The rating actions are as follows:

Class A (ISIN IT0005473852), EUR 460,000,000: rated BBB+_SF

Class B (ISIN IT0005473860), EUR 37,000,000: not rated

Class J (ISIN IT0005473878), EUR 3,000,000: not rated

Transaction overview

The transaction is a static cash securitisation of an Italian non-performing loan (NPL) portfolio with a gross book value of around EUR 3,076.5m. The portfolio was sold by BPER Banca S.p.A. (BPER) and Intesa Sanpaolo S.p.A. (Intesa) and will be serviced by Prelios Credit Solutions S.p.A. and Intrum Italy S.p.A. as special servicers and by Prelios Credit Servicing S.p.A. as master servicer.

The securitised pool is composed of secured loans for a share of 51% of the portfolio’s GBV and of unsecured loans for a share of 45% of the portfolio’s GBV. Remaining exposures are junior secured loans (4% of the portfolio’s GBV). Loans were granted mainly to corporate debtors (81% of the GBV). Properties with first-lien mortgages are located mainly in the north and centre of Italy (40% and 39% of the secured collateral value, respectively), while 21% are in the south of Italy. Most of the secured loans are backed by residential properties (46% of the secured collateral value). Industrial and commercial real estate assets guarantying secured loans are in comparable shares (22% and 21% of the secured collateral value, respectively), while land and other type of assets have a smaller share (7% and 4% of the secured collateral value, respectively). The issuer acquired BPER and Intesa portfolios at the transfer dates of 28 July 2021 and 10 December 2021, respectively. The issuer is entitled to all portfolio collections received after the cut-off date of 31 May 2021.

The transaction structure comprises three classes of notes with fully sequential principal amortisation: senior class A, mezzanine class B and junior class J. Class A will pay a floating rate indexed to three-month Euribor, plus a margin of 0.75%, while class B will pay a floating rate indexed to three-month Euribor, plus a margin of 9.5%. Class J will pay a variable return interest.

Rating rationale

The rating is primarily driven by the expected recovery amounts and timing of collections from the NPL portfolio. The recovery amounts and timing assumptions consider the portfolio’s characteristics as well as Scope’s economic outlook for Italy and its assessment of the special servicer’s capabilities. The rating is supported by the structural protection provided to the notes, the absence of equity leakage provisions, the liquidity protection, and the interest rate hedging agreement.

The rating also addresses the issuer’s exposure to key counterparties. Scope considered counterparty substitution provisions in the transaction and, when available, Scope’s ratings or other public ratings on the counterparties.

Key rating drivers

Above average share of residential properties (positive). Secured loans are backed by residential assets for a share of 46% (of the secured collateral value), which is above the average of peer transactions rated by Scope. Residential properties are typically more liquid than non-residential ones.¹

Properties concentrated in the center and north of Italy (positive). The collateral backing the secured loans is mostly concentrated in the center and north of Italy (79% of total collateral value), which benefits from the country’s most dynamic economic conditions and, in general, the most efficient tribunals.¹

Underperformance events linked to each servicer’s performance (positive). If servicers’ performance falls below their own business plans, their fees are partially subordinated and deferred to the class A payments according to different percentages based on the single servicer’s performance. This strengthens the alignment of interest between the transaction’s counterparties.²

Significant portion of legal proceedings in initial stages (negative). Around 68% of the secured loans (in terms of GBV) are in the initial legal phase or are yet to have proceedings initiated. This results in a longer expected time for collections than for loans in more advanced phases.¹

Significant portion of unsecured loans (negative). The securitised portfolio has an above average share of unsecured loans, for which recovery rates are typically lower compared to secured loans.¹

Weaker than average representations and warranties (negative). The issuer will not be entitled to claim any indemnities related to any fact or circumstance that was already ascertainable via i) the due diligence that was conducted by the servicers on a sub-portfolio representing 74% of the GBV, ii) the documentation available in the virtual data-room. Certain loans previously serviced by Intrum (2% of the GBV) have also been excluded from the representations and warranties coverage. Scope has not received any information on the due diligence conducted by the servicers.²

Rating-change drivers

Faster judicial recovery timings (upside). The pandemic led to a slowdown in court activity. An outperformance on recovery timing could occur if courts advance on proceeding backlogs faster than expected.

Rapid economic growth following the pandemic crisis (upside). A scenario of rapid economic recovery would improve liquidity and affordability conditions and prevent a sharp deterioration in collateral values. This could positively affect the rating, enhancing transaction’s performance on collection volumes.

Credit-negative findings on the sub-portfolio analysed in due-diligence arising post issuance (downside). If servicers have not accurately factorised the due diligence findings in their business plans, the transaction could underperform against servicers’ projections, as the issuer will not be entitled to claim any indemnities on the portion of the portfolio that was analysed via due diligence. This could negatively impact the rating.

Quantitative analysis and assumptions

Scope analysed cash flows, reflecting the transaction’s structural features, to calculate each tranche’s expected loss and weighted average life. Scope analysed the assets and derived a rating-conditional cash flow projection of gross recoveries for the portfolio of defaulted loans.

Scope performed a specific analysis for recoveries, using different approaches for secured and unsecured exposures. For senior secured exposures, collections were mainly based on the most recent property appraisal values, which were stressed to account for, appraisal type, liquidity and market value risks. Scope derived recovery timing assumptions using line-by-line asset information, detailing the type of legal proceeding, the respective court, and the legal stage of the proceeding at the portfolio’s transfer date. For unsecured and junior secured exposures, Scope used historical line-by-line market-wide recovery data on defaulted loans between 2000 and 2019 and considered the special servicer’s capabilities when calibrating lifetime recoveries. Scope considered that unsecured and junior secured borrowers were classified as defaulted for a weighted average of 5.1 years as of the cut-off date. Scope accounted for the current macro-economic scenario, taking a forward-looking view on the macro-economic developments.

