Press Release

DBRS Finalises Provisional Ratings to Tower Bridge Funding No. 3 PLC

RMBS
September 20, 2018

DBRS Ratings Limited (DBRS) finalised the following ratings previously assigned to the notes issued by Tower Bridge Funding No. 3 PLC (the Issuer):

-- Class A notes at AAA (sf)
-- Class B notes at AAA (sf)
-- Class C notes at A (high) (sf)
-- Class D notes at A (low) (sf)
-- Class E notes at BBB (sf)

The ratings assigned to the Class A and B notes address the timely payment of interest to the noteholders on every quarterly interest payment date and the ultimate repayment of principal by the legal final maturity date. The ratings on the Class C, D and E notes address the ultimate payment of interest and repayment of principal by the legal final maturity date. DBRS does not rate the Class Z1, X, Z2 notes and residual certificates.

Tower Bridge Funding No. 3 PLC is the third securitisation of residential mortgages by Belmont Green Finance Limited (BGFL; the seller and originator). BGFL is a specialist U.K. mortgage lender that offers a full suite of mortgage products including owner-occupied, buy-to-let (BTL), adverse credit history, interest-only loans and second-charge. BGFL began lending shortly after gaining approval from the Financial Conduct Authority in October 2016.

The mortgage portfolio comprises first-lien home loans newly originated by BGFL through its Vida Homeloan brand. BGFL is the named mortgage portfolio servicer but delegates day-to-day servicing to Homeloan Management Limited (HML). HML is also the back-up servicer and shall replace BGFL if a servicing termination event is triggered. This arrangement means there is, in effect, no back-up servicer in place. To maintain servicing continuity, CSC Capital Markets UK Limited will be appointed the back-up servicer facilitator.

As of 31 August 2018, the portfolio consisted of 1,883 loans with an average outstanding balance of GBP 199,086, aggregating to GBP 374,878,707. Approximately 72.5% of the loans by outstanding balance are BTL mortgages; as is common in the U.K. mortgage market, the loans are largely scheduled to pay interest only on a monthly basis, with principal repayment concentrated in the form of a bullet payment at the maturity date of the mortgage (73.0% of the loans in the pool are interest-only). A significant concentration of the BTL loans are granted to portfolio landlords: 57.4% of the loans are granted to landlords with at least one other BTL property, and 13.8% have at least eight other BTL properties.

The mortgages are high-yielding, with a weighted-average coupon of 4.0% and a weighted-average reversionary margin of 5.6% (over either the Vida Variable Rate (VVR) or LIBOR). Moreover, 9.1% of the mortgage portfolio has prior county court judgements (CCJs). This comprises 5.7% that are “satisfied” and 3.4% with multiple CCJs. The weighted-average current loan-to-value (CLTV) ratio of the portfolio is 69.0%, with no loan exceeding a 90.0% CLTV ratio per BGFL’s lending criteria.

During the first interest period, the Issuer may purchase additional loans that are funded by the over-issuance of notes at closing. The pre-funded loans will be subject to criteria tests to prevent a material deterioration in credit quality; at least 75% of these loans will be post-offer and pre-completion as of the middle of August 2018. DBRS analysed the eligible pre-funding loans that can be sold to the Issuer. Any funds that are not applied to purchase additional loans will flow through the pre-enforcement principal priority of payments.

The transaction is structured to initially provide 20.0% of credit enhancement to the Class A notes. This includes subordination of the Class B to Z1 notes (X and Z2 are not collateralised) as well as the non-amortising general reserve fund, which is equal to 2.5% of the Class A to Z1 notes at issuance.

The general reserve fund will be funded from the issuance of the Class Z2 notes and can be applied to cover shortfalls in senior fees, pay interest on Classes A to E and clear principal deficiency ledger (PDL) balances on the Class A to E sub-ledgers. Further liquidity support is provided by the liquidity reserve fund, which is not initially funded but will be funded from closing at a senior position in the pre-enforcement principal priority of payments to 1.5% of the Class A and B notes. The liquidity reserve fund can be applied to cover further shortfalls in senior fees as well as Class A and B interest, if a shortfall still exists after applying revenue collections and the general reserve fund. If drawn from the liquidity reserve, the fund is replenished from the pre-enforcement revenue priority of payments. The liquidity reserve fund is replenished to 1.5% of the outstanding Class A and B notes, with released amounts forming available principal funds.

