DBRS Confirms Rating on Series 95 Notes of Palladium Securities 1 S.A. Acting in Relation to Compartment 95-2012-22 at BBB (sf)

DBRS Ratings Limited (DBRS) has today confirmed the BBB (sf) rating on the EUR 22 million Series 95 Fixed- to Floating-Rate Notes due September 2022 (the Notes) issued by Palladium Securities 1 S.A. Acting in Relation to Compartment 95-2012-22 (the Issuer).

The Issuer is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. The transaction is a cash flow securitisation collateralised by a corporate bond issued by Enel Finance International N.V. (the Collateral), which is guaranteed by Enel S.p.A. (the Collateral Guarantor). The noteholders and other transaction counterparties have recourse only to the assets in Compartment 95-2012-22 in accordance with Luxembourg law.

The transaction is a credit-linked note in which the Issuer uses an asset swap to transform the payout profile of a debt security. The noteholders are effectively exposed to the risk that either the Collateral or the counterparties will default. The transaction documents do not contain any downgrade provisions with respect to Deutsche Bank AG, London Branch (acting as the Hedging Counterparty). As such, DBRS regards the rating of the Notes to be linked to those of the Collateral and Hedging Counterparty.

DBRS maintains an internal assessment on the Collateral Guarantor to evaluate the credit risk of the Collateral and monitor its credit risk on an ongoing basis. DBRS does not rate the Collateral or the Collateral Guarantor. The internal assessment of the Collateral Guarantor is an opinion regarding its creditworthiness based primarily upon public ratings. Internal assessments are not ratings and are not published.

The current rating action is the result of an annual surveillance review of the transaction.

Under the Asset Swap that the Issuer has entered into with Deutsche Bank AG, London Branch, the terms are as follows:

-- The Hedging Counterparty sells the par amount of EUR 22.0 million of the Collateral to the Issuer and receives payment on 26 March 2013 (the Trade Date).
-- The Issuer passes the interest payments received from the Collateral to the Hedging Counterparty as and when they occur.
-- The Hedging Counterparty makes the interest payments as specified in the Asset Swap Agreement to the Issuer. The Interest Payment Dates are the 14th day of September, beginning in 2013 and ending in 2022.
-- The Hedging Counterparty pays a Fixed Rate of 3.80% per annum in arrears, starting from 14 September 2013 up to and including the Interest Payment Date in 2017.
-- The Hedging Counterparty pays the Floating Rate, which is the ten-year EUR CMS rate set two days before the Interest Payment Dates, also paid in arrears. There is no additional margin, but the Floating Rate is subject to a minimum of 2.00% per annum and a ceiling of 7.00% per annum. The first Floating Rate payment will be made on the Interest Payment Date in 2018 and will end on that date in 2022.
-- At the scheduled maturity, the Hedging Counterparty will receive the Collateral from the Issuer and pay EUR 22 million.

The significant counterparties to the Issuer are various subsidiaries and affiliates of Deutsche Bank AG (Long Term Critical Obligations Rating of A (high) with a Negative trend by DBRS) as listed below. DBRS maintains private ratings on these counterparties, which are not published.

-- Deutsche Bank AG, London Branch acts as the Hedging Counterparty, Initial Purchaser of the Notes, Calculation Agent, Paying Agent, Selling Agent and Arranger and pays the fees and expenses of the Issuer.
-- Deutsche Bank Luxembourg S.A., a wholly owned subsidiary of Deutsche Bank AG, acts as Custodian, Luxembourg Paying Agent and Servicer.
-- Deutsche Trustee Company Limited acts as Trustee.

In addition to the credit profiles of the Collateral and the Hedging Counterparty, the rating of the Notes is based on DBRS’s review of the following items:

-- The transaction structure.
-- The transaction documents, including, but not limited to, the Base Prospectus, the General Trust Terms Module, the Security Module, the ISDA Master Agreement Module, the Custodian Agreement, the Sale and Disbursement Agreement, the Articles of Incorporation, the Final Terms, the Series Instrument and the Asset Swap Agreement letter.
-- The legal opinions addressing, but not limited to, the true sale of the Collateral, bankruptcy remoteness of the Issuer, asset segregation of the Compartment, enforceability of the contracts and agreements and fact that no tax will be withheld at the Issuer level.

DBRS did not address the following:

-- The pricing of the Asset Swap — that is, whether there will be sufficient cash flows from the Collateral to fully compensate the Hedging Counterparty for its obligations. As the Hedging Counterparty is contractually obliged to make the payments as specified under the Asset Swap Agreement, the risk that it defaults is addressed by the DBRS private rating.
-- Cash flow modelling to assess the returns due to the noteholders, as the returns are reliant on the swap counterparty.