For the class A notes analysis, Scope assumed a gross recovery rate of 23.3% over a weighted average life of 6.1 years. By segment, Scope assumed a gross recovery rate of 39.3% for the senior secured portfolio and 6.8% for the unsecured and junior secured portfolio.

Scope has applied an average combined security value haircut of 59.4%, which consists of i) an average fire-sale discount (including valuation type haircuts) of 52.7% to security valuations, reflecting liquidity or marketability risks; and ii) property price decline stresses (14.2% on average), reflecting Scope’s view of market volatility risk.

Scope's quantitative analysis also contains sensitivities with significantly lower collections from the sub-portfolio for which the issuer is not entitled to claim indemnities (unless the claim relates to facts or circumstances that were not evident in the documentation shared during the due diligence or in the virtual data-room).

In its analysis, Scope considered transaction’s servicer fees structure and assumed legal expenses to be around 9% of lifetime gross collections. Scope captured single asset exposure risks by applying a haircut of 11.7% on the expected recovery rate of the 10 largest borrowers in the class A analysis.

Sensitivity analysis

Scope tested the resilience of the rating against deviations in the main input parameters: the portfolio recovery-rate and the portfolio recovery timing. This analysis has the sole purpose of illustrating the sensitivity of the rating to input assumptions and is not indicative of expected or likely scenarios.

The following shows how the results for class A change compared to the assigned credit rating in the event of:

• a decrease in secured and unsecured recovery rates by 10%, zero notches.
   
• an increase in the recovery lag by one year, zero notches.

Rating driver references
1. Loan-by-loan data tape of the securitised pool (confidential)
2.Transaction’s documents (confidential)

Stress testing
Stress testing was performed by applying Credit-Rating-adjusted recovery rate assumptions.

Cash flow analysis
Scope Ratings performed a cash flow analysis of the transaction with the use of Scope Ratings’ Cash Flow SF EL Model Version 1.1 incorporating the relevant asset assumption, taking into account the transaction’s main structural features, such as the notes’ priorities of payment, the notes’ size and coupons. The outcome of the analysis is an expected loss and an expected weighted average life for the notes.

Methodology
The methodologies used for this Credit Rating (Non-Performing Loan ABS Rating Methodology, 6 August 2021; General Structured Finance Rating Methodology, 14 December 2020; Methodology for Counterparty Risk in Structured Finance, 13 July 2021), are available on https://www.scoperatings.com/#!methodology/list.
The model used for this Credit Rating is (Cash Flow SF EL Model Version 1.1.), available in Scope Ratings’ list of models, published under https://www.scoperatings.com/#!methodology/list.
Scope Ratings GmbH and Scope Ratings UK Limited apply the same methodologies/models and key rating assumptions for their credit rating services, while Scope Hamburg GmbH’s methodologies/models and key rating assumptions are different from those of Scope Ratings GmbH and Scope Ratings UK Limited.
Information on the meaning of each Credit Rating category, including definitions of default, recoveries, Outlooks and Under Review, can be viewed in ‘Rating Definitions – Credit Ratings, Ancillary and Other Services’, published on https://www.scoperatings.com/#!governance-and-policies/rating-scale. Historical default rates of the entities rated by Scope Ratings can be viewed in the Credit Rating performance report at https://www.scoperatings.com/#governance-and-policies/regulatory-ESMA. Also refer to the central platform (CEREP) of the European Securities and Markets Authority (ESMA): http://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml. A comprehensive clarification of Scope Ratings’ definitions of default and Credit Rating notations can be found at https://www.scoperatings.com/#governance-and-policies/rating-scale. Guidance and information on how environmental, social or governance factors (ESG factors) are incorporated into the Credit Rating can be found in the respective sections of the methodologies or guidance documents provided on https://www.scoperatings.com/#!methodology/list.

Solicitation, key sources and quality of information
The Rated Entity and its Related Third Parties participated in the Credit Rating process.
The following substantially material sources of information were used to prepare the Credit Rating: public domain, the Rated Entity, the Rated Entities’ Related Third Parties, third parties and Scope Ratings’ internal sources.
Scope Ratings considers the quality of information available to Scope Ratings on the Rated Entity or instrument to be satisfactory. The information and data supporting the Credit Rating originate from sources Scope Ratings considers to be reliable and accurate. Scope Ratings does not, however, independently verify the reliability and accuracy of the information and data.
Scope Ratings has received a third-party asset due diligence assessment/asset audit. The external due diligence/asset audit was considered when preparing the Credit Rating and it has no impact on the Credit Rating.
Prior to the issuance of the Credit Rating action, the Rated Entity was given the opportunity to review the Credit Rating and the principal grounds on which the Credit Rating is based. Following that review, the Credit Rating was not amended before being issued.

Regulatory disclosures
The Credit Rating is issued by Scope Ratings GmbH, Lennéstraße 5, D-10785 Berlin, Tel +49 30 27891-0. The Credit Rating is UK-endorsed.
Lead analyst: Rossella Ghidoni, Director.
Person responsible for approval of the Credit Rating: David Bergman, Manging Director.
The Credit Rating was first released by Scope Ratings on 15 December 2021.

Potential conflicts
See www.scoperatings.com under Governance & Policies/EU Regulation/Disclosures for a list of potential conflicts of interest related to the issuance of Credit Ratings.

Conditions of use / exclusion of liability
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