Fitch Rates NewStar Commercial Loan Funding 2015-1 LLC

CHICAGO--()--Fitch Ratings assigns the following ratings and Rating Outlooks to NewStar Commercial Loan Funding 2015-1 LLC:

--$253,500,000 class A-1 notes 'AAAsf'; Outlook Stable;

--$35,000,000 class A-2 notes 'AAAsf'; Outlook Stable.

Fitch does not rate the class B, C, or D notes, or the membership interests.

TRANSACTION SUMMARY

NewStar Commercial Loan Funding 2015-1 LLC (the issuer) is a middle-market (MM) collateralized loan obligation (CLO) that will be managed by NewStar Financial, Inc. (NewStar). Net proceeds from the issuance of the secured notes and membership interests will be used to purchase a portfolio of $500 million of MM loans. The CLO will have a four-year reinvestment period and a two-year noncall period.

RATING RATIONALE

Fitch's analysis focuses primarily on a series of Fitch stressed portfolios constructed in accordance with the composition of the Fitch test matrix. The stressed portfolio at each matrix point accounts for many of the worst-case portfolio concentrations permitted by the indenture. Cash flow modeling of the Fitch stressed portfolios indicates performance in-line with the assigned ratings for each class in Fitch's standard cash flow scenarios.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) of 42.3% for class A-1 and class A-2 (collectively, class A) notes, in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in an 'AAAsf' stress scenario. CE is significantly higher than the levels typically seen on broadly syndicated CLOs.

'B/B-' Asset Quality: Fitch expects the credit quality of the underlying obligors to primarily fall in the 'B/B-' range. Fitch's base case analysis centered on a portfolio with a weighted average rating factor (WARF) of 43, in accordance with the initial expected matrix point. The analysis on such portfolio, in addition to analysis on the other permitted matrix points, indicated the class A notes demonstrate cash flow performance in line with other 'AAAsf' CLO notes. In the base case analysis, class A notes are projected to withstand default rates of up to 75.4%.

Strong Recovery Expectations: The transaction requires a minimum of 90% of the portfolio to consist of senior secured loans, cash and eligible investments, while portfolio management is governed in part by a Fitch weighted average recovery rate (WARR) test. In its base case analysis of the class A notes, Fitch modified the WARR of the portfolio to reach the base case minimum trigger of 71.5%, and further reduced recovery assumptions for higher rating stress scenarios. The base case analysis of class A notes assumed a 37.1% recovery rate in Fitch's 'AAAsf' scenario.

COUNTERPARTY CRITERIA APPLICATION

Provisions for the eligible investments to be purchased with intra-period interest and principal collections, as well as the rating requirements of the institutions at which the issuer's various bank accounts will be established, conform to Fitch's counterparty criteria for supporting note ratings of up to 'AAAsf'. Eligible investments are required to mature or be putable at par prior to the next payment date. Requirements for other counterparties, such as the trustee and the custodian, also conform to Fitch criteria.

Provisions for the concentration account, which will hold proceeds from underlying obligors for no more than two business days before being swept into the issuer's bank accounts, include rating triggers and remedial provisions that do not fully meet Fitch counterparty criteria expectations. Fitch criteria expect the institution maintaining such account to preserve ratings of at least 'A' and 'F1' and, upon downgrade below these levels, to be replaced with an institution meeting such ratings within 30 days. The concentration account documents feature replacement provisions that are triggered after a downgrade below 'F1', with no long-term rating provisions, and require replacement with another party rated at least 'F1', but not necessarily within a 30-day time frame.

Fitch logged an exception to its criteria in relation to the concentration account provisions. Fitch views the risk presented by the concentration account provisions as remote, and believes sufficient mitigants exist. The account is held at Wells Fargo Bank, N.A. (rated 'AA-/F1+'/Outlook Stable), and replacement provisions upon a rating downgrade are present, albeit not strictly in conformance with criteria expectations. Fitch notes that the account is expected to be swept daily and believes that the maximum exposure period of two business days is not likely to result in material risk to class A notes. Class A notes would benefit from other structural mechanisms in the event of the loss of funds held in this account (e.g. principal for interest and/or the availability of excess spread).

RATING SENSITIVITIES

Fitch evaluated the structure's sensitivity to the potential variability of key model assumptions, including decreases in recovery rates and increases in default rates or correlation. Fitch expects the class A notes to remain investment grade even under the most extreme sensitivity scenarios. Results under these sensitivity scenarios ranged between 'Asf' and 'AAAsf' for the class A notes.

The sources of information used to assess these ratings were provided by the arranger, Wells Fargo Securities, LLC, NewStar, and the public domain.

Key Rating Drivers and Rating Sensitivities are further described in the accompanying new issue report, which will be available shortly to investors on Fitch's website at 'www.fitchratings.com'.

For more information about Fitch's comprehensive subscription service FitchResearch, which includes all presale reports, surveillance and credit reports on more than 20 asset classes, contact product sales at +1-212-908-0800 or at 'webmaster@fitchratings.com'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria & Related Research:

--'Global Structured Finance Rating Criteria' (Aug. 4, 2014);

--'Global Rating Criteria for Corporate CDOs' (July 25, 2014);

--'Criteria for Interest Rate Stresses in Structured Finance Transactions and Covered Bonds' (Dec. 19, 2014);

--'Counterparty Criteria for Structured Finance and Covered Bonds' (May 14, 2014).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=754389

Global Rating Criteria for Corporate CDOs

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=753057

Criteria for Interest Rate Stresses in Structured Finance Transactions and Covered Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=838868

Counterparty Criteria for Structured Finance and Covered Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=744158

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=981663

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Contacts

Fitch Ratings
Primary Analyst
Robert Rhein
Director
+1 312-606-2314
Fitch Ratings, Inc.
70 West Madison Street
Chicago, IL 60602
or
Secondary Analyst
Joseph Farfsing
Associate Director
+1 312-368-3346
or
Committee Chairperson
Derek Miller
Senior Director
+1 312-368-2076
or
Media Relations:
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Robert Rhein
Director
+1 312-606-2314
Fitch Ratings, Inc.
70 West Madison Street
Chicago, IL 60602
or
Secondary Analyst
Joseph Farfsing
Associate Director
+1 312-368-3346
or
Committee Chairperson
Derek Miller
Senior Director
+1 312-368-2076
or
Media Relations:
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com