OREANDA-NEWS. Fitch Ratings expects to assign the following ratings and Rating Outlooks to Monroe Capital MML CLO 2016-1, Ltd./LLC:

--$20,250,000 class D-1 notes, 'BBB-sf', Outlook Stable;

--$3,000,000 class D-2 notes, 'BBB-sf', Outlook Stable.

Fitch also affirms the existing expected ratings and Rating Outlooks on the class A-1, A-2, B and C notes, which were initially assigned on July 1, 2016, as there have been no material changes to the transaction since that time. The affirmations are as follows:

--$158,000,000 class A-1 notes at 'AAAsf'; Outlook Stable;

--$10,000,000 class A-2 notes at 'AAAsf'; Outlook Stable;

--$30,750,000 class B notes at 'AAsf'; Outlook Stable;

--$18,000,000 class C notes at 'Asf'; Outlook Stable.

Fitch does not expect to rate the class E notes or the subordinated notes.

TRANSACTION SUMMARY

Monroe Capital MML CLO 2016-1, Ltd. and Monroe Capital MML CLO 2016-1, LLC comprise a middle-market (MM) collateralized loan obligation (CLO) that will be managed by Monroe Capital Management LLC (Monroe Capital). Net proceeds from the issuance will be used to purchase a portfolio of approximately $300 million of primarily MM loans. The CLO will have an approximately four-year reinvestment period and two-year noncall period.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) available to the notes, in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in the respective rating stress scenarios. The degree of CE available to each class of notes is in line with the average CE of notes at the same rating level in Fitch-rated MM CLO issuances over the last year.

'B/B-' Asset Quality: Fitch expects the credit quality of the underlying obligors to primarily fall in the 'B/B-' range. Fitch's base case analysis centered on a portfolio with a Fitch weighted average rating factor (WARF) of 42, in accordance with the initial expected matrix point. The analysis indicated each class of Fitch-rated notes is projected to be sufficiently robust against projected default rates in line with its applicable rating stress.

Strong Recovery Expectations: The transaction requires a minimum of 95% of the portfolio to consist of first-lien senior secured loans, cash, and eligible investments while portfolio management is governed in part by a Fitch weighted average recovery rate (WARR) test. In Fitch's base case analysis, we adjusted the WARR of the portfolio to reach the base case minimum trigger of 76% and further reduced recovery assumptions for higher rating stress scenarios. The base case analysis of class A-1 and A-2 (collectively, class A) notes, class B notes, class C notes, and class D-1 and D-2 (collectively, class D) notes assumed recovery rates of 38.1%, 46.5%, 50.8%, and 58.2% in each class's respective rating scenario.

RATING SENSITIVITIES

Fitch evaluated the structure's sensitivity to the potential variability of key model assumptions, including decreases in recovery rates and increases in default rates or correlation. Fitch expects the class A-1, A-2 and B notes to remain investment grade, while class C, D-1 and D-2 notes are expected to remain within seven rating levels of their assigned ratings, even under the most extreme sensitivity scenarios.

Results under these sensitivity scenarios ranged between 'A+sf' and 'AAAsf' for the class A-1 and A-2 notes, between 'BBBsf' and 'AA+sf' for the class B notes, between 'BBsf' and A+sf' for the class C notes and between 'CCCsf' and BBB+sf' for the class D-1 and D-2 notes. We consider the results of these sensitivity scenarios as consistent with the assigned ratings.

Fitch published an exposure draft of its Counterparty Criteria for Structured Finance and Covered Bonds on April 14, 2016. The exposure draft serves as the operative criteria report for this ratings analysis. Under the exposure draft, as well as the issuer's governing documents, a direct-support counterparty is expected to maintain a long-term rating of at least 'A' or a short-term rating of at least 'F1' by Fitch in order to support note ratings of up to 'AAAsf'. The issuer's account holder, Deutsche Bank Trust Company Americas (DBTCA; rated 'A-/F1'/Stable Outlook), satisfies the minimum expected ratings threshold for a direct-support counterparty under the exposure draft framework.

Fitch's existing counterparty criteria (dated May 14, 2014) expects that a direct-support counterparty role is fulfilled by an institution with a Long-Term rating of at least 'A' and a Short-Term rating of at least 'F1' to support note ratings of up to 'AAAsf'. DBTCA's Long-Term rating does not meet this expectation, but is sufficient to support note ratings up to the 'AAsf' rating category under the existing criteria. If the proposed counterparty criteria is not adopted and the existing counterparty criteria is maintained, Fitch would expect additional mitigants (such as a daily cash sweep to an eligible institution) in order to maintain a 'AAAsf' rating on the class A-1 and A-2 notes; otherwise the ratings on the class A-1 and A-2 notes may be limited to the 'AAsf' category. The ratings on the class B, C, D-1 and D-2 notes remain achievable under Fitch's existing counterparty criteria.

The framework regarding expectations for qualified investments has not materially changed between the existing criteria and the exposure draft.

VARIATIONS FROM CRITERIA

Fitch analyzed the transaction in accordance with its CLO rating criteria, as described in its June 2016 report, 'Global Rating Criteria for CLOs and Corporate CDOs'.

The Fitch stressed portfolio for this transaction was not created using the indicative portfolio as a basis. Rather, it was created to account for certain unique features of the transaction. Instead of starting with the initial 105-obligor indicative portfolio and making adjustments thereto, the Fitch stressed portfolio for this transaction represents an entirely hypothetical 80-obligor portfolio constructed by Fitch. Fitch created a new portfolio based upon the concentration limitations and collateral quality tests. This application resulted in a minor and more conservative impact on PCM output compared with the standard application of criteria.

In constructing the Fitch stressed portfolio the agency maximized the size of the top 10 obligors to their covenanted levels rather than stressing the five largest, as is customary with Fitch's analysis of broadly syndicated CLOs in the U. S. This application resulted in a minor and more conservative impact on PCM output compared with the standard application of criteria.

Also in constructing the Fitch stressed portfolio, we adjusted the ratings on the portfolio obligors to meet the maximum WARF threshold at the base case matrix point of 42. In addition to the maximum Fitch WARF test, the transaction also has a concentration limitation to address permitted exposure to assets rated 'CCC+' and below by Fitch (as well as a similar concentration limitation for Moody's ratings), with a 17.5% permissible 'CCC' bucket. While the 'CCC' bucket is typically maximized in the Fitch stressed portfolio, this stressed portfolio consisted of assets with ratings of either 'B-' (93.7%) or 'CCC' (6.3%); modeling analysis showed that this distribution was a slightly more conservative assumption than maximizing the permitted 'CCC' bucket and offsetting the WARF by including higher rated assets. This is a more conservative assumption and resulted in a minor impact on PCM output compared with the standard application of criteria.

In its cash flow analysis, Fitch applied a flat amortization profile over five years (20 payment periods), evenly distributed around the maximum permissible weighted average life. Modeling analysis indicated this to be a more conservative assumption than assuming bullet maturities. This assumption had a minor impact versus the standard application of criteria.