London, 19 November 2012 -- Moody's Investors Service has assigned the following provisional ratings to notes to be issued by FCT F.A.S.T. (the "Issuer"):
....EUR 850M Class A1 Notes, Assigned (P)Aaa (sf)
....up to EUR 300M Class A2-1 Notes, Assigned (P)Aaa (sf) (EUR 235M expected to be funded at closing).
Moody's has not assigned ratings to the Units U-1, Units U-2 and Subordinated Notes also expected to be issued in the transaction.
The A2-1 Notes are Variable Funding Notes, and as such, the Issuer may enter into further obligations up to the maximum amount of the Class A2-1 Notes as listed above until the payment date falling on the 14 December 2015, provided certain trigger tests, funding base calculations and eligibility criteria are met. The provisional ratings above have been assigned on the principal amounts outstanding of the VFN issued on the Class A2-1 from time to time (EUR 235M expected at closing).
RATINGS RATIONALE
The transaction is a cash securitisation of factoring receivables originated by Natixis Factor in France, which has retained the role of servicer in this transaction. The reference portfolio is revolving until 14 December 2015. This is the first public securitisation transaction sponsored by Natixis Factor.
The securitised portfolio consists of unsecured trade receivables purchased by Natixis Factor from France-based corporate clients (the "clients") under standard factoring contracts. Those trade receivables were initially extended by the clients to their French corporate clients (the "debtors") within their business relationships. As of 31 October 2012, the portfolio comprises approximately 4,181 clients and 63,545 debtors and has a size of EUR1,430.1m representing 244,293 receivables. The top first debtor account for 6.9% of the total portfolio amount, while the top five debtors represents 12.5%. Moreover, the portfolio is exposed to industrial sector concentration with 12.59% of the debtors belonging to the Automobile sector, 8.44% to the Retail sector and 7.99% to the Construction and Building industry. The debtor concentration level is computed given each debtor group rating with the excess concentration impacting the overcollateralization ratio while the top client group shall not account for more than 5% and the top five clients shall not account for more than 15%. The average payment terms of the factoring receivables is around 55 days. The eligibility criteria provide that entities incorporated outside of Metropolitan France are excluded from the debtor portfolio as well as the receivables which are delinquent by more than 90 days.
The structure envisions that the classes A1 and A2-1 notes are pro rata and pari passu. However, because of its variable funding structure of the class A2-1 Notes, it could receive earlier principal payment than the class A1 during the revolving period. The Class A1 and the Class A2-1 notes also benefit from liquidity in the form of an Interest and Fee Reserve which will be used to cover senior expenses and interest on the notes during the life of the transaction. The credit enhancement of the Class A1 and A2-1 notes is computed via the Senior Funding Base and the Overcollateralisation Rate through a dynamic mechanism. This dynamic mechanism looks at the history of retransfer, defaults and dilutions over the past 12 months as well as the Debtor Concentration, Industry Concentration and Clients Concentration. Various stress factors are applies to each parameters. The dynamic formula includes a floor set at 18% which were used by Moody's in many of its simulations. The total credit enhancement resulting from this formula is 21.6% as of 31 October 2012.
According to Moody's, the transaction benefits from credit strengths such as an Interest and Fees Reserve available to cover up to 4.5 months of fees and interests and credit enhancement that will adjust to the preceding year performances. Furthermore, a floor of credit enhancement, the debtors and clients concentration limits, the short average life of the receivables together with the performance triggers attached to the default rate, delinquency rate, dilution rate, retransfer rate and daily sales outstanding (DSO) of the portfolio are also mitigants given the revolving nature of the transaction. In addition, the debtors notification to pay directly in a specially dedicated account in the name of the Issuer at Natixis strongly mitigates the commingling risk.
The originator and servicer is not rated and the transaction does not have a back-up servicer appointed at closing. However Natixis Factor is a wholly-owned subsidiary of Natixis (A2/P-1). The transaction is exposed to the ability of the servicer to perform its various obligations related to servicing and to the cash manager ability to act in a timely fashion (a role associated with payment calculations and instructions handled by Natixis as cash manager and CACEIS as paying agent). The absence of back-up servicer at closing is mitigated in part by the back-up servicer facilitator appointment (being Eurotitrisation who acts as management company of the transaction under French law). The transaction documents also include early amortisation events that are triggered if Natixis Factor is no longer controlled by Natixis or if Natixis is downgraded below P-1.
In its quantitative assessment,, Moody's assessed the credit enhancement floor under various portfolio scenario to anticipate on the potential portfolio volatility over the up to 3 year revolving period and subsequent amortisation period.
The methodologies used in this rating were Moody's Approach to Rating CDOs of SMEs in Europe published in February 2007, Moody's Approach to Rating Trade Receivables Backed Transactions published in July 2002, and Moody's Approach to Rating Granular SME Transactions in Europe, Middle East and Africa published in June 2007. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.
The ratings address the expected loss posed to investors by the legal final maturity of the notes. In Moody's opinion, the structure allows for timely payment of interest and ultimate payment of principal on the Class A1 and A2-1 Notes. Moody's ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed, but may have a significant effect on yield to investors.
Moody's used its excel based Moody's CDOROM[TM] as part of its quantitative analysis of the transaction.
In rating factoring receivables, debtors default rate and assumed recovery rates are two key inputs to the analysis. Parameter sensitivities for this transaction have been tested in the following manner on the minimum credit enhancements levels: Moody's tested three scenarios derived from the debtors mean default: B2 rating equivalent (base case), B3 rating equivalent (base case - 1 notch), Caa1 rating equivalent (base case - 2 notches) and mean recovery rates assumption of 30%, 20% and 10%. The model output results for the combined Class A notes under these scenarios vary from Aaa to A3. Parameter Sensitivities provide a quantitative/model-indicated calculation of the number of notches that a Moody's-rated structured finance security may vary if certain input parameters used in the initial rating process differed. The analysis assumes that the deal has not aged. It is not intended to measure how the rating of the security might migrate over time, but rather, how the initial model output of the security might have differed if the two parameters within a given sector that have the greatest rating impact were varied.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
The rating has been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.
Information sources used to prepare the rating are the following: parties involved in the ratings, parties not involved in the ratings, and public information.
Moody's did not receive or take into account a third-party assessment on the due diligence performed regarding the underlying assets or financial instruments in this transaction.
Further information on the representations and warranties and enforcement mechanisms available to investors are available on http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF306880.
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Ian Perrin VP - Senior Credit Officer Structured Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Alex Cataldo Associate Managing Director Structured Finance Group Telephone:+39-02-9148-1100 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.
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