Fitch Assigns Neptune Rated Warehouse Expected Ratings
Facility A: 'AAA(EXP)sf', Outlook Stable
Facility B: 'AA(EXP)sf', Outlook Stable
Facility C: 'A(EXP)sf', Outlook Stable
Facility D: 'BBB+(EXP)sf', Outlook Stable
Mezzanine Facility: 'BB(EXP)sf', Outlook Stable
Facility F: not rated
Subordinate Note: not rated
The final ratings are subject to the receipt of final documents conforming to information already received and no deviation in the default and recovery levels resulting from the final closing pool.
This transaction is a non-revolving warehouse facility used by Cerberus European Residential Holdings B.V. (CERH) to finance the purchase of the residential mortgage portfolio from UK Asset Resolution Limited (UKAR). The warehouse loan facilities will be provided by a consortium of four lenders to Neptune Rated Warehouse Limited, an SPV incorporated in England and Wales.
The warehouse will be backed by a portfolio of seasoned prime UK owner-occupied mortgage loans, predominantly originated between 2005 and 2007 by Northern Rock (NR). Following the nationalisation in 2008, NR was restructured into two separate entities in January 2010: Northern Rock plc and Northern Rock (Asset Management) plc (legally known as NRAM since May 2014) and subsequently transferred to the state holding company UK Asset Resolution Limited (UKAR).
The assets to be purchased are currently securitised in the Granite Master Trust, which will be collapsed for the purpose of this transaction at a later date. UKAR is selling the mortgages to CERH, which is planning to subsequently on-sell a randomly selected subset of the acquired mortgage loans into the warehouse.
The credit enhancement (CE) on Facility A at 26.5% will be provided by the subordination of the rated B to Mezzanine Facilities and the unrated F Facility. The transaction also contains a non-amortising reserve fund sized at 1.5% of the initial facility balance, which will be fully funded at close through the proceeds of the Subordinated Note. Of this, 1.5% of Facilities A and B outstanding consist of the liquidity reserve portion whereby the remaining portion can be used to cure credit losses. Once Facility D has been paid-off, the reserve fund is released as available principal.
Facilities A and B are rated for timely payment of interest and principal, while Facilities C to Mezzanine are rated for ultimate interest and principal payments in accordance with the transaction documentation. The transaction also contains additional subordinated non-interest amounts owed by the warehouse to the loan providers, which are not addressed in Fitch's ratings.
KEY RATING DRIVERS
Seasoned Portfolio
The majority of the loans to be securitised are 'peak year' (2005-7) vintages which have a weighted average (WA) seasoning of 113 months, an indexed WA current loan-to-value ratio (CLTV) of 78.3% and a WA debt to income ratio (DTI) of 40.4%. 3% of the portfolio is greater than three months in arrears. In addition, 17.4% of the borrowers in the pool are self-employed.
Warehouse Securitisation of Purchased Portfolio
The Granite assets will be sold by UKAR to CERH, which will subsequently sell on a subset of the loans purchased to the warehouse. Legal title will remain with NRAM and UKAR's share sale of NRAM is expected to happen in 1H16. Fitch has reviewed the portfolio acquisition history and deems the risk of assets being clawed back remote.
Permitted Disposals Feature
A key feature of this transaction is CERH's ability to dispose of the mortgage loans with a view to refinancing some or all of the amounts owed by it to the lenders. The assets will be selected on a random basis and such sales are subject to certain disposal conditions such as among others, no recordings on the principal deficiency ledgers, a minimum par sales price covering accrued interest, and one and three month arrears not exceeding twice their respective levels at close.
Limited Capacity for Repurchase
The seller (CERH) is not rated by Fitch and may have limited resources to repurchase any mortgages if there is a breach of the representations and warranties given to the warehouse. Fitch analysed historical losses and warranty breaches on the Granite assets and has made an adjustment over the life of the transaction.
Servicer Sale
Servicing is currently carried out by Bradford and Bingley plc (B&B), which was placed into public ownership along with its entire mortgage business with UKAR in November 2010. B&B's servicing platform is currently undergoing a sale process, which is expected to complete in 2016. Fitch has assessed the likely impact of the integration of the successor entity ahead of the sale process and believes the proposed arrangement will help mitigate payment interruption risk.
More information on Fitch's rating analysis is below.
RATING SENSITIVITIES
The assigned ratings and the related analysis performed are based on the assumptions in the existing criteria - Criteria Addendum: UK, dated 11 June 2015. Material increases in the frequency of defaults and loss severity on defaulted receivables could produce loss levels larger than Fitch's base case expectations, which in turn may result in negative rating actions on the notes. Fitch's analysis revealed that a 30% increase in the weighted average (WA) foreclosure frequency, along with a 30% decrease in the WA recovery rate, would result in a model-implied downgrade on the rated facilities as follows: Facility A to 'A+sf', Facility B to 'BBB+sf', Facility C to 'BBB-sf', Facility D to 'BBsf' and the Mezzanine Facility to 'Bsf'.
