicing or default, as
losses are realized or become more certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to classes rated in the 'AAsf' and 'Asf' category may be
possible with significantly increased credit enhancement (CE) from
paydowns and/or defeasance, coupled with stable-to-improved
pool-level loss expectations and improved performance on the FLOCs.
Classes would not be upgraded above 'AA+sf' if there were
likelihood for interest shortfalls.
Upgrades to the 'BBBsf' category rated classes would be limited
based on sensitivity to concentrations or the potential for future
concentration.
Upgrades to the 'Bsf' category rated classes are not likely until
the later years in a transaction and only if the performance of the
remaining pool is stable, recoveries on the FLOCs are better than
expected and there is sufficient CE to the classes.
Upgrades to distressed ratings are not expected but would be
possible with better than expected recoveries on specially serviced
loans or significantly higher values on FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MAGNETITE XXX: S&P Assigns BB- (sf) Rating on Class E-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-R, B-1-R,
B-2-R, C-R, D-1-R, D-2-R, and E-R debt and the new class X debt
from Magnetite XXX Ltd./Magnetite XXX LLC, a CLO originally issued
in November 2021 that is managed by BlackRock Financial Management
Inc. At the same time, S&P withdrew its ratings on the original
class A, B, C, D, and E debt following payment in full on the Nov.
6, 2024, refinancing date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended to Oct. 25, 2026.
-- The reinvestment period was extended to Oct. 25, 2029.
-- The legal final maturity dates for the replacement debt and
existing subordinated notes were extended by approximately three
years to Oct. 25, 2037.
-- The class X debt was issued on the refinancing date and is
expected to be paid down using interest proceeds during the first
seven payment dates in equal installments of $300,000, beginning on
the April 2025 payment date.
-- The required minimum overcollateralization and interest
coverage ratios were amended.
-- $3.0 million additional subordinated notes were issued on the
refinancing date.
-- The transaction has adopted benchmark replacement language and
was updated to conform to current rating agency methodology.
S&P will continue to review whether, in its view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary.
Ratings Assigned
Magnetite XXX Ltd./Magnetite XXX LLC
Class X, $2.10 million: AAA (sf)
Class A-R, $299.25 million: AAA (sf)
Class B-1-R, $51.75 million: AA (sf)
Class B-2-R, $10.00 million: AA (sf)
Class C-R (deferrable), $28.50 million: A (sf)
Class D-1-R (deferrable), $28.50 million: BBB- (sf)
Class D-2-R (deferrable), $2.375 million: BBB- (sf)
Class E-R (deferrable), $16.15 million: BB- (sf)
Ratings Withdrawn
Magnetite XXX Ltd./Magnetite XXX LLC
Class A to NR from 'AAA (sf)'
Class B to NR from 'AA (sf)'
Class C to NR from 'A (sf)'
Class D to NR from 'BBB- (sf)'
Class E to NR from 'BB- (sf)'
Other Debt
Magnetite XXX Ltd./Magnetite XXX LLC
Subordinated notes, $46.94 million: NR
NR--Not rated.
MIDOCEAN CREDIT VIII: Fitch Affirms B+ Rating on Cl. F Notes
------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the class A-1-R, A-2 and
F notes of MidOcean Credit CLO VIII. Fitch has also revised the
Rating Outlook on the class F notes to Negative from Stable. The
Outlooks for the other two rated tranches remain Stable.
Entity/Debt Rating Prior
----------- ------ -----
MidOcean Credit
CLO VIII
A-1-R 59801MAL2 LT AAAsf Affirmed AAAsf
A-2 59801MAC2 LT AAAsf Affirmed AAAsf
F 59801NAC0 LT B+sf Affirmed B+sf
Transaction Summary
MidOcean VIII is an arbitrage cash flow collateralized loan
obligation (CLO) managed by MidOcean Credit Fund Management LP. The
transaction closed in February 2018, partially refinanced in April
2021, and exited its reinvestment period in February 2023. The CLO
is secured primarily by first lien senior secured leveraged loans.
KEY RATING DRIVERS
Portfolio Losses and Portfolio Spread Compression
The Negative Outlook on class F notes is due to increased portfolio
par losses and a lower weighted average spread (WAS) since the last
review in February 2024. As of October 2024 reporting, portfolio
losses rose to 3.8% of the target par amount from 1.2% at last
review, as a result of credit risk sales and haircuts to defaulted
assets. Consequently, portfolio WAS decreased to 3.1% from 3.4%,
while the portfolio's Fitch Weighted Average Rating Factor (WARF)
improved to 23.6 (B) from 26.2 (B/B-).
The class A-1-R notes have paid down approximately 46% of its
original note balance, which increased credit enhancement (CE)
levels for the class A-1-R and A-2 notes. However, CE levels for
the F notes remain below original levels.
Cash Flow Analysis
Fitch's cash flow analysis, based on the current portfolio,
produced model-implied ratings (MIR) that were in line with the
current ratings of the class A-1-R and A-2 notes and one notch
lower than the current rating of the class F notes.
Fitch affirmed all three classes, considering the ongoing
amortization of the senior notes and the modest magnitude of
failures relative to the default hurdles for the class F notes. The
Negative Outlook on class F notes reflects their sensitivity to
further credit quality deterioration and reduced excess spread.
The Outlooks on class A-1-R and A-2 notes remain Stable, as Fitch
expects that the benefit of continuing deleveraging will offset
potential further deterioration in the portfolio quality or par
losses.
Portfolio Composition
The portfolio consists of 184 obligors, with the largest 10
obligors comprising 17.8% of the portfolio (excluding cash). First
lien loans, cash and eligible investments comprised 99.5% of the
portfolio, and Fitch's weighted average recovery rate (WARR) of the
portfolio is 77.4%, unchanged from last review. The weighted
average life of the portfolio decreased to 3.1 years from 3.6 years
since last review. Exposure to issuers with a Negative Outlook and
Fitch's Watchlist is 17.3% and 13.4%, respectively. Fitch
recognized 0.9% defaults in the current portfolio.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downgrades may occur if realized and projected losses of the
portfolio are higher than what was assumed at closing and the
notes' credit enhancement do not compensate for the higher loss
expectation than initially assumed.
- A 25% increase of the mean default rate across all ratings, along
with a 25% decrease of the recovery rate at all rating levels for
the current portfolio, would lead to no impact on the class A-1-R
and A-2 notes, but downgrades of at least one rating category for
the class F notes, based on the MIRs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Except for the tranches already at the highest 'AAAsf' rating,
upgrades may occur in the event of better-than-expected portfolio
credit quality and transaction performance.
- A 25% reduction of the mean default rate across all ratings,
along with a 25% increase of the recovery rate at all rating levels
for the current portfolio, would lead to upgrade of four notches
for the class F notes, based on the MIRs. Upgrade scenarios are not
applicable for the class A-1-R and A-2 notes as the notes are
already at the highest rating level.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for MidOcean Credit CLO
VIII.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
MONROE CAPITAL XVII: S&P Assigns Prelim BB- (sf) Rating on E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Monroe
Capital MML CLO XVII Ltd./Galaxy 34 CLO LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by middle market speculative-grade
(rated 'BB+' or lower) senior secured term loans. The transaction
is managed by Monroe Capital Management Advisors LLC.
The preliminary ratings are based on information as of Nov. 6,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
Monroe Capital MML CLO XVII Ltd./
Monroe Capital MML CLO XVII LLC
Class A, $98.00 million: AAA (sf)
Class A loans, $130.00 million: AAA (sf)
Class B, $19.00 million: AA (sf)
Class B loans, $25.00 million: AA (sf)
Class C (deferrable), $32.00 million: A (sf)
Class D (deferrable), $24.00 million: BBB- (sf)
Class E (deferrable), $24.00 million: BB- (sf)
Subordinated notes, $47.82 million: Not rated
MORGAN STANLEY 2022-17A: Fitch Assigns BB- Rating on Cl. E-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to the
Morgan Stanley Eaton Vance CLO 2022-17A, Ltd. reset transaction.
Entity/Debt Rating Prior
----------- ------ -----
Morgan Stanley
Eaton Vance CLO
2022-17A, Ltd.
A-1 617922AA7 LT PIFsf Paid In Full AAAsf
X-R LT NRsf New Rating NR(EXP)sf
A-1-R LT AAAsf New Rating AAA(EXP)sf
A-2 617922AC3 LT PIFsf Paid In Full AAAsf
A-2-R LT AAAsf New Rating AAA(EXP)sf
B-1 617922AE9 LT PIFsf Paid In Full AAsf
B-2 617922AL3 LT PIFsf Paid In Full AAsf
B-R LT AAsf New Rating AA(EXP)sf
C 617922AG4 LT PIFsf Paid In Full Asf
C-R LT Asf New Rating A(EXP)sf
D 617922AJ8 LT PIFsf Paid In Full BBB-sf
D-1-R LT BBB-sf New Rating BBB-(EXP)sf
D-2-R LT BBB-sf New Rating BBB-(EXP)sf
E 617923AA5 LT PIFsf Paid In Full BBsf
E-R LT BB-sf New Rating BB-(EXP)sf
Transaction Summary
Morgan Stanley Eaton Vance CLO 2022-17A, Ltd. (the issuer) is an
arbitrage cash flow collateralized loan obligation (CLO) managed by
Morgan Stanley Eaton Vance CLO Manager LLC that originally closed
in August 2022. On Nov. 1, 2024 (the reset date), the CLO's secured
notes will be redeemed in full with refinancing proceeds. The
secured and subordinated notes will provide financing on portfolio
of approximately $400 million of primarily first-lien senior
secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.44, versus a maximum covenant, in accordance with
the initial expected matrix point of 25.35. Issuers rated in the
'B' rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
99.36% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 75.34% versus a
minimum covenant, in accordance with the initial expected matrix
point of 69.3%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 42.5% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1-R, between
'BBB+sf' and 'AA+sf' for class A-2-R, between 'BB+sf' and 'A+sf'
for class B-R, between 'B+sf' and 'BBB+sf' for class C-R, between
less than 'B-sf' and 'BB+sf' for class D-1-R, between less than
'B-sf' and 'BB+sf' for class D-2-R, and between less than 'B-sf'
and 'B+sf' for class E-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1-R and class
A-2-R notes as these notes are in the highest rating category of
'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R, 'AAsf' for class C-R, 'Asf'
for class D-1-R, 'A-sf' for class D-2-R, and 'BBB+sf' for class
E-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Morgan Stanley
Eaton Vance CLO 2022-17A, Ltd.. In cases where Fitch does not
provide ESG relevance scores in connection with the credit rating
of a transaction, programme, instrument or issuer, Fitch will
disclose any ESG factor that is a key rating driver in the key
rating drivers section of the relevant rating action commentary.
MORGAN STANLEY 2024-RPL1: Fitch Assigns BB(EXP) Rating on B-1 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned expected ratings to Morgan Stanley
Residential Mortgage Loan Trust 2024-RPL1, Series 2024-RPL1 (MSRM
2024-RPL1).
Entity/Debt Rating
----------- ------
MSRM 2024-RPL1
A-1 LT AAA(EXP)sf Expected Rating
A-2 LT AA(EXP)sf Expected Rating
M-1 LT A(EXP)sf Expected Rating
M-2 LT BBB(EXP)sf Expected Rating
M LT BBB(EXP)sf Expected Rating
B-1 LT BB(EXP)sf Expected Rating
B-2 LT NR(EXP)sf Expected Rating
B-3 LT NR(EXP)sf Expected Rating
B-4 LT NR(EXP)sf Expected Rating
B-5 LT NR(EXP)sf Expected Rating
B LT NR(EXP)sf Expected Rating
XS LT NR(EXP)sf Expected Rating
SA LT NR(EXP)sf Expected Rating
PT LT NR(EXP)sf Expected Rating
R LT NR(EXP)sf Expected Rating
Transaction Summary
Fitch Ratings expects to rate the residential mortgage-backed notes
to be issued by Morgan Stanley Residential Mortgage Loan Trust
2024-RPL1 (MSRM 2024-RPL1) as indicated above. The notes are
supported by 2,000 seasoned performing and reperforming loans
(RPLs) that had a balance of $352.37 million as of the Sept. 30,
2024 cutoff date.
The transaction is expected to close on Nov. 12, 2024.
The notes are secured by a pool of re-performing and performing
fixed, step-rate and adjustable-rate mortgage (ARM) loans, which
are primarily fully amortizing and balloon payments, seasoned and
interest-only mortgage loans secured primarily by first liens on
one- to four-family residential properties, planned unit
developments (PUDs), condominiums, and manufactured housing
(together with any such properties acquired by the issuer through
foreclosure or grant of a deed-in-lieu of foreclosure after the
cutoff date).
In the pool, 100% of the loans are seasoned over 12 months. Of the
loans, 80.3% are exempt from the qualified mortgage (QM) rule as
they are investment properties or were originated prior to the
Ability to Repay (ATR) rule taking effect in January 2014. The
remaining 19.7% were considered to be non-QM, per Fitch.
Select Portfolio Servicing in (SPS) will service 60.9% of the loans
in the pool, Shellpoint Mortgage Servicing (Shellpoint) will
service 34.1% and Selene Finance LP (Selene) will service 5.1%;
Fitch rates SPS 'RPS1-', Shellpoint 'RPS2' and Selene 'RPS3+'.
The majority of the loans in the collateral pool comprise
fixed-rate mortgages, though ARM loans are in the pool. All loans
that previously referenced Libor now reference applicable Secured
Overnight Financing Rate (SOFR) term rates. None of the classes
have floating or inverse floating rates.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 11.7% above a long-term sustainable level (vs.
11.5% on a national level as of 1Q24, up 0.4% since the prior
quarter). Housing affordability is the worst it has been in decades
driven by both high interest rates and elevated home prices. Home
prices increased 5.9% yoy nationally as of May 2024 despite modest
regional declines, but are still being supported by limited
inventory.
Seasoned and Reperforming Credit Quality (Mixed): The collateral
consists of 2,000 loans, totaling $352.37 million, which includes
deferred amounts. The loans are seasoned approximately 175 months
in aggregate, according to Fitch, as calculated from origination
date (174 months per the transaction documents). Specifically, the
pool comprises 76.4% fully amortizing fixed-rate loans, 12.5% fully
amortizing ARM loans, and 11.1% STEP loans that were treated as ARM
loans.
The borrowers have a moderate credit profile, with a 672 Fitch
model FICO score (680 FICO per the transaction documents). The
transaction has a weighted average (WA) sustainable loan to value
(sLTV) ratio of 56.3%, as determined by Fitch. The debt to income
ratio (DTI) was not provided for the loans in the transaction; as a
result, Fitch applied a 45% DTI to all of the loans.
The pool consists of 86.5% of loans where the borrower maintains a
primary residence, while 13.5% consists of loans for investor
properties or second homes. For loans with an unknown occupancy or
if the borrower was a foreign national, Fitch treated these loans
as investor properties. In its analysis, Fitch considered 19.7% of
the loans to be non-QM loans, while the remaining 80.3% were
considered exempt from QM status. In its analysis, Fitch considered
loans originated after January 2014 non-QM since they are no longer
eligible to be in government-sponsored enterprise (GSE) pools.
In Fitch's analysis, 86.7% of the loans are to single-family homes,
townhouses, and PUDs, 4.1% are to condos or coops, 9.0% are to
manufactured housing or multifamily homes, and less than 0.2% are
for land and mixed use. Fitch treated manufactured properties as
multifamily and the probability of default (PD) was increased for
these loans as a result.
The pool contains 17 loans over $1.0 million, with the largest loan
at $3.85 million.
Based on the transaction documents, 11.5% of the loans have
subordinate financing; Fitch also considered 11.5% of the loans to
have subordinate financing. Fitch viewed all the loans in the pool
in the first lien position based on data provided in the tape and
confirmation from the servicer on the lien position.
Of the pool, 90.2% of the loans were current as of Oct. 1, 2024.
Overall, the pool characteristics resemble RPL collateral;
therefore, the pool was analyzed using Fitch's RPL model, and Fitch
extended liquidation timelines as it typically does for RPL pools.
Approximately 19.4% of the pool is concentrated in California. The
largest metropolitan statistical area (MSA) concentration is in the
New York MSA at 16.6%, followed by the Los Angeles MSA at 8.3% and
the Miami MSA at 5.6%. The top three MSAs account for 30.5% of the
pool. As a result, there was no penalty applied for geographic
concentration.
Sequential Deal Structure (Positive): The transaction utilizes a
sequential payment structure with no advancing of delinquent
principal and interest (P&I) payments. The transaction is
structured with subordination to protect more senior classes from
losses and has a minimal amount of excess interest, which can be
used to repay current or previously allocated realized losses and
cap carryover shortfall amounts.
The interest and principal waterfall prioritize the payment of
interest to the A-1, which is supportive of class A-1 receiving
timely interest. Fitch considers timely interest for 'AAAsf' rated
classes and to ultimate interest for 'AAsf' to 'Bsf' category rated
classes.
The class A-1, A-2, and M-1 notes have a coupon based on a fixed
rate that is capped at the net WA coupon (WAC) prior to December
2028. On and after December 2028, these classes will have a coupon
based on the fixed rate plus 1.0% and the net WAC rate.
The class M-2 notes have a coupon based on the lower of fixed rate
or the net WAC.
The class B-1, B-2, B-3, B-4 and B-5 notes will have coupons based
on the net WAC.
Losses are allocated to classes reverse sequentially starting with
class B-5. Classes will not be written down if the transaction is
undercollateralized.
No Advancing (Mixed): The servicer will not be advancing delinquent
monthly payments of P&I. Because P&I advances made on behalf of
loans that become delinquent and eventually liquidate reduce
liquidation proceeds to the trust, the loan-level loss severities
(LS) are less for this transaction than for those where the
servicer is obligated to advance P&I.
To provide liquidity and ensure timely interest will be paid to the
'AAAsf' rated classes and ultimate interest on the remaining rated
classes, principal will need to be used to pay for interest accrued
on delinquent loans. This will result in stress on the structure
and the need for additional credit enhancement (CE) compared with a
pool with limited advancing. These structural provisions and cash
flow priorities, together with increased subordination, provide for
timely payments of interest to the 'AAAsf' rated classes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper market value declines (MVDs) than
assumed at the MSA level. Sensitivity analyses was conducted at the
state and national levels to assess the effect of higher MVDs for
the subject pool as well as lower MVDs, illustrated by a gain in
home prices.
This defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the
model-projected 42.6% at 'AAAsf'. The analysis indicates that there
is some potential rating migration with higher MVDs for all rated
classes, compared with the model projection. Specifically, a 10%
additional decline in home prices would lower all rated classes by
one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper MVDs than assumed at the MSA level.
Sensitivity analyses was conducted at the state and national levels
to assess the effect of higher MVDs for the subject pool as well as
lower MVDs, illustrated by a gain in home prices.
This defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by AMC, Consolidated Analytics, Clayton, Covius, Digital
Risk and Selene. The third-party due diligence described in Form
15E focused on a tax and title review, data integrity review,
servicing comment review and pay history. A compliance review was
conducted on 99.2% of the loans in the pool since the remaining
0.8% were investors loans that do not need a compliance review per
the due diligence scope. The scope of the review was consistent
with Fitch's criteria. This information was considered in its
analysis. Based on the results of the 100.0% due diligence
performed on the pool, Fitch adjusted the expected losses.
A large portion of the loans received 'C' and 'D' grades mainly due
to missing documentation that resulted in the ability to test for
certain compliance issues. As a result, Fitch applied negative loan
level adjustments, which increased the 'AAAsf' losses by
approximately 2.00% and are further detailed in the Third-Party Due
Diligence section of the presale.
Fitch determined there were 22 loans with material TRID issues; a
$15,500 loss severity penalty was given to loans with material TRID
issues, though this did not have any impact on the given losses.
AMC conducted a title search and found outstanding liens that
pre-date the mortgage. It was confirmed the majority of these liens
are retired and nothing is owed. In the pool, there are loans
totaling approximately $1,033,077 in potentially superior
post-origination recorded liens/judgments. In addition, there are
roughly $433,000 in PACE liens. The trust will be responsible for
these amounts. As a result, Fitch increased the LS by this amount,
since the trust would be responsible for reimbursing the servicer
this amount. This did not have any impact on the given losses.
The due diligence found several loans to be in a non-first lien
position. The servicer confirmed all liens are in the first lien
position and all loans have a title policy in place that will cover
any loss if the loan is found not to be in a first lien position.
As a result of the valid title policy and the servicer monitoring
the lien status, Fitch treated 100% of the pool as comprising first
liens.
Based on the due diligence that was provided, there were only five
loans with a missing document that Fitch had to extend timelines by
three months. This is in addition to the six-month timeline
extension applied to all loans in the pool.
The TPR review was also able to confirm the payment history
provided in the tape was accurate based on their records. As a
result, Fitch was comfortable relying on the payment history data
and the lien status provided in the tape.
DATA ADEQUACY
Fitch relied on an independent third-party due diligence review
performed on 100.0% of the loans. The third-party due diligence was
consistent with Fitch's "U.S. RMBS Rating Criteria." The sponsor
engaged AMC, Consolidated Analytics, Clayton, Covius, Digital Risk
and Selene to perform the review. Loans reviewed under this
engagement were given initial and final compliance grades. A
portion of the loans in the pool received a credit or valuation
review.
An exception and waiver report was provided to Fitch, indicating
that the pool of reviewed loans has a number of exceptions and
waivers. Fitch determined that the exceptions and waivers do
materially affect the overall credit risk of the loans; refer to
the Third-Party Due Diligence section of the presale report for
more details.
Fitch also received confirmation from the servicer that the lien
status and payment history provided in the tape is accurate per its
records. Fitch took this information into consideration in its
analysis.
Fitch also utilized data files that were made available by the
issuer on its SEC Rule 17g-5 designated website. The loan-level
information Fitch received was provided in the American
Securitization Forum's (ASF) data layout format. The ASF data tape
layout was established with input from various industry
participants, including rating agencies, issuers, originators,
investors and others, to produce an industry standard for the
pool-level data in support of the U.S. RMBS securitization market.
The data contained in the data tape layout was populated by the due
diligence company, and no material discrepancies were noted.
ESG Considerations
The transaction has an ESG score of 4 for Transaction Parties and
Operational Risk, due to the adjustment for the rep and warranty
framework without other operational mitigants that increased the
loss expectations and is material to the transaction.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
NEUBERGER BERMAN 57: Fitch Assigns 'BB-sf' Rating on Class E Notes
------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Neuberger
Berman Loan Advisers CLO 57, Ltd.
Entity/Debt Rating Prior
----------- ------ -----
Neuberger Berman
Loan Advisers
CLO 57, Ltd.
A-1 LT AAAsf New Rating AAA(EXP)sf
A-2 LT AAAsf New Rating AAA(EXP)sf
B LT AAsf New Rating AA(EXP)sf
C LT Asf New Rating A(EXP)sf
D-1 LT BBB-sf New Rating BBB-(EXP)sf
D-2 LT BBB-sf New Rating BBB-(EXP)sf
E LT BB-sf New Rating BB-(EXP)sf
Subordinated Notes LT NRsf New Rating NR(EXP)sf
Transaction Summary
Neuberger Berman Loan Advisers CLO 57, Ltd. (the issuer) is an
arbitrage cash flow collateralized loan obligation (CLO) that will
be managed by Neuberger Berman Loan Advisers IV LLC. Net proceeds
from the issuance of the secured and subordinated notes will
provide financing on a portfolio of approximately $500 million of
primarily first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.93, versus a maximum covenant, in accordance with
the initial expected matrix point of 26. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
97.64% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.56% versus a
minimum covenant, in accordance with the initial expected matrix
point of 74.3%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 44% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighetd average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1, between
'BBB+sf' and 'AA+sf' for class A-2, between 'BB+sf' and 'A+sf' for
class B, between 'Bsf' and 'BBB+sf' for class C, between less than
'B-sf' and 'BB+sf' for class D-1, between less than 'B-sf' and
'BB+sf' for class D-2, and between less than 'B-sf' and 'BB-sf' for
class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1 and class A-2
notes as these notes are in the highest rating category of
'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AA+sf' for class C, 'A+sf' for
class D-1, 'A-sf' for class D-2, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Neuberger Berman
Loan Advisers CLO 57, Ltd..
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
OAKTREE CLO 2019-3: S&P Assigns BB- (sf) Rating on Cl. E-R2 Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-R2,
A-2-R2, B-R2, C-R2, D-1-R2, D-2-R2, and E-R2 replacement debt from
Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC, a CLO managed by
Oaktree Capital Management L.P. that was originally issued in
August 2019 and underwent a refinancing in October 2021. At the
same time, S&P withdrew its ratings on the class A1R, A2R, BR, CR,
D1R, D2F, D2L, and ER debt following payment in full on the Nov. 6,
2024, refinancing date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended to Nov. 6, 2026
-- The reinvestment period was extended to Jan. 20, 2030.
-- The legal final maturity dates (for the replacement debt and
the existing subordinated notes) was extended to Jan. 20, 2038.
-- The target initial par amount was raised slightly by about $3.0
million. There is no additional effective date or ramp-up period,
and the first payment date following the refinancing is Jan. 20,
2025.
-- The required minimum overcollateralization and interest
coverage ratios were amended.
-- No additional subordinated notes were issued on the refinancing
date.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC
Class A-1-R2, $480.00 million: AAA (sf)
Class A-2-R2, $30.00 million: AAA (sf)
Class B-R2, $60.00 million: AA (sf)
Class C-R2 (deferrable), $45.00 million: A (sf)
Class D-1-R2 (deferrable), $37.50 million: BBB (sf)
Class D-2-R2 (deferrable), $15.00 million: BBB- (sf)
Class E-R2 (deferrable), $22.50 million: BB- (sf)
Ratings Withdrawn
Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC
Class A1R to NR from 'AAA (sf)'
Class A2R to NR from 'AAA (sf)'
Class BR to NR from 'AA (sf)'
Class CR to NR from 'A (sf)'
Class D1R to NR from 'BBB+ (sf)'
Class D2F to NR from 'BBB- (sf)'
Class D2L to NR from 'BBB- (sf)'
Class ER to NR from 'BB- (sf)'
Other Debt
Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC
Subordinated notes, $84.23 million: NR
NR--Not rated.
OAKTREE CLO 2019-3: S&P Assigns Prelim BB-(sf) Rating on E-R2 Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-1-R2, A-2-R2, B-R2, C-R2, D-1-R2, D-2-R2, and E-R2 replacement
debt from Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC, a CLO
managed by Oaktree Capital Management L.P. that was originally
issued in August 2019 and underwent a refinancing in October 2021.
The preliminary ratings are based on information as of Oct. 31,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Nov. 6, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the October 2021 debt. S&P
said, "At that time, we expect to withdraw our ratings on the
October 2021 debt and assign ratings to the replacement debt.
However, if the refinancing doesn't occur, we may affirm our
ratings on the October 2021 debt and withdraw our preliminary
ratings on the replacement debt."
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The non-call period will be extended to Nov. 6, 2026
-- The reinvestment period will be extended to Jan. 20, 2030.
-- The legal final maturity dates (for the replacement debt and
the existing subordinated notes) will be extended to Jan. 20,
2038.
-- The target initial par amount was raised slightly by about $3.0
million. There will be no additional effective date or ramp-up
period, and the first payment date following the refinancing is
Jan. 20, 2025.
-- The required minimum overcollateralization and interest
coverage ratios will be amended.
-- No additional subordinated notes will be issued on the
refinancing date.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC
Class A-1-R2, $480.00 million: AAA (sf)
Class A-2-R2, $30.00 million: AAA (sf)
Class B-R2, $60.00 million: AA (sf)
Class C-R2 (deferrable), $45.00 million: A (sf)
Class D-1-R2 (deferrable), $37.50 million: BBB (sf)
Class D-2-R2 (deferrable), $15.00 million: BBB- (sf)
Class E-R2 (deferrable), $22.50 million: BB- (sf)
Other Debt
Oaktree CLO 2019-3 Ltd./Oaktree CLO 2019-3 LLC
Subordinated notes, $84.23 million: Not rated
OCP CLO 2024-37: S&P Assigns Prelim BB- (sf) Rating on Cl. E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to OCP CLO
2024-37 Ltd./OCP CLO 2024-37 LLC's fixed- and floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Onex Credit Partners LLC, a
subsidiary of Onex Corp.
The preliminary ratings are based on information as of Nov. 1,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Preliminary Ratings Assigned
OCP CLO 2024-37 Ltd./OCP CLO 2024-37 LLC
Class A-1, $416.00 million: AAA (sf)
Class A-2, $13.00 million: AAA (sf)
Class B-1, $58.50 million: AA (sf)
Class B-2, $6.50 million: AA (sf)
Class C (deferrable), $39.00 million: A (sf)
Class D-1 (deferrable), $39.00 million: BBB- (sf)
Class D-2 (deferrable), $6.50 million: BBB- (sf)
Class E (deferrable), $19.50 million: BB- (sf)
Subordinated notes, $63.00 million: Not rated
OCTAGON INVESTMENT 32: Fitch Assigns BB-sf Rating on Cl. E-R3 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Octagon
Investment Partners 32, Ltd. reset transaction.
Entity/Debt Rating
----------- ------
Octagon Investment
Partners 32, Ltd_2024
X-R3 LT NRsf New Rating
A-1-R3 LT NRsf New Rating
A-2-R3 LT AA+sf New Rating
B-R3 LT AAsf New Rating
C-R3 LT Asf New Rating
D-1-R3 LT BBB-sf New Rating
D-2-R3 LT BBB-sf New Rating
E-R3 LT BB-sf New Rating
F-R3 LT NRsf New Rating
Subordinated LT NRsf New Rating
Transaction Summary
Octagon Investment Partners 32, Ltd. (the issuer) is an arbitrage
cash flow collateralized loan obligation (CLO) that will be managed
by Octagon Credit Investors, LLC. Net proceeds from the issuance of
the secured and subordinated notes will provide financing on a
portfolio of approximately $400 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B'/'B-', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 24.77, versus a maximum covenant, in
accordance with the initial expected matrix point of 24.8. Issuers
rated in the 'B' rating category denote a highly speculative credit
quality; however, the notes benefit from appropriate credit
enhancement and standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
96.84% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.11% versus a
minimum covenant, in accordance with the initial expected matrix
point of 70.2%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 44% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-2-R3, between
'BB+sf' and 'A+sf' for class B-R3, between 'B+sf' and 'BBB+sf' for
class C-R3, between less than 'B-sf' and 'BB+sf' for class D-1-R3,
between less than 'B-sf' and 'BB+sf' for class D-2-R3, and between
less than 'B-sf' and 'B+sf' for class E-R3.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class A-2-R3, 'AAAsf' for class B-R3,
'AAsf' for class C-R3, 'A+sf' for class D-1-R3, 'Asf' for class
D-2-R3, and 'BBB+sf' for class E-R3.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Octagon Investment
Partners 32, Ltd.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
OFSI BSL X: S&P Affirms BB- (sf) Rating on Class E Notes
--------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-R and B-R
replacement debt from OFSI BSL X Ltd./OFSI BSL X LLC, a CLO
originally issued in March 2021 that is managed by OFS CLO
Management LLC. At the same time, S&P withdrew its ratings on the
class A and B debt following payment in full on the Nov. 5, 2024,
refinancing date. S&P also affirmed its ratings on the class C, D,
and E debt, which were not refinanced.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture, the non-call period for the replacement
debt was set to Oct. 20, 2025.
Replacement And Original Debt Issuances
Replacement debt
-- Class A-R, $199.95 million: Three-month CME term SOFR + 1.27%
-- Class B-R, $35.65 million: Three-month CME term SOFR + 1.83%
Original debt
-- Class A, $199.95 million: Three-month CME term SOFR + 1.37% +
CSA(i)
-- Class B, $35.65 million: Three-month CME term SOFR + 1.85% +
CSA(i)
(i)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
OFSI BSL X Ltd./OFSI BSL X LLC
Class A-R, $199.95 million: AAA (sf)
Class B-R, $35.65 million: AA (sf)
Ratings Withdrawn
OFSI BSL X Ltd./OFSI BSL X LLC
Class A to NR from 'AAA (sf)'
Class B to NR from 'AA (sf)'
Rating Affirmed
OFSI BSL X Ltd./OFSI BSL X LLC
Class C: A (sf)
Class D: BBB- (sf)
Class E: BB- (sf)
Other Debt
OFSI BSL X Ltd./OFSI BSL X LLC
Subordinated notes, $30.30 million: NR
NR--Not rated.
OHA CREDIT 6: S&P Assigns BB- (sf) Rating on Class E-R2 Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class X-R2, A-R2,
B-1-R2, B-2-R2, C-R2, D-1-R2, D-2-R2, and E-R2 replacement debt
from OHA Credit Funding 6 Ltd./OHA Credit Funding 6 LLC, a CLO
managed by Oak Hill Advisors L.P., a subsidiary of T. Rowe Price
that was originally issued in July 2020 and underwent a refinancing
in July 2021. At the same time, S&P withdrew its ratings on the
class A-R, B-R, C-R, D-R, and E-R debt following payment in full on
the Nov. 1, 2024, refinancing date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period will be extended to Oct. 20, 2026.
-- The reinvestment period will be extended to Oct. 20, 2029.
-- The legal final maturity dates for the replacement debt and the
current subordinated notes will be extended to Oct. 20, 2037.
-- The current class B-R debt was replaced by two classes of pari
passu floating- and fixed-rate debt (classes B-1-R2 and B-2-R2,
respectively).
-- The current class D-R debt was replaced by two classes of
floating-rate debt (classes D-1-R2 and D-2-R2). The class D-1-R2
debt is senior to the class D-2-R2 debt.
-- The proposed class X-R2 debt is expected to be paid down using
interest proceeds during the first eight payment dates beginning
with the payment date on Jan. 20, 2025.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
OHA Credit Funding 6 Ltd./OHA Credit Funding 6 LLC
Class X-R2, $1.00 million: AAA (sf)
Class A-R2, $341.00 million: AAA (sf)
Class B-1-R2, $65.00 million: AA (sf)
Class B-2-R2, $12.00 million: AA (sf)
Class C-R2 (deferrable), $33.00 million: A (sf)
Class D-1-R2 (deferrable), $33.00 million: BBB- (sf)
Class D-2-R2 (deferrable), $5.50 million: BBB- (sf)
Class E-R2 (deferrable), $16.50 million: BB- (sf)
Subordinated notes, $37.75 million: Not rated
Ratings Withdrawn
OHA Credit Funding 6 Ltd./OHA Credit Funding 6 LLC
Class A-R to NR from 'AAA (sf)'
Class B-R to NR from 'AA (sf)'
Class C-R to NR from 'A (sf)'
Class D-R to NR from 'BBB- (sf)'
Class E-R to NR from 'BB- (sf)'
NR--Not rated.
PMT LOAN 2024-INV1: Moody's Assigns (P)B3 Rating to Cl. B-5 Certs
-----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to 61 classes of
residential mortgage-backed securities (RMBS) to be issued by PMT
Loan Trust 2024-INV1 (PMTLT 2024-INV1), and sponsored by PennyMac
Corp.
The securities are backed by a pool of GSE-eligible residential
mortgages originated and serviced by PennyMac Corp.
The complete rating actions are as follows:
Issuer: PMTLT 2024-INV1
Cl. A-1, Assigned (P)Aaa (sf)
Cl. A-2, Assigned (P)Aaa (sf)
Cl. A-3, Assigned (P)Aaa (sf)
Cl. A-4, Assigned (P)Aaa (sf)
Cl. A-5, Assigned (P)Aaa (sf)
Cl. A-6, Assigned (P)Aaa (sf)
Cl. A-7, Assigned (P)Aaa (sf)
Cl. A-8, Assigned (P)Aaa (sf)
Cl. A-9, Assigned (P)Aaa (sf)
Cl. A-10, Assigned (P)Aaa (sf)
Cl. A-11, Assigned (P)Aaa (sf)
Cl. A-12, Assigned (P)Aaa (sf)
Cl. A-13, Assigned (P)Aaa (sf)
Cl. A-14, Assigned (P)Aaa (sf)
Cl. A-15, Assigned (P)Aaa (sf)
Cl. A-16, Assigned (P)Aaa (sf)
Cl. A-17, Assigned (P)Aaa (sf)
Cl. A-18, Assigned (P)Aaa (sf)
Cl. A-19, Assigned (P)Aaa (sf)
Cl. A-20, Assigned (P)Aaa (sf)
Cl. A-21, Assigned (P)Aaa (sf)
Cl. A-22, Assigned (P)Aaa (sf)
Cl. A-23, Assigned (P)Aaa (sf)
Cl. A-24, Assigned (P)Aaa (sf)
Cl. A-25, Assigned (P)Aaa (sf)
Cl. A-26, Assigned (P)Aaa (sf)
Cl. A-27, Assigned (P)Aaa (sf)
Cl. A-28, Assigned (P)Aa1 (sf)
Cl. A-29, Assigned (P)Aa1(sf)
Cl. A-30, Assigned (P)Aa1(sf)
Cl. A-31, Assigned (P)Aa1 (sf)
Cl. A-32, Assigned (P)Aa1 (sf)
Cl. A-33, Assigned (P)Aa1 (sf)
Cl. A-X1*, Assigned (P)Aa1 (sf)
Cl. A-X2*, Assigned (P)Aaa (sf)
Cl. A-X3*, Assigned (P)Aaa (sf)
Cl. A-X6*, Assigned (P)Aaa (sf)
Cl. A-X7*, Assigned (P)Aaa (sf)
Cl. A-X8*, Assigned (P)Aaa (sf)
Cl. A-X9*, Assigned (P)Aaa (sf)
Cl. A-X11*, Assigned (P)Aaa (sf)
Cl. A-X12*, Assigned (P)Aaa (sf)
Cl. A-X14*, Assigned (P)Aaa (sf)
Cl. A-X15*, Assigned (P)Aaa (sf)
Cl. A-X18*, Assigned (P)Aaa (sf)
Cl. A-X19*, Assigned (P)Aaa (sf)
Cl. A-X21*, Assigned (P)Aaa (sf)
Cl. A-X22*, Assigned (P)Aaa (sf)
Cl. A-X24*, Assigned (P)Aaa (sf)
Cl. A-X25*, Assigned (P)Aaa (sf)
Cl. A-X26*, Assigned (P)Aaa (sf)
Cl. A-X27*, Assigned (P)Aaa (sf)
Cl. A-X30*, Assigned (P)Aa1 (sf)
Cl. A-X31*, Assigned (P)Aa1 (sf)
Cl. A-X32*, Assigned (P)Aa1 (sf)
Cl. A-X33*, Assigned (P)Aa1 (sf)
Cl. B-1, Assigned (P)Aa3 (sf)
Cl. B-2, Assigned (P)A2 (sf)
Cl. B-3, Assigned (P)Baa3 (sf)
Cl. B-4, Assigned (P)Ba3 (sf)
Cl. B-5, Assigned (P)B3 (sf)
*Reflects Interest-Only Classes
RATINGS RATIONALE
The ratings are based on the credit quality of the mortgage loans,
the structural features of the transaction, the origination quality
and the servicing arrangement, the third-party review, and the
representations and warranties framework.