The transaction can terminate early on the occurrence of an Event of Default, mandatory cancellation or cancellation for taxation and other reasons.

Events of Default include, but are not limited to, the following:

-- Failure to pay any amount due on the Notes beyond the grace period.
-- The Issuer’s failure to perform its obligations under the Series Instrument.
-- An order by any competent court ordering the dissolution of the Issuer for whatever reason that includes, but is not limited to, bankruptcy, fraudulent conveyance or a merger.

Mandatory cancellation includes the following:

-- The Collateral becomes repayable other than by the discretion of the relevant Collateral Obligor in accordance with the terms of the Collateral.
-- The Collateral becomes, for whatever reason, capable of being declared due and payable prior to its stated maturity.
-- The Collateral defaults.

Similarly, cancellation for taxation, etc., includes the following:
-- The Issuer becomes required to withhold tax on the next payment date.
-- Termination of the Hedging Agreement.

Under the Series Instrument, the amount payable to the noteholders is determined as the market value of the Collateral minus the Early Termination Unwind Costs.

The Early Termination Unwind Costs are determined as the sum of

(1) The amount of (a) all costs, taxes, fees, expenses (including loss of funding), etc., incurred by the Hedging Counterparty (positive amount) or (b) the gain realised by the Hedging Counterparty (negative amount) as a result of the cancellation of the Asset Swap and
(2) Legal and other costs incurred by the Issuer, Trustee, Custodian and Hedging Counterparty.

It should be noted that the DBRS rating assigned to this security does not address changes in law or changes in the interpretation of existing laws. Such changes in law or their interpretation could result in the early termination of the transaction, and the noteholders could be subjected to a loss on the Notes.

Notes:
All figures are in euros unless otherwise noted.

The principal methodology applicable to the rating is: “Rating CLOs and CDOs of Large Corporate Credit.”

DBRS has applied the principal methodology consistently and conducted a review of the transaction in accordance with the principal methodology.

A review of the transaction’s legal documents was not conducted as the documents have remained unchanged since the most recent rating action.

Other methodologies referenced in this transaction are listed at the end of this press release.

These may be found on www.dbrs.com at: http://www.dbrs.com/about/methodologies.

For a more detailed discussion of the sovereign risk impact on Structured Finance ratings, please refer to DBRS commentary “The Effect of Sovereign Risk on Securitisations in the Euro Area” on:
http://www.dbrs.com/industries/bucket/id/10036/name/commentaries/.

The sources of data and information used for this rating include Palladium Securities 1 S.A. and other public sources.

DBRS did not rely upon third-party due diligence in order to conduct its analysis. DBRS was not supplied with third-party assessments. However, this did not impact the rating analysis.

DBRS considers the data and information available to it for the purposes of providing this rating to be of satisfactory quality.

DBRS does not audit or independently verify the data or information it receives in connection with the rating process.

The last rating action on this transaction took place on 1 June 2016, when DBRS confirmed the rating of the Notes at BBB (sf).

Information regarding DBRS ratings, including definitions, policies and methodologies is available on www.dbrs.com.

To assess the impact of changing the transaction parameters on the rating, DBRS considered the following stress scenarios, as compared to the parameters used to determine the rating (the Base Case):

-- A one-notch downgrade to the Collateral rating.
-- A one-notch downgrade to the Hedging Counterparty rating.

DBRS concludes that a hypothetical downgrade to the Collateral rating by one notch, ceteris paribus, would lead to a downgrade of the transaction to BBB (low) (sf). A hypothetical one-notch downgrade to the Hedging Counterparty rating, ceteris paribus, would not impact the current rating. A scenario combining both the downgrade of the Collateral rating and the Hedging Counterparty rating would lead to a downgrade of the Series 95 Instruments to BBB (low) (sf).

For further information on DBRS’s historical default rates published by the European Securities and Markets Authority (“ESMA”) in a central repository, see:
http://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml.

Ratings assigned by DBRS Ratings Limited are subject to EU regulations only.

Lead Surveillance Analyst: Alfonso Candelas, Vice President
Rating Committee Chair: Jerry van Koolbergen, Managing Director
Initial Rating Date: 26 March 2013

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The rating methodologies and criteria used in the analysis of this transaction can be found at: http://www.dbrs.com/about/methodologies.

-- Legal Criteria for European Structured Finance Transactions
-- Derivative Criteria for European Structured Finance Transactions
-- Rating CLOs and CDOs of Large Corporate Credit

A description of how DBRS analyses structured finance transactions and how the methodologies are collectively applied can be found at: http://www.dbrs.com/research/278375.