OREANDA-NEWS. Fitch Ratings assigns the following ratings to Jefferson Mill CLO Ltd./LLC:

--$2,000,000 class X notes 'AAAsf'; Outlook Stable;
--$231,000,000 class A-1 notes 'AAAsf'; Outlook Stable;
--$25,000,000 class A-2 notes 'AAAsf'; Outlook Stable.

Fitch does not rate the class B-1, B-2, C, D, E, F or subordinated notes.

TRANSACTION SUMMARY

Jefferson Mill CLO Ltd. (the issuer) and Jefferson Mill CLO LLC (the co-issuer) comprise an arbitrage cash flow collateralized loan obligation (CLO) that will be managed by Shenkman Capital Management, Inc. (Shenkman). Net proceeds from the issuance of the secured and subordinated notes will be used to purchase a portfolio of approximately $400 million of primarily senior secured leveraged loans. The CLO will have an approximately five-year reinvestment period and three-year noncall period.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) of 36% for the class A-1 and A-2 notes (collectively, class A notes), in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in an 'AAAsf' stress scenario. The degree of CE available to class A notes is lower than the average CE of recent CLO issuances; however, cash flow modeling indicates performance in line with other 'AAAsf' CLO notes. The class X notes are expected to be paid in full from the interest waterfall.

'B' Asset Quality: The average credit quality of the indicative portfolio is 'B', which is comparable to recent CLOs. Issuers rated in the 'B' rating category denote a highly speculative credit quality; however, in Fitch's opinion, class X and A notes are unlikely to be affected by the foreseeable level of defaults. Class X and A notes are projected to be able to withstand default rates of up to 100% and 64%, respectively.

Strong Recovery Expectations: The indicative portfolio contains 95.7% first-lien senior-secured loans. Approximately 92.9% of the indicative portfolio has either strong recovery prospects or a Fitch-assigned Recovery Rating of 'RR2' or higher, resulting in a base case recovery assumption of 77.2%. In determining the rating of the class X and A notes, Fitch stressed the indicative portfolio by assuming a higher portfolio concentration of assets with lower recovery prospects and further reduced recovery assumptions for higher rating stress assumptions. The analysis of the class X and A notes assumed a 37.6% recovery rate in Fitch's 'AAAsf' 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 X, A-1 and A-2 notes to remain investment grade even under the most extreme sensitivity scenarios. Results under these sensitivity scenarios were 'AAAsf' for the class X notes and ranged between 'Asf' and 'AAAsf' for the class A-1 and A-2 notes.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation to this rating action.