Fitch Rates Bank of America's Secured Asset Finance Company LLC's Senior Secured Notes Program 'A'

NEW YORK--()--Fitch Ratings has assigned a rating of 'A' to Bank of America Corporation's (BAC) Secured Asset Finance Company LLC's senior secured notes program. Fitch had already assigned a rating of 'A' to Secured Asset Finance Company B.V's senior secured notes in March 2013. Repayment of both entity's notes are unconditionally guaranteed by BAC.

KEY RATING DRIVERS:

The ratings of Secured Asset Finance Company LLC and Secured Asset Finance B.V. are unconditionally guaranteed by BAC and therefore the debt level rating of 'A' would change in conjunction with any changes to BAC's Issuer Default Ratings (IDRs). BAC's IDRs were affirmed on May 16, 2013 with a Stable Outlook as part of Fitch's Global Trading and Universal Bank (GTUB) periodic review. BAC's IDRs are underpinned by the prospect of U.S. government support in the event of need. BAC's IDRs could be negatively pressured if Fitch's view of support changes. Please see 'Fitch Affirms Bank of America's IDR at 'A'; Upgrades Viability Rating to 'a-' dated May 16, 2013 for additional details.

The rating on the notes program is based entirely on the ratings of BAC. Fitch has given no consideration to any collateral provided, as Fitch has not evaluated, nor does it expect to review, the collateral policy or collateral assets backing the notes. Because BAC has fully and unconditionally guaranteed the due and punctual payment of all obligations of Secured Asset Finance Company LLC and Secured Asset Finance Company B.V., it is Fitch's view that the notes rank pari passu with senior, unsecured obligations of BAC.

Fitch acknowledges that the issuance is backed by collateral, but given that the collateral for the issuance can be substituted at any time according to the terms of the issuance, Fitch does not believe that the rating benefits from any uplift from the underlying collateral and equalizes the rating with BAC's senior unsecured debt rating due to the guarantee.

RATING DRIVERS AND SENSITIVITIES - VRs and IDRs:

The rating of this issuance is sensitive to any changes in the IDR of BAC. Ratings will move up or down in tandem with BAC's senior unsecured debt ratings.

Support Ratings and Support Floor Ratings:

Not Applicable

RATING DRIVERS AND SENSITIVITIES - Subordinated Debt and Other Hybrid Securities:

Not Applicable

RATING DRIVERS AND SENSITIVITIES - Holding Company:

Not Applicable

RATING DRIVERS AND SENSITIVITIES - Subsidiary and Affiliated Company Rating:

Not Applicable

Fitch has assigned the following ratings:

Secured Asset Finance Company LLC

--Senior debt at 'A'.

Additional information is available at www.fitchratings.com.

In addition to the source(s) of information identified in Fitch's Master Criteria, these actions were additionally informed by information provided by the companies.

Applicable Criteria and Related Research:

--'Risk Radar' (Jan. 16, 2013);

--'U.S. Banks: Rationalizing the Branch Network (Witness the Incredible Shrinking Branch Network)' (Sept. 17, 2012);

--'U.S. Banks: Mortgage Representations and Warranties (Banks Increase Reserves; Uncertainty Remains)' (Aug. 20, 2012)

--'Global Financial Institutions Rating Criteria' (Aug. 15, 2012);

--'Rating FI Subsidiaries and Holding Companies' (Aug. 10, 2012);

--'Treatment of Unrealized Losses in U.S. Bank Capital Rule Proposal (Pro-Cyclical Capital Policy to Create Greater Capital Volatility for Banks)' (Aug. 7, 2012);

--'Basel III: Return and Deleveraging Pressures' (May 17, 2012);

--'Assessing and Rating Bank Subordinated and Hybrid Securities' (Dec. 05, 2012).

Applicable Criteria and Related Research:

U.S. Banks: Rationalizing the Branch Network (Witness the Incredible Shrinking Branch Network)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=688330

U.S. Banks: Mortgage Representations and Warranties (Banks Increase Reserves; Uncertainty Remains)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684038

Global Financial Institutions Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686181

Risk Radar Update

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=699014

Rating FI Subsidiaries and Holding Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=679209

Treatment of Unrealized Losses in U.S. Bank Capital Rule Proposal (Pro-Cyclical Capital Policy to Create Greater Capital Volatility for Banks)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685638

Basel III: Return and Deleveraging Pressures

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=678273

Assessing and Rating Bank Subordinated and Hybrid Securities

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695542

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=794906

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Contacts

Fitch Ratings
Primary Analyst
Joseph Scott, +1-212-908-0624
Senior Director
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Justin Fuller, CFA, +1-312-368-2057
Director
or
Committee Chairperson
Nathan Flanders, +1-212-908-0827
Managing Director
or
Media Relations
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com

Sharing

Contacts

Fitch Ratings
Primary Analyst
Joseph Scott, +1-212-908-0624
Senior Director
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Justin Fuller, CFA, +1-312-368-2057
Director
or
Committee Chairperson
Nathan Flanders, +1-212-908-0827
Managing Director
or
Media Relations
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com