OREANDA-NEWS. April 13, 2015. Fitch Ratings has assigned final ratings of 'A' to the USD400m 2.625% senior unsecured notes due 2018 and USD600m 3.250% senior unsecured notes due 2020 issued by ICBCIL Finance Co., Ltd (ICBCIL Finance; A/Stable).

Fitch considers ICBCIL Finance a subsidiary of ICBC Financial Leasing Co., Ltd. (ICBC Leasing; A/Stable). ICBCIL Finance's notes will have the benefit of a keepwell deed and deed of asset purchase undertaking provided by ICBC Leasing. The latter plans to use the proceeds of the note issue to fund the acquisition of assets in its ordinary course of trading.

ICBCIL Finance functions as the exclusive treasury platform for the offshore leasing operations of ICBC Leasing, which had 28% of the assets it owns or controls outside China as at end-2014.

ICBC Leasing was established by Industrial and Commercial Bank of China (ICBC; A/Stable) in 2007 as its wholly owned leasing arm. The company provides aviation, shipping, and equipment leasing services and is the largest lessor in China with total domestic assets of CNY173bn as of end-2014. ICBC is the largest of China's state-owned commercial banks and the largest bank in the world by assets.

The final ratings are in line with the 'A(EXP)' rating Fitch assigned to the proposed note issue on 6 March 2015, and follow receipt of final documentation conforming to that already received by Fitch.

KEY RATING DRIVERS

The ratings on ICBCIL Finance and its notes primarily reflect our assessment of an extremely high probability of support from ICBC Leasing to ICBCIL Finance. Although ICBCIL Finance is owned by ICBC and not by ICBC Leasing, it is highly integrated into ICBC Leasing's operations and ICBC has authorised and mandated ICBC Leasing to exercise full managerial and operational control over ICBCIL Finance. In Fitch's opinion, a default by the issuer would create enormous reputational risk for ICBC Leasing and its parent.

The keepwell deed commits ICBC Leasing to ensure that the issuer maintains sufficient levels of equity and liquidity to service their obligations to offshore bondholders at all times. Under the deed of asset purchase undertaking, upon the occurrence of a triggering event, ICBC Leasing is required to purchase ICBCIL Finance's assets at a price high enough to meet any outstanding debt obligations under the note issuance. The triggering event refers to the situation in which ICBCIL Finance does not have sufficient liquidity to meet its payment obligations or an event of default.

The deed of asset purchase undertaking serves as an important mechanism to allow ICBC Leasing to provide foreign currency liquidity to ICBCIL Finance in a timely manner. ICBC Leasing does not require approval from the State Administration of Foreign Exchange for these foreign currency transfers because buying assets for leasing purposes is a part of ICBC Leasing's operating activities sanctioned by the relevant authorities, including the China Banking Regulatory Commission.

There could be practical difficulties in enforcing the keepwell deed and deed of asset purchase undertaking, which is not as strong as a guarantee. Nevertheless, the agreements at the parent level suggest a very strong propensity for ICBC Leasing to support ICBCIL Finance, if required.

RATING SENSITIVITIES

The ratings on ICBCIL Finance and its notes are directly correlated to any material change in the willingness or ability of ICBC Leasing to support ICBCIL Finance, if required. Likewise, any material change in the perceived willingness or ability of China's government to support ICBC and ICBC Leasing in a full and timely manner, would affect the ratings on the issuer and its notes.