OREANDA-NEWS. Fitch Ratings expects to assign the following ratings and Rating Outlooks to Venture XXII CLO, Limited/LLC:

--$222,000,000 class A-1L notes 'AAA(EXP)sf'; Outlook Stable;
--$15,000,000 class A-1F notes 'AAA(EXP)sf'; Outlook Stable;
--$20,000,000 class A-2 notes 'AAA(EXP)sf'; Outlook Stable.

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

TRANSACTION SUMMARY
Venture XXII CLO, Limited (the issuer) and Venture XXII CLO, LLC (the co-issuer) comprise an arbitrage cash flow collateralized loan obligation (CLO) that will be managed by MJX Venture Management LLC. 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 four-year reinvestment period and a two-year non-call period.

KEY RATING DRIVERS
Sufficient Credit Enhancement: Credit enhancement (CE) of 40.8% for the class A-1L and A-1F notes (collectively, the class A-1 notes) and 35.8% for class A-2 notes, in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in the 'AAAsf' stress scenario. The level of CE available to class A-1 notes is above the average for recent CLO issuances and the level of CE available to class A-2 notes is in line with the average for recent CLO issuances.

'B' Asset Quality: The average credit quality of the indicative portfolio is 'B', which is in line with that of recent CLOs. Issuers rated in the 'B' rating category denote relatively weak credit quality; however, in Fitch's opinion, class A-1 and A-2 notes are unlikely to be affected by the foreseeable level of defaults. Class A-1 and A-2 notes are robust against default rates of up to 68.3% and 61.4%, respectively.

Strong Recovery Expectations: The indicative portfolio consists of 98.8% first lien senior secured loans. Approximately 95.2% of the indicative portfolio has either strong recovery prospects or a Fitch-assigned Recovery Rating of 'RR2' or higher, and the base case recovery assumption is 78.8%. In determining the ratings for class A-1 and A-2 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, resulting in a 36% recovery rate assumption 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 A-1L and A-1F (collectively, the class A-1 notes) and A-2 notes to remain investment grade even under the most extreme sensitivity scenarios. Results under these sensitivity scenarios ranged between 'AA-sf' and 'AAAsf' for the class A-1 notes, and between 'A+sf' and 'AAAsf' for the class A-2 notes.

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

The publication of a representations, warranties and enforcement mechanisms appendix is not required for this transaction.