Morningstar DBRS Confirms Credit Rating on Class A Notes Issued by Diana SPV S.r.l., Changes Trend to Positive from Stable

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

The transaction represents the issuance of Class A, Class B, and Class J notes (collectively, the Notes). The credit rating on the Class A notes addresses the timely payment of interest and the ultimate payment of principal on or before its final maturity date in December 2038. Morningstar DBRS does not rate the Class B or 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.

Prelios Credit Servicing S.p.A. (the Servicer) services the receivables while Banca Finanziaria Internazionale S.p.A (Banca Finint) acts as the backup servicer.

CREDIT RATING RATIONALE
The credit rating confirmation follows a review of the transaction and is based on the following analytical considerations:
-- Transaction performance: An assessment of portfolio recoveries as of November 2023, focusing on (1) a comparison between actual collections and the Servicer's initial business plan forecast, (2) the collection performance observed over recent months, and (3) a comparison between the current performance and Morningstar DBRS' expectations.
-- Updated business plan: The Servicer's updated business plan as of November 2023, received in March 2024, and the comparison with the initial collection expectations.
-- Portfolio characteristics: Loan pool composition as of February 2024 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 either the cumulative net collection ratio or the net present value cumulative profitability ratio is lower than 90%. These triggers were not breached on the December 2023 interest payment date, with actual figures at 152.2% and 117.5%, respectively, according to the Servicer.
-- Liquidity support: The transaction benefits from an amortising cash reserve providing liquidity to the structure covering potential interest shortfalls 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 and is currently fully funded.
-- The exposure to the transaction account bank and the downgrade provisions outlined in the transaction documents.

TRANSACTION AND PERFORMANCE
According to the latest investor report from December 2023, the outstanding principal amounts of the Class A, Class B, and Class J notes were EUR 70.7 million, EUR 35.0 million, and EUR 3.6 million, respectively. As of the December 2023 payment date, the balance of the Class A Notes had amortised by 69.9% since issuance and the current aggregated transaction balance was EUR 109.4 million.

As of November 2023, the transaction was performing above the Servicer's business plan initial expectations. The actual cumulative gross collections equaled EUR 202.9 million whereas the Servicer's initial business plan estimated cumulative gross collections of EUR 142.9 million for the same period. Therefore, as of November 2023, the transaction was overperforming by EUR 60.0 million (42.0%) compared with the initial business plan expectations.

At issuance, Morningstar DBRS estimated cumulative gross collections for the same period of EUR 106.7 million at the BBB (sf) stressed scenario. Therefore, as of November 2023, the transaction was performing above Morningstar DBRS' initial stressed expectations.

Pursuant to the requirements set out in the receivable servicing agreement, in March 2024, the Servicer delivered an updated portfolio business plan as of November 2023. The updated portfolio business plan, combined with the actual cumulative gross collections of EUR 202.9 million as of November 2023, results in a total of EUR 368.0 million, which is 7.2% lower than the total gross collections of EUR 396.7 million estimated in the initial business plan. Considering the positive profitability reported to date, the Servicer revised future expected collections downward considerably.

Excluding actual collections, the Servicer's expected future collections from December 2023 account for EUR 165.1 million. The updated Morningstar DBRS BBB (high) (sf) credit rating stress assumes a haircut of 30.3% to the Servicer's updated business plan, considering future expected collections.

Considering the outperformance registered since issuance and the increased subordination, the rated bonds may now pass higher credit rating stresses in the cash flow analysis. However, Morningstar DBRS does not deem the positive performance to be sustainable yet, as also evidenced by the Servicer's downward revision of future collection expectations. In addition, there is some exposure to the transaction account bank, considering the downgrade provisions outlined in the transaction documents.

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

Morningstar DBRS' credit rating on the Class A notes addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents.

Morningstar DBRS' credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations.

Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued.

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

A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings at https://dbrs.morningstar.com/research/427030.

Morningstar DBRS analysed the transaction structure in Intex Dealmaker.

Notes:
All figures are in euros unless otherwise noted.

The principal methodology applicable to the credit rating is Master European Structured Finance Surveillance Methodology (7 March 2024), https://dbrs.morningstar.com/research/429051.

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

Morningstar 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 legal documents was not conducted as the legal documents have remained unchanged since the most recent credit rating action.

For a more detailed discussion of the sovereign risk impact on Structured Finance credit 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://dbrs.morningstar.com/research/421590.

The sources of data and information used for this credit rating include the Issuer, the Servicer, and Banca Finint, which comprise, in addition to the information received at issuance, the updated business plan as of November 2023, the investor report as of December 2023, the semiannual servicer report as of November 2023, the quarterly servicer report as of February 2024, and quarterly loan-by-loan reports as of November 2023 and February 2024.

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

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

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

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

The last credit rating action on this transaction took place on 12 May 2023, when Morningstar DBRS upgraded its credit rating on the Class A notes to BBB (high) (sf) from BBB (sf) with Stable trend.

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

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

Recovery rates used: Cumulative base-case recovery amount of approximately EUR 115.1 million at the BBB (high) (sf) stress level, a 5% and 10% decrease in the base-case recovery rate.

-- Morningstar DBRS concludes that a hypothetical decrease of the recovery rate by 5%, ceteris paribus, would lead to a confirmation of the Class A notes at BBB (high) (sf).
-- Morningstar DBRS concludes that a hypothetical decrease of the recovery rate by 10%, ceteris paribus, would lead to a downgrade of the Class A notes to BB (high) (sf).

The conditions that lead to the assignment of a Negative or Positive trend are generally resolved within a 12-month period. Morningstar DBRS' outlooks and credit ratings are monitored.

For further information on Morningstar DBRS 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 Morningstar DBRS historical default rates published by the Financial Conduct Authority (FCA) in a central repository, see https://data.fca.org.uk/#/ceres/craStats.

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

Lead Analyst: William Taliento, Senior Analyst
Credit Rating Committee Chair: Christian Aufsatz, Managing Director
Initial Credit Rating Date: 17 June 2020

DBRS Ratings GmbH
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Tel. +49 (69) 8088 3500
Geschäftsführer: Detlef Scholz
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The credit rating methodologies used in the analysis of this transaction can be found at: https://dbrs.morningstar.com/about/methodologies.

-- Rating European Nonperforming Loans Securitisations (5 June 2023), https://dbrs.morningstar.com/research/415383
-- Legal Criteria for European Structured Finance Transactions (30 June 2023), https://dbrs.morningstar.com/research/416730
-- Master European Structured Finance Surveillance Methodology (7 March 2024), https://dbrs.morningstar.com/research/429051
-- European RMBS Insight Methodology (25 March 2024), https://dbrs.morningstar.com/research/430103
-- European RMBS Insight: Italian Addendum (2 October 2023), https://dbrs.morningstar.com/research/421317
-- European CMBS Rating and Surveillance Methodology (17 January 2024), https://dbrs.morningstar.com/research/426818
-- Operational Risk Assessment for European Structured Finance Servicers (15 September 2023), https://dbrs.morningstar.com/research/420572
-- Rating European Consumer and Commercial Asset-Backed Securitisations (8 January 2024), https://dbrs.morningstar.com/research/426219
-- Derivative Criteria for European Structured Finance Transactions (18 September 2023), https://dbrs.morningstar.com/research/420754
-- Interest Rate Stresses for European Structured Finance Transactions (15 September 2023), https://dbrs.morningstar.com/research/420602
-- Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings (23 January 2024), https://dbrs.morningstar.com/research/427030

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

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