Principal funds can be diverted to pay revenue liabilities, insofar as a shortfall in senior fees, Class A interest and interest due on the senior-most outstanding class of notes persist after applying revenue collections and exhausting both reserve funds.

If principal funds are diverted to pay revenue liabilities, the amount will subsequently be debited to the PDL. The PDL comprises six sub-ledgers that will track principal used to pay interest, as well as realised losses, in a reverse-sequential order that begins with the Class Z1 sub-ledger.

The fixed-rate assets and the floating-rate liabilities give rise to interest rate risk. This is mitigated by using a fixed-floating balance-guaranteed swap provided by NatWest Markets. There is basis risk in the transaction that arises once the loans complete the initial teaser period. The owner-occupied loans reset to pay a rate of interest linked to VVR. This basis risk is mitigated through a transaction floor on the VVR. The floor, which has been analysed by DBRS, is three-month LIBOR plus 1.9%.

On the interest payment date in December 2021, the coupon due on the notes will step up and the notes may be optionally called. The notes must be redeemed for an amount sufficient to fully repay them, at par, plus pay any accrued interest.

Monthly mortgage receipts are deposited into the collections account at Barclays Bank PLC (Barclays; rated “A” with a Stable trend by DBRS) and held in accordance with the collection account declaration of trust. The funds credited to the collection account are swept daily into the Issuer’s account for direct debit payments and within three business days for other payment formats. The collection account declaration of trust provides that interest in the collection account is in favour of the Issuer over the seller. Commingling risk is considered mitigated by the collection account declaration of trust and the regular sweep of funds. The collection account bank is subject to a DBRS investment-grade downgrade trigger. Elavon Financial Services DAC, UK is the Issuer’s account provider. The transaction documents include account bank rating triggers and downgrade provisions, which leads DBRS to conclude that both account banks satisfy DBRS’s “Legal Criteria for European Structured Finance Transactions” methodology.

In assessing the cash flows, DBRS has applied two default timing curves (front-ended and back-ended), prepayment curves (low, medium and high assumptions) and interest rate stresses per the DBRS “Interest Rate Stresses for European Structured Finance Transactions” methodology. DBRS applied an additional 0% constant prepayment rate stress. The cash flows were analysed using Intex DealMaker.

The legal structure and presence of legal opinions are deemed consistent with the DBRS “Legal Criteria for European Structured Finance Transactions” methodology.

Notes:
All figures are in British pounds sterling unless otherwise noted.

The principal methodologies applicable to the ratings are the “European RMBS Insight Methodology” and the “European RMBS Insight: U.K. Addendum”.

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

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 “Appendix C: The Impact of Sovereign Ratings on Other DBRS Credit Ratings” of the “Rating Sovereign Governments” methodology at: http://dbrs.com/research/319564/rating-sovereign-governments.pdf.

The sources of data and information used for these ratings include BGFL and Barclays.

DBRS did not rely upon third-party due diligence in order to conduct its analysis.

At the time of the initial rating, DBRS was 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 these ratings to be of satisfactory quality.

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

These ratings concerns newly issued financial instruments.

These are the first DBRS ratings on these financial instruments.

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 these ratings, DBRS considered the following stress scenarios, as compared to the parameters used to determine the rating (the “Base Case”).

DBRS expected a base case probability of default (PD) and loss given default (LGD) for the portfolio based on a review of the current assets. Adverse changes to asset performance may cause stresses to base case assumptions and, therefore, have a negative effect on credit ratings.

The Base Case PD and LGD of the current pool of receivables, respectively for each tranche are:
-- Class A and B at AAA (sf): 26.4% and 53.4%
-- Class C at A (high) (sf): 19.7% and 45.7%
-- Class D at A (low) (sf): 17.3% and 41.5%
-- Class E at BBB (sf): 14.4% and 36.8%

For example, if the LGD increases by 50%, the rating of the Class A would be expected to decrease to AA (high) (sf), ceteris paribus. If the PD increases by 50%, the rating of the Class A Notes would be expected to decrease to AA (high) (sf), ceteris paribus. Furthermore, if both the PD and LGD increase by 50%, the rating of the Class A Notes would be expected to decrease to A (high) (sf), ceteris paribus.

