London, 26 November 2012 -- Moody's Investors Service has assigned the following definitive rating to bonds issued by VTB Capital Finance LLC
Issuer: VTB Capital Finance LLC
....Series 02: RUB 1.0 B Interest --Bearing Non-convertible Bearer Untranched Bonds with Index Linked Coupon Secured by Surety due 2013, Assigned Baa1 (sf)
The Bonds are issued by the VTB Capital Finance LLC, a non-bankruptcy remote limited liability company duly incorporated and registered as a legal entity in the Russian Federation. It is a subsidiary of the OAO (JSC) VTB Bank(the "Surety Provider"). The Surety Provider is the second-largest bank in Russia in terms of total assets and capital.
The Bonds benefit from an irrevocable, unconditional and validly existing Surety issued by the Surety Provider. Issuer delinquency that triggers claims under the Surety includes non timely payment of either the principal, fixed coupon or variable coupon.
The Series 02 is the third of 12 separate Series secured by the Surety from the Surety Provider on the conditions specified in the Decisions on Issue and in the Prospectus registered by Federal Financial Markets Service of Russian Federation on 28 December 2011.
The rating addresses the ability of the Issuer to fulfil its obligations according to the terms of the Bonds to pay (a) 100% of the principal par amount on the early redemption date (December 2013), (b) a fixed coupon amount on each coupon payment date prior to and including the early redemption date (December 2013), and (c) a potential additional coupon amount on the early redemption date (December 2013), which is based on a formula referring to the gold prices (GOLD-P.M.FIX). Because the calculation of the early redemption coupon is based on the future gold price, the variable coupon payment may vary.
The rating is based primarily on the support provided by the Surety Provider, and is directly linked to its Moody's senior unsecured debt rating. Accordingly, any change of such rating of the Surety Provider could cause a corresponding change to the rating of the Bonds.
The rating of the Bonds takes into account that: (1) the terms of the Bonds specify the senior and unsubordinated status of the Bonds, (2) the terms of the Bonds require the full return of the Bonds' principal and (3) the Bonds are being offered at par of the Bonds' principal amount.
Moody's mainly relied on the obligations, investigations, representations and warranties of the Surety Provider and the agents of the Issuer. No cash flow analysis or stress scenarios have been conducted as the rating was directly derived from the rating of the Surety Provider.
All the transactional documentation is governed by the Laws of the Russian Federation. The legality, validity and enforceability of the obligations undertaken by the Issuer and the Surety Provider (including irrevocability and conclusiveness of the Surety) were confirmed by the transaction legal opinions made available to Moody's.
The principal methodology used in this rating was Moody's Approach to Rating Repackaged Securities published in April 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.
Other Factors used in this rating are described in Moody's Revised Update on Rating Debt Obligations with Variable Promises published in July 2010.
The rating has been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.
Information sources used to prepare the rating are the following: parties involved in the ratings, and public information.
Moody's did not receive or take into account a third-party assessment on the due diligence performed regarding the underlying assets or financial instruments in this transaction.
Further information on the representations and warranties and enforcement mechanisms available to investors are available on http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF308232.
Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.
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Nadika JouyAsst Vice President - Analyst Structured Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Thorsten Klotz MD - Structured Finance Structured Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.
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