Moody's expected loss for this pool in a baseline scenario-mean is
0.68%, in a baseline scenario-median is 0.38% and reaches 7.60% at
a stress level consistent with Moody's Aaa ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating US RMBS Using
the MILAN Framework" published in July 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligor defaults or deterioration
in the value of the mortgaged property securing an obligor's
promise of payment. Transaction performance also depends greatly on
the US macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
RAD CLO 17: Fitch Assigns 'BB-(EXP)sf' Rating on Class E-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
the RAD CLO 17, Ltd. reset transaction.
Entity/Debt Rating
----------- ------
RAD CLO 17, Ltd.
A-1-R LT NR(EXP)sf Expected Rating
A-2-R LT AAA(EXP)sf Expected Rating
B-R LT AA(EXP)sf Expected Rating
C-R LT A(EXP)sf Expected Rating
D-1-R LT BBB(EXP)sf Expected Rating
D-2-R LT BBB-(EXP)sf Expected Rating
E-R LT BB-(EXP)sf Expected Rating
Transaction Summary
Rad CLO 17, Ltd (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) which is managed by Irradiant
Partners, LP that originally closed in October 2022. The secured
notes are expected to be refinanced in whole on Nov. 21, 2024 from
proceeds of the new secured notes. Net proceeds from the issuance
of the secured and subordinated notes will provide financing on a
portfolio of approximately $500 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 24.51, versus a maximum covenant, in accordance with
the initial expected matrix point of 26. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
97.12% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 76.02% versus a
minimum covenant, in accordance with the initial expected matrix
point of 71%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.2-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-2-R, between
'BB+sf' and 'A+sf' for class B-R, between 'B+sf' and 'BBB+sf' for
class C-R, between less than 'B-sf' and 'BB+sf' for class D-1-R,
between less than 'B-sf' and 'BB+sf' for class D-2-R, and between
less than 'B-sf' and 'B+sf' for class E-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-2-R notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R, 'AAsf' for class C-R, 'A+sf'
for class D-1-R, 'Asf' for class D-2-R, and 'BBB+sf' for class
E-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for RAD CLO 17, Ltd. In
cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
REGATTA XVII: S&P Assigns B+ (sf) Rating on Class E-2R Notes
------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-R, B-1R,
B-2R, C-R, D-1R, D-2R, E-1R, and E-2R replacement debt and the new
class X-R debt from Regatta XVII Funding Ltd./Regatta XVII Funding
LLC, a CLO originally issued in December 2020 that is managed by
Napier Park Global Capital (US) L.P. At the same time, S&P withdrew
its ratings on the original class A-1-A, A-1-B, A-2, B, C, D, and E
debt following payment in full on the Nov. 5, 2024, refinancing
date.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The stated maturity was extended to Oct. 20, 2035, the
reinvestment period was extended to Oct. 20, 2027, and the non-call
period was extended to Oct. 20, 2025.
-- Class X debt was issued in connection with this refinancing.
-- The debt will be paid down using interest proceeds during the
first eight payment dates beginning with the April 20, 2025,
payment date.
-- The required minimum overcollateralization and interest
coverage ratios were amended.
-- No additional subordinated notes were issued on the refinancing
date.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Regatta XVII Funding Ltd./Regatta XVII Funding LLC
Class X-R, $2.00 million: AAA (sf)
Class A-R, $256.00 million: AAA (sf)
Class B-1R, $43.00 million: AA (sf)
Class B-2R, $5.00 million: AA (sf)
Class C-R (deferrable), $24.00 million: A (sf)
Class D-1R (deferrable), $20.00 million: BBB (sf)
Class D-2R (deferrable), $8.00 million: BBB- (sf)
Class E-1R (deferrable), $12.00 million: BB- (sf)
Class E-2R (deferrable), $2.40 million: B+ (sf)
Ratings Withdrawn
Regatta XVII Funding Ltd./Regatta XVII Funding LLC
Class A-1-A to NR from 'AAA (sf)'
Class A-1-B to NR from 'AAA (sf)'
Class A-2 to NR from 'AAA (sf)'
Class B to NR from 'AA (sf)'
Class C to NR from 'A (sf)'
Class D to NR from 'BBB- (sf)'
Class E to NR from 'BB- (sf)'
Other Debt
Regatta XVII Funding Ltd./Regatta XVII Funding LLC
Subordinated notes, $32.73 million: NR
NR--Not rated.
ROCK TRUST 2024-CNTR: Moody's Assigns Ba3 Rating to Cl. E Certs
---------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to five classes of
CMBS securities, issued by ROCK Trust 2024-CNTR, Commercial
Mortgage Pass-Through Certificates, Series 2024-CNTR:
Cl. A, Definitive Rating Assigned Aaa (sf)
Cl. B, Definitive Rating Assigned Aa3 (sf)
Cl. C, Definitive Rating Assigned A3 (sf)
Cl. D, Definitive Rating Assigned Baa3 (sf)
Cl. E, Definitive Rating Assigned Ba3 (sf)
RATINGS RATIONALE
The certificates are collateralized by a single loan backed by a
first priority lien commercial mortgage on the fee simple and
partial leasehold interests in Rockefeller Center (the "Property"),
personal property and fixtures, and a collateral assignment of all
rents, leases, contracts and receivables related to the Property,
all accounts of borrower and a first priority pledge of all equity
interests in any and all subsidiaries and affiliates of borrower
that manage and operate various assets at the Property controlled
by or under common control with borrower. Moody's ratings are based
on the credit quality of the loan and the strength of the
securitization structure.
Rockefeller Center is a 7.2 million SF, 13-building mixed-use
office and retail complex located on a 12-acre site in the Midtown
Manhattan neighborhood of New York, NY. The site encompasses six
square blocks between Fifth Avenue and Avenue of the Americas to
the east and the west, respectively, and West 48th and West 51st
Streets to the south and the north, respectively.
Rockefeller Center is an internationally known office, retail, and
tourist destination that contains a wide range of attractions. It
was constructed in phases from 1930-1952, centered around a private
street, known as Rockefeller Plaza and was part of John D.
Rockefeller Jr.'s "city within a city" master plan. In 1985,
Rockefeller Center was declared a landmark by the New York City
Landmarks Preservation Commission.
The Property primarily consists of Class A office towers, but also
offers several retail and entertainment attractions throughout the
center. It has approximately 5.5 million SF of office space,
approximately 1.4 million SF of retail space and approximately
280.0 thousand SF of storage space available for lease. As of July
2024, the Property was 92.6% leased to a diverse tenant roster of
more than 400 unique tenants with a WALT of approximately 10
years.
With regard to tenant quality, the Property houses Deloitte LLP,
Lazard Group LLC (Baa3, senior unsecured), Christie's Inc.,
JPMorgan Chase Bank, N.A. ("JPMorgan"; Aa2, senior unsecured),
NBCUniversal Media, LLC ("NBC"; A3, senior unsecured), Radio City
Productions LLC, and Simon & Schuster, Inc. It is the corporate
headquarters for Christie's, Deloitte, Lazard, Simon & Schuster,
NBC, and Tishman Speyer Properties.
Tourist and entertainment offerings include: the Top of the Rock
Observation Deck, The Rink at Rockefeller Center, The Rainbow Room,
620 Loft & Garden and Radio Park, a 24,000 SF private outdoor park
on top of Radio City Music Hall exclusively for Rockefeller Center
tenants during business hours, but open to the public for private
events, and retail and pedestrian connection throughout the campus
at the rink level providing access to restaurants and retail with
an adjacent subway station.
Moody's approach to rating this transaction involved the
application of Moody's Large Loan and Single Asset/Single Borrower
Commercial Mortgage-backed Securitizations methodology. The rating
approach for securities backed by a single loan compares the credit
risk inherent in the underlying collateral with the credit
protection offered by the structure. The structure's credit
enhancement is quantified by the maximum deterioration in property
value that the securities are able to withstand under various
stress scenarios without causing an increase in the expected loss
for various rating levels. In assigning single borrower ratings,
Moody's also consider a range of qualitative issues as well as the
transaction's structural and legal aspects.
The credit risk of loans is determined primarily by two factors: 1)
Moody's assessment of the probability of default, which is largely
driven by each loan's DSCR, and 2) Moody's assessment of the
severity of loss upon a default, which is largely driven by each
loan's loan-to-value ratio, referred to as the Moody's LTV or MLTV.
As described in the CMBS methodology used to rate this
transaction, Moody's make various adjustments to the MLTV. Moody's
adjust the MLTV for each loan using a value that reflects
capitalization (cap) rates that are between Moody's sustainable cap
rates and market cap rates. Moody's also use an adjusted loan
balance that reflects each loan's amortization profile.
The Moody's first mortgage actual DSCR is 1.11X, compared to 1.06X
in place at Moody's provisional ratings, and Moody's first mortgage
actual stressed DSCR is 0.75X. Moody's DSCR is based on Moody's
stabilized net cash flow.
The whole loan first mortgage balance of $3,500,000,000 represents
a Moody's LTV ratio of 114.3% based on Moody's Value. Adjusted
Moody's LTV ratio for the first mortgage balance is 104.6% based on
Moody's Value using a cap rate adjusted for the current interest
rate environment.
Moody's also grade properties on a scale of 0 to 5 (best to worst)
and consider those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The property's overall
quality grade is 0.25.
Notable strengths of the transaction include: iconic New York City
real estate, location and accessibility, granular rent roll and
diverse income streams, capital investment, recent leasing
activity, limited rollover and experienced sponsorship.
Notable concerns of the transaction include: soft market
fundamentals, above market rents, non-traditional income streams,
interest-only mortgage loan profile and certain credit negative
legal features.
The principal methodology used in these ratings was "Large Loan and
Single Asset/Single Borrower Commercial Mortgage-backed
Securitizations" published in July 2024.
Moody's approach for single borrower and large loan multi-borrower
transactions evaluates credit enhancement levels based on an
aggregation of adjusted loan level proceeds derived from Moody's
loan level LTV ratios. Major adjustments to determining proceeds
include leverage, loan structure, and property type. These
aggregated proceeds are then further adjusted for any pooling
benefits associated with loan level diversity, other concentrations
and correlations.
Factors that would lead to an upgrade or downgrade of the ratings:
The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously anticipated. Factors that may cause an
upgrade of the ratings include significant loan pay downs or
amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.
ROCKFORD TOWER 2024-2: Fitch Assigns 'BB-(EXP)sf' Rating on E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
Rockford Tower CLO 2024-2, Ltd.
Entity/Debt Rating
----------- ------
Rockford Tower
CLO 2024-2, Ltd.
A-1 LT NR(EXP)sf Expected Rating
A-2 LT AAA(EXP)sf Expected Rating
B LT AA(EXP)sf Expected Rating
C LT A(EXP)sf Expected Rating
D-1 LT BBB-(EXP)sf Expected Rating
D-2 LT BBB-(EXP)sf Expected Rating
E LT BB-(EXP)sf Expected Rating
Subordinated LT NR(EXP)sf Expected Rating
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 23.74 versus a maximum covenant, in accordance with
the initial expected matrix point of 26. Issuers rated in the 'B'
rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
98.12% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 74.63% versus a
minimum covenant, in accordance with the initial expected matrix
point of 69.8%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 4.9-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch Ratings' analysis was based on a stressed portfolio
created by adjusting the indicative portfolio to reflect
permissible concentration limits and collateral quality test
levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-2, between
'BB+sf' and 'A+sf' for class B, between 'B+sf' and 'BBB+sf' for
class C, between less than 'B-sf' and 'BB+sf' for class D-1,
between less than 'B-sf' and 'BB+sf' for class D-2, and between
less than 'B-sf' and 'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-2 notes as
these notes are in the highest rating category of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B, 'AAsf' for class C, 'Asf' for
class D-1, 'A-sf' for class D-2, and 'BBB+sf' for class E.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assesses the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Rockford Tower CLO
2024-2, Ltd.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
SAXON ASSET 2004-1: Moody's Cuts Rating on Class A Debt to 'B1(sf)'
-------------------------------------------------------------------
Moody's Ratings, on Oct. 30, 2024, upgraded the rating of one bond
and downgraded the rating of one bond from two US residential
mortgage-backed transactions (RMBS), backed by subprime mortgages
issued by multiple issuers.
A comprehensive review of all credit ratings for the respective
transactions has been conducted during a rating committee.
The complete rating actions are as follows:
Issuer: Saxon Asset Securities Trust 2004-1
Cl. A, Downgraded to B1 (sf); previously on Jun 29, 2023 Downgraded
to Ba1 (sf)
Issuer: Structured Asset Investment Loan Trust 2005-7
Cl. M2, Upgraded to Aa1 (sf); previously on Dec 14, 2023 Upgraded
to A3 (sf)
RATINGS RATIONALE
The rating actions reflect the current levels of credit enhancement
available to the bonds, the recent performance, analysis of the
transaction structures, and Moody's updated loss expectations on
the underlying pools.
The rating upgrade of Class M2 from Structured Asset Investment
Loan Trust 2005-7 is a result of an increase in credit enhancement
available to the bond. Credit enhancement level, over the last 12
months, has grown by approximately 4.1% for the tranche upgraded.
The rating upgrade also reflects the further seasoning of the
collateral and increased clarity regarding the impact of borrower
relief programs on collateral performance. Information obtained
from loan servicers in recent years has shed light on their current
strategies regarding borrower relief programs and the impact those
programs may have on collateral performance and transaction
liquidity, through servicer advancing. Moody's recent analysis has
found that in addition to robust home price appreciation, many of
these borrower relief programs have contributed to stronger
collateral performance than Moody's had previously expected, thus
supporting the upgrade.
The rating downgrade of Class A from Saxon Asset Securities Trust
2004-1 is the result of the existence of a weak interest recoupment
mechanism on the bond where missed interest payments will likely
result in a permanent interest loss. Unpaid interest owed to bonds
with weak interest recoupment mechanisms are reimbursed
sequentially based on bond priority, from excess interest, if
available, and often only after the overcollateralization has built
to a pre-specified target amount. For Saxon Asset Securities Trust
2004-1, which is currently undercollateralized, any missed interest
payments to the bond is unlikely to be repaid. The size and length
of any outstanding interest shortfalls were considered in Moody's
analysis.
No actions were taken on the other rated classes in these deals
because their expected losses remain commensurate with their
current ratings, after taking into account the updated performance
information, structural features, credit enhancement and other
qualitative considerations.
Principal Methodology
The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in July 2022.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds up. Losses could decline from
Moody's original expectations as a result of a lower number of
obligor defaults or appreciation in the value of the mortgaged
property securing an obligor's promise of payment.
Transaction performance also depends greatly on the US macro
economy and housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's expectations as a
result of a higher number of obligor defaults or deterioration in
the value of the mortgaged property securing an obligor's promise
of payment. Transaction performance also depends greatly on the US
macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
SEQUOIA MORTGAGE 2024-HYB1: Fitch Assigns 'Bsf' Rating on B2 Certs
------------------------------------------------------------------
Fitch Ratings has assigned final ratings to the residential
mortgage-backed certificates issued by Sequoia Mortgage Trust
2024-HYB1 (SEMT 2024-HYB1).
Entity/Debt Rating Prior
----------- ------ -----
SEMT 2024-HYB1
A1 LT AAAsf New Rating AAA(EXP)sf
A1A LT AAAsf New Rating AAA(EXP)sf
A1AF LT AAAsf New Rating AAA(EXP)sf
A1AIO LT AAAsf New Rating AAA(EXP)sf
A1B LT AAAsf New Rating AAA(EXP)sf
A1BF LT AAAsf New Rating AAA(EXP)sf
A1BIO LT AAAsf New Rating AAA(EXP)sf
A2 LT AAsf New Rating AA(EXP)sf
M1 LT Asf New Rating A(EXP)sf
M2 LT BBBsf New Rating BBB(EXP)sf
B1 LT BBsf New Rating BB(EXP)sf
B2 LT Bsf New Rating B(EXP)sf
B3 LT NRsf New Rating NR(EXP)sf
R LT NRsf New Rating NR(EXP)sf
AIOS LT NRsf New Rating NR(EXP)sf
Transaction Summary
The certificates are supported by 424 loans with a total balance of
approximately $386.0 million as of the cutoff date. The pool
consists of seasoned prime adjustable-rate mortgages acquired by
Redwood Residential Acquisition Corp. from Washington Federal Bank.
Distributions of principal and interest (P&I) and loss allocations
are based on a sequential-pay structure.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 8.7% above a long-term sustainable level (vs. 11.5%
on a national level as of 1Q24, up 0.4% since the prior quarter).
Housing affordability is the worst it has been in decades driven by
both high interest rates and elevated home prices. Home prices have
increased 4.9% YoY nationally as of July 2024 despite modest
regional declines, but are still being supported by limited
inventory.
Seasoned Prime Credit Quality (Positive): The collateral consists
of 424 loans totaling approximately $386.0 million and seasoned at
approximately 63 months in aggregate, as determined by Fitch. The
borrowers have a strong credit profile, with a weighted-average
Fitch model FICO score of 762 and 35.7% debt-to-income (DTI) ratio.
