DBRS Assigns Rating to Series 19 Unione di Banche Italiane S.p.A. Covered Bonds Guaranteed by UBI Finance S.r.l.

DBRS Ratings Limited (DBRS) has today assigned a AA (low) rating to the Series 19 Obbligazioni Bancarie Garantite (OBG, the Italian legislative Covered Bonds) issued under the Unione di Banche Italiane S.p.A. (UBI or the Issuer) EUR 15,000,000,000 covered bond programme (UBI OBG1 or the Programme) guaranteed by UBI Finance S.r.l. Series 19 is a floating rate OBG with a nominal amount of EUR 500 million.

Concurrently, DBRS has confirmed its AA (low) rating on the other OBG outstanding under the Programme. Following the issuance of Series 19, there are 13 series of OBG for a nominal amount of EUR 10.514 billion outstanding under the Programme.

The AA (low) rating assigned to UBI OBG1 reflects the following analytical considerations:

-- A Covered Bonds Attachment Point of A (low). UBI is the Issuer and Reference Entity for the Programme.

-- A Legal and Structuring Framework (LSF) Assessment of Strong assigned to the Programme.

-- A Cover Pool Credit Assessment (CPCA) of BBB, being the lowest CPCA in line with the final covered bond rating.

-- An LSF-Implied Likelihood (LSF-L) of A (high).

-- A one-notch uplift for good recovery prospects.

-- A committed maximum asset percentage of 93% and an overcollateralisation DBRS gives credit to of 24.8% being the minimum observed in the last 12 months (29%) multiplied by a scaling factor of 0.85.

The transaction was modelled with the DBRS European Covered Bond Cash Flow Model. The main assumptions focused on the timing of defaults and recoveries of the assets, interest rate stresses and market value spreads to calculate liquidation values on the cover pool.

Everything else being equal, a downgrade of the CBAP by one notch would lead to a downgrade of the LSF-L by one notch, resulting in a downgrade of the covered bonds rating by one notch. In addition, the ratings of the Programme would be downgraded if any of the following occurs: (1) the sovereign rating of the Republic of Italy were downgraded below A (low), (2) the quality and consistency of the cover pool were no longer sufficient to support a one-notch uplift for good recovery prospects, (3) the LSF Assessment associated with the Programme were downgraded or (4) volatility in the financial markets caused the currently estimated market value spreads to increase.

DBRS has assessed the LSF related to the UBI OBG1 as Strong according to its rating methodology. The Strong LSF Assessment associated with the UBI Programme reflects DBRS’s view of: (1) the satisfactory level of segregation provided by the OBG legal framework and the covered bond holders’ first priority right on the cover pool (CP), in combination with appropriate contractual mitigants in relation to set-off, commingling and clawback risk; (2) the composition of the CP being 100% prime residential mortgage loans to borrowers concentrated in an A (low) Domicile Sovereign, combined with a contractual provision to automatically extend each and all CB maturities by 12 months upon an event of default of the Issuer, while a fire sale of the CP is triggered immediately following such event of default; (3) a contractual dynamic liquidity reserve set on each payment date prior to an Issuer event of default to a level sufficient to cover CB interests and senior costs (including payments under the hedge agreements) due during the subsequent six months rolling; and (4) the role of the Bank of Italy in the supervision of the Italian OBG, combined with the good penetration of the OBG as a funding tool for Italian banks and an asset monitor that only indirectly reports to the regulator.

The Bank of New York Mellon, London Branch, acts as English account bank and is rated AA/R-1 (high) with Stable trends by DBRS. BNP Paribas Securities Services, London Branch, holds the swap collateral account bank and qualifies as an eligible institution in accordance with DBRS’s “Legal Criteria for European Structured Finance Transactions” methodology. Commingling and set-off risk are mitigated respectively by the cash reserve and the computation of such risk in the nominal value test. The swap counterparty is UBI and it is already posting collateral in accordance with DBRS’s “Derivative Criteria for European Structured Finance Transactions” methodology.

As of the end of October 2015, the CP included EUR 14.04 billion of first economic ranking residential mortgage loans and EUR 639 million of cash.

The CP comprised 180,665 residential mortgages. The mortgages have been originated by all the network banks that are part of the UBI group.

