Presale:Taipei City Government 2007-1 Partial Ground Lease Rent Receivable Securitization Special Purpose Trust

2007/07/31


Analysts: Joseph Cheng
Joe Lin

Rating Details

Profile

Rationale

Strengths, Concerns, And Mitigating Factors Transaction Structure Collateral And Property Characteristics
Terms And Conditions Of The Certificates Credit Enhancement And Cash Flow Analysis Structural Analysis
Legal and tax analysis  

This presale report is based on information as of July 31, 2007. The rating shown is preliminary. This report does not constitute a recommendation to buy, hold, or sell securities. Subsequent information may result in the assignment of final rating that differ from the preliminary rating.

Rating Details

Class

Rating

Amount
(Mil. NT$)

Credit Enhancement

Class A

twAAA

1,800

External

Profile

Issuer: First Commercial Bank (FCB; twAA-/Stable/twA-1+) in the capacity of trustee for Taipei City Government 2007-1Partial Ground Lease Rent Receivable Securitization Special Purpose Trust (the SPT)

Collateral: Participation rights in the form of claims against partial rent incomes each quarter until June 25, 2017 under four ground lease agreements

Expected Closing Date: August 30, 2007

Final Legal Maturity Date: June 25, 2017

Seller: Taipei City Government (TPE City Gov.)

Servicer/Credit Enhancement Provider: TPE City Gov.

Trustee/Account Bank: FCB

Arranger/Underwriter: Polaris Securities Co. Ltd. (twA/Stable/twA-1)

Issue: NT$1.8 billion trust beneficial certificates due 2017

Rating Dependents: Credit enhancement provider

RATIONALE

The 'twAAA' preliminary rating assigned to the NT$1.8 billion trust beneficial certificate that is expected to beissued through the SPT reflects the sound legal structure of the transaction, the credit enhancement provided by TPE City Gov., and the sufficiency of cash inflows to cover all senior obligations of the trust each period.

This transaction is the first ground lease securitization deal and also the first one originated by the government sector in Taiwan.

The certificates will be backed by the fixed-amount claim (the Fixed Amount) against the rent collections arising from four ground lease agreements each quarter until June 2017. TPE City Gov. is obligated to top up the gap between the rent collection and the Fixed Amount, if any, under all circumstances.

As of the publishing date of this report, based on the assessment result from Standard & Poor's Rating Services, it is Taiwan Ratings' opinion that TPE City Gov. possesses a commensurate credit quality toward the transaction.

STRENGTHS, CONCERNS, AND MITIGATING FACTORS

Strengths

  • Stable cash inflows, that will be generated both from the rent collections and through the credit enhancements provided by TPE City Gov., along with appropriately capped senior fees and expenses ensure the sufficiency of proceeds that can be used to meet timely interest and ultimate principal payments of the trust certificates;
  • TPE City Gov. is obligated to fully redeem the certificates under certain trust termination events; and
  • Prohibition/restriction on the resignation of service providers along with their current commensurate credit quality/rating partially mitigates the service-provider transition risk.

Concerns

  • The deal relies heavily on TPE City Gov. in its capacity as credit enhancement provider and security holder of the ground lease agreements;
  • Extremely tight pool yields render the certificate holders vulnerable toward change in senior fee schedules relating to 3rd parties that are not binding by transaction documents (e.g. exchange listing fee); and
  • Highly concentrated pool in terms of both lessee composition and geographical distribution.

Mitigating Factors

  • TPE City Gov. currently possess a commensurate credit quality. In addition, the legal counsel will need to opine that the entrustment of collaterals is perfect and complete and hence the SPT is entitle to collect rent incomes directly from the lessees, if necessary ;
  • Taiwan Ratings will reflect the impact of such change of fee schedules promptly on the rating upon being notified; and
  • TPE City Gov. will top up the gap between the rental collection and the Fixed Amount claimable by the SPT under circumstances including, but not limited to, insolvency of lessee or vacancy of the land units. The ground properties are all located at the central business district of Taipei City.

TRANSACTION STRUCTURE

The transaction is structured in accordance with the Financial Asset Securitization Law (FASL) and Trust Law of Taiwan, adopting a true sale structure, and using a Special Purpose Trust (SPT) as the intermediate entity. The SPT will need to comply with Taiwan Rating's Special Purpose Vehicle criteria.