94.4% of the borrowers have been clean and current over the past 24
months, including 7.9% which Fitch viewed as clean due to servicing
transfer related issues, while the remaining 5.6% have experienced
a delinquency in the past two years. All of the loans are current
as of the cut-off date.
Low Leverage (Positive): The borrowers exhibit sizeable equity in
the properties, with an original combined loan-to-value ratio
(cLTV) of mark-to-market cLTV ratio of 52.3% after applicable
haircuts based on the valuation product, and translating to a 57.4%
sustainable LTV (sLTV) ratio in the base case. This reflects low
leverage borrowers and is stronger than comparable seasoned
transactions. After accounting for Fitch's overvaluation haircuts,
63.1% of the loans have a loss severity less than 30% and 24.8% are
at Fitch's minimum loss severity floor.
Hybrid ARM Concentration and Payment Shock (Negative): All of the
loans in this transaction are adjustable-rate mortgages (ARM) with
an initial fixed period between three and 84 months. A majority of
the loans will have rates subsequently reset every 12 months. In
addition, of the pool, 26.8 % also have an interest-only (IO)
period between one to seven years. Fitch assumes in its analytical
treatment that borrowers approaching their initial and subsequent
reset dates exhibit a higher future payment shock as a result of
their interest rates changing and consequently a higher probability
of default.
Due to the low rates when the adjustable rate loans were first
originated and the current rate environment, the reset could prove
to be meaningful. The borrowers credit profile and low leverage
should mitigate potential defaults arising from a payment. Fitch
expects the probability of default (PD) to be 1.42x higher in the
'AAAsf' stress relative to a 100% fully amortizing fixed rate
pool.
High Geographic Concentration (Negative): The pool has a high
California concentration at 93.2% by the unpaid principal balance.
The three highest metropolitan statistical areas (MSA) of Los
Angeles (38.0%), San Francisco (23.2%) and San Jose (10.5%)
comprise over 71.7% of the pool.
Pools concentrated in a small number of geographic regions may be
highly sensitive to unforeseen localized stresses, such as natural
disaster events or deteriorating economic conditions on a regional
basis.
Fitch applied a geographic concentration penalty of 1.28x at the
'AAAsf' stress which resulted in a roughly 121-bp penalty to
account for the significant geographic concentration in this pool.
Additionally, Fitch employs CATRADER, a natural catastrophe
modeling tool through AIR Worldwide Corporation, to estimate the
catastrophe risk in the form of natural disaster events such as
storm surges, inland flooding and earthquakes for each county. Due
to the large West Coast concentration, the adjustment was
concentrated on earthquake risk.
Sequential-Pay Structure with Full Advancing (Mixed): The mortgage
cash flow and loss allocation are based on a sequential-pay
structure, whereby interest and principal are paid pro-rata amongst
the class A1AF and A-1BF (with classes A-1AIO and A-1BIO receiving
their respective interest allocation) followed by classes A-2 to
B-3 sequentially. Realized losses will be allocated in
reverse-sequential order beginning with class B-3.
SEMT 2024-HYB1 will feature the servicing administrator (RRAC),
following initial reductions in the class AIO-S strip and servicing
administrator fees, obligated to advance delinquent P&I to the
trust until deemed nonrecoverable. Full advancing of P&I is a less
common structural feature across seasoned performing transactions
but is beneficial in providing liquidity to the certificates, and
absent the full advancing, bonds can be vulnerable to missed
payments during periods of adverse performance and delinquencies.
Due to the sequential structure and full advancing, the credit
enhancements are equivalent to Fitch's expected losses at each
rating category.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper market value declines (MVDs) than
assumed at the MSA level. Sensitivity analyses was conducted at the
state and national levels to assess the effect of higher MVDs for
the subject pool as well as lower MVDs, illustrated by a gain in
home prices.
This defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the
model-projected 40.6% at 'AAA'. The analysis indicates that there
is some potential rating migration with higher MVDs for all rated
classes, compared with the model projection. Specifically, a 10%
additional decline in home prices would lower all rated classes by
one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper MVDs than assumed at the MSA level.
Sensitivity analyses was conducted at the state and national levels
to assess the effect of higher MVDs for the subject pool as well as
lower MVDs, illustrated by a gain in home prices.
This defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
CRITERIA VARIATION
An updated tax and title review was not provided. Per Fitch's U.S.
RMBS criteria, Fitch has assigned ratings in certain instances with
less than 100% updated tax and title. Fitch was comfortable because
the servicer confirmed the lien position through direction
communication and the strong loan-level reps. The second variation
is to the US RMBS Loan Loss Model. Fitch did not use standard loss
severity floors as outlined in its Loan Loss Model criteria (30% at
the 'AAAsf' stress) and instead used a lower minimum floor in the
model (20% at the 'AAAsf' stress).
This pool benefits from a material amount of equity buildup. The
pool's sLTV of 57.9% is below RPL/NPL Industry Average. The 'AAAsf'
stressed sLTV is 89.7% (even after a 40% home price decline
environment). Applying a 30% loss severity floor in this situation
is deemed highly punitive and a result a 20% loss severity floor at
the 'AAAsf' stress was deemed more appropriate to provide an
additional downside protection in the event of idiosyncratic events
while differentiating this pool from other pools with much higher
sLTV. Even with the lower minimum loss severity floors, 24.3% of
the pool is still at the floor.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Clayton on all the loans in the pool. The third-party
due diligence described in Form 15E focused on a 100% regulatory
compliance review to ensure loans were originated in accordance
with predatory lending regulations. Additionally, 39.1% of the
loans also received a corresponding property valuation and credit
scope as well.
The diligence review presents a criteria variation because Fitch
did not receive an updated tax and title search on the population.
However, due to the mitigating factors of the rep framework and
servicer monitoring delinquent taxes to maintain the first lien
position, Fitch is comfortable with not receiving any tax and title
reports, and did not apply any further analytical adjustments.
Overall, Fitch considered this information in its analysis and, as
a result, Fitch made the following adjustment to its analysis: a 5%
credit in its loss analysis. This adjustment resulted in a 17bp
reduction in Fitch's 'AAAsf' loss expectation.
ESG Considerations
SEMT 2024-HYB1 has an ESG Relevance Score of '4' for Exposure to
Environmental Impacts due to high geographic concentration risk,
which has a negative impact on the credit profile, and is relevant
to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
SIGNAL PEAK 8: S&P Assigns Prelim BB- (sf) Rating on E-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the
replacement class A-R, A-2R, B-R, C-R, D-1R, D-2R, and E-R debt
from Signal Peak CLO 8 Ltd., a CLO formerly known as Mariner CLO 8
Ltd., originally issued in March 2020, and managed by ORIX Advisers
LLC.
The preliminary ratings are based on information as of Nov. 1,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Nov. 7, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the original debt. S&P
said, "At that time, we expect to withdraw our ratings on the
original debt and assign ratings to the replacement debt. However,
if the refinancing doesn't occur, we may affirm our ratings on the
original debt and withdraw our preliminary ratings on the
replacement debt."
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The replacement class A-1R and A-2R debt is expected to be
issued, replacing the existing class A debt. The new debt will have
39% and 32% par subordination, respectively, replacing the existing
35% par subordination.
-- The replacement class D-1R and D-2R debt is expected to be
issued, replacing the existing class D debt. The new debt will have
12.5% and 11.0% par subordination, respectively, replacing the
existing 12.5% par subordination.
-- The stated maturity, reinvestment period, non-call period, and
weighted average life test dates will be extended 4.5 years.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
Signal Peak CLO 8 Ltd./Signal Peak CLO 8 LLC
Class A-1R, $305.00 million: AAA (sf)
Class A-2R, $35.00 million: AAA (sf)
Class B-R, $40.00 million: AA (sf)
Class C-R (deferrable), $30.00 million: A (sf)
Class D-1R (deferrable), $27.50 million: BBB (sf)
Class D-2R (deferrable), $7.50 million: BBB- (sf)
Class E-R (deferrable), $15.00 million: BB- (sf)
Subordinated notes, $54.95 million: Not rated
SOUND POINT III-R: Moody's Cuts Rating on $10MM Cl. F Notes to Ca
-----------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Sound Point CLO III-R, Ltd.:
US$32.8M Class D Mezzanine Secured Deferrable Floating Rate Notes,
Upgraded to Aa1 (sf); previously on May 22, 2024 Upgraded to A2
(sf)
US$10M (Current outstanding amount US$10,615,393) Class F Junior
Secured Deferrable Floating Rate Notes, Downgraded to Ca (sf);
previously on May 22, 2024 Affirmed Caa3 (sf)
Moody's have also affirmed the ratings on the following notes:
US$25.2M (Current outstanding amount US$24,073,897) Class C
Mezzanine Secured Deferrable Floating Rate Notes, Affirmed Aaa
(sf); previously on May 22, 2024 Affirmed Aaa (sf)
US$21M Class E Junior Secured Deferrable Floating Rate Notes,
Affirmed B1 (sf); previously on May 22, 2024 Affirmed B1 (sf)
Sound Point CLO III-R, Ltd., issued in April 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured US loans. The portfolio is managed
by Sound Point Capital Management, LP. The transaction's
reinvestment period ended in April 2021.
RATINGS RATIONALE
The rating upgrade on the Class D notes is primarily a result of
the significant deleveraging of the senior notes following
amortisation of the underlying portfolio since the last rating
action in May 2024. The Class B notes have fully paid down (by
approximately 93.7% or $45.6 million) and the Class C notes have
been paid down by approximately 4.5% or $1.1 million since the last
rating action in May 2024. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated September 2024 [1] the Class D OC ratio is reported at
133.78% compared to May 2024 [2] level of 122.3%. Moody's note that
the October 2024 principal payments are not reflected in the
reported OC ratios.
The rating downgrade on the Class F notes reflects the specific
risks to the junior notes posed by par loss observed in the
underlying CLO portfolio since the last rating action in May 2024.
While the transaction doesn't have an explicit Class F OC ratio,
its implicit level has decreased following the loss of par to
94.74% from 98.15% in May 2024 [2]. Moody's also note that the
Class F deferred interest has increased to $615,393 from $58,870
reported in May 2024 [2].
The affirmations on the ratings on the Class C and E notes are
primarily a result of the expected losses on the notes remaining
consistent with their current rating levels, after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
Key model inputs:
The key model inputs Moody's use in Moody's 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 used the following assumptions:
Performing par and principal proceeds balance: USD81.8m
Defaulted Securities: USD3.3m
Diversity Score: 26
Weighted Average Rating Factor (WARF): 3113
Weighted Average Life (WAL): 2.41 years
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.86%
Weighted Average Recovery Rate (WARR): 45.26%
Par haircut in OC tests and interest diversion test: 2.11%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance" published in
October 2024. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record 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, can influence the final rating decision.
TGIF FUNDING 2017-1: S&P Lowers Cl. A-2 Notes Rating to 'CC (sf)'
-----------------------------------------------------------------
S&P Global Ratings lowered its rating on TGIF Funding LLC's series
2017-1 class A-2 notes to 'CC (sf)' from 'B- (sf)'. The rating has
been removed from CreditWatch, where it was placed with negative
implications on Sept. 11, 2024.
This rating is based on the rapidly deteriorating operating
conditions of TGI Friday's casual dining restaurants, increased
securitization expenses following the manager transition, potential
disruption stemming from TGI Friday's Inc.'s bankruptcy filing on
Nov. 2, 2024, and the virtual certainty of a payment default over
the next 12 months. FTI Consulting Inc. continues to operate as the
manager following the Manger Termination Event declared Sept. 5,
2024.
At the third-quarter 2024 settlement date, Sept. 23, 2024, TGIF
Funding LLC reported a 58% drop in securitized net cash flows
(SNCF) from the second quarter. Same store sales were negative for
both domestic and international restaurants (down 17% and 8%,
respectively), 21 restaurant were closed during the third quarter,
royalty collections on international franchise restaurants were
down 35%, and licensing revenue was greatly diminished. In the
first- and second-quarter 2024, TGI Friday's Inc. sold the bulk of
its licensing rights ($137 million to Heinz Kraft and $9 million to
Utz), with proceeds used to pay down a portion of the class A-2
notes.
The pace of restaurant closures has accelerated. Based on the total
number of restaurants reported on TGI Friday's Inc.'s voluntary
chapter 11 petitions filing on Nov. 2, 2024, 100 restaurants (or
18% of the world-wide restaurant inventory) have closed since the
end of TGIF Funding LLC's third quarter 2024. If performance does
not improve in the short term, S&P estimates that interest coverage
from SNCF (excluding reserve accounts) will most likely fall below
1.0x by fourth-quarter 2024.
Following the third-quarter distribution date, $2.5 million of
excess funds in the interest reserve account were used to pay
manager advances at the direction of the controlling class
representative. The remaining balance of $2.13 million is at the
required target amount to cover the three months of debt service.
However, the exposure to legal fees is difficult to estimate for
the upcoming quarters, and the interest shortfall on the notes
could be imminent based on the current coverage level.
S&P said, "We believe a downgrade to 'CC (sf)' from 'B- (sf)' is
appropriate given the continued deterioration in SNCF, the
increased pace of restaurant closures, and the likelihood of
additional fees and expenses payable senior to interest on the
notes, among other things. Based on our projections, we believe
that the existing credit enhancement may not be sufficient to
prevent an almost certain default in the next one to two quarters.
We will continue to monitor the development and transaction's
liquidity to assess the notes' ratings."
TOWD POINT 2024-4: Fitch Assigns B-sf Final Rating on Cl. B2 Notes
------------------------------------------------------------------
Fitch Ratings has assigned final ratings to Towd Point Mortgage
Trust 2024-4 (TPMT 2024-4).
Entity/Debt Rating Prior
----------- ------ -----
TPMT 2024-4
A1A LT AAAsf New Rating AAA(EXP)sf
A1B LT AAAsf New Rating AAA(EXP)sf
A2 LT AA-sf New Rating AA-(EXP)sf
M1 LT A-sf New Rating A-(EXP)sf
M2 LT BBB-sf New Rating BBB-(EXP)sf
B1 LT BB-sf New Rating BB-(EXP)sf
B2 LT B-sf New Rating B-(EXP)sf
B3 LT NRsf New Rating NR(EXP)sf
B4 LT NRsf New Rating NR(EXP)sf
B5 LT NRsf New Rating NR(EXP)sf
A1 LT AAAsf New Rating AAA(EXP)sf
XS1 LT NRsf New Rating NR(EXP)sf
XS2 LT NRsf New Rating NR(EXP)sf
X LT NRsf New Rating NR(EXP)sf
R LT NRsf New Rating NR(EXP)sf
Transaction Summary
The bond sizes in this rating action commentary reflect the final
closing bond sizes. The remainder of the commentary reflects the
data as of the statistical calculation date.
The notes are supported by 1,083 primarily seasoned performing
loans (SPLs) and reperforming loans (RPLs) with a total balance of
approximately $551 million, as of the statistical calculation
date.
Distributions of principal and interest (P&I) and loss allocations
are based on a traditional senior-subordinate sequential structure.
The sequential-pay structure locks out principal to the
subordinated notes until the most senior notes outstanding are paid
in full. The servicers will advance delinquent (DQ) monthly
payments of P&I for up to 150 days (under OTS method) or until
deemed nonrecoverable.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to its updated view
on sustainable home prices, Fitch views the home price values of
this pool as 9.4% above a long-term sustainable level (versus 11.5%
on a national level as of 1Q24, up 0.4% since the prior quarter).
Housing affordability is the worst it has been in decades, driven
by both high interest rates and elevated home prices. Home prices
increased 5.9% yoy nationally as of May 2024, despite modest
regional declines, but are still being supported by limited
inventory.
Seasoned Prime Credit Quality (Positive): The collateral consists
of 1,083 primarily seasoned performing first lien loans, totaling
$551 million and seasoned approximately 84 months in aggregate
(calculated as the difference between the origination date and the
run date). The pool is 98.9% current and 1.1% 30-59 days DQ. Over
the past two years, 94.2% of loans have been clean current.
Additionally, 0.8% of loans have a prior modification. The
borrowers have a very strong credit profile (769 Fitch model FICO
and 36% debt-to-income [DTI] ratio) and low leverage (50%
sustainable loan-to-value [sLTV] ratio). Of the pool, 86.9% of
loans are of a primary residence, while 13.1% represent investment
properties or a second home.
Low Leverage (Positive): The pool consists of loans with a weighted
average (WA) original combined LTV (CLTV) ratio of 66.9%. All loans
received updated property values, translating to a WA current
(mark-to-market) CLTV ratio of 44.8% after applicable haircuts
based on valuation type and an sLTV of 49.7% at the base case. This
reflects low-leverage borrowers and is stronger than in comparable
seasoned transactions.
Payment Shock (Negative): Approximately 68% of the pool loans are
vulnerable to a future payment shock, either as a result of
underlying adjustable-rate loans or loans currently in an
interest-only period (or both). As the adjustable-rate loans were
originated under low rates and given the current rate environment,
the reset could prove to be meaningful. The borrowers' credit
profile and very low leverage should mitigate potential defaults
arising from a payment shock; however, defaults were still
increased by 39% to account for this risk.
Limited Advancing (Mixed): The deal is structured to six months of
servicer advances for DQ P&I. The limited advancing reduces loss
severities, as there is a lower amount repaid to the servicer when
a loan liquidates and liquidation proceeds are prioritized to cover
principal repayment over accrued but unpaid interest. The downside
to this is the additional stress on the structure side, as there is
limited liquidity in the event of large and extended
delinquencies.
Sequential-Pay Structure (Positive): The transaction's cash flow is
based on a sequential-pay structure, whereby the subordinate
classes do not receive principal until the senior classes are
repaid in full. Losses are allocated in reverse-sequential order.
Furthermore, the provision to re-allocate principal to pay interest
on the 'AAAsf' rated notes prior to other principal distributions
is highly supportive of timely interest payments to those notes in
the absence of servicer advancing.
Indemnification Clause (Mixed): U.S. Bank will act as the backstop
or remedy provider, indemnifying any losses resulting from
noncompliance with the ATR standards for its loans, which represent
80% of the pool by UPB. Fitch considersour the indemnification
provision to be robust enough to address any ATR-related risks or
losses, as detailed below.
U.S. Bank's ATR rep states: "With respect to each U.S. Bank
mortgage loan originated on or after Jan. 10, 2014, such U.S. Bank
mortgage loan complies with the "ability to repay" standards as set
forth in Section 1026.43(c) of Regulation Z."
If the U.S. Bank remedy provider receives notice of a claim or a
proposed settlement with respect to a U.S. Bank mortgage loan that
identifies a potential breach of the ATR rep:
"… the U.S. Bank remedy provider will either repurchase such U.S.
