11.12.2012 07:14
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Moody's assigns provisional rating to SBM handset ABS deal

JPY 15.0 billion of Senior Trust Certificates affected

Tokyo, December 11, 2012 -- Moody's SF Japan K.K. has assigned a provisional rating of Aaa (sf) to the Senior Trust Certificates of JPY 15.0 billion, backed by handset installment sales receivables, originated by SOFTBANK MOBILE Corp.

Moody's SF Japan K.K. is a registered credit rating agency under the Financial Instrument and Exchange Act but not a Nationally Recognized Statistical Rating Organization ("NRSRO"). Therefore, the credit ratings assigned by Moody's SF Japan K.K. are Registered Credit Ratings to the FSA but are not NRSRO Credit Ratings.

The ratings address the expected loss posed to investors by the final maturity date. The structure allows for timely payments of dividends (in scheduled amounts, on scheduled payment dates), and the ultimate payment of the principal by the final maturity date.

Moody's issues provisional ratings in advance of the final sale of securities. These ratings, however, represent Moody's preliminary credit opinions only. Upon a conclusive review of the transaction and associated documentation, Moody's will endeavor to assign definitive ratings to the securities. Definitive ratings may differ from provisional ratings. The provisional rating is based on information received as of December 10, 2012.

The complete rating action is as follows:

Deal Name: SBM Handset Installment Sales Receivables Securitization 2012-12

Class: Senior Beneficial Interests

Rating: (P)Aaa (sf)

Scheduled Issue Amount: JPY 15.0 billion

Scheduled Dividend Rate: Floating

Payment Frequency: Monthly

Scheduled Entrustment Date: December 21, 2012

Scheduled Transfer Date of Senior Trust Certificates: December 27, 2012

Scheduled First Payment Date for Principal & Dividends for Senior Trust Certificates: April 4, 2013

Final Maturity Date: July 4, 2017

Underlying Asset: Handset Installment Sales Receivables

Total Amount of Underlying Asset: JPY19,400,048,800 (as of end of October 2012)

Seller (Originator/Initial Servicer): SOFTBANK MOBILE Corp. ("SBM")

Trustee: Mizuho Trust & Banking Co., Ltd. ("Mizuho Trust")

Back-up Servicer: Japan Collection Service Co., Ltd.

Cap Provider: Tokio Marine Financial Solutions Ltd. (Aa3)

Arranger: Mitsubishi UFJ Trust and Banking Corporation

Arranger/Program Manager: Mizuho Corporate Bank, Ltd.

RATINGS RATIONALE

The Seller will entrust a pool of installment sales receivables and cash to the Asset Trustee, and will, in turn, receive the Senior Trust Certificates, the Class A through C Seller Trust Certificates, and the Subordinated Trust Certificates.

Entrustment of the receivables will be perfected against third parties under the Perfection Law (the Law Prescribing Exceptions, Etc. to the Civil Code Requirement for Setting Up Against a Third Party to an Assignment of Claims and Chattels). Perfection against obligors will not be made unless certain events occur.

The Seller will hold the Class A through C Seller Trust Certificates and the Subordinated Trust Certificates, but will transfer the Senior Trust Certificates to Investors.

The transfer of the Senior Trust Certificates will be perfected against the relevant obligors and third parties by obtaining the Trustee's approval in writing with a certified date under Article 94 of Japan's Trust Law.

The Asset Trustee will enter into an interest-rate cap agreement with a cap provider to hedge its interest-rate risk.

Credit enhancement is provided by the senior/subordinated structure. Subordination comprises approximately 18.4% of the initial principal balance of the Senior Trust Certificates and the Subordinated Trust Certificates.

The Senior Trust Certificates and the Subordinated Trust Certificates will be redeemed in a monthly amortization. The Subordinated Trust Certificates will be redeemed to the extent that certain conditions are met.

Defaulted receivables in the underlying pool will be used as payment in kind for dividends on the Subordinated Trust Certificates. The purpose is payment of redemptions to the Subordinated Trust Certificates.

At the same time, cash -- equivalent to the principal balance of the defaulted receivables -- will be transferred from the interest collection account to the principal collection account, and the outstanding amount of the Subordinated Trust Certificates will be increased by the same amount (default trapping mechanism).

If any early amortization events occur, the dividend and principal waterfall to the Subordinated Trust Certificates will be suspended, and collections -- after the payment of cost and dividends -- will be used to redeem the Senior Trust Certificates.

Key early amortization events include the occurrence of a tax event or asset performance triggers being reached.

In preparation for Servicer replacement, liquidity will be provided in the form of a cash reserve at closing. If any Servicer replacement preparation events occur, additional enhancement will be provided. And if any Servicer replacement events occur, the Asset Trustee can dismiss the servicer. A Back-up Servicer will be appointed at closing.

Commingling risk is covered by the advance payment of collections from the underlying assets and Subordinated Trust Certificates.

The rating is based mainly on the strength of the transaction structure, the credit of the receivables, and the Servicer's experience.

The assets are handