Sao Paulo, November 09, 2012 -- Moody's America Latina (Moody's) has assigned provisional ratings of (P)Baa3 (sf) (Global Scale, Local Currency) and (P)Aaa.br (sf) (Brazilian National Scale) to the Senior Shares, and of (P)B2 (sf) (Global Scale, Local Currency) and (P)Ba1.br (sf) (Brazilian National Scale) to the Mezzanine Shares to be issued by Chemical VII - FIDC Indústria Petroquímica, a securitization backed by a pool of trade receivables and originated by Braskem Group.
Issuer: Chemical VII - FIDC Indústria Petroquímica (Chemical VII - FIDC)Senior Shares - (P)Baa3 (sf) (Global Scale, Local Currency) & (P)Aaa.br (sf) (Brazilian National Scale)
Subordinated Mezzanine Shares - (P)B2 (sf) (Global Scale, Local Currency) & (P)Ba1.br (sf) (Brazilian National Scale)
RATINGS RATIONALE
The ratings are based on the following factors:
- Credit enhancement in the form of senior subordination ranging from a minimum of 9.09% to a maximum of 13.04% to mitigate losses due to obligor default and/or dilution;
- The eligibility criteria of the trade receivables, represented by electronic invoices, to be acquired by the issuer, which include concentration limits by client, delinquency by client, and maximum term of the trade receivables. The maximum individual obligor concentration limit is 3%;
- Low and stable historical delinquency and dilution levels of the sellers' trade receivable portfolio;
- Very low commingling risk as payments by obligors are made to the fund's segregated account maintained at Banco Bradesco (A3 Long-Term Bank Deposit Rating in the Global Scale, Local Currency Scale & Aaa.br in the Brazilian National Scale); and
- Braskem Group's sound track record in sponsoring securitization transactions and stable performance of previous transactions. Chemical VII -- FIDC is Braskem Group's seventh securitization of its trade receivables portfolio. The realized performance of the past transactions has been in line with Moody's original assumptions used in rating the transactions.
Chemical VII - FIDC is a closed-ended FIDC and will have a final legal maturity of 60 months. Provisional ratings are assigned to the senior shares and to the mezzanine shares. The shares will be distributed to qualified investors via a public offering (CVM Instruction 400). The senior shares and the mezzanine shares accrue, on a daily basis, a floating-rate of interest equivalent to the DI Rate (Brazilian Interbank Rate) plus a fixed rate of 0.95% and 3.30% per annum, respectively.
The transaction will have a 54 month revolving period followed by a 6 month amortization period. During the 54-month revolving period no principal payments will be made on the senior and mezzanine shares; interest payments will be made semi-annually. During the final 6 month amortization period, starting on month 55, principal and interest payments will be made on a monthly basis. Senior and mezzanine shares will follow the same amortization schedule. Amortization payments to the mezzanine shares will only be allowed (i) after the scheduled senior amortization payments are made, and (ii) as long as the minimum senior subordination ratio is maintained. As long as there are senior and mezzanine shares outstanding, partial amortization payments of junior subordinated shares are allowed if the mezzanine subordination is above 2.8%.
Key eligibility criteria verified by the master servicer includes (i) obligor concentration up to 3% and (ii) maturity of trade receivables are 90 day maximum and 9 days minimum.
The originators of the securitized receivables are Braskem S.A. and fully controlled subsidiaries including Braskem QPar S.A. (previously known as Quattor Participacoes S.A.), Braskem Petroquímica (previously known as Quattor Petroquímica S.A.) and Rio Polímeros S.A. (RioPol), together Braskem Group or the Sellers. Braskem S.A., rated Baa3 backed senior unsecured (Global Scale). The company's rating is supported by its large size as the largest petrochemical company in Brazil and in the Americas by production capacity (based on PE and PP resin capacity), with historically above industry average operating margins coming from high capacity utilization rates, long-term client relationships, and product customization. The rating also reflects the company's dominant market position in Brazil.
Commingling risk is considered to be very low as obligors are instructed to pay directly into a segregated account in the name of the fund by means of invoices generated by Banco Bradesco and other selected collection banks. Any monies received by the sellers must be remitted to the segregated account within 2 business days; a non-automatic acceleration event (evento de avaliação) is triggered if payments made directly to the sellers' account trigger 5% of fund's net assets. The sellers will act as primary servicers.
Moody's has analyzed the sellers' receivables pool for the 36-month period starting in June 2009 and ending in May 2012 reviewed by KPMG. During this period, Braskem and Quattor Group (Braskem Qpar, Braskem Petroquímica and RioPol) have generated trade receivables in the amount of BRL 70.9 billion over approximately 1,056,387 separate invoices. As modeling input assumptions, Moody's used a central mean of 0.14% monthly dilutions and 0.23% monthly losses over outstanding balance, and it assumed portfolio turnover at 41.2 days. Moody's calculates loss assumptions using as a proxy delinquencies from 91 to 120 days past due over the total portfolio.
Moody's parameter sensitivities provide a quantitative/model-indicated calculation of how the rating of a Moody's-rated structured finance security may vary if certain input parameters used in the initial rating process differed. Moody's key ratings-model assumptions for this transaction are Braskem's rating, loss rate and dilution rate. If Braskem's rating is downgraded from Baa3 to Ba2 and the loss rate and dilution rate are doubled, the senior and mezzanine ratings assigned would remain unchanged.
The main uncertainties of the transaction relate to the loss levels and dilution levels of the securitized pool. Although Moody's analyzed the historical performance data of previous transactions and historical performance data of trade receivables originated by Braskem Group, the actual performance of the securitized pool may be affected, among others, by the international competition in the petrochemical industry and severe economic activity downturn.
The principal methodology used in rating the certificates was Moody´s Approach to Rating Trade Receivables Backed Transactions published in July 2002. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website.
Further details of Moody's analysis of the Chemical VII - FIDC can be found in the Pre Sale Report to be published in Moody's website, www.moodys.com.
Moody's National Scale Ratings (NSRs) are intended as relative measures of creditworthiness among debt issues and issuers within a country, enabling market participants to better differentiate relative risks. NSRs differ from Moody's global scale ratings in that they are not globally comparable with the full universe of Moody's rated entities, but only with NSRs for other rated debt issues and issuers within the same country. NSRs are designated by a ".nn" country modifier signifying the relevant country, as in ".mx" for Mexico. For further information on Moody's approach to national scale ratings, please refer to Moody's Rating Methodology published in October 2012 entitled "Mapping Moody's National Scale Ratings to Global Scale Ratings".
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
Information sources used to prepare the rating are the following: parties involved in the ratings and public information.
Moody's received and took into account a third party assessment on the due diligence performed regarding the underlying assets or financial instruments in this transaction and the assessment had a positive impact on the rating.
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Johann Grieneisen Vice President - Senior Analyst Structured Finance Group Moody's America Latina Ltda. Avenida Nacoes Unidas, 12.551 16th Floor, Room 1601Sao Paulo, SP 04578-903 Brazil JOURNALISTS: 800-891-2518 SUBSCRIBERS: 55-11-3043-7300Maria Ines Muller Senior Vice President Structured Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's America Latina Ltda. Avenida Nacoes Unidas, 12.551 16th Floor, Room 1601Sao Paulo, SP 04578-903 Brazil JOURNALISTS: 800-891-2518 SUBSCRIBERS: 55-11-3043-7300(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.
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