New York, June 21, 2012 -- Moody's Investors Service assigned A3 and Baa3 ratings, respectively, to the Class A and Class B Pass Through Certificates, Series 2012-1 (the "Certificates") of the 2012-1 Pass Through Trusts that Doric Nimrod Air Finance Alpha Limited ("Doric Alpha") will establish. The outlook is stable.
The proceeds of the Certificates and equity from Doric Alpha's publicly listed parent, Doric Nimrod Air Two Limited, will fund the purchase by the Pass Through Trustees of the separate equipment notes ("Notes") to be issued by Doric Alpha for each of four new Airbus A380-861 aircraft to be delivered in 2012. Doric Alpha will lease each of the four aircraft to Emirates (not rated), an international airline based in the Emirate of Dubai, United Arab Emirates (UAE), under separate operating lease agreements with initial ten year terms that run to beyond the scheduled maturity date of the A-tranche Certificates. The monthly rentals due under the leases will be split into a U.S. dollar component, sized to meet the scheduled interest and principal payments of the Certificates, and a Sterling component, sized to cover Doric Alpha's administrative costs and stipulated dividend payments on its parent's publicly traded equity, over the full term of the Certificates.
Assignments:
..Issuer: Doric Nimrod Air Finance Alpha Limited
....Class A Senior Secured Enhanced Equipment Trust, Assigned A3
....Class B Senior Secured Enhanced Equipment Trust, Assigned Baa3
RATINGS RATIONALE
The ratings consider (i) the credit quality of the Lessee, Emirates; (ii) Moody's opinion of the collateral protection of the Notes; (iii) the applicability of the Cape Town Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (together "Cape Town"); (iv) the credit support provided by the liquidity facilities; and (v) certain favorable characteristics of the Notes, such as the cross-default and cross-collateralization of the related equipment notes. The ratings reflect Moody's opinion of the ability of the Pass Through Trustees to make timely payments of interest and the ultimate payment of principal on the respective final scheduled regular distribution dates for the A- and B-tranches of November 30, 2022 and May 30, 2019.
TRANSACTION STRUCTURE & TERMS
The structure and terms of the Certificates mirror those of the EETCs that U.S. airlines issue. However, since Emirates does not hold an air carrier operating certificate issued pursuant to U.S. law, Section 1110 of the U.S. Bankruptcy Code will not apply to the transaction. The operating leases will be subject to the laws of the United Kingdom, and the operating leases and equipment notes will be subject to Cape Town, which became part of UAE Federal Law, and thus part of the laws of the Emirate of Dubai, on August 1, 2008. The UAE adopted Cape Town in a manner that is intended to be favorable to creditors as it adopted Alternative A, the use of IDERAs (Irrevocable De-registration and Export Request Authorizations) and Choice of Law. However, there appears to be no record of enforcement of Cape Town in the UAE, leaving no case history from which to infer future outcomes if an enforcement of Cape Town was to be pursued for this transaction. Nevertheless, Moody's observes that Dubai law seems to support the rights of property owners, which implies that, under an event of default by Emirates, Doric Alpha, as owner of the aircraft, should be able to recover its aircraft. Moody's considers these factors in its ratings assignment.
Moody's also considered the Government of Dubai's approach to managing the restructuring of its other Decree Company, Dubai World and assumes that the Government of Dubai adopted Cape Town in good faith, such that the Trustee would be able to gain possession of the aircraft under an unexpected default by Emirates under the operating leases. In the case of the restructuring of Dubai World, the Government of Dubai modeled the resolution on U.S. bankruptcy and UK insolvency laws. Moody's approach to Cape Town in the UAE for this transaction should not be construed as a precedent for similar ratings treatment when considering ratings of new EETC issues by other non-U.S. airlines situated outside of the UAE.
Alternative A of Cape Town mirrors the terms of Section 1110 of the U.S. Bankruptcy Code, providing a 60-day period for the mortgagee/lessee of an aircraft to affirm its obligations under an aircraft financing or lease under a default scenario for such mortgagee/lessee. IDERAs are helpful to a secured party or an aircraft owner that seeks to repossess its aircraft collateral. The parties to an aircraft financing or lease transaction and the aviation authority of the country of the aircraft's registration execute an IDERA at the inception of the transaction. The IDERA is filed with the aviation authority, in this instance the Gulf Civil Aviation Authority (GCAA). The Choice of Law option provides the transaction parties the ability to agree on the law which will govern their contractual rights and obligations, in whole or in part. The Certificates and related financing documents will be governed by the laws of the State of New York, same as all other EETCs issued by US carriers. The operating leases will also be cross-defaulted, and Doric Alpha will pledge the operating leases and the related servicing agreements as part of the security package for the Certificates. Doric Alpha's parent equity interest in it will also be part of the security package for the benefit of the certificate holders. These additional elements of the collateral package will allow the Certificate holders to deal directly with Emirates under a default by Doric Alpha, and the exercise of rights in such collateral would not be subject to UAE or Dubai law.
