DBRS Assigns Provisional Ratings to the Senior Funding Facility and the Mezzanine Funding Facility of BlueMountain CLO XXV Ltd.

DBRS, Inc. (DBRS) assigned the following provisional ratings to the Senior Funding Facility and the Mezzanine Funding Facility (together, the Facilities) of BlueMountain CLO XXV Ltd.:

-- Senior Funding Facility due September 2027 rated A (sf)
-- Mezzanine Funding Facility due September 2027 rated BBB (low) (sf)

The provisional ratings on the Facilities are being assigned pursuant to the Warehouse Agreement, dated as of September 13, 2018, between BlueMountain CLO XXV Ltd. as Borrower; Barclays Bank PLC, New York Branch (Barclays) as Facility Agent; BlueMountain Capital Management, LLC (BlueMountain) as Collateral Manager; the Subordinated Lenders named on the signature page thereto; Citibank, N.A. as the Securities Intermediary and Security Agent; and Virtus Group, LP as the Collateral Administrator.

The Borrower is a limited liability company incorporated under the laws of the Cayman Islands. This transaction is set up as a cash flow securitization, which will be collateralized by a portfolio of leveraged loans subject to Collateral Quality and Portfolio Profile Tests. As of the provisional rating date, there exist no collateral loans in the transaction portfolio. BlueMountain will act as the Collateral Manager of the Borrower.

The Borrower will start to draw on the Facilities based on a predetermined schedule. Upon each drawing request, the Collateral Manager will comply with certain portfolio tests. The warehouse will have a reinvestment period end date in September 2019, followed by an amortization period. The warehouse will reach its maturity date at the earliest of: the collateralized loan obligation (CLO) Closing Date; the Scheduled Maturity Date in September 2027, or the date upon which the final payment on the last of the collateral of the portfolio has been received.

An early maturity date can be caused by an Optional Early Maturity Date (no earlier than 12 months after the reinvestment period end date) or at the sole option of the Instructing Lender (Barclays) following an event of default. Under the Warehouse Agreement, upon an occurrence of (and during the continuation of) an event of default, the Instructing Lender (Barclays) may, in its sole option, elect to designate an Acceleration Date and liquidate the portfolio, which could adversely affect the Mezzanine Lenders and potentially affect ratings volatility on the Mezzanine Funding Facility.

The transaction contains collateral manager and subordinated lender types of events of default, which could lead to acceleration and liquidation. However, the transaction is at closing a dual-lender facility, where Barclays retains 100% of the rated Facilities. If at any time additional lenders are admitted into either rated facility, DBRS may either take a rating action or withdraw the rating on such facility at that time, subject to future amendments.

DBRS’s rating analysis does not take into account the risk of loss due to liquidation at market prices after an event of default has occurred.

The above ratings on the Facilities are provisional. Finalized ratings will be issued upon receipt of confirmation that the aggregate funding amount of the Facilities has reached $30 million as per the funding matrix stipulated in the Warehouse Agreement. To the extent that the documents and information provided to DBRS by the Borrower, Barclays Bank Plc and the Collateral Manager as of this date differ from the executed versions of the governing transaction documents, DBRS may assign lower finalized ratings to the Facilities or may avoid assigning finalized ratings to the Facilities altogether.

The provisional ratings reflect the following primary considerations:

(1) The Warehouse Agreement dated as of September 13, 2018.

(2) The integrity of the transaction structure.

(3) Adequate credit enhancement to withstand projected collateral loss rates under various cash flow stress scenarios.

(4) DBRS’s assessment of the CLO management capabilities of BlueMountain.

The rating on the Senior Funding Facility addresses the timely payment of the Senior Base Interest Amount and the ultimate payment of Senior Funding Amounts on or before the Scheduled Maturity Date in September 2027. The rating on the Mezzanine Funding Facility addresses the ultimate payment of the Mezzanine Base Interest Amount and the ultimate payment of the Mezzanine Funding Amounts on or before the Scheduled Maturity Date in September 2027. For the avoidance of doubt, these ratings do not address the Senior Additional Interest Amount or the Mezzanine Additional Interest Amount.

To assess portfolio credit quality, DBRS will provide a credit estimate or internal assessment for each corporate obligor not publicly rated in the portfolio. Credit estimates are not ratings; rather, they represent a primarily model-driven default probability for each obligor that is used in assigning ratings to the transaction.

Notes:
All figures are in U.S. dollars unless otherwise noted.

The principal methodology is Rating CLOs and CDOs of Large Corporate Credit, which can be found on dbrs.com under Methodologies.

The rated entity or its related entities did participate in the rating process. DBRS had access to the accounts and other relevant internal documents of the rated entity or its related entities.

For more information on this credit or on this industry, visit www.dbrs.com, or contact us at info@dbrs.com.