OREANDA-NEWS. Fitch Ratings expects to assign a rating of 'BBB+' to the five-year \\$500 million senior unsecured debt co-issued by Penske Truck Leasing Co., L.P. (PTL) and PTL Finance Corporation (PTL Finance). A full list of rating actions is at the end of this rating action commentary.

KEY RATING DRIVERS

SENIOR UNSECURED DEBT
The expected unsecured debt rating reflects the fact that the debt is expected to rank pari-passu with all other senior unsecured debt issued by PTL and/or PTL Finance. The equalization of the expected rating with PTL's Issuer Default Rating (IDR) reflects the predominantly unsecured funding profile and unencumbered asset coverage available to senior unsecured creditors.

Fitch does not believe there will be a material impact on PTL's leverage as a result of the issuance, as proceeds will be used to pay-down existing debt under its corporate revolver and ABS facility. Therefore, the expected issuance has no impact on PTL's IDR or Stable Rating Outlook. PTL's leverage, as measured by debt/equity, was 3.4x at March 31, 2015.

PTL's IDR reflects its established market position in the truck leasing business, growing market share in the logistics business, operating consistency and strong liquidity and funding profile. PTL Finance's IDR reflects its status as a wholly-owned subsidiary of PTL and the nature of its operations, which are limited to serving as a pass-through issuing entity to access investors otherwise not permitted to invest in a limited partnership such as PTL.

Rating constraints include cyclicality inherent in used vehicle pricing and the commercial rental business, customer concentration in the logistics segment, and potential regulatory impacts on business trends.

The Stable Outlook reflects Fitch's expectation for continued economic access to the capital markets through various market cycles, limited sensitivity to rising interest rates, strong liquidity, and earnings growth in 2015 driven by an increase in the Full-Service Lease business and growth in the logistics business.

RATING SENSITIVITIES

SENIOR UNSECURED DEBT

The expected rating assigned to the unsecured debt is equalized with PTL's IDR, and therefore, would be expected to change as a result of a change in PTL's IDR. In addition, a material increase in secured funding and/or a material reduction in unencumbered assets could result in notching between PTL's IDR and unsecured debt.

The IDR could be adversely affected by an increase in leverage resulting from a decline in operating performance beyond Fitch's expectations. Additionally, deterioration in the firm's competitive position, weakening asset quality, an inability to realize residual values on used vehicles, a material increase in non-earning vehicles, and/or a decline in liquidity could result in negative rating action.

Fitch believes positive rating action is limited in the medium term, but over the longer term positive rating momentum for PTL's IDR could result from demonstrated access to the unsecured markets through market cycles, increased funding diversity, and reduced leverage.

Established in 1988 and headquartered in Reading, PA, PTL is a leading provider of full-service truck leasing, truck rental, and contract maintenance and logistics services. PTL is a partnership between GECC 29.9%, Mitsui & Co., Ltd 20%, Penske Corporation 41.1% and Penske Automotive Group 9%.

Fitch expects to assign the following ratings:

Penske Truck Leasing Co., L.P.
--Senior unsecured debt 'BBB+(EXP)'.

PTL Finance Corporation
--Senior unsecured debt 'BBB+(EXP)'.

Fitch currently rates Penske Truck Leasing Co., L.P. as follows:

Penske Truck Leasing Co., L.P.
--Long-term IDR 'BBB+'; Outlook Stable;
--Senior unsecured debt 'BBB+'.

PTL Finance Corporation
--Long-term IDR 'BBB+'; Outlook Stable;
--Senior unsecured debt 'BBB+'.

The Rating Outlook is Stable.

Fitch reviewed PTL Canada's rating on April 10, 2015 and PTL's rating on Oct. 13, 2014.