Fitch's exposure draft report - Exposure Draft - Criteria Addendum: UK, dated 22 September 2015 has not been adopted (and the related model has not been through the full validation process), and these were not used in the rating analysis. Fitch has performed a sensitivity analysis which shows that if the criteria in that Exposure Draft (and the related model) were used, the assigned expected ratings would remain unchanged from the existing criteria.
More detail on key rating drivers and model implied rating sensitivities will be further described in a presale report, which is expected to be published within 10 business days and can then be found at www.fitchratings.com.
DUE DILIGENCE USAGE
No third party due diligence was provided or reviewed in relation to this rating action.
DATA ADEQUACY
For its rating analysis, NRAM provided Fitch with a loan-by-loan data template with all of the key data fields completed, other than prior mortgage arrears. The agency typically calculates the sustainable loan-to-value (LTV) using the current balance, and the valuation and corresponding date of the valuation provided (which is indexed against the Halifax house price index). The valuation corresponding to the loan amount at the time of the latest advance for the pool was not provided. However, the original valuations and updated valuations carried out in 2008 by NRAM prior to the loans being placed under UKAR's supervision were provided. Therefore Fitch was not able to calculate an accurate WA CLTV on the loans since the current balance in most instances can only be weighed against the original valuation, which artificially inflates the WA CLTV on the pool.
Fitch conducted an enhanced file review on a targeted sample of NR's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices, and the other information provided to the agency about the asset portfolio.
Fitch reviewed the draft results of a third party assessment conducted on the asset portfolio information, which indicated errors or missing data mainly related to property type, amount advanced, valuation date and application forms. The majority of findings were attributed when the loans migrated to NRAM post NR's insolvency. Fitch has applied a 5% lender adjustment to account for these findings.
To determine the quick sale assumption (QSA), Fitch analysed approximately 11,037 sold repossessions provided by NRAM. The observed QSA was slightly above Fitch's standard assumptions and therefore the QSA assumptions were increased to 17.2% from 17% for owner-occupied houses and to 25.9% from 25% for owner-occupied flats.
Overall and together with the assumptions referred to above, Fitch's assessment of the asset pool information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable.
LENDER ADJUSTMENT
NR originated high LTV products during the pre-crisis years (2004-7). While its lending policies and practices were in line with other UK prime lenders pre-crisis, NR also originated the "Together" product, which allowed borrowers to take additional lending on an unsecured basis at the same interest rate as the mortgage loan, up to a combined max LTV of 125%. The Together loans make up 46.4% of the total current balance. The unsecured portion has no recourse to the secured asset.
The assets were previously securitised in the Granite Master Trust, which has underperformed compared to other UK prime master trusts and pass-through transactions rated by Fitch. The arrears performance deteriorated after a non-asset trigger breach on the Granite Master Trust in 2008, which meant substitutions into the pool ceased. Due to the seasoned nature of the loan portfolio, Fitch focused more on the quality of the portfolio itself and historical performance, rather than the originators' prior lending policies and practices, and a 10% performance adjustment was applied to the base default probabilities of the loans.
CONCENTRATION RISK
Fitch conducted additional sensitivity analysis in its cash flow modelling on the permitted disposals feature; due to the junior notes being repaid earlier than is typically the case in UK RMBS transactions. This is because out of the disposal proceeds, 103% of the advance rate of the A to Mezzanine facilities will be applied towards repaying the most senior outstanding loan, where the remainder is paid out to the junior notes. Although this mechanism ensures there is a natural increase in CE over time on the facilities, sensitivity analysis has shown that changes in the defaults and/or recoveries on the assets, including prepayment and interest rate stresses could potentially have an impact on the ratings in a stressed environment under Fitch's cash flow assumptions.
Fitch also assessed the likelihood of there being concentration risk in the warehouse following permitted disposals. However this is deemed to be remote, due to the mitigants in place through a random selection of the assets that are to be disposed of, the arrears trigger that cannot be breached as well as the sequential pay of the transaction.
PAYMENT INTERUPTION RISK
B&B's servicing platform is currently undergoing a sale process that is expected to complete in 2016. From the earlier of the preferred bidder being known or the completion of the sale of the shares in NRAM, a back-up servicing agreement will be entered into on a "warm" basis. Due to the nature and size of the portfolio, the agreements reflect a "parachute" arrangement, whereby following a servicer termination event, a management team will be transferred in from the back-up servicer's head office to continue servicing of the portfolio within a period of 90 days. Throughout this period but within 180 days following a servicer termination event, the back-up servicer will make appropriate plans to migrate the loans onto its own platform.
