DBRS Morningstar Places Ratings on Class A Loans Issued by BTC Offshore Holdings Fund II-B LLC Under Review With Developing Implications

DBRS, Inc. (DBRS Morningstar) placed its AA (sf) ratings on the Class A-D Loans, the Class A-R Loans, and the Class A-T Loans (collectively, the Class A Loans) issued by BTC Offshore Holdings Fund II-B LLC Under Review with Developing Implications. The Class A Loans were issued pursuant to the Credit Agreement dated as of October 20, 2021, as amended by the Second Amendment to the Credit Agreement, dated as of June 5, 2023, among BTC Offshore Holdings Fund II-B LLC as the Borrower; the Lenders referred to therein; Natixis, New York Branch as the Administrative Agent; Sumitomo Mitsui Trust Bank (U.S.A.) Limited as Predecessor Collateral Agent; Citibank, N.A. (rated AA (low) with a Stable trend by DBRS Morningstar) as Successor Collateral Agent; and Alter Domus (US) LLC as the Collateral Administrator and Collateral Custodian.

The ratings on the Class A Loans address the timely payment of interest (excluding any Excess Interest Amounts, as defined in the Credit Agreement referred to above) and the ultimate payment of principal on or before the Stated Maturity (as defined in the Credit Agreement referred to above).

The Class A Loans issued by BTC Offshore Holdings Fund II-B LLC are collateralized primarily by a portfolio of U.S. middle-market corporate loans. Blue Torch Offshore Credit Opportunities Master Fund II LP (Blue Torch Capital) will manage BTC Offshore Holdings Fund II-B LLC. DBRS Morningstar considers Blue Torch Capital an acceptable collateralized loan obligation (CLO) manager.

CREDIT RATING RATIONALE
The rating actions on the Class A Loans are a result of the execution of the Second Amendment to the Credit Agreement (the Amendment), dated as of June 5, 2023, which amends the transaction’s Benchmark. DBRS Morningstar’s ratings on the Class A Loans are being placed Under Review with Developing Implications until its review of the transaction and the Amendment is complete. The Stated Maturity of the Class A Loans is October 20, 2029. The Reinvestment Period ends on October 20, 2023.

For more information regarding DBRS Morningstar’s additional adjustment for select industries related to the coronavirus, please see its May 18, 2020, commentary, “CLO Risk Exposure to the Coronavirus Disease (COVID-19)”: https://www.dbrsmorningstar.com/research/361112.

The transaction assumptions consider DBRS Morningstar’s baseline macroeconomic scenarios for rated sovereign economies, available in its commentary “Baseline Macroeconomic Scenarios for Rated Sovereigns: June 2023 Update,” published on June 30, 2023 (https://www.dbrsmorningstar.com/research/416703). These baseline macroeconomic scenarios replace DBRS Morningstar’s moderate and adverse pandemic scenarios, which were first published in April 2020.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS
There were no Environmental/Social/Governance factors that had a significant or relevant effect on the credit analysis.

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/416784 (July 4, 2023).

Notes:
All figures are in U.S. dollars unless otherwise noted.

The principal methodologies applicable to the ratings are Rating CLOs and CDOs of Large Corporate Credit (February 7, 2023; www.dbrsmorningstar.com/research/409498) and Cash Flow Assumptions for Corporate Credit Securitizations (February 7, 2023; www.dbrsmorningstar.com/research/409499).

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

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.

The credit rating was initiated at the request of the rated entity.

The rated entity or its related entities did participate in the credit rating process for this credit rating action.

DBRS Morningstar had access to the accounts, management and other relevant internal documents of the rated entity or its related entities in connection with this credit rating action.

This is a solicited credit rating.

This credit rating is endorsed by DBRS Ratings Limited for use in the United Kingdom, and by DBRS Ratings GmbH for use in the European Union, respectively. The following additional regulatory disclosures apply to endorsed credit ratings:

Each of the principal asset class methodologies employed in the analysis addressed one or more particular risks or aspects of the credit rating and were factored into the credit rating decision, Specifically, the “Rating CLOs and CDOs of Large Corporate Credit” (February 7, 2023) methodology provides a general overview of the entire rating process and details on asset analysis. The “Cash Flow Assumptions for Corporate Credit Securitizations” (February 7, 2023) methodology outlines the assumptions and analytical approach used in cash flow analysis.

The last credit rating action on this transaction took place on October 20, 2022, when DBRS Morningstar confirmed its ratings on the Class A Loans.

For further information on DBRS Morningstar historical default rates published by the European Securities and Markets Authority (ESMA) in a central repository, see: https://registers.esma.europa.eu/cerep-publication/. For further information on DBRS Morningstar historical default rates published by the Financial Conduct Authority (FCA) in a central repository, see https://data.fca.org.uk/#/ceres/craStats.

Lead Analyst: Joseph Priolo, Senior Vice President, U.S. Structured Credit
Rating Committee Chair: Glen Leppert, Senior Vice President, U.S. Structured Credit
Initial Rating Date: October 20, 2021

DBRS, Inc.
140 Broadway, 43rd Floor
New York, NY 10005 USA
Tel. +1 212 806-3277

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

-- Rating CLOs and CDOs of Large Corporate Credit and DBRS Morningstar CLO Asset Model Version 2.2.3.1 (February 7, 2023), www.dbrsmorningstar.com/research/409498

-- Cash Flow Assumptions for Corporate Credit Securitizations (February 7, 2023), www.dbrsmorningstar.com/research/409499

-- Legal Criteria for U.S. Structured Finance (December 7, 2022), https://www.dbrsmorningstar.com/research/407008

-- Operational Risk Assessment for Collateralized Loan Obligation (CLO) and Collateralized Debt Obligation (CDO) Managers of Large Corporate Credits (September 23, 2022), https://www.dbrsmorningstar.com/research/403042

-- Interest Rate Stresses for U.S. Structured Finance Transactions (June 9, 2023), www.dbrsmorningstar.com/research/415687

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