The weighted-average current loan-to-value of the mortgages was 51.45% with a seasoning of 6.5 years. The CP was mainly distributed between Northern Italy (65% by outstanding balance with 45.4% in Lombardy), Central Italy (19%) and Southern Italy (19%).

The CP comprised fixed-for-life loans (14.7% by outstanding balance) and floating-rate loans (85.3%, which includes mixed loans as well as optional loans currently featuring a fixed-rate coupon). The floating-rate mortgage loans are indexed to a different plain vanilla basis and reset at different dates. The interest rate risk is hedged with contingent liabilities swaps that will be entered into upon the service of an Issuer default notice or transfer of UBI’s obligations to another party. In such case, the guarantor will receive the fixed coupon on 70% of the fixed-rate liabilities notional and pay three-month Euribor plus a spread. This results in 26% of total liabilities being fixed rate post swap.

All CP assets are denominated in euros, as well as all OBG. As such, investors are not currently exposed to any foreign exchange risk.

The weighted-average life of the cover pool is longer than the 4.6 years weighted-average life of the OBG, calculated taking into account the expected maturity. This risk is partially mitigated by the 12-month maturity extension in case of an Issuer event of default and by the overcollateralisation.

Notes:
On 14 September 2022, DBRS Morningstar updated the notes section of this press release to reflect the correct initial rating date of 24 August 2015.

All figures are in euros unless otherwise noted.

The principal methodology applicable is: “Rating European Covered Bonds.” This can be found on www.dbrs.com at: http://www.dbrs.com/about/methodologies. DBRS has applied the principal methodology consistently and conducted a review of the transaction in accordance with the principal methodology.

In DBRS’s opinion, the change(s) under consideration do not require the application of the entire principal methodology. Therefore, an asset analysis was not conducted. A review of the transaction’s legal documents was limited to an amendment agreement to the master servicing agreement, dated 15 October 2015, aimed at streamlining the language and correcting errors that were not material to the rating. All the other documents have remained unchanged since the most recent rating action

Other methodologies and criteria referenced in this transaction are listed at the end of this press release. This may be found on www.dbrs.com at: http://www.dbrs.com/about/methodologies.

For a more detailed discussion of sovereign risk impact on Structured Finance ratings, please refer to DBRS’s “The Effect of Sovereign Risk on Securitisations in the Euro Area” commentary on: http://www.dbrs.com/industries/bucket/id/10036/name/commentaries/.

The sources of information used for this rating include historical default performance data, loan-by-loan level as well as stratification information on the cover pool provided by the Issuer that allowed DBRS to further assess the portfolio. DBRS considers the information available to it for the purposes of providing this rating was of satisfactory quality.

DBRS does not rely upon third-party due diligence in order to conduct its analysis. DBRS was supplied with third-party assessments. However, this did not impact the rating analysis.

DBRS does not audit the information it receives in connection with the rating process, and it does not and cannot independently verify that information in every instance.

The last rating action on this transaction took place on 27 October 2015, when DBRS assigned AA (low) rating to Series 18 and confirmed the ratings of all outstanding obligations.

Information regarding DBRS ratings, including definitions, policies and methodologies are available on www.dbrs.com.

For further information on DBRS historic default rates published by the European Securities and Markets Administration in a central repository, see:
http://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml.

Ratings assigned by DBRS Ratings Limited are subject to EU regulations only.

Initial Lead Analyst: Vito Natale
Initial Rating Date: 24 August 2015
Initial Rating Committee Chair: Quincy Tang

Lead Surveillance Analyst: Vito Natale
Rating Committee Chair: Quincy Tang

DBRS Ratings Limited
1 Minster Court, 10th Floor Mincing Lane, London EC3R 7AA
United Kingdom
Registered in England and Wales: No. 7139960
The rating methodologies used in the analysis of this transaction can be found at: http://www.dbrs.com/about/methodologies

Legal Criteria for European Structured Finance Transactions
Derivative Criteria for European Structured Finance Transactions
Operational Risk Assessment for European Structured Finance Servicers
Master European Residential Mortgage-Backed Securities Rating Methodology and Jurisdictional Addenda
Unified Interest Rate Model for European Securitisations
Rating European Covered Bonds

A description of how DBRS analyses structured finance transactions and how the methodologies are collectively applied can be found at: http://www.dbrs.com/research/278375