Fitch deems the proposed arrangements adequately address payment interruption risk together with the liquidity coverage in place for the transaction. However, due to the substandard performance and large size of this portfolio and interim servicing fees observed being higher than a standard prime servicer, Fitch has applied an increased senior fee assumption of 0.35% from 0.25%.
COMMINGLING RISK
Currently, while the loan portfolio is serviced under B&B, the mortgage payments made by borrowers are credited to NRAM's collection account, held with Natwest Bank Plc (BBB+/Stable/F2) and sweeps of the funds will occur daily from the collection account to the transaction account.
On the day the share sale of NRAM is completed, the collection account will migrate to StayCo (the entity which will own NRAM together with the remainder of assets not being sold as part of Project Neptune). A new collections account (held at a 'BBB+'/'F2'rated entity) will then be established and the 72% of mortgage borrowers that pay by Direct Debit will be transferred to the new account. The remaining 28% of accounts that pay by cash, cheque or standing order will be contacted by NRAM to notify them of the new account details, to allow the borrowers to re-direct their future payments.
To mitigate the risk of payments being made by mortgage borrowers into the existing collection account, StayCo will declare a trust over the existing account for six months following the transfer of NRAM. This will allow StayCo to continue to sweep any funds received under the existing collection account no later than the next business day into the new collection account. Monies received in the new collection account will continue to be swept within one business day into the transaction account
Fitch recognises that the proposed collection account at an entity rated 'BBB+'/'F2' is in line with its counterparty criteria because the exposure reduces over time. However, the agency notes that the monthly collections are not well diversified, which is a common feature for UK mortgage collections and the agency therefore felt it appropriate to size for commingling loss in its cash flow analysis.
LEGAL STRUCTURE
The transfer of the assets is completed in several stages and Fitch has analysed the "true sale" risk to ensure there is no claw-back risk when assigning the assets to the warehouse. The agency has reviewed the portfolio acquisition history and relationships between the buying and selling parties and believes the potential risk of assets being clawed-back into the respective insolvency estates as remote.
The legal analysis also took into account prior and potential remediation or other claims that the borrowers may invoke against the warehouse. Fitch reviewed historical data on the following, among others: 1) Payment Protection Insurance (ie PPI) claims, 2) claims arising from loans originated before 2008 being non-compliant with the Credit Consumer Act (CCA) and 3) remediations as a result of borrowers being overcharged on their mortgage loans.
Under the transaction documents, any potential claims are either indemnified by CERH or repurchased out of the transaction. The amount of historical remediations was found to be minimal compared with the size of the portfolio. However, Fitch tested in the absence of the seller whether the transaction could sustain potential compensation payments if these were to be paid out and found there would be no rating impact on the transaction.
Furthermore, Fitch understands that the seller of the NRAM entity will provide a non-time limited indemnity for PPI liabilities and an indemnity of up to three years post-completion of the sale of NRAM for CCA matters and other remediation liabilities, which is stated under a separate Option Agreement to the transaction. Fitch has not yet seen the Option Agreement, however the agency has taken comfort from the fact that these guarantees are to be provided by a government-owned entity and has relied on excerpts provided by the transaction legal counsel confirming the existence of this guarantee. Fitch expects to review the Option Agreement prior to assigning final ratings.
SOURCES OF INFORMATION
The information below was used in the analysis.
- Loan-by-loan data provided by NRAM based on a 30 June 2015 cut-off date
- Preliminary transaction documentation provided by NRAM as at October 2015
- Tax and legal opinions on the portfolio sale as at October 2015
- Loan performance data provided by NRAM as at September 2015
- Investor reports for the existing Granite Master Trust
- Report on the portfolio of 11,037 sold properties between 2011 and 2015
- Halifax house price index
MODELS
To analyse the CE levels, Fitch evaluated the collateral using its default model ResiEMEA. The agency also used its EMEA Cash Flow model to assess the transaction cash flows using default and loss severity assumptions under various structure stresses including prepayment speeds and interest rate scenarios. The cash flow tests showed that the Facility A could withstand losses at levels corresponding to the 'AAA' stress scenario without incurring any principal loss or interest shortfall and can retire principal by the legal final maturity.
The models below were used in the analysis. Click on the link for a description of the model.
ResiEMEA
https://www.fitchratings.com/jsp/creditdesk/ToolsAndModels.faces?context=2&detail=135
EMEA Cash Flow Model
http://www.fitchratings.com/web_content/pages/sf/emea-cash-flow-model.htm
REPRESENTATIONS AND WARRANTIES
A comparison of the transaction's Representations, Warranties & Enforcement Mechanisms with those typical for that asset class will become available in the appendix that accompanies the presale report which will be published within 10 business days. In addition refer to the special report "Representations, Warranties, and Enforcement Mechanisms in Global Structured Finance Transactions" dated 12 June 2015 available on the Fitch website.
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