Bain Capital Euro CLO 2022-1 DAC Cash Flow Reset Notes Assigned Ratings
| Ratings | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Class | Rating* | Amount (mil. €) | Credit enhancement (%) | Interest rate§ | ||||||
| X-R | AAA (sf) | 2.50 | N/A | Three/six-month EURIBOR plus 0.80% | ||||||
| A-R | AAA (sf) | 257.30 | 38.00 | Three/six-month EURIBOR plus 1.30% | ||||||
| B-R | AA (sf) | 45.60 | 27.01 | Three/six-month EURIBOR plus 1.90% | ||||||
| C-R | A (sf) | 26.60 | 20.60 | Three/six-month EURIBOR plus 2.25% | ||||||
| D-R | BBB- (sf) | 27.40 | 14.00 | Three/six month EURIBOR plus 3.97% | ||||||
| E-R | BB- (sf) | 17.60 | 9.76 | Three/six-month EURIBOR plus 6.77% | ||||||
| F-R | B- (sf) | 13.50 | 6.51 | Three/six-month EURIBOR plus 8.63% | ||||||
| M-1 Sub | NR | 33.20 | N/A | N/A | ||||||
| M-2 | NR | 0.50 | N/A | N/A | ||||||
| *The ratings assigned to the class X-R, A-R, and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. EURIBOR--Euro Interbank Offered Rate. | ||||||||||
Overview
- We assigned our ratings to Bain Capital Euro CLO 2022-1's class X-R to F-R notes.
- Bain Capital Euro CLO 2022-1 is a European cash flow CLO transaction, securitizing a portfolio of primarily senior secured leveraged loans and bonds. The transaction is managed by Bain Capital Credit U.S. CLO Manager, LLC.
- This transaction is a reset of the already existing transaction. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date.
LONDON (S&P Global Ratings) Aug. 28, 2024--S&P Global Ratings today assigned its credit ratings to Bain Capital Euro CLO 2022-1 DAC's class X-R, A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer has unrated subordinated notes outstanding from the existing transaction and has not issued additional subordinated notes. It has issued unrated class M-1 Sub and M-2 notes (see list).
This transaction is a reset of the already existing transaction that closed in May 2022 (see "Related Research"). The issuance proceeds of the refinancing notes were used to redeem the refinanced notes (the original transaction's class A, B, C, D, E, and F notes, for which we withdrew our ratings at the same time), and pay fees and expenses incurred in connection with the reset.
The ratings assigned to Bain Capital Euro CLO 2022-1's notes reflect our assessment of:
- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests.
- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization.
- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading.
- The issuer's legal structure, which is bankruptcy remote.
- The transaction's counterparty risks, which are in line with our counterparty rating framework.
| Portfolio benchmarks | |
|---|---|
| S&P Global Ratings' weighted-average rating factor | 2,821.87 |
| Default rate dispersion | 557.93 |
| Weighted-average life (years) | 4.27 |
| Weighted-average life (years) extended to match reinvestment period | 5.14 |
| Obligor diversity measure | 157.92 |
| Industry diversity measure | 19.57 |
| Regional diversity measure | 1.23 |
| Transaction key metrics | |
|---|---|
| Total par amount (mil. €) including cash and recovery | 415.00 |
| Number of performing obligors | 204 |
| Portfolio weighted-average rating derived from our CDO evaluator | B |
| 'CCC' category rated assets (%) | 2.92 |
| Actual 'AAA' weighted-average recovery (%) | 36.63 |
| Actual weighted-average spread (net of floors; %) | 3.99 |
| Actual weighted-average coupon (%) | 5.48 |
Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will permanently switch to semiannual payment.
The portfolio's reinvestment period will end approximately 5.14 years after closing, and the portfolio's maximum average maturity date will be 9.15 years after closing.
The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs (see "Global Methodology And Assumptions For CLOs And Corporate CDOs," published on June 21, 2019). As such, we have not applied any additional scenario and sensitivity analysis when assigning ratings to any classes of notes in this transaction.
In our cash flow analysis, we used the €415.00 million target par, a actual weighted-average spread (3.99%), actual weighted-average coupon (5.48%), and the actual weighted-average recovery rates at all rating levels as indicated by the issuer. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category.
Under our structured finance ratings above the sovereign criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned rating levels (see "Incorporating Sovereign Risk In Rating Structured Finance Securities: Methodology And Assumptions," published on Jan. 30, 2019).
The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate the exposure to counterparty risk under our current counterparty criteria (see "Counterparty Risk Framework: Methodology And Assumptions," published on March 8, 2019).
The issuer's legal structure is bankruptcy remote, in line with our legal criteria (see "Structured Finance: Asset Isolation And Special-Purpose Entity Methodology," published on March 29, 2017).
Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes.
The class X-R, A-R, and F-R notes can withstand stresses commensurate with the assigned ratings. Our ratings on the class X-R, A-R, and B-R notes address timely payment of interest and ultimate payment of principal, while our ratings on the class C-R to F-R notes address the ultimate payment of interest and principal.
Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class X-R to F-R notes.
Bain Capital Euro CLO 2022-1 is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Bain Capital Credit U.S. CLO Manager, LLC manages the transaction.
In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class X-R to E-R notes, based on four hypothetical scenarios. The results are shown in the chart below.
As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes.
S&P Global Ratings' document review score
To help assess the relative strength of documentation across European CLO transactions, the S&P Global Ratings' document review score focuses on 15 CLO document parameters that, in our view, may affect CLO performance.
Each component score provides an assessment of how conservative the parameter is using predefined terms (see "Appendix"). The scores range from 1 (more conservative) to 3 (less conservative). The scores for this transaction are shown in the chart below.
Environmental, social, and governance
We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector (see "ESG Industry Report Card: Collateralized Loan Obligations," March 31, 2021). Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to the following industries (non-exhaustive list): coal, weapons or firearms, palm oil, opioid, predatory lending activities, gambling, pornography, prostitution, civilian weapons or firearms, nuclear weapons, thermal coal, controversial weapons, endangered or protected wildlife, activities adversely affecting animal welfare, speculative transactions of soft commodities, hazardous chemicals, tobacco, and illegal drugs and narcotics including marijuana. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, we have not made any specific adjustments in our rating analysis to account for any ESG-related risks or opportunities.
Appendix
The tables below define our assessment of how conservative a parameter is and the corresponding scores. Where the language in the documentation does not fit perfectly into one of the three categories, set out below, we have used analytical judgment to determine the most suitable category.
| Risky credits | |
|---|---|
| Score | Component: considers key factors that may impact the credit risk of the portfolio |
| Non-senior-secured bucket | |
| 1 | Less than 10% non-senior-secured |
| 2 | Max 10% non-senior-secured |
| 3 | More than 10% non-senior-secured |
| Credit estimate limitation | |
| 1 | Credit estimates are limited by a threshold that is lower than 10% |
| 2 | Credit estimates limited to 10% |
| 3 | No bucket or credit estimates are limited to more than 10% |
| Discount obligation thresholds | |
| 1 | The loan and/or bond purchase thresholds are above 80% and/or 75% of the principal balance |
| 2 | Loans purchased below 80% and bonds purchased below 75% will be considered as discount obligations |
| 3 | The discount purchase threshold is the lower of 80%/75% of the principal balance and the price of an eligible index |
| Minimum indebtedness of obligor | |
| 1 | Obligors with a total current indebtedness of less than €200 million are not eligible |
| 2 | Obligors with a total current indebtedness of between €150 million and €200 million are eligible |
| 3 | Obligors with a total current indebtedness of less than €150 million are eligible |
| Minimum purchase price under eligibility criteria | |
| 1 | The minimum purchase price is higher than 60% of the principal balance |
| 2 | The minimum purchase price is 60% of the principal balance |
| 3 | No minimum or minimum purchase price is lower than 60% of the principal balance |
| Par leakage and use of interest intra-period | ||||
|---|---|---|---|---|
| Score | Component: considers key features that allow for principal proceeds to be recharacterized as interest, and any instances where interest proceeds may be used intra-period (and thereby not flowing in priority through the CLO waterfall on IPDs) | |||
| Trading gains | ||||
| 1 | Trading gains are not permitted, other than to avoid failing risk retention requirements | |||
| 2 | Trading gains are permitted, provided that gains are the greater of the purchase price and principal balance | |||
| 3 | Trading gains are permitted, provided that gains are above the purchase price or a defined percentage | |||
| Post effective date par flush | ||||
| 1 | Subject to (i) reinvestment/target par and (ii) satisfying collateral quality and portfolio profile tests | |||
| 2 | Subject to (i) reinvestment/target par and (ii) satisfying at least one additional maintenance condition | |||
| 3 | Subject to reinvestment/target par | |||
| Workout obligations: use of principal | ||||
| 1 | Purchase of principal-funded workout obligations permitted, provided that a target par condition is satisfied | |||
| 2 | Purchase of principal-funded workout obligations permitted, provided that all par value tests are satisfied | |||