Bank mortgage loan at the repurchase price or provide written
notice to the issuer that the U.S. Bank remedy provider has
declined to repurchase such U.S. Bank mortgage loan, or (B) if the
U.S. Bank remedy provider has not repurchased such U.S. Bank
mortgage loan at the repurchase price, with respect to any losses
suffered by the issuer as a result of a successful claim by the
underlying borrower that a U.S. Bank mortgage loan was in violation
of the ATR rep, whether raised as a direct claim or a defense to
foreclosure, resulting in economic damages to the issuer, pay an
amount (such amount, an "ATR refund amount") equal to the actual
losses or actual damages incurred by the issuer as a result of the
successful claim or defense to foreclosure."
"In addition to the foregoing obligation, the U.S. Bank remedy
provider will be required to protect, indemnify and hold harmless
the issuer against any losses, liabilities, costs, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees
and related costs, judgments, amounts paid in settlement (where the
U.S. Bank remedy provider consents in advance to such settlement)
and other costs and expenses resulting from any claim, demand,
defense or assertion based on or grounded upon, or arising from a
breach of the ATR rep (solely with respect to the U.S. Bank
mortgage loans); provided, however, that in no event will the U.S.
Bank remedy provider be obligated to indemnify the issuer to the
extent any such indemnified amounts result from (x) the gross
negligence or willful misconduct of the issuer or (y) the issuer's
failure to comply with the terms of the U.S. Bank MLPA, including
requirements of applicable law to the extent required by the U.S.
Bank MLPA."
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper market value declines (MVDs) at
the national level. The analysis assumes MVDs of 10.0%, 20.0% and
30.0% in addition to the model projected 41.1% at 'AAA'. The
analysis indicates that there is some potential rating migration
with higher MVDs for all rated classes, compared with the model
projection. Specifically, a 10% additional decline in home prices
would lower all rated classes by one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up- and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
CRITERIA VARIATION
Fitch's analysis incorporated two criteria variations from its
"U.S. RMBS Rating Criteria" and "U.S. RMBS Loan Loss Criteria."
The first variation is that the due diligence sample size for the
transaction does not meet the minimum requirements as listed in
Fitch's criteria. Fitch expects a compliance review for the greater
of 200 loans or 10% sample if loans are sourced from a single
originator. Of the U.S. Bank-originated loans, which represent 80%
of the pool by UPB, only 77 loans, or 11% by loan count (10% by
UPB), received a compliance review. While the current sample is in
line on a percentage basis, it does not meet the minimum loan
count. This pool is part of a larger cohort being securitized in
pieces. Fitch was provided access to the entire diligence sample,
which covered roughly 10%, or 656 loans. Fitch relied on the larger
population sample, which had no material differences compared to
this pool, to mitigate the lower total number of loans reviewed for
this transaction. Additionally, the ATR rep for these loans is
being provided by U.S. Bank, and any potential breaches of the rep
will result in a repurchase, indemnification or cure by U.S. Bank.
This variation had no rating impact.
The second variation relates to the application of lower loss
severity floors than those described in Fitch's criteria. This pool
benefits from a material amount of equity buildup. Even after a 41%
home price decline environment (AAAsf rating case), the stressed
sLTV is only 76.8%. Additionally, the pool's sLTV of 49.7% is below
the RPL industry average. Fitch believes that applying a 30% loss
severity floor in this situation is highly punitive and considers a
20% loss severity floor at 'AAAsf' provides additional downside
protection in the event of idiosyncratic events while
differentiating this pool from other pools with much higher sLTVs.
This treatment resulted in a rating of approximately one notch
higher for each class.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by AMC, Opus and Westcor. A third-party due diligence was
performed on approximately 27% of the pool by loan count by AMC and
Opus, both assessed as 'Acceptable' third-party review (TPR) firms
by Fitch. The scope primarily focused on a regulatory compliance
review to ensure loans were originated in accordance with predatory
lending regulations. Additionally, a tax and title review was
completed on 100% of the loans by Westcor.
While the review was substantially similar to Fitch criteria with
respect to RPL transactions, the sample size yielded minor
variations to the criteria as indicated above. Fitch considered
this information in its analysis, which is reflected in the 'AAAsf'
expected loss of 4.50%.
ESG Considerations
TPMT 2024-4 has an ESG Relevance Score of '4' for Exposure to
Environmental Impacts due to high geographic concentration leading
to increased risk of catastrophe exposure, which has a negative
impact on the credit profile, and is relevant to the rating[s] in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
TOWD POINT 2024-5: Fitch Assigns 'B-(EXP)sf' Rating on Cl. B2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned expected ratings to Towd Point Mortgage
Trust 2024-5 (TPMT 2024-5).
Entity/Debt Rating
----------- ------
TPMT 2024-5
A1A LT AAA(EXP)sf Expected Rating
A1B LT AAA(EXP)sf Expected Rating
A2 LT AA-(EXP)sf Expected Rating
M1 LT A-(EXP)sf Expected Rating
M2 LT BBB-(EXP)sf Expected Rating
B1 LT BB-(EXP)sf Expected Rating
B2 LT B-(EXP)sf Expected Rating
B3 LT NR(EXP)sf Expected Rating
B4 LT NR(EXP)sf Expected Rating
B5 LT NR(EXP)sf Expected Rating
A1 LT AAA(EXP)sf Expected Rating
XS1 LT NR(EXP)sf Expected Rating
XS2 LT NR(EXP)sf Expected Rating
X LT NR(EXP)sf Expected Rating
R LT NR(EXP)sf Expected Rating
Transaction Summary
The TPMT 2024-5 transaction is expected to close on Nov. 13, 2024.
The notes are supported by 2,147 primarily seasoned performing
loans (SPLs) and reperforming loans (RPLs) with a total balance of
approximately $1.1 billion as of the cutoff date.
Distributions of principal and interest (P&I) and loss allocations
are based on a traditional senior-subordinate sequential structure.
The sequential-pay structure locks out principal to the
subordinated notes until the most senior notes outstanding are paid
in full. The servicers will advance delinquent (DQ) monthly
payments of P&I for up to 150 days (under OTS method) or until
deemed nonrecoverable.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to its updated view
on sustainable home prices, Fitch views the home price values of
this pool as 8.9% above a long-term sustainable level (versus 11.5%
on a national level as of 1Q24, up 0.4% since the prior quarter).
Housing affordability is the worst it has been in decades, driven
by both high interest rates and elevated home prices. Home prices
increased 5.9% yoy nationally as of May 2024, despite modest
regional declines, but are still being supported by limited
inventory.
Seasoned Prime Credit Quality (Positive): The collateral consists
of 2,147 primarily seasoned performing first lien loans, totaling
$1.1 billion and seasoned approximately 83 months in aggregate
(calculated as the difference between the origination date and the
run date). The pool is 99.7% current and 0.3% 30-59 days DQ. Over
the past two years, 95.8% of loans have been clean current. Also,
1.2% of loans have a prior modification. The borrowers have a very
strong credit profile (769 Fitch model FICO and 36% debt-to-income
[DTI] ratio) and low leverage (49% sustainable loan-to-value [sLTV]
ratio). Of the pool, 87.6% of loans are of a primary residence,
while 12.4% represent investment properties or a second home.
Low Leverage (Positive): The pool consists of loans with a weighted
average (WA) original combined LTV (CLTV) ratio of 64.9%. All loans
received updated property values, translating to a WA current
(mark-to-market) CLTV ratio of 44.4% after applicable haircuts
based on valuation type and an sLTV of 49.0% at the base case. This
reflects low-leverage borrowers and is stronger than in comparable
seasoned transactions.
Payment Shock (Negative): Approximately 68% of the pool loans are
vulnerable to a future payment shock, either as a result of
underlying adjustable-rate loans or loans currently in an
interest-only period (or both). As the adjustable-rate loans were
originated under low rates and given the current rate environment,
the reset could prove to be meaningful. The borrowers' credit
profile and very low leverage should mitigate potential defaults
arising from a payment shock; however, defaults were still
increased by 47% to account for this risk.
Limited Advancing (Mixed): The deal is structured to six months of
servicer advances for DQ P&I. The limited advancing reduces loss
severities, as there is a lower amount repaid to the servicer when
a loan liquidates and liquidation proceeds are prioritized to cover
principal repayment over accrued but unpaid interest. The downside
to this is the additional stress on the structure side, as there is
limited liquidity in the event of large and extended
delinquencies.
Sequential-Pay Structure (Positive): The transaction's cash flow is
based on a sequential-pay structure (pro-rata to the AAAsf rated
notes), whereby the subordinate classes do not receive principal
until the senior classes are repaid in full. Losses are allocated
in reverse-sequential order. Furthermore, the provision to
re-allocate principal to pay interest on the 'AAAsf' rated notes
prior to other principal distributions is highly supportive of
timely interest payments to those notes in the absence of servicer
advancing.
Indemnification Clause (Mixed): U.S. Bank will act as the remedy
provider, indemnifying any losses resulting from noncompliance with
the ATR standards for its loans, which represent 80% of the pool by
UPB. Fitch considers the indemnification provision to be robust
enough to address any ATR-related risks or losses, as detailed
below.
U.S. Bank's ATR Rep states: "With respect to each U.S. Bank
Mortgage Loan originated on or after January 10, 2014, such U.S.
Bank Mortgage Loan complies with the "ability to repay" standards
as set forth in Section 1026.43(c) of Regulation Z."
If the U.S. Bank Remedy Provider receives notice of a claim or a
proposed settlement with respect to a U.S. Bank Mortgage Loan that
identifies a potential breach of the ATR Rep:
"… the U.S. Bank Remedy Provider will either repurchase such U.S.
Bank Mortgage Loan at the Repurchase Price or provide written
notice to the Issuer that the U.S. Bank Remedy Provider has
declined to repurchase such U.S. Bank Mortgage Loan, or (B) if the
U.S. Bank Remedy Provider has not repurchased such U.S. Bank
Mortgage Loan at the Repurchase Price, with respect to any losses
suffered by the Issuer as a result of a successful claim by the
underlying borrower that a U.S. Bank Mortgage Loan was in violation
of the ATR Rep, whether raised as a direct claim or a defense to
foreclosure, resulting in economic damages to the Issuer, pay an
amount (such amount, an "ATR Refund Amount") equal to the actual
losses or actual damages incurred by the Issuer as a result of the
successful claim or defense to foreclosure."
"In addition to the foregoing obligation, the U.S. Bank Remedy
Provider will be required to protect, indemnify, and hold harmless
the Issuer against any losses, liabilities, costs, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees
and related costs, judgments, amounts paid in settlement (where the
U.S. Bank Remedy Provider consents in advance to such settlement)
and other costs and expenses resulting from any claim, demand,
defense or assertion based on or grounded upon, or arising from a
breach of the ATR Rep (solely with respect to the U.S. Bank
Mortgage Loans); provided, however, that in no event will the U.S.
Bank Remedy Provider be obligated to indemnify the Issuer to the
extent any such indemnified amounts result from (x) the gross
negligence or willful misconduct of the Issuer or (y) the Issuer's
failure to comply with the terms of the U.S. Bank MLPA, including
requirements of applicable law to the extent required by the U.S.
Bank MLPA."
For the remaining 20% of loans from a third-party loan aggregator,
a due diligence review of a sample found no material ATR-related
issues, and any potential concerns will be addressed by the
sponsor's standard ATR representation.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the
model projected 40.8% at 'AAA'. The analysis indicates that there
is some potential rating migration with higher MVDs for all rated
classes, compared with the model projection. Specifically, a 10%
additional decline in home prices would lower all rated classes by
one full category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
CRITERIA VARIATION
Fitch's analysis incorporated two criteria variations from its
"U.S. RMBS Rating Criteria" and "U.S. RMBS Loan Loss Criteria."
The first variation is that the due diligence sample size for the
transaction does not meet the minimum requirements as listed in
Fitch's criteria. Fitch expects a compliance review for the greater
of 200 loans or 10% sample if loans are sourced from a single
originator. Of the U.S. Bank-originated loans, which represent 80%
of the pool by UPB, only 138 loans, or 10% by loan count (10% by
UPB), received a compliance review. While the current sample is in
line on a percentage basis, it does not meet the minimum loan
count. This pool is part of a larger cohort being securitized in
pieces.
Fitch was provided access to the entire diligence sample, which
covered roughly 10%, or 656 loans. Fitch relied on the larger
population sample, which had no material differences compared to
this pool, to mitigate the lower total number of loans reviewed for
this transaction. In addition, the ATR rep for these loans is being
provided by U.S. Bank, and any potential breaches of the rep will
result in a repurchase, indemnification or cure by U.S. Bank. This
variation had no rating impact.
The second variation relates to the application of lower loss
severity floors than those described in Fitch's criteria. This pool
benefits from a material amount of equity buildup. Even after a 41%
home price decline environment (AAAsf rating case), the stressed
sLTV is only 75.8%. The pool's sLTV of 49.0% is below the RPL
industry average. Fitch believes that applying a 30% loss severity
floor in this situation is highly punitive and considers a 20% loss
severity floor at 'AAAsf' provides additional downside protection
in the event of idiosyncratic events while differentiating this
pool from other pools with much higher sLTVs. This treatment
resulted in a rating of approximately one notch higher for each
class.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by AMC, Opus and Westcor. A third-party due diligence was
performed on approximately 26% of the pool by loan count by AMC and
Opus, both assessed as 'Acceptable' third-party review (TPR) firms
by Fitch. The scope primarily focused on a regulatory compliance
review to ensure loans were originated in accordance with predatory
lending regulations. In addition, a tax and title review was
completed on 100% of the loans by Westcor.
While the review was substantially similar to Fitch criteria with
respect to RPL transactions, the sample size yielded minor
variations to the criteria as indicated above. Fitch considered
this information in its analysis, which is reflected in the 'AAAsf'
expected loss of 3.75%.
ESG Considerations
TPMT 2024-5 has an ESG Relevance Score of '4' for Exposure to
Environmental Impacts due to high geographic concentration leading
to increased risk of catastrophe exposure, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
UBS COMMERCIAL 2017-4: Fitch Cuts Rating on Two Tranches to CCsf
----------------------------------------------------------------
Fitch Ratings has downgraded six and affirmed eight classes of UBS
Commercial Mortgage Trust commercial mortgage pass-through
certificates, series 2017-C4. Following their downgrades, classes
D, X-D, E and X-E were assigned Negative Rating Outlooks. The
Outlooks on classes A-S, B, X-B and C were revised to Negative from
Stable.
Entity/Debt Rating Prior
----------- ------ -----
UBS 2017-C4
A3 90276RBD9 LT AAAsf Affirmed AAAsf
A4 90276RBE7 LT AAAsf Affirmed AAAsf
AS 90276RBH0 LT AAAsf Affirmed AAAsf
ASB 90276RBC1 LT AAAsf Affirmed AAAsf
B 90276RBJ6 LT AA-sf Affirmed AA-sf
C 90276RBK3 LT A-sf Affirmed A-sf
D 90276RAL2 LT BBsf Downgrade BBB-sf
E 90276RAN8 LT B-sf Downgrade BB-sf
F 90276RAQ1 LT CCsf Downgrade B-sf
XA 90276RBF4 LT AAAsf Affirmed AAAsf
XB 90276RBG2 LT AA-sf Affirmed AA-sf
XD 90276RAA6 LT BBsf Downgrade BBB-sf
XE 90276RAC2 LT B-sf Downgrade BB-sf
XF 90276RAE8 LT CCsf Downgrade B-sf
KEY RATING DRIVERS
Performance and 'B' Loss Expectations: Deal-level 'Bsf' rating case
loss is 6.7%, up from 5.4% at Fitch's prior rating action. Thirteen
loans (28.8% of the pool), including five loans (9%) in special
servicing have been identified as Fitch Loans of Concern (FLOCs).
The downgrades reflect higher pool loss expectations, driven
primarily by a significantly lower updated appraisal value since
the last rating action for the specially serviced 1600 Corporate
Center loan, the recent transfer of Grandview Shopping Center and
Sarasota Retail Portfolio to special servicing as well as the
declining performance of 221-223 W. Ohio & 215 W. Ohio.
The Negative Outlooks reflect the potential for downgrades with
further performance deterioration and/or lack of stabilization on
the FLOCs particularly the specially serviced 1600 Corporate Center
and Grandview Shopping Center loans as well as larger loans secured
by office properties including 237 Park Avenue and 245 Park
Avenue.
Largest Increases in Loss Expectations: The largest increase in
loss since the prior rating action and second largest contributor
to overall pool loss expectations is Grandview Shopping Center
(2.2%), which is secured by a 103,287-sf retail center located in
San Antonio, TX anchored by Sprouts (29%; expires 2027). The loan
transferred to special servicing in March 2024 due to a technical
default involving the replacement of the loan guarantor. As of YE
2023, servicer-reported NOI DSCR was 1.11x. As of September 2024,
the property was 83% occupied. The loan has intermittently been 30
days delinquent since entering special servicing. Upcoming rollover
is 6% in 2025 (7% of rent) and 10% in 2026 (14% of rent). Fitch's
'Bsf' rating case loss of 24.1% (prior to concentration
adjustments) is based on a 9% cap rate and a 7.5% stress to YE 2023
NOI.
The second largest increase in loss since the prior rating action
and largest contributor to overall pool loss expectations is 1600
Corporate Center (2.9%). The loan is secured by a 256,238-sf
suburban office building in Rolling Meadows, IL, approximately 25
miles northwest of the Chicago central business district. The loan
transferred to special servicing in December 2022 due to imminent
monetary default and has been REO since February 2024. As of March
2024, the property was 40% occupied. Fitch's 'Bsf' rating case loss
of 76.1% incorporates a haircut to the most recent appraised value,
reflecting a stressed value of $22 psf.
The third largest increase in loss since the prior rating action is
221-223 W. Ohio & 215 W. Ohio (1.3%), which is secured by three
office buildings (60,345 sf) in Chicago, IL. The loan was flagged
as a FLOC due to upcoming rollover concerns and delinquent
principal and interest payments. It was 30 days delinquent as of
October 2024. Upcoming rollover is as follows: 24% (2024; 27% of
rent); 24% (2025; 26% of rent); 14% (2026; 15% of rent). Fitch
requested a leasing update but did not receive a response. Fitch's
'Bsf' rating case loss of 29.1% (prior to concentration
adjustments) is based on a 9% cap rate and a 20% stress to YE 2023
NOI due to upcoming rollover concerns.
Change in Credit Enhancement (CE): As of the October 2024
distribution date, the transaction has been reduced by 15.2% since
issuance. Four loans (7%) have been defeased.