Class A risk sensitivity:
-- 25% increase in LGD, expected rating of AAA (sf)
-- 50% increase in LGD, expected rating of AA (high) (sf)
-- 25% increase in PD, expected rating of AAA (sf)
-- 25% increase in PD and 25% increase in LGD, expected rating of AA (high) (sf)
-- 25% increase in PD and 50% increase in LGD, expected rating of AA (low) (sf)
-- 50% increase in PD, expected rating of AA (high) (sf)
-- 50% increase in PD and 25% increase in LGD, expected rating of AA (low) (sf)
-- 50% increase in PD and 50% increase in LGD, expected rating of A (high) (sf)

Class B risk sensitivity:
-- 25% increase in LGD, expected rating of AA (sf)
-- 50% increase in LGD, expected rating of A (high) (sf)
-- 25% increase in PD, expected rating of AA (sf)
-- 25% increase in PD and 25% increase in LGD, expected rating of A (high) (sf)
-- 25% increase in PD and 50% increase in LGD, expected rating of A (sf)
-- 50% increase in PD, expected rating of A (high) (sf)
-- 50% increase in PD and 25% increase in LGD, expected rating of A (low) (sf)
-- 50% increase in PD and 50% increase in LGD, expected rating of BBB (high) (sf)

Class C risk sensitivity:
-- 25% increase in LGD, expected rating of A (sf)
-- 50% increase in LGD, expected rating of A (low) (sf)
-- 25% increase in PD, expected rating of A (sf)
-- 25% increase in PD and 25% increase in LGD, expected rating of BBB (high) (sf)
-- 25% increase in PD and 50% increase in LGD, expected rating of BBB (sf)
-- 50% increase in PD, expected rating of BBB (high) (sf)
-- 50% increase in PD and 25% increase in LGD, expected rating of BBB (sf)
-- 50% increase in PD and 50% increase in LGD, expected rating of BBB (low) (sf)

Class D risk sensitivity:
-- 25% increase in LGD, expected rating of BBB (high) (sf)
-- 50% increase in LGD, expected rating of BBB (sf)
-- 25% increase in PD, expected rating of BBB (high) (sf)
-- 25% increase in PD and 25% increase in LGD, expected rating of BBB (low) (sf)
-- 25% increase in PD and 50% increase in LGD, expected rating of BB (high) (sf)
-- 50% increase in PD, expected rating of BBB (low) (sf)
-- 50% increase in PD and 25% increase in LGD, expected rating of BB (high) (sf)
-- 50% increase in PD and 50% increase in LGD, expected rating of BB (high) (sf)

Class E risk sensitivity:
-- 25% increase in LGD, expected rating of BBB (low) (sf)
-- 50% increase in LGD, expected rating of BB (high) (sf)
-- 25% increase in PD, expected rating of BBB (low) (sf)
-- 25% increase in PD and 25% increase in LGD, expected rating of BB (high) (sf)
-- 25% increase in PD and 50% increase in LGD, expected rating of BB (high) (sf)
-- 50% increase in PD, expected rating of BB (high) (sf)
-- 50% increase in PD and 25% increase in LGD, expected rating of BB (high) (sf)
-- 50% increase in PD and 50% increase in LGD, expected rating of BB (sf)

For further information on DBRS 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 and US regulations only.

Lead Analyst: Kali Sirugudi, Vice President
Rating Committee Chair: Vito Natale, Senior Vice President

DBRS Ratings Limited
20 Fenchurch Street, 31st Floor, London EC3M 3BY United Kingdom
Registered in England and Wales: No. 7139960

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

-- Derivative Criteria for European Structured Finance Transactions
-- Legal Criteria for European Structured Finance Transactions
-- Operational Risk Assessment for European Structured Finance Servicers
-- Operational Risk Assessment for European Structured Finance Originators
-- Interest Rate Stresses for European Structured Finance Transactions
-- European RMBS Insight Methodology
-- European RMBS Insight: U.K. Addendum

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.

For more information on this credit or on this industry, visit www.dbrs.com or contact us at [email protected].

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