Press Release

DBRS Morningstar Confirms Rating of Diana SPV S.r.l.; Changes Trend to Stable from Negative

Nonperforming Loans

May 13, 2022

DBRS Ratings GmbH (DBRS Morningstar) confirmed its BBB (sf) rating of the Class A notes issued by Diana SPV S.r.l. (the Issuer) and changed the trend on the rating to Stable from Negative.

The transaction represents the issuance of Class A, Class B, and Class J notes (collectively, the Notes). The rating of the Class A notes addresses the timely payment of interest and the ultimate payment of principal. DBRS Morningstar does not rate the Class B or the Class J notes.

As of the 1 April 2019 economic effective date, the Notes were backed by a EUR 999.7 million portfolio consisting of secured and unsecured Italian nonperforming loans (NPLs) originated by Banca Popolare di Sondrio S.p.A.

The receivables are serviced by Prelios Credit Servicing S.p.A. (the Servicer) while Banca Finanziaria Internazionale S.p.A (formerly, Securitisation Services S.p.A.) was appointed as the backup servicer.

RATING RATIONALE
The confirmation follows a review of the transaction and is based on the following analytical considerations:
-- Transaction performance: assessment of portfolio recoveries as of 30 November 2021, focusing on: (1) a comparison between actual collections and the Servicer’s initial business plan forecast; (2) the collection performance observed over recent months, including the period following the outbreak of the Coronavirus Disease (COVID-19); and (3) a comparison between the current performance and DBRS Morningstar’s expectations.
-- The Servicer’s updated business plan as of November 2021, which was received in April 2022, and the comparison with the initial collection expectations.
-- Portfolio characteristics: loan pool composition as of February 2022 and the evolution of its core features since issuance.
-- Transaction liquidating structure: the order of priority entails a fully sequential amortisation of the Notes (i.e., the Class B notes will begin to amortise following the full repayment of the Class A notes and the Class J notes will amortise following the repayment of the Class B notes). Additionally, interest payments on the Class B notes become subordinated to principal payments on the Class A notes if the cumulative net collection ratio or the net present value cumulative profitability ratio are lower than 90%. These triggers were not breached on the December 2021 interest payment date, with the actuals being 173.5% and 104.5%, respectively, according to the Servicer.
-- Liquidity support: the transaction benefits from an amortising cash reserve providing liquidity to the structure covering potential interest shortfall on the Class A notes and senior fees. The cash reserve target amount is equal to 4.5% of the Class A notes principal outstanding balance and is currently fully funded.

TRANSACTION AND PERFORMANCE
According to the latest investor report from December 2021, the outstanding principal amounts of the Class A, Class B, and Class J notes were EUR 134.5 million, EUR 35.0 million, and EUR 3.6 million, respectively. As of the December 2021 payment date, the balance of the Class A notes has amortised by approximately 42.8% since issuance and the current aggregated transaction balance is EUR 173.1 million.

As of November 2021, the transaction was performing above the Servicer’s business plan expectations. The actual cumulative gross collections equalled EUR 116.9 million whereas the Servicer’s initial business plan estimated cumulative gross collections of EUR 73.9 million for the same period. Therefore, as of November 2021, the transaction was overperforming by EUR 43.0 million (58.1%) compared with the initial business plan expectations.

At issuance, DBRS Morningstar estimated cumulative gross collections for the same period of EUR 64.5 million at the BBB (sf) stressed scenario. Therefore, as of November 2021, the transaction is performing above DBRS Morningstar’s initial stressed expectations.

Pursuant to the requirements set out in the receivable servicing agreement, in April 2022, the Servicer provided DBRS Morningstar with revised semiannual business plan as of November 2021 semiannual collection date.

The updated portfolio business plan, combined with the actual cumulative gross collections of EUR 116.9 million as of November 2021, results in a total of EUR 384.1 million, which is 3.2% lower than the total gross disposition proceeds of EUR 396.7 million estimated in the initial business plan. Excluding actual collections as of November 2021, the Servicer’s expected future collections from December 2021 account for EUR 267.2 million. The updated DBRS Morningstar BBB (sf) rating stress assumes a haircut of 20.4% to the Servicer’s updated business plan, considering future expected collections from December 2021.

The final maturity date of the transaction is in December 2038.