Amounts due under the Certificates will be subordinated to any amounts due on the separate Class A and Class B Liquidity Facilities, which Natixis, S.A., acting through its New York Branch, will provide. The liquidity facilities will be sized to fund the next four semi-annual interest payments due on the respective tranches in the event of a default by Doric Alpha. Moody's believes that the additional six months of coverage of the liquidity facilities relative to that of Enhanced Equipment Trust Certificates (EETCs) issued by U.S. carriers should mitigate potential increases in default risk in the event of any delay in the enforcement of Cape Town as adopted by the UAE.
ROLE OF A380 AIRCRAFT FOR EMIRATES AIRLINES' BUSINESS
Doric Alpha will be purchasing the aircraft pursuant to an assignment of a purchase agreement between Emirates and Airbus. Emirates currently operates 21 A380s and has 69 of this model on firm order for delivery through 2017. The A380 is a mainstay of Emirates' fleet and is an important component of its growth strategy. With its large fleet, Emirates has the leading share of the Middle East market and is unique in that it is the only carrier of scale with an all wide-body fleet. Its Middle East location provides a strong hub from which it can connect passengers from one end of its network to the other, with only one stop-over at its Dubai hub. The long reach of the A380 as well as other aircraft in its fleet, such as the Boeing B777-300ER, also place many destinations within reach of its hub, which should support its growth in upcoming years. The aircraft in the Series 2012-1 financing will be some of the youngest A380s in Emirates' fleet for at least the next two years. Moody's assesses loan-to-values (LTVs) for EETC financings using its estimates of current market value, rather than based on the maintenance-adjusted base values which issuers disclose in their offering memorandums for EETC transactions. The peak LTVs on the A- and B-tranches according to the Offering Memorandum are 49.0% and 66.4%, respectively.
A380 VALUE CONSIDERATIONS
Moody's opinion of the value of the A380 is influenced by its belief that the A380 will be relatively less liquid than other aircraft that have larger operator bases and are able to be deployed on a multitude of routes. Moreover, the A380's large size and likely fewer routes on which it can be profitably operated could limit the aircraft's appeal to potential new operators, and thus constrain the growth of the global A380 fleet over time and thus its value. Additionally, only six of the 19 operators that have ordered the aircraft have selected the Engine Alliance GP7270 power plant, with Emirates representing 90 of the 127 aircraft with this engine type. Moody's believes that the current composition of the A380 operator base and fleet (including the order book) would leave relatively few potential purchasers or lessees of an Emirates A380 at full price since it is unlikely that an existing operator of Rolls Royce-powered A380s would choose to operate a mixed-engine fleet. The potentially significant cost of converting the interior of an A380 if an aircraft was moved to a new operator also weighs on Moody's view of the market value of the aircraft. With only four aircraft comprising the collateral, Moody's did not apply an LTV benefit for cross-collateralization.
WHAT COULD MOVE THE RATINGS UP/DOWN
Any combination of future changes in the underlying credit quality of Emirates, unexpected material changes in the value of the A380, and/or changes in the status or terms of the liquidity facilities or the credit quality of the liquidity provider could cause Moody's' to change its ratings of the Certificates.
The principal methodology used in rating Doric Nimrod Air Finance Alpha Limited was the Enhanced Equipment Trust And Equipment Trust Certificates Methodology published in December 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.
Doric Nimrod Air Finance Alpha Limited is a limited liability company incorporated under the laws of Guernsey, whose registered office is at Anson Place, Mill Court, La Charroterie, St. Peter Port, Guernsey GY1 1EJ, Channel Islands.
EMIRATES, is a Dubai Corporation incorporated by Decree No. 2 of 1985 (as amended) by the then Crown Prince and Deputy Ruler of Dubai, His Highness Sheikh Maktoum Bin Rashid al Maktoum, the address and principal place of business of which is at the Emirates Group Headquarters, P.O. Box 686, Dubai, United Arab Emirates.
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Jonathan Root VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653David G. Staples MD - Corporate Finance Corporate Finance Group Telephone: 00971 4237 9536 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.
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