ֳ

Rating Action Commentary

ֳ Downgrades PREPS Series Transactions; Removes All From RWN

Fri 06 Mar, 2009 - 7:07 AM ET

ֳ-Frankfurt/London-06 March 2009: ֳ has today downgraded the PREPS series of German mezzanine CLO transactions (PREPS 2004-2, PREPS 2005-1, PREPS 2005-2, PREPS 2006-1, PREPS 2007-1), removed the notes from Rating Watch Negative (RWN) and assigned rating Outlooks. A full list of rating actions follows at the end of this announcement.

The notes were initially placed on RWN on 31 July 2008 to reflect the potential for downgrades as a result of ֳ's new Global Rating Criteria for Corporate CDOs (published on 30 April 2008). Whilst today's rating actions are the result of the updated rating criteria, they are mainly driven by continued negative performance of the underlying portfolio companies and the high obligor concentration in the pools.

The number of performing portfolio companies has decreased in all transactions as a result of early terminations, insolvencies and payment defaults. The top obligor concentration in these transactions ranges between 3.3% and 4.2%. The top 5 obligors account for 16.3% to 20.8%. In particular, ֳ notes that the PREPS 2005-2 and PREPS 2006-1 class B notes' ability to withstand default events of these largest obligors has decreased to two and three top obligors, respectively.

In addition, the portfolios have experienced negative rating migration. The credit quality for the majority of the portfolio companies is determined by a mapping approach, with ֳ's Issuer Default Rating (IDR) scale being mapped to the internal rating scales from HVB, Credit Suisse, and ING Bank. Having tracked the performance of 11 ֳ-rated German Mezzanine CLOs (including the PREPS transactions), which were initially assessed by means of mapping, ֳ notes that the average credit quality of the borrowers in these transactions lies one notch below ֳ's initial credit assessment. In resolving the RWN status of the PREPS series, ֳ assumed the same average portfolio migration (one notch lower) and combined this assumption with the available portfolio information.

The securitised debt instruments in the transactions are deeply subordinated. As a result, ֳ assumes no recovery in its analysis. In addition to default simulations using its Portfolio Credit Model (PCM), ֳ has performed cash-flow analysis to stress possible interest rate and default timing patterns. The transaction benefits from high levels of excess spread and a principal deficiency mechanism for excess spread trapping. Currently, all PREPS transactions, apart from PREPS 2005-1, show debits in the principal deficiency ledgers (PDL) that have not yet been reduced to zero by the application of excess spread. For PREPS 2005-2, the PDL amount of EUR 32.8m cannot be reduced to zero by scheduled maturity even if no further defaults occur. For PREPS 2006-1, the PDL amount of EUR 21.9m can only be reduced to zero and repaid to the class A noteholders within the next 7 payment dates.

Based on ֳ's analysis, the credit enhancement derived from both subordination and excess spread is not sufficient to justify the previous ratings of the notes.

PREPS 2004-2 limited partnership:
- EUR342,646,072 Class A1 notes (ISIN: XS0205676272): downgraded to 'BBB' from 'AAA', removed from RWN, assigned a Stable Outlook,
- EUR65,390,472 Class A2 notes (ISIN: XS0205676942): downgraded to 'BBB' from 'AAA', removed from RWN, assigned a Stable Outlook,
- EUR46,000,000 Class B1 notes (ISIN: XS0205677320): downgraded to 'B' from 'BBB+', removed from RWN, assigned a Stable Outlook,
- EUR40,000,000 Class B2 notes (ISIN: XS0205677676): downgraded to 'B' from 'BBB+', removed from RWN, assigned a Stable Outlook,

PREPS 2005-1 limited partnership:
- EUR150,797,765 Class A1 notes (ISIN: XS0225228765): downgraded to 'BB+' from 'AAA', removed from RWN, assigned a Stable Outlook,
- EUR51,702,091 Class A2 notes (ISIN: XS0225229144): downgraded to 'BB+' from 'AAA', removed from RWN, assigned a Stable Outlook,
- EUR47,000,000 Class B notes (ISIN: XS0225229813): downgraded to 'B-(minus)' from 'A', removed from RWN, assigned a Stable Outlook,

PREPS 2005-2 plc:
- EUR200,444,222.99 Class A1 notes (ISIN: XS0236849005): downgraded to 'BB' from 'AA', removed from RWN, assigned a Stable Outlook,
- EUR48,956,423.13 Class A2 notes (ISIN: XS0236849427): downgraded to 'BB' from 'AA', removed from RWN, assigned a Stable Outlook,
- EUR41,500,000 Class B1 notes (ISIN: XS0236849930): downgraded to 'CCC' from 'B', removed from RWN,
- EUR12,500,000 Class B2 notes (ISIN: XS0236850862): downgraded to 'CCC' from 'B', removed from RWN,

PREPS 2006-1 plc:
- EUR223,335,734 Class A1 notes (ISIN: XS0261122732): downgraded to 'BB-(minus)' from 'AAA', removed from RWN, assigned a Stable Outlook,
- EUR844,192 Class A2 notes (ISIN: XS0261125081): downgraded to 'BB-(minus)' from 'AAA', removed from RWN, assigned a Stable Outlook,
- EUR40,000,000 Class B1 notes (ISIN: XS0261125677): downgraded to 'CCC' from 'BBB', removed from RWN,
- EUR9,000,000 Class B2 notes (ISIN: XS0261127376): downgraded to 'CCC' from 'BBB', removed from RWN,

PREPS 2007-1 plc:
- EUR174,250,000 Class A1 notes (ISIN: XS0289620709): downgraded to 'BB-(minus)' from 'AAA' removed from RWN, assigned a Stable Outlook,
- EUR35,000,000 Class B1 notes (ISIN: XS0289620881): downgraded to 'B-(minus)' from 'A' removed from RWN, assigned a Stable Outlook.

Contacts: Dr. Stephan Jortzik, Frankfurt, +49 (0) 69 76 80 76 170; Susanne Matern, CFA, Frankfurt, Tel: +49 (0) 69 76 80 76 237.

Media Relations: Julian Dennison, London, Tel: +44 020 7682 7480, Email: julian.dennison@fitchratings.com.

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