DBRS Morningstar analysed the transaction structure using Intex DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation measures had caused an economic contraction, leading in some cases to increases in unemployment rates and income reductions for many borrowers. For this transaction, DBRS Morningstar incorporated its expectation of a moderate medium-term decline in commercial real estate prices for certain property types.

The DBRS Morningstar Sovereign group releases baseline macroeconomic scenarios for rated sovereigns. These scenarios were last updated on 24 March 2022. DBRS Morningstar analysis considered impacts consistent with the baseline scenario in the below referenced report. For details, see the following commentaries: https://www.dbrsmorningstar.com/research/394150/baseline-macroeconomic-scenarios-for-rated-sovereigns-march-2022-update and https://www.dbrsmorningstar.com/research/384482/baseline-macroeconomic-scenarios-application-to-credit-ratings.

For more information on DBRS Morningstar considerations for European NPL transactions and Coronavirus Disease (COVID-19), please see the following commentaries: https://www.dbrsmorningstar.com/research/384146 and https://www.dbrsmorningstar.com/research/360393.

ESG CONSIDERATIONS
A description of how DBRS Morningstar considers ESG factors within the DBRS Morningstar analytical framework can be found in the DBRS Morningstar Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings at: https://www.dbrsmorningstar.com/research/373262.

Notes:
All figures are in euros unless otherwise noted.

The principal methodology applicable to the rating is: “Master European Structured Finance Surveillance Methodology” (8 February 2022).

Other methodologies referenced in this transaction are listed at the end of this press release. These may be found at: https://www.dbrsmorningstar.com/about/methodologies.

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

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

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 Morningstar Credit Ratings” of the “Global Methodology for Rating Sovereign Governments” at: https://www.dbrsmorningstar.com/research/381451/global-methodology-for-rating-sovereign-governments.

The DBRS Morningstar Sovereign group releases baseline macroeconomic scenarios for rated sovereigns. DBRS Morningstar analysis considered impacts consistent with the baseline scenarios as set forth in the following report: https://www.dbrsmorningstar.com/research/384482/baseline-macroeconomic-scenarios-application-to-credit-ratings.

The sources of data and information used for this rating include the Issuer, Prelios Credit Servicing S.p.A., and Banca Finanziaria Internazionale S.p.A, which comprise, in addition to the information received at issuance, the investor report as of December 2021; the semiannual servicer report as of November 2021; the quarterly servicer report as of February 2022; the quarterly loan by loan reports as of November 2021 and February 2022; and the updated business plan received in April 2022.

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

At the time of the initial rating, DBRS Morningstar was supplied with third-party assessments. However, this did not impact the rating analysis.

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

DBRS Morningstar 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 14 May 2021, when DBRS Morningstar confirmed its BBB (sf) rating of the Class A notes and maintained the Negative trend.

The lead analyst responsibilities for this transaction have been transferred to Clarice Baiocchi.

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

To assess the impact of changing the transaction parameters on the rating, DBRS Morningstar considered the following stress scenarios, as compared to the parameters used to confirm the rating (the base case):

-- DBRS Morningstar concludes that a hypothetical decrease of the Recovery Rate by 5%, ceteris paribus, would lead to a downgrade of the Class A notes to BB (high) (sf)
-- DBRS Morningstar concludes that a hypothetical decrease of the Recovery Rate by 10%, ceteris paribus, would lead to a downgrade of the Class A notes to CCC (sf)

For further information on DBRS Morningstar historical default rates published by the European Securities and Markets Authority (ESMA) in a central repository, see: https://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml. DBRS Morningstar understands further information on DBRS Morningstar historical default rates may be published by the Financial Conduct Authority (FCA) on its webpage: https://www.fca.org.uk/firms/credit-rating-agencies.

This rating is endorsed by DBRS Ratings Limited for use in the United Kingdom.

Lead Analyst: Clarice Baiocchi, Assistant Vice President
Rating Committee Chair: Christian Aufsatz, Managing Director
Initial Rating Date: 17 June 2020

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

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

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

ALL MORNINGSTAR DBRS RATINGS ARE SUBJECT TO DISCLAIMERS AND CERTAIN LIMITATIONS. PLEASE READ THESE DISCLAIMERS AND LIMITATIONS AND ADDITIONAL INFORMATION REGARDING MORNINGSTAR DBRS RATINGS, INCLUDING DEFINITIONS, POLICIES, RATING SCALES AND METHODOLOGIES.

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