Interest Shortfalls: Interest shortfalls of approximately 1.3
million are impacting non-rated classes G and NR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades to the 'AAAsf' rated classes with Stable Outlooks are
not likely due to their position in the capital structure and
expected continued amortization and loan repayments. However,
downgrades could occur if deal-level losses increase significantly
and/or interest shortfalls occur or are expected to occur.
Downgrades to 'AAAsf' rated classes with Negative Outlooks are
possible with continued performance and/or valuation deterioration
of the FLOCs.
Downgrades to classes rated in 'AAsf' and 'Asf' and categories,
especially those which have Negative Outlooks, are likely with lack
of performance stabilization of the FLOCs and/or prolonged workouts
and valuation declines of the loans in special servicing. These
FLOCs include the specially serviced 1600 Corporate Center and
Grandview Shopping Center loans and loans secured by office
properties including 237 Park Avenue, 245 Park Avenue and 221-223
W. Ohio & 215 W. Ohio.
Downgrades to 'BBsf' and 'Bsf' rated categories are likely with
higher than expected losses from continued underperformance of the
FLOCs, particularly the aforementioned office loans and FLOCs with
deteriorating performance.
Further downgrades to the distressed class would occur should
additional loans transfer to special servicing or as losses on
FLOCs and specially serviced loans are realized and/or become more
certain.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to 'AAsf' and 'Asf' rated categories would occur with
continued improvement in CE from defeasance, amortization and/or
loan paydowns, as well as performance improvement of the FLOCs.
These FLOCs include 1600 Corporate Center, Grandview Shopping
Center, 237 Park Avenue, 245 Park Avenue and 221-223 W. Ohio & 215
W. Ohio.
Upgrades to the 'BBsf' and 'Bsf' rated categories and distressed
rated class are not likely, but would be possible in the later
years in a transaction if the performance of the remaining pool is
stable, recoveries and/or valuations on the FLOCs are better than
expected and there is sufficient CE to the classes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
VANCE CLO 2014-1R: Moody's Affirms Ba3 Rating on $23.88MM E Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Eaton Vance CLO 2014-1R, Ltd.:
US$29.73M Class C Senior Secured Deferrable Floating Rate Notes,
Upgraded to Aa1 (sf); previously on Apr 17, 2024 Upgraded to Aa3
(sf)
US$26.80M Class D Senior Secured Deferrable Floating Rate Notes,
Upgraded to Baa1 (sf); previously on Sep 8, 2020 Confirmed at Baa3
(sf)
Moody's have also affirmed the ratings on the following notes:
US$299.70M (Current outstanding amount US$119,078,215) Class A-1
Senior Secured Floating Rate Notes, Affirmed Aaa (sf); previously
on Aug 23, 2018 Definitive Rating Assigned Aaa (sf)
US$31.68M Class A-2 Senior Secured Floating Rate Notes, Affirmed
Aaa (sf); previously on Aug 23, 2018 Definitive Rating Assigned Aaa
(sf)
US$36.55M Class B Senior Secured Floating Rate Notes, Affirmed Aaa
(sf); previously on Apr 17, 2024 Upgraded to Aaa (sf)
US$23.88M Class E Secured Deferrable Floating Rate Notes, Affirmed
Ba3 (sf); previously on Sep 8, 2020 Confirmed at Ba3 (sf)
US$9.26M Class F Secured Deferrable Floating Rate Notes, Affirmed
Caa2 (sf); previously on May 23, 2023 Downgraded to Caa2 (sf)
Eaton Vance CLO 2014-1R, Ltd., issued in August 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured US loans. The portfolio is managed
by Eaton Vance Management. The transaction's reinvestment period
ended in July 2023.
RATINGS RATIONALE
The rating upgrades on the Class C and D notes are primarily a
result of the deleveraging of the Class A-1 following amortisation
of the underlying portfolio since the last rating action in April
2024.
The affirmations on the ratings on the Class A-1, A-2, B, E and F
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios after Class
A-1 note amortization on payment date in October 2024.
The Class A-1 notes have paid down by approximately USD126.8
million (51.6%) since the last rating action in April 2024 and
USD180.6 million (60.3%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased across the
capital structure. According to the trustee report dated October
2024 [1] the Class A/B, Class C, Class D and Class E OC ratios are
reported at 142.81%, 125.82%, 113.64% and 104.61% compared to April
2024 [2] levels of 131.62%, 120.23%, 111.54% and 104.79%,
respectively. Moody's note that the October 2024 principal payments
are not reflected in the reported OC ratios.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: USD283,320,716
Defaulted Securities: USD2,562,589
Diversity Score: 65
Weighted Average Rating Factor (WARF): 2925
Weighted Average Life (WAL): 3.67 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.31%
Weighted Average Coupon (WAC): n/a
Weighted Average Recovery Rate (WARR): 47.26%
Par haircut in OC tests and interest diversion test: not
applicable
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance" published in
October 2024. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assume that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
VIBRANT CLO IV-R: Fitch Assigns 'BB-sf' Rating on Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Vibrant
CLO IV-R, Ltd.
Entity/Debt Rating
----------- ------
Vibrant IV-R CLO, Ltd.
X LT AAAsf New Rating
A-1 Loans LT NRsf New Rating
A-1a LT NRsf New Rating
A-1b LT AAAsf New Rating
A-2 LT AAAsf New Rating
B-1 LT AA+sf New Rating
B-2 LT AAsf New Rating
C-a LT Asf New Rating
C-b LT Asf New Rating
D-1 LT BBBsf New Rating
D-2 LT BBB-sf New Rating
E LT BBsf New Rating
F LT BB-sf New Rating
Subordinated Notes LT NRsf New Rating
Transaction Summary
Vibrant CLO IV-R, Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
Vibrant Credit Partners, LLC. Net proceeds from the issuance of the
secured and subordinated notes will provide financing on a
portfolio of approximately $400 million of primarily first lien
senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B', which is in line with that of recent
CLOs. The weighted average rating factor (WARF) of the indicative
portfolio is 24.28, versus a maximum covenant, in accordance with
the initial expected matrix point of 25.44. Issuers rated in the
'B' rating category denote a highly speculative credit quality;
however, the notes benefit from appropriate credit enhancement and
standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
99.85% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 75.46% versus a
minimum covenant, in accordance with the initial expected matrix
point of 75.46%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a five year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio and matrices
analysis is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as 'AAAsf' for class X, between 'BBB+sf' and 'AA+sf' for
class A-1b, between 'BBB+sf' and 'AA+sf' for class A-2, between
'BB+sf' and 'AA-sf' for class B-1, between 'BB+sf' and 'A+sf' for
class for class B-2, between 'B+sf' and 'BBB+sf' for class C,
between less than 'B-sf' and 'BBB-sf' for class D-1, between less
than 'B-sf' and 'BB+sf' for class D-2, between less than 'B-sf' and
'B+sf' for class E, and between less than 'B-sf' and less than
'B+sf' for class F.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class X, class A-1b and
class A-2 notes as these notes are in the highest rating category
of 'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-1, 'AAAsf' for class B-2, 'AA+sf'
for class C, 'A+sf' for class D-1, 'Asf' for class D-2, 'BBB+sf'
for class E, and 'BBB+sf' for class F.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Vibrant CLO IV-R,
Ltd. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
WELLFLEET CLO X: S&P Affirms 'B- (sf)' Rating on Class E Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-R2,
A-2-R2, B-R2, and C-R2 replacement debt from Wellfleet CLO X
Ltd./Wellfleet CLO X LLC, a CLO originally issued in May 2021 that
is managed by Wellfleet Credit Partners LLC, a subsidiary of
Littlejohn & Co. At the same time, S&P withdrew its ratings on the
original class A-1-R, A-2-R, B-R, and C-R debt following payment in
full on the Nov. 5, 2024, refinancing date. S&P also affirmed its
ratings on the class X, D-R, and E debt, which were not refinanced.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended to May 5, 2025.
-- No additional assets were purchased on the Nov. 5, 2024,
refinancing date, and the target initial par amount remains at
$375.00 million.
-- There was no additional effective date or ramp-up period, and
the first payment date following the refinancing is Jan. 21, 2025.
-- No additional subordinated notes were issued on the refinancing
date.
-- The transaction has adopted benchmark replacement language and
was updated to conform to current rating agency methodology.
S&P said, "On a standalone basis, our cash flow analysis indicated
lower ratings on the class E debt (which was not refinanced).
However, we affirmed our 'B- (sf)' rating on the class E debt after
considering the margin of failure, the relatively stable
overcollateralization ratio since our last rating action on the
transaction, and that the transaction will soon enter its
amortization phase. Based on the latter, we expect the credit
support available to all rated classes to increase as principal is
collected and the senior debt is paid down. In addition, we believe
the payment of principal or interest on the class E debt when due
does not depend on favorable business, financial, or economic
conditions. Therefore, this class does not fit our definition of
'CCC' risk in accordance with our guidance criteria."
Replacement And Original Debt Issuances
Replacement debt
-- Class A-1-R2, $230.934 million: Three-month CME term SOFR +
1.12%
-- Class A-2-R2, $52.500 million: Three-month CME term SOFR +
1.75%
-- Class B-R2 (deferrable), $22.500 million: Three-month CME term
SOFR + 2.10%
-- Class C-R2 (deferrable), $20.625 million: Three-month CME term
SOFR + 3.30%
-- Subordinated notes, $28.12 million: Not applicable
Original debt
-- Class X, $3.750 million: Three-month CME term SOFR + 1.26% +
CSA(i)
-- Class A-1-R, $232.500 million: Three-month CME term SOFR +
1.43% + CSA(i)
-- Class A-2-R, $52.500 million: Three-month CME term SOFR + 2.01%
+ CSA(i)
-- Class B-R (deferrable), $22.500 million: Three-month CME term
SOFR + 2.46% + CSA(i)
-- Class C-R (deferrable), $20.625 million: Three-month CME term
SOFR + 3.71% + CSA(i)
-- Class D-R (deferrable), $14.063 million: Three-month CME term
SOFR + 6.87% + CSA(i)
-- Class E (deferrable), $5.550 million: Three-month CME term SOFR
+ 9.55% + CSA(i)
-- Subordinated notes, $28.120 million: Not applicable
(i)The CSA is 0.26161%.
CSA--Credit spread adjustment.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Wellfleet CLO X Ltd./Wellfleet CLO X LLC
Class A-1-R2, $230.934 million: AAA (sf)
Class A-2-R2, $52.500 million: AA (sf)
Class B-R2 (deferrable), $22.500 million: A (sf)
Class C-R2 (deferrable), $20.625 million: BBB- (sf)
Ratings Withdrawn
Wellfleet CLO X Ltd./Wellfleet CLO X LLC
Class A-1-R to NR from 'AAA (sf)'
Class A-2-R to NR from 'AA (sf)'
Class B-R (deferrable) to NR from 'A (sf)'
Class C-R (deferrable) to NR from 'BBB- (sf)'
Ratings Affirmed
Wellfleet CLO X Ltd./Wellfleet CLO X LLC
Class X: 'AAA (sf)'
Class D-R (deferrable): 'BB- (sf)'
Class E (deferrable): 'B- (sf)'
Other Debt
Wellfleet CLO X Ltd./Wellfleet CLO X LLC
Subordinated notes, $28.120 million: NR
NR--Not rated.
WELLS FARGO 2020-C55: Fitch Lowers Rating on Class F Notes to B-sf
------------------------------------------------------------------
Fitch Ratings has downgraded four and affirmed 14 classes of Wells
Fargo Commercial Mortgage Trust 2020-C55 (WFCM 2020-C55). Classes
E, X-D, F and X-F were assigned Negative Ratings Outlooks following
their downgrades. The Outlooks for classes C and X-B were revised
to Negative from Stable, and the Outlook for class D remains
Negative.
Fitch has affirmed 34 classes of Wells Fargo Commercial Mortgage
Trust 2020-C58 (WFCM 2020-C58). The Outlook for affirmed class F-RR
was revised to Negative from Stable, and the Outlooks for classes
G-RR and H-RR remain Negative.
Entity/Debt Rating Prior
----------- ------ -----
WFCM 2020-C55
A-1 95002EAW7 LT AAAsf Affirmed AAAsf
A-2 95002EAX5 LT AAAsf Affirmed AAAsf
A-3 95002EAY3 LT AAAsf Affirmed AAAsf
A-4 95002EBA4 LT AAAsf Affirmed AAAsf
A-5 95002EBB2 LT AAAsf Affirmed AAAsf
A-S 95002EBC0 LT AAAsf Affirmed AAAsf
A-SB 95002EAZ0 LT AAAsf Affirmed AAAsf
B 95002EBD8 LT AA-sf Affirmed AA-sf
C 95002EBE6 LT A-sf Affirmed A-sf
D 95002EAA5 LT BBBsf Affirmed BBBsf
E 95002EAC1 LT BB-sf Downgrade BBB-sf
F 95002EAE7 LT B-sf Downgrade B+sf
G 95002EAG2 LT CCCsf Affirmed CCCsf
X-A 95002EBF3 LT AAAsf Affirmed AAAsf
X-B 95002EBG1 LT A-sf Affirmed A-sf
X-D 95002EAL1 LT BB-sf Downgrade BBB-sf
X-F 95002EAN7 LT B-sf Downgrade B+sf
X-G 95002EAQ0 LT CCCsf Affirmed CCCsf
WFCM 2020-C58
A-1 95002UAA9 LT PIFsf Paid In Full AAAsf
A-2 95002UAB7 LT AAAsf Affirmed AAAsf
A-3 95002UAD3 LT AAAsf Affirmed AAAsf
A-3-1 95002UAE1 LT AAAsf Affirmed AAAsf
A-3-2 95002UAF8 LT AAAsf Affirmed AAAsf
A-3-X1 95002UAG6 LT AAAsf Affirmed AAAsf
A-3-X2 95002UAH4 LT AAAsf Affirmed AAAsf
A-4 95002UAJ0 LT AAAsf Affirmed AAAsf
A-4-1 95002UAK7 LT AAAsf Affirmed AAAsf
A-4-2 95002UAL5 LT AAAsf Affirmed AAAsf
A-4-X1 95002UAM3 LT AAAsf Affirmed AAAsf
A-4-X2 95002UAN1 LT AAAsf Affirmed AAAsf
A-S 95002UAP6 LT AAAsf Affirmed AAAsf
A-S-1 95002UAQ4 LT AAAsf Affirmed AAAsf
A-S-2 95002UAR2 LT AAAsf Affirmed AAAsf
A-S-X1 95002UAS0 LT AAAsf Affirmed AAAsf
A-S-X2 95002UAT8 LT AAAsf Affirmed AAAsf
A-SB 95002UAC5 LT AAAsf Affirmed AAAsf
B 95002UAU5 LT AA-sf Affirmed AA-sf
B-1 95002UAV3 LT AA-sf Affirmed AA-sf
B-2 95002UAW1 LT AA-sf Affirmed AA-sf
B-X1 95002UAX9 LT AA-sf Affirmed AA-sf
B-X2 95002UAY7 LT AA-sf Affirmed AA-sf
C 95002UAZ4 LT A-sf Affirmed A-sf
C-1 95002UBA8 LT A-sf Affirmed A-sf
C-2 95002UBB6 LT A-sf Affirmed A-sf
C-X1 95002UBC4 LT A-sf Affirmed A-sf
C-X2 95002UBD2 LT A-sf Affirmed A-sf
D-RR 95002UBG5 LT A-sf Affirmed A-sf
E-RR 95002UBH3 LT BBBsf Affirmed BBBsf
F-RR 95002UBJ9 LT BBB-sf Affirmed BBB-sf
G-RR 95002UBK6 LT BB-sf Affirmed BB-sf
H-RR 95002UBL4 LT B-sf Affirmed B-sf
X-A 95002UBE0 LT AAAsf Affirmed AAAsf
X-B 95002UBF7 LT A-sf Affirmed A-sf
KEY RATING DRIVERS
Performance and 'B' Loss Expectations: Deal-level 'Bsf' rating case
losses are 5.6% in WFCM 2020-C55 and 4.6% in WFCM 2020-C58. Fitch
Loans of Concerns (FLOCs) comprise 12 loans (21.2% of the pool) in
WFCM 2020-C55, including two specially serviced loans (5.2%), and
11 loans (26.4%) in WFCM 2020-C58, including two specially serviced
loans (4.6%).
The downgrades in WFCM 2020-C55 reflect increased pool loss
expectations since Fitch's prior rating action driven by the two
specially serviced loans, One Stockton (3.2%) and Delta Hotels by
Marriott - Detroit Metro Airport (2.1%). The Negative Outlooks
reflect possible further downgrades with higher loan exposures
and/or losses on the aforementioned specially serviced loans.
The affirmations in WFCM 2020-C58 reflect generally stable pool
performance and loss expectations since Fitch's prior rating
action. The Negative Outlooks reflect possible downgrades to these
classes should recovery prospects worsen on the specially serviced
One Stockton loan (2.3%) and also incorporates an additional
sensitivity scenario on office FLOCs, Pacific Gateway II (5.7%),
HPE Campus (4%) and Commerce Corporate Center (2%), that factored
in a heightened probability of default given significant subleasing
activity at these properties and lease rollover concerns.
The largest contributor to overall loss expectations in both WFCM
2020-C55 and WFCM 2020-C58 is the One Stockton loan, secured by a
16,987-sf single-tenant retail building located in San Francisco,
CA.
The loan transferred to special servicing in January 2024 due to
monetary default after the borrower ceased payments in November
2023. The property was formerly occupied by T-Mobile, on a lease
through November 2026, but the tenant has since terminated its
lease and the entirety of the space is vacant. The tenant was
required to pay a termination fee. A loan modification agreement is
being finalized to bring the loan current with funds from the
termination agreement.
Fitch's 'Bsf' rating case loss of 32% (prior to concentration
adjustments) reflects a 9% cap rate and 50% stress to the YE 2023
NOI, and factors a higher probability of default due to the vacant
property, resulting in a Fitch-stressed value of $24.8 million,
approximately 78% below the issuance appraisal.
The second largest contributor to overall loss expectations in WFCM
2020-C55 is the Delta Hotels by Marriott - Detroit Metro Airport
loan, which transferred to special servicing in June 2020 for
imminent monetary default due to the impact of the pandemic. The
loan was reported as 90+ days delinquent as of October 2024.
The borrower's bankruptcy filing was dismissed and a receiver was
appointed. The lender filed suit against the guarantor for full
recourse and is proceeding with foreclosure and finalizing a
receivership franchise agreement with Marriott. Per the special
servicer, the property is currently being marketed for sale.
Fitch's 'Bsf' rating case loss of 63% (prior to concentration
add-ons) reflects a haircut to the most recent appraised value and
reflects a stressed value of approximately $51,000 per key.
The Pacific Gateway II loan in WFCM 2020-C58, secured by a
237,057-sf suburban office building located in Torrance,
California, was designated a FLOC due to the largest tenant,
Optumcare Management, LLC (34% NRA; lease expiry in May 2027),
marketing all of its space for sublease. Per the June 2024 rent
roll, the property was 88.4% occupied, compared to 88% at YE 2022
and 85% at issuance. Upcoming rollover included 1.6% of the NRA in
2024, 8.4% in 2025 and 3.3% in 2026. Fitch's 'Bsf' rating case loss
of 3.5% (prior to concentration add-ons) reflects a 10% cap rate
and 15% stress to the YE 2023 2023 NOI due to space marketed for
subleasing.
The HPE Campus loan in WFCM 2020-C58 is secured by three buildings
totaling 447,364-sf of suburban office located in Roseville,
California northeast of Sacramento. The properties are fully leased
to Hewlett-Packard through April 2030; however, this FLOC was
flagged due to Hewlett-Packard having listed 65% of the NRA as
available for sublease. Per CoStar and as of QTD 4Q2024, comparable
properties in the Roseville/Rocklin office submarket had a 11.6%
vacancy rate and 14.5% availability rate while the total submarket
had a 26% vacancy rate and 25.4% availability rate. Fitch's 'Bsf'
rating case loss of 8.5% (prior to concentration add-ons) reflects
a 10% cap rate and 15% stress to the YE 2023 2023 NOI due to space
marketed for subleasing.
The Commerce Corporate Center loan in WFCM 2020-C58 is a FLOC due
to occupancy declines. The loan is secured by three office
properties totaling 195,301-sf and located in Allentown, PA. Per
the March 2024 rent roll, the property was 56.8% occupied, down
from 73% at YE 2021 and 72% at issuance. Near-term rollover
includes 9% of the NRA in 2024, 23.6% in 2025 and 10% in 2026.
Fitch's 'Bsf' rating case loss of 4% (prior to concentration
add-ons) reflects a 10% cap rate and 15% stress to the annualized
September 2023 NOI due to rollover concerns.
Increased Credit Enhancement (CE): As of the September 2024
remittance report, the aggregate pool balances of the WFCM 2020-C55
and WFCM 2020-C58 transactions have been reduced by 1.9% and 4.6%,
respectively, since issuance. Loan maturities are concentrated in
2030 with 35 loans for 53.2% of the pool in WFCM 2020-C55 and 45
loans for 93.4% of the pool in WFCM 2020-C58.
As of the September 2024 remittance report, respective defeasance
percentages in the WFCM 2020-C55 and WFCM 2020-C58 transactions
were 4.7% (six loans) and 5.7% (four loans).
Cumulative interest shortfalls for the WFCM 2020-C55 and WFCM
2020-C58 transactions are $2.8 million and $304,700, respectively;
in each transaction, they are affecting the non-rated class H-RR or
J-RR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The Negative Outlooks reflect possible future downgrades stemming
from concerns with further declines in performance that could
result in higher expected losses on FLOCs. If expected losses do
increase, downgrades to these classes are likely.
Downgrades to the 'AAAsf' rated classes are not expected due to the
position in the capital structure and expected continued
amortization and loan repayments, but may occur if deal-level
losses increase significantly and/or interest shortfalls occur or
are expected to occur.
Downgrades to classes rated in the 'AAsf' and 'Asf' categories,
especially those with Negative Outlooks, may occur should
performance of the FLOCs deteriorate further or if more loans than
expected default during the term and/or at or prior to maturity.
These FLOCs include One Stockton in both WFCM 2020-C55 and WFCM
2020-C58; Delta Hotels by Marriott - Detroit Metro Airport in WFCM
2020-C55; and Pacific Gateway II, HPE Campus and Commerce Corporate
Center in WFCM 2020-C58.
Downgrades to classes rated in the 'BBBsf', 'BBsf', and 'Bsf'
categories, particular those with Negative Outlooks, could occur
with higher than expected losses from continued underperformance of
the aforementioned FLOCs and with greater certainty of losses on
the specially serviced loans or other FLOCs.
Downgrades to distressed ratings of 'CCCsf' would occur as losses
become more certain and/or as losses are incurred.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades to 'AAsf' and 'Asf' category rated classes are possible
with significantly increased CE from paydowns, coupled with
stable-to-improved pool-level loss expectations and performance
stabilization of FLOCs, including One Stockton in both WFCM
2020-C55 and WFCM 2020-C58; Delta Hotels by Marriott - Detroit
Metro Airport in WFCM 2020-C55; and Pacific Gateway II, HPE Campus
and Commerce Corporate Center in WFCM 2020-C58. Upgrades of these
classes to 'AAAsf' will also consider the concentration of defeased
loans in the transaction.
Upgrades to the 'BBBsf' category rated classes would be limited
based on sensitivity to concentrations or the potential for future
concentration and would only occur sustained improved performance
of the FLOCs.
Upgrades to 'BBsf' and 'Bsf' category rated classes are not likely
until the later years in a transaction and only if the performance
of the remaining pool is stable and there is sufficient CE to the
classes.
Upgrades to distressed ratings are not expected but possible with
better than expected recoveries on specially serviced loans or
significantly higher values on FLOCs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
WELLS FARGO 2024-GRP: Moody's Assigns Ba1 Rating to Cl. HRR Certs
-----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to five classes of
CMBS securities issued by Wells Fargo Commercial Mortgage Trust
2024-GRP, Commercial Mortgage Pass-Through Certificates, Series
2024-GRP.
Cl. A, Definitive Rating Assigned Aaa (sf)
Cl. B, Definitive Rating Assigned Aa3 (sf)
Cl. C, Definitive Rating Assigned A3 (sf)
Cl. D, Definitive Rating Assigned Baa2 (sf)
Cl. HRR, Definitive Rating Assigned Ba1 (sf)
RATINGS RATIONALE
The certificates are collateralized by a first lien mortgage on the
borrower's fee simple and/or leasehold interests in 10 open-air
retail centers totaling approximately 1.5 million collateral SF
across California, Colorado, and Washington (collectively, the
"Portfolio"). Moody's ratings are based on the credit quality of
the loan and the strength of the securitization structure.
The Portfolio's tenant roster represents a granular mix of 220
unique retailers, of which 24 are located at multiple collateral
locations. The top 10 tenants account for 32.8% of total NRA and
24.2% of UW gross rent. No single tenant exceeds 7.3% of NRA or
generates more than 4.3% of UW gross rent. All properties benefit
from high quality national retailers and mass merchandisers,
including TJX brands (T.J. Maxx, Marshalls, HomeGoods), Ross Dress
for Less, Apple, Food Maxx, Safeway, Walmart, Alamo Drafthouse
Cinema, Lululemon, Ace Hardware, Dollar Tree, Best Buy, and
Staples. Seven properties (69.9% of NRA, 65.4% of UW NOI) are
anchored or shadow-anchored by a strong grocer such as Safeway (two
locations), Walmart (two locations), Food Maxx (one location),
WinCo (one location, shadow non-collateral) and Grocery Outlet (one
location, shadow). The remaining three properties are anchored by
T.J. Maxx, Alamo Drafthouse Cinema (~$1 million per screen sales),
and Planet Fitness.
Moody's approach to rating this transaction involved the
application of Moody's Large Loan and Single Asset/Single Borrower
Commercial Mortgage-Backed Securitizations Methodology. The rating
approach for securities backed by a single loan compares the credit
risk inherent in the underlying collateral with the credit
protection offered by the structure. The structure's credit
enhancement is quantified by the maximum deterioration in property
value that the securities are able to withstand under various
stress scenarios without causing an increase in the expected loss
for various rating levels. In assigning single borrower ratings,
Moody's also consider a range of qualitative issues as well as the
transaction's structural and legal aspects.
The credit risk of loans is determined primarily by two factors: 1)
Moody's assessment of the probability of default, which is largely
driven by each loan's DSCR, and 2) Moody's assessment of the
severity of loss upon a default, which is largely driven by each
loan's loan-to-value ratio, referred to as the Moody's LTV or MLTV.
As described in the CMBS methodology used to rate this transaction,
Moody's make various adjustments to the MLTV. Moody's adjust the
MLTV for each loan using a value that reflects capitalization (cap)
rates that are between Moody's sustainable cap rates and market cap
rates. Moody's also use an adjusted loan balance that reflects each
loan's amortization profile.
The Moody's first mortgage actual DSCR is 1.26x, compared to 1.20x
in place at Moody's provisional ratings, and Moody's first mortgage
actual stressed DSCR is 0.99x. Moody's DSCR is based on Moody's
stabilized net cash flow.
The loan first mortgage balance of $225,000,000 represents a
Moody's LTV ratio of 96.9%. Moody's LTV ratio is based on Moody's
Value. The adjusted Moody's LTV ratio for the first mortgage
balance is 88.7%, compared to 88.4% in place at Moody's provisional
ratings, based on Moody's value taking in to account the current
interest rate environment.
Moody's also grade properties on a scale of 0 to 5 (best to worst)
and considers those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The property's quality
grade is 1.88.
Notable strengths of the transaction include: property's strong
tenant mix, anchor tenancy, occupancy growth with very strong
tenant retention, market conditions, and multiple property
pooling.
Notable concerns of the transaction include: low percentage of
tenants reporting sales, high share of discretionary retail
offerings, floating-rate interest-only loan profile, and credit
negative legal features.
The principal methodology used in these ratings was "Large Loan and
Single Asset/Single Borrower Commercial Mortgage-backed
Securitizations" published in July 2024.
Moody's approach for single borrower and large loan multi-borrower
transactions evaluates credit enhancement levels based on an
aggregation of adjusted loan level proceeds derived from Moody's
loan level LTV ratios. Major adjustments to determining proceeds
include leverage, loan structure, and property type. These
aggregated proceeds are then further adjusted for any pooling
benefits associated with loan level diversity, other concentrations
and correlations.
Factors that would lead to an upgrade or downgrade of the ratings:
The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously anticipated. Factors that may cause an
upgrade of the ratings include significant loan pay downs or
amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.
WESTLAKE AUTOMOBILE 2023-4: Fitch Affirms 'BBsf' Rating on E Notes
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of five classes of Westlake
Automobile Receivables Trust (WLAKE) 2023-4 notes, upgraded the
rating of the class B notes and revised the Rating Outlooks for
three of the affirmed classes of notes to Positive from Stable.
Entity/Debt Rating Prior
----------- ------ -----
Westlake Automobile
Receivables
Trust 2023-4
A-2 96041AAC0 LT AAAsf Affirmed AAAsf
A-3 96041AAG1 LT AAAsf Affirmed AAAsf
B 96041AAJ5 LT AA+sf Upgrade AAsf
C 96041AAL0 LT Asf Affirmed Asf
D 96041AAN6 LT BBBsf Affirmed BBBsf
E 96041AAQ9 LT BBsf Affirmed BBsf
KEY RATING DRIVERS
The affirmations and upgrade of the outstanding notes reflect
available credit enhancement (CE) and loss performance to date.
Cumulative net losses (CNLs) are tracking inside the initial rating
case proxies and hard CE levels have grown for all classes since
close. The Stable Outlooks on 'AAAsf' rated notes reflect Fitch's
expectation that the notes have sufficient levels of credit
protection to withstand potential deterioration in credit quality
of the portfolio in stress scenarios and that loss coverage will
continue to increase as the transactions amortize. The Positive
Outlooks on the applicable classes reflect the possibility for an
upgrade in the next one to two years.
As of the October 2024 distribution date, 31+, 61+ and 91+ day
delinquencies were 4.95%, 1.44% and 0.33% of the remaining
collateral balance, respectively. CNL was 3.91% tracking below
Fitch's initial rating case of 14.00%. Furthermore, hard CE has
grown for all classes since close.
The lifetime CNL proxy considers the transaction's remaining pool
factor, pool composition and performance to date. Furthermore, it
considers current and future macroeconomic conditions that drive
loss frequency, along with the state of wholesale vehicle values,
which affect recovery rates and ultimately transaction losses.
To account for potential increases in delinquencies and losses,
Fitch applied conservative assumptions in deriving the rating case
loss proxy. Fitch maintained conservatism by using projections
based on performance to date. The rating case proxy was maintained
at 14.00% for this review.
Under the lifetime rating case loss proxy, cash flow modeling
continues to support multiples consistent with or in excess of 3.0x
for 'AAAsf', 2.5x for 'AAsf', 2.0x for 'Asf', 1.5x for 'BBBsf' and
1.25x for 'BBsf'.
Fitch's base case loss expectation, which does not include a margin
of safety and is not used in Fitch's quantitative analysis, is
12.00% based on Fitch's "Global Economic Outlook - September 2024"
report, historical securitization performance and forecast
projections.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Unanticipated increases in the frequency of defaults could produce
default levels higher than the current projected rating case
default proxy, and affect available loss coverage and multiples
levels for the transaction. Weakening asset performance is strongly
correlated to increasing levels of delinquencies and defaults that
could negatively affect CE levels. Lower loss coverage could affect
ratings and Outlooks, depending on the extent of the decline in
coverage.
In Fitch's initial review, the notes were found to have some
sensitivity to a 1.5x and 2.0x increase of its rating case loss
expectation for each transaction. To date, the transaction has
exhibited stable performance and losses within Fitch's initial
expectations. The transaction continues to build hard CE supportive
of adequate loss coverage and multiple levels. Therefore, a
material deterioration in performance would have to occur within
the asset collateral to have a potential negative impact on the
outstanding ratings.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance, driven by stable
delinquencies and defaults, would lead to rising CE levels and
consideration for potential upgrades. If CNL is 20% less than the
projected proxy, the expected subordinate note ratings could be
upgraded by up to two categories.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
WILDWOOD PARK CLO: S&P Assigns B- (sf) Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to Wildwood Park CLO
Ltd./Wildwood Park CLO LLC's fixed- and floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Blackstone Liquid Credit Strategies
LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated debt through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Wildwood Park CLO Ltd./Wildwood Park CLO LLC
Class A, $256.00 million: Not rated
Class B-1, $38.00 million: AA (sf)
Class B-2, $10.00 million: AA (sf)
Class C (deferrable), $24.00 million: A (sf)
Class D-1 (deferrable), $24.00 million: BBB- (sf)
Class D-2 (deferrable), $3.00 million: BBB- (sf)
Class E (deferrable), $13.00 million: BB- (sf)
Class F (deferrable), $2.00 million: B- (sf)
Subordinated notes, $36.87 million: Not rated
WIND RIVER 2014-3K: Moody's Cuts Rating on $8MM Cl. F Notes to Ca
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Wind River 2014-3K CLO Ltd.:
US$40,000,000 Class B Senior Secured Floating Rate Notes due 2030
(the "Class B Notes"), Upgraded to Aaa (sf); previously on October
15, 2018 Definitive Rating Assigned Aa2 (sf)
US$20,800,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2030 (the "Class C Notes"), Upgraded to Aa2 (sf);
previously on October 6, 2020 Confirmed at A2 (sf)
Moody's have also downgraded the rating on the following notes:
US$8,000,000 Class F Junior Secured Deferrable Floating Rate Notes
due 2030 (current outstanding balance of $9,843,429.92) (the
"Class F Notes"), Downgraded to Ca (sf); previously on January 19,
2024 Downgraded to Caa3 (sf)
Wind River 2014-3K CLO Ltd., issued in October 2018, is a managed
cashflow CLO. The notes are collateralized primarily by a portfolio
of broadly syndicated senior secured corporate loans. The
transaction's reinvestment period ended in October 2023.
A comprehensive review of all credit ratings for the respective
transaction has been conducted during a rating committee.
RATINGS RATIONALE
The upgrade rating actions on Class B and Class C Notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's over-collateralization (OC) ratios
since December 2023. The Class A-1 notes have been paid down by
approximately 56.1% or $138 million since then. Based on Moody's
calculation, the OC ratios for the Class B and Class C notes are
currently 147.61% and 130.77%, respectively, versus December 2023
levels of 126.10% and 117.91%, respectively.
The downgrade rating action on the Class F notes reflects the
specific risks to the junior notes posed by credit deterioration
and par loss observed in the underlying CLO portfolio. Based on
Moody's calculations, the weighted average rating factor (WARF) and
the weighted average spread (WAS) have deteriorated and are
currently 3130 and 3.36%, respectively, compared to 2971 and 3.65%,
respectively, in December 2023. Also based on Moody's calculations,
the OC ratio for the Class F notes is currently 101.63% versus
101.91% in December 2023.
No actions were taken on the Class A-1, Class A-2, Class D and
Class E notes because their expected losses remain commensurate
with their current ratings, after taking into account the CLO's
latest portfolio information, its relevant structural features and
its actual over-collateralization and interest coverage levels.
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 Moody's analysis, such as par,
weighted average rating factor, diversity score, weighted average
spread, and weighted average recovery rate, are based on Moody's
published methodology and could differ from the trustee's reported
numbers. For modeling purposes, Moody's used the following
base-case assumptions:
Performing par and principal proceeds balance: $237,682,134
Defaulted par: $3,022,500
Diversity Score: 54
Weighted Average Rating Factor (WARF): 3130
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.36%
Weighted Average Recovery Rate (WARR): 47.31%
Weighted Average Life (WAL): 3.72 years
Par haircut in OC tests and interest diversion test: 3.62%
In addition to base case analysis, Moody's ran additional scenarios
where outcomes could diverge from the base case. The additional
scenarios consider one or more factors individually or in
combination, and include: defaults by obligors whose low ratings or
debt prices suggest distress, defaults by obligors with potential
refinancing risk, deterioration in the credit quality of the
underlying portfolio, and, lower recoveries on defaulted assets.
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
May 2024.
Factors that Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the rated notes is subject to uncertainty. The
performance of the rated notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the rated notes.
[*] Fitch Affirms BB Rating on 8 Exeter Automobile Transactions
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlooks on nine classes in
four Exeter Automobile Receivables Trust (EART) transactions to
Positive from Stable. The Rating Outlooks on two classes in two
EART transactions remain Negative. Fitch has also affirmed the
ratings for all 44 classes of notes in nine EART transactions.
Entity/Debt Rating Prior
----------- ------ -----
Exeter Automobile
Receivables
Trust 2023-2
B 30168CAD0 LT AAsf Affirmed AAsf
C 30168CAE8 LT Asf Affirmed Asf
D 30168CAF5 LT BBBsf Affirmed BBBsf
E 30168CAG3 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2024-2
A-2 30166DAB4 LT AAAsf Affirmed AAAsf
A-3 30166DAC2 LT AAAsf Affirmed AAAsf
B 30166DAD0 LT AAsf Affirmed AAsf
C 30166DAE8 LT Asf Affirmed Asf
D 30166DAF5 LT BBBsf Affirmed BBBsf
E 30166DAG3 LT BB-sf Affirmed BB-sf
Exeter Automobile
Receivables
Trust 2022-5
B 30167FAD4 LT AAsf Affirmed AAsf
C 30167FAE2 LT Asf Affirmed Asf
D 30167FAF9 LT BBBsf Affirmed BBBsf
E 30167FAG7 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2022-6
B 30168AAD4 LT AAsf Affirmed AAsf
C 30168AAE2 LT Asf Affirmed Asf
D 30168AAF9 LT BBBsf Affirmed BBBsf
E 30168AAG7 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2023-1
B 30168BAD2 LT AAsf Affirmed AAsf
C 30168BAE0 LT Asf Affirmed Asf
D 30168BAF7 LT BBBsf Affirmed BBBsf
E 30168BAG5 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2024-1
A-2 30167PAB6 LT AAAsf Affirmed AAAsf
A-3 30167PAC4 LT AAAsf Affirmed AAAsf
B 30167PAD2 LT AAsf Affirmed AAsf
C 30167PAE0 LT Asf Affirmed Asf
D 30167PAF7 LT BBBsf Affirmed BBBsf
E 30167PAG5 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2023-5
A-2 30168DAB2 LT AAAsf Affirmed AAAsf
A-3 30168DAC0 LT AAAsf Affirmed AAAsf
B 30168DAD8 LT AAsf Affirmed AAsf
C 30168DAE6 LT Asf Affirmed Asf
D 30168DAF3 LT BBBsf Affirmed BBBsf
E 30168DAG1 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2023-3
A-3 301989AC3 LT AAAsf Affirmed AAAsf
B 301989AD1 LT AAsf Affirmed AAsf
C 301989AE9 LT Asf Affirmed Asf
D 301989AF6 LT BBBsf Affirmed BBBsf
E 301989AG4 LT BBsf Affirmed BBsf
Exeter Automobile
Receivables
Trust 2023-4
A3 30166TAC7 LT AAAsf Affirmed AAAsf
B 30166TAD5 LT AAsf Affirmed AAsf
C 30166TAE3 LT Asf Affirmed Asf
D 30166TAF0 LT BBBsf Affirmed BBBsf
E 30166TAG8 LT BBsf Affirmed BBsf
KEY RATING DRIVERS
The Negative Outlooks for EART 2022-5 and 2022-6 class E reflect
the possibility of a downgrade in the next one to two years. After
their initial revision last review, the Negative Outlooks remain as
a result of continued underperformance resulting in limited
overcollateralization build and consequent loss coverage under
Fitch's cash flow modeling. Fitch will closely monitor the pace of
losses and any further rating pressure on the notes if performance
does not improve, especially for 2022-6.
The affirmations of the outstanding notes reflect available credit
enhancement (CE) and loss performance to date. CNLs are tracking
higher than the initial rating case proxies, particularly for the
2022 transactions. However, hard CE levels have grown for all
classes of notes in each transaction since close based on the
current collateral balance. The Stable Outlooks on the
'AAAsf'-rated notes reflect Fitch's expectation for loss coverage
to continue to improve as the transaction amortizes. The Positive
Outlooks reflect the possibility of an upgrade in the next one to
two years. The Stable Outlooks on subordinate notes reflect the
slower expected pace of upgrades for these classes.
As of the October 2024 distribution date, 61+ day delinquencies
were 9.91%, 9.87%, 9.18%, 8.82%, 8.77%, 7.65%, 7.47%, 6.26%, and
5.78% for EART 2022-5, 2022-6, 2023-1, 2023-2, 2023-3, 2023-4,
2023-5, 2024-1, and 2024-2, respectively. Cumulative net losses
(CNL) were 16.05%, 15.53%, 11.58%, 9.51%, 8.64%, 7.33%, 5.40%,
3.41%, and 2.56%, respectively, all tracking higher than Fitch's
initial rating case proxies of 18.75%, 19.00%, 19.00%, 20.00%,
20.00%, 20.00%, 20.00%, 20.00%, and 22.00%, respectively.
The revised lifetime CNL proxies consider the transactions'
remaining pool factors, pool compositions, and performance to date.
Furthermore, they consider current and future macroeconomic
conditions that drive loss frequency, along with the state of
wholesale vehicle values, which affect recovery rates and
ultimately transaction losses.
To account for potential further increases in delinquencies and
losses, Fitch applied conservative assumptions in deriving the
updated rating case loss proxies. Given the high losses of the 2022
transactions, Fitch maintained the rating case CNL proxies at
25.50% and 26.50% for 2022-5 and 2022-6, respectively. Fitch also
slightly raised the rating case proxies to 23.00% for 2023-1,
2023-2, 2023-3, 2023-4 and 2023-5. Fitch raised the rating case
proxy for 2024-1 to 22.00%. Lastly, Fitch maintained the rating
case proxy for 2024-2 at 22.00% due to lower amortization.
Fitch conducted updated cash flow modeling for each transaction and
loss coverage multiples for the rated notes are consistent with or
in excess of 3.00x for 'AAAsf', 2.50x for 'AAsf', 2.00x for 'Asf',
1.50x for 'BBBsf', and 1.25x for 'BBsf' (with some exceptions for
multiple compression on certain class E notes).
Fitch's base case loss expectations, which do not include a margin
of safety and are not used in Fitch's quantitative analysis to
assign ratings, are 24.75%, 25.75%, 22.00%, 22.00%, 22.00%, 22.00%,
22.00%, 21.00%, and 21.00%, respectively, based on Fitch's "Global
Economic Outlook — September 2024," prior and projected
transaction performance.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Unanticipated increases in the frequency of defaults could produce
default levels higher than the current projected rating case
default proxies and affect available loss coverage and multiples
levels for the transactions. Weakening asset performance is
strongly correlated to increasing levels of delinquencies and
defaults that could negatively affect CE levels. Lower loss
coverage could affect the ratings and Outlooks, depending on the
extent of the decline in coverage.
In Fitch's initial review, the notes were found to have sensitivity
to a 1.5x and 2.0x increase of Fitch's rating case loss expectation
for each transaction. For outstanding transactions, this scenario
suggests a possible downgrade of up to three categories for all
classes of notes. To date, while the transactions have weakening
performance with projected losses exceeding Fitch's initial
expectations, hard credit enhancement has built to a degree that is
supportive of adequate loss coverage and multiple levels at the
current ratings. Therefore, further deterioration in performance
would have to occur within the asset collateral to have potential
negative impact on the outstanding notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and consideration
for potential upgrades. If CNLs were 20% less than projected CNL
proxy, the ratings could be affirmed or upgraded.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
[*] Moody's Takes Action on 2 Bonds From 2 US RMBS Deals
--------------------------------------------------------
Moody's Ratings has upgraded the rating of one bond and downgraded
the rating of one bond from two US residential mortgage-backed
transactions (RMBS), backed by subprime mortgages issued by
multiple issuers.
A comprehensive review of all credit ratings for the respective
transactions has been conducted during a rating committee.
The complete rating actions are as follow:
Issuer: Morgan Stanley Structured Trust I 2007-1
Cl. A-4, Upgraded to Ba1 (sf); previously on Sep 24, 2010
Downgraded to C (sf)
Issuer: Wells Fargo Home Equity Asset-Backed Securities 2007-2
Trust
Cl. A-3, Downgraded to B3 (sf); previously on Dec 17, 2018 Upgraded
to B1 (sf)
RATINGS RATIONALE
The rating actions reflect the recent performance as well as
Moody's updated loss expectations on the underlying pools.
The rating upgrade is a result of the improving performance of the
related pool, and an increase in credit enhancement available to
the bond. The credit enhancement for Class A-4 of Morgan Stanley
Structured Trust I 2007-1 increased by 7% over the last 12 months.
The upgrade also reflects the further seasoning of the collateral
and increased clarity regarding the impact of borrower relief
programs on collateral performance. Information obtained from loan
servicers in recent years has shed light on their current
strategies regarding borrower relief programs and the impact those
programs may have on collateral performance and transaction
liquidity, through servicer advancing. Moody's recent analysis has
found that in addition to robust home price appreciation, many of
these borrower relief programs have contributed to stronger
collateral performance than Moody's had previously expected, thus
supporting the upgrade.
The rating downgrade of Class A-3 from Wells Fargo Home Equity
Asset-Backed Securities 2007-2 Trust is due to outstanding interest
shortfalls and the uncertainty of whether those shortfalls will be
reimbursed. This transaction is undercollateralized and, in
transactions where overcollateralization has been reduced or
depleted due to poor performance, missed interest payments to its
bonds are unlikely to be repaid.
Moody's analysis for both bonds considered the existence of
historical interest shortfalls. While shortfalls have been recouped
for Class A-4 of Morgan Stanley Structured Trust I 2007-1, the size
and length of the past shortfalls, as well as the potential for
recurrence, were analyzed as part of the upgrade.
Certain bonds in this review are currently impaired or expected to
become impaired. Moody's ratings on those bonds reflect any losses
to date as well as Moody's expected future loss.
No actions were taken on the other rated classes in these deals
because their expected losses remain commensurate with their
current ratings, after taking into account the updated performance
information, structural features, credit enhancement and other
qualitative considerations.
Principal Methodologies
The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in July 2022.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds up. Losses could decline from
Moody's original expectations as a result of a lower number of
obligor defaults or appreciation in the value of the mortgaged
property securing an obligor's promise of payment. Transaction
performance also depends greatly on the US macro economy and
housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's expectations as a
result of a higher number of obligor defaults or deterioration in
the value of the mortgaged property securing an obligor's promise
of payment. Transaction performance also depends greatly on the US
macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
[*] Moody's Takes Action on 31 Bonds From 10 US RMBS Deals
----------------------------------------------------------
Moody's Ratings has upgraded the ratings of 23 bonds and downgraded
the ratings of eight bonds from 10 US residential mortgage-backed
transactions (RMBS), backed by Option ARM and subprime mortgages
issued by multiple issuers.
A comprehensive review of all credit ratings for the respective
transactions has been conducted during a rating committee.
The complete rating actions are as follows:
Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-1
Cl. NIO*, Downgraded to C (sf); previously on Feb 13, 2019 Upgraded
to Ca (sf)
Issuer: Securitized Asset Backed Receivables LLC Trust 2005-OP1
Cl. M-1, Downgraded to Caa1 (sf); previously on Jun 9, 2020
Downgraded to B1 (sf)
Cl. M-2, Downgraded to B2 (sf); previously on Jun 9, 2020
Downgraded to B1 (sf)
Issuer: Securitized Asset Backed Receivables LLC Trust 2006-OP1
Cl. M-3, Downgraded to Caa1 (sf); previously on Mar 11, 2019
Downgraded to B1 (sf)
Cl. M-4, Downgraded to Caa1 (sf); previously on Apr 11, 2016
Upgraded to B1 (sf)
Cl. M-5, Downgraded to Caa1 (sf); previously on Jun 9, 2020
Downgraded to B2 (sf)
Issuer: Soundview Home Loan Trust 2006-OPT5
Cl. I-A-1, Upgraded to A1 (sf); previously on Jul 3, 2023 Upgraded
to Baa2 (sf)
Cl. II-A-4, Upgraded to A3 (sf); previously on Jul 3, 2023 Upgraded
to Ba1 (sf)
Issuer: Structured Asset Investment Loan Trust 2006-4
Cl. A4, Downgraded to B3 (sf); previously on Dec 29, 2016 Upgraded
to Ba3 (sf)
Issuer: Structured Asset Mortgage Investments II Trust 2007-AR3
Cl. II-A-1, Upgraded to Caa1 (sf); previously on Dec 14, 2010
Confirmed at Caa2 (sf)
Issuer: WaMu Mortgage Pass-Through Certificates Series 2005-AR6
Trust
Cl. 1-A-1B, Upgraded to Baa3 (sf); previously on Dec 19, 2023
Upgraded to B1 (sf)
Cl. 2-A-1A, Downgraded to Baa1 (sf); previously on Feb 21, 2019
Upgraded to A3 (sf)
Cl. 2-A-1C, Upgraded to Baa3 (sf); previously on Dec 19, 2023
Upgraded to B1 (sf)
Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR11
Cl. A-1C3, Upgraded to Ba3 (sf); previously on Dec 6, 2023 Upgraded
to B2 (sf)
Cl. A-1C4, Upgraded to Ba3 (sf); previously on Dec 6, 2023 Upgraded
to B2 (sf)
Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR13
Cl. A-1A1, Upgraded to A3 (sf); previously on Dec 7, 2023 Upgraded
to Baa1 (sf)
Cl. A-1A2, Upgraded to A3 (sf); previously on Dec 7, 2023 Upgraded
to Baa1 (sf)
Cl. A-1A3, Upgraded to A3 (sf); previously on Dec 7, 2023 Upgraded
to Baa1 (sf)
Cl. A-1B2, Upgraded to A3 (sf); previously on Dec 7, 2023 Upgraded
to Baa3 (sf)
Cl. A-1B3, Upgraded to A3 (sf); previously on Dec 7, 2023 Upgraded
to Baa3 (sf)
Cl. A-1C3, Upgraded to Baa1 (sf); previously on Dec 7, 2023
Upgraded to Ba3 (sf)
Cl. A-1C4, Upgraded to Baa1 (sf); previously on Dec 7, 2023
Upgraded to Ba3 (sf)
Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR2
Cl. 1-A-1A, Upgraded to A3 (sf); previously on Feb 21, 2019
Upgraded to Baa1 (sf)
Cl. 1-A-1B, Upgraded to Baa1 (sf); previously on Dec 19, 2023
Upgraded to Baa3 (sf)
Cl. 2-A-1A, Upgraded to A3 (sf); previously on May 7, 2018 Upgraded
to Baa1 (sf)
Cl. 2-A-1B, Upgraded to Baa1 (sf); previously on Dec 19, 2023
Upgraded to Baa3 (sf)
Cl. 2-A-2A1, Upgraded to A3 (sf); previously on May 7, 2018
Upgraded to Baa1 (sf)
Cl. 2-A-2A3, Upgraded to A3 (sf); previously on May 7, 2018
Upgraded to Baa1 (sf)
Cl. 2-A-2B, Upgraded to Baa1 (sf); previously on Dec 19, 2023
Upgraded to Baa3 (sf)
Cl. 2-A-3, Upgraded to Baa1 (sf); previously on Dec 19, 2023
Upgraded to Baa2 (sf)
Cl. X*, Upgraded to B3 (sf); previously on Dec 20, 2017 Downgraded
to Caa1 (sf)
*Reflects Interest-Only Classes
RATINGS RATIONALE
The rating actions reflect the current levels of credit enhancement
available to the bonds, the recent performance, analysis of the
transaction structures, and Moody's updated loss expectations on
the underlying pools.
The rating upgrades are a result of the improving performance of
the related pools and an increase in credit enhancement available
to the bonds.
The rating upgrades also reflect the further seasoning of the
collateral and increased clarity regarding the impact of borrower
relief programs on collateral performance. Information obtained
from loan servicers in recent years has shed light on their current
strategies regarding borrower relief programs and the impact those
programs may have on collateral performance and transaction
liquidity, through servicer advancing. Moody's recent analysis has
found that in addition to robust home price appreciation, many of
these borrower relief programs have contributed to stronger
collateral performance than Moody's had previously expected, thus
supporting the upgrades.
The majority of the rating downgrades are due to outstanding
interest shortfalls on the bonds that are not expected to be
recouped. These bonds have weak interest recoupment mechanism where
missed interest payments will likely result in a permanent interest
loss. Unpaid interest owed to bonds with weak interest recoupment
mechanisms are reimbursed sequentially based on bond priority, from
excess interest, if available, and often only after the
overcollateralization has built to a pre-specified target amount.
In transactions where overcollateralization has already been
reduced or depleted due to poor performance, any such missed
interest payments to these bonds is unlikely to be repaid.
The rating downgrade of Class A4 from Structured Asset Investment
Loan Trust 2006-4 is due to outstanding interest shortfalls and the
uncertainty of whether those shortfalls will be reimbursed, despite
an interest recoupment mechanism that is stronger than the
downgrades mentioned in the previous paragraph.
Moody's analysis on certain bonds also includes an assessment of
the tail end risk of deals with shifting interest or pro-rata pay
mechanisms that do not have compensating mechanisms of support,
such as credit enhancement floors.
No actions were taken on the other rated classes in these deals
because their expected losses remain commensurate with their
current ratings, after taking into account the updated performance
information, structural features, credit enhancement and other
qualitative considerations.
Principal Methodologies
The principal methodology used in rating all classes except
interest-only classes was "US RMBS Surveillance Methodology"
published in July 2022.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds up. Losses could decline from
Moody's original expectations as a result of a lower number of
obligor defaults or appreciation in the value of the mortgaged
property securing an obligor's promise of payment. Transaction
performance also depends greatly on the US macro economy and
housing market.
Down
Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's expectations as a
result of a higher number of obligor defaults or deterioration in
the value of the mortgaged property securing an obligor's promise
of payment. Transaction performance also depends greatly on the US
macro economy and housing market. Other reasons for
worse-than-expected performance include poor servicing, error on
the part of transaction parties, inadequate transaction governance
and fraud.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions. In addition, improvements in
reporting formats and data availability across deals and trustees
may provide better insight into certain performance metrics such as
the level of collateral modifications.
[*] S&P Takes Various Actions on 47 Classes From 32 US RMBS Deals
-----------------------------------------------------------------
S&P Global Ratings completed its review of 47 classes from 32 U.S.
RMBS transactions issued between 2003 and 2007. The review yielded
15 downgrades and 32 discontinuances.
A list of Affected Ratings can be viewed at:
https://tinyurl.com/2awxmfyr
The rating actions reflect our analysis of the transactions'
interest shortfalls and/or missed interest payments on the affected
classes. We lowered our ratings in accordance with our "S&P Global
Ratings Definitions," published June 9, 2023, which imposes a
maximum rating threshold on classes that have incurred missed
interest payments resulting from credit or liquidity erosion. In
applying our ratings definitions, we looked to see if the
applicable class received additional compensation beyond the
imputed interest due as direct economic compensation for the delay
in interest payments (e.g., interest on interest) and if the missed
interest payments will be repaid by the maturity date.
In instances where the class does receive additional compensation
for outstanding interest shortfalls, our analysis considers the
likelihood that the missed interest payments, including the
capitalized interest, would be reimbursed under our various rating
scenarios. In this review, 15 classes from 14 transactions were
affected.
S&P said, "In accordance with our surveillance and withdrawal
policies, we discontinued 32 ratings from 18 transactions that had
observed interest shortfalls or missed interest payments during
recent remittance periods. We had previously lowered our rating on
these classes to 'D (sf)' because of principal losses, accumulated
interest shortfalls, missed interest payment, and/or credit related
reductions in interest due to loan modification. We view an upgrade
to a rating higher than 'D (sf)' unlikely under the relevant
criteria within this review.
"We will continue to monitor our ratings on securities that
experience interest shortfalls and/or missed interest payments, and
we will further adjust our ratings as we consider appropriate."
*********
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