| 3 | Purchase of principal-funded workout obligations permitted, provided that only senior par value tests are satisfied | |||
| Workout obligations: principal leakage | ||||
| 1 | Not permitted: all proceeds from principal-funded workout obligations flow to the principal account | |||
| 2 | Principal-funded workout obligations may be leaked to interest, subject to amounts being in excess of the carrying value in CLO par value tests | |||
| 3 | Principal-funded workouts may leak to interest, provided that a target par condition is satisfied | |||
| Use of interest intra-period (other than for workouts) | ||||
| 1 | Use of interest intra-period is permitted, but limited to any reasonable costs and payments | |||
| 2 | Use of interest intra-period is permitted, including any costs relating to bankruptcy exchange and/or distressed obligations that are in addition to reasonable and customary transfer costs | |||
| 3 | Use of interest intra-period is permitted, for any costs in addition to 1 and 2 above | |||
| IPDs--Interest payment dates. | ||||
| Duration risk | ||||
|---|---|---|---|---|
| Score | Component: considers key factors that may extend the maturity of the underlying assets in the portfolio | |||
| Maturity amendment provisions | ||||
| 1 | The manager must vote against a maturity amendment if they cannot vote in favor | |||
| 2 | The manager can vote for a maturity amendment if the WAL test is satisfied, if not, subject to a 5% bucket and not being long-dated | |||
| 3 | The manager can vote in favor of a maturity amendment even if the WAL test is not satisfied (above a 5% allowance) or it results in a long-dated obligation, in both cases subject to haircuts and conditions | |||
| Weighted-average life modification | ||||
| 1 | The WAL test may not be modified | |||
| 2 | The WAL test may be extended, subject to investor consent | |||
| 3 | A WAL test step-up condition is permitted, subject to conditions | |||
| Post reinvestment period: weighted-average life test | ||||
| 1 | The WAL test must be satisfied | |||
| 2 | A one-touch WAL requirement to satisfy or maintain or improve dependent on the WAL test on the last day of the reinvestment period | |||
| 3 | No WAL test condition specified | |||
| Post reinvestment period: maturity matching or SDRs | ||||
| 1 | Same or shorter maturity and same or better rating | |||
| 2 | Same or shorter maturity and an SDR requirement | |||
| 3 | Only SDR requirement | |||
| Post reinvestment period: coverage test calculation | ||||
| 1 | Coverage tests must be satisfied before and after | |||
| 2 | Coverage tests must be satisfied after | |||
| 3 | Coverage tests satisfied on an aggregated basis | |||
| WAL--Weighted-average life. SDR--Scenario default rate. | ||||
Related Criteria
- General Criteria: Environmental, Social, And Governance Principles In Credit Ratings, Oct. 10, 2021
- Criteria | Structured Finance | General: Global Framework For Payment Structure And Cash Flow Analysis Of Structured Finance Securities, Dec. 22, 2020
- Criteria | Structured Finance | General: Methodology To Derive Stressed Interest Rates In Structured Finance, Oct. 18, 2019
- Criteria | Structured Finance | CDOs: Global Methodology And Assumptions For CLOs And Corporate CDOs, June 21, 2019
- Criteria | Structured Finance | General: Counterparty Risk Framework: Methodology And Assumptions, March 8, 2019
- Criteria | Structured Finance | General: Incorporating Sovereign Risk In Rating Structured Finance Securities: Methodology And Assumptions, Jan. 30, 2019
- Legal Criteria: Structured Finance: Asset Isolation And Special-Purpose Entity Methodology, March 29, 2017
- Criteria | Structured Finance | General: Global Framework For Assessing Operational Risk In Structured Finance Transactions, Oct. 9, 2014
- General Criteria: Methodology Applied To Bank Branch-Supported Transactions, Oct. 14, 2013
- Criteria | Structured Finance | General: Global Derivative Agreement Criteria, June 24, 2013
- General Criteria: Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings, Oct. 1, 2012
- General Criteria: Global Investment Criteria For Temporary Investments In Transaction Accounts, May 31, 2012
- General Criteria: Principles Of Credit Ratings, Feb. 16, 2011
Related Research
- Weekly European CLO Update, updated weekly
- CLO Pulse Q2 2024: Movers And Shakers In The Top 50 Obligors In European CLOs' Portfolios, July 30, 2024
- Global Credit Conditions Q3 2024: Soft Landing, Fragmenting Trajectories, July 1, 2024
- Credit Conditions Europe Q3 2024: Keep Calm, Carry On, June 25, 2024
- European Secured Debt Recovery Expectations Q3 2023 Update: Recovery Prospects Stable As Issuance Slows, Nov. 16, 2023
- Leveraged Finance: A 10-Year Lookback At Actual Recoveries And Recovery Ratings, Feb. 4, 2019
- 2017 EMEA Structured Credit Scenario And Sensitivity Analysis, July 6, 2017
- European Structured Finance Scenario And Sensitivity Analysis 2016: The Effects Of The Top Five Macroeconomic Factors, Dec. 16, 2016
- Global Structured Finance Scenario And Sensitivity Analysis 2016: The Effects Of The Top Five Macroeconomic Factors, Dec. 16, 2016
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