At closing, the originator will entrust the collateral to the SPT. FCB, the trustee, will in turn issue one tranche of trust certificates and pay the proceed there-from to the originator to settle the entrustment. TPE City Gov. will act as servicer to collect rent incomes for the SPT. Upon termination of TPE City Gov. acting as servicer, FCB, the trustee, will step in to fulfill the service function. TPE City Gov. will also act as credit enhancement provider to top up the gap between the Fixed Amount and the collection, if any. (Please refer to the section 'CREDIT ENHANCEMENT AND CASH FLOW ANALYSIS' for detail)

The diagram below outlines the transaction structure:

COLLATERAL AND PROPERTY CHARACTERISTICS

The asset pool of this transaction is composed of a participation right in the form of fixed-amount claims against the rent collections under four ground lease agreements where the underlying properties are four plots of land located in Xinyi District in Taipei City.

The fixed amount claimable under the participation right is equal to New Taiwan dollar (NT$) 50,499,997 per quarter and NT$201,999,988 per annum until June 2017.

The ground lease agreements were entered into by TPE City Gov. with four lessees. The minimum expected remaining effective tenor as of the closing date is around 44 years. All lessees are prohibited from subleasing, entrusting, or set any lien on the leasehold interests to third parties. The rent levels are subject to changes in the promulgated land values announced by the regulator.

The underlying properties are four plots of land owned by TPE City Gov., not designated for public use, and located in Xinyi District. The total size of the land is around 31,455 square meters. Xinyi District is a new financial central business district in the city and is the location of landmark buildings such as Taipei 101 Tower and Taipei World Trade Center. Xinyi District is also a recreational center with department stores, convention centers, luxury hotels, and cinemas. Currently Xinyi District is easily accessible by both bus and subway. A new subway line is under construction, upon the completion of which will further increase the accessibility of the district.

TERMS AND CONDITIONS OF THE CERTIFICATES

The trust beneficial certificates will receive fixed coupon payments in arrears and principal redemptions following a soft amortization schedule per quarter. The legal maturity date is June 2017. All distributions must follow the waterfall specified on the transaction documents. Taiwan Ratings dose not define failure to meet the soft amortization as default.

Article 41 of the FASL stipulates that incomes from trust collateral, after deducting costs and necessary expenses, belong to the beneficiaries. The interest distribution, however, will be subject to withholding tax at the rate stipulated by the tax authority. Consequently, interest received by certificate holders will be net of tax withheld.

CREDIT ENHANCEMENT AND CASH FLOW ANALYSIS

TPE City Gov. will provide credit enhancement in the form of promptly topping up gap between the rent collection and the Fixed Amount each quarter, regardless of the causes of such gap.

Based on a credit assessment conducted by Standard & Poor's Rating Services, Taiwan Ratings considers TPE City Gov.'s credit quality commensurate with this transaction. As the capital of Taiwan, Taipei City is also the political and commercial center. The city contributes 50% of total national income taxes despite only accommodating 10% of Taiwan's population. It is a municipality directly under the Executive Yuan, the central government authority. TPE City Gov.'s fiscal policy is governed by the Budget Act. Despite the city government's high debt burden compared to its operating revenue, its liquidity profile remains healthy.

Taiwan Ratings will perform a cash flow analysis to make sure the Fixed Amounts resulting from the rent collection and the credit enhancement aforementioned are sufficient under the premise that timely interest payments and ultimate principal redemptions can be achieved.

STRUCTURAL ANALYSIS

Commingling Risk
The transaction faces limited commingling risk considering the credit quality of the initial servicer, TPE City Gov.. Upon the termination of initial servicer, FCB, the trustee or its successor will assume the service function. The eligible trustee criteria will ensure the credit quality is at least twAA-.

Obligor Set-off Risk
The transaction faces essentially no set-off risk, as the credit enhancement provided by TPE City Gov. will top up any shortage of the rent collection to the Fixed Amount level under the event that lessee exercised its set-off rights, if any.

Vacancy and Prepayment Risk
The transaction faces essentially no vacancy or prepayment risks as the credit enhancement provided by TPE City Gov. will top up any rent shortage that arises there-from to the Fixed Amount level.

Liquidity Risk
Liquidity risk is moderate with this transaction as the Fixed Amount collection will initially be used to cover senior fees, expenses, and interest before amortizing the certificate each quarter. However, under the circumstance where fees related to non-transaction-document-binding third party(-ies) increase to above the current level, the cost of the liquidity support aforementioned is that the Fixed Amounts might not be sufficient to fully redeem the certificate by its maturity date.

Legal and Tax Analysis

The transaction is structured in accordance with the FASL and Trust Law of Taiwan, which provides for the establishment of the SPT, the legally perfected transfer of assets from the originator to the SPT, and protection from other creditors' and third parties' claims. Taiwan Ratings will need to receive satisfactory legal and tax opinions prior to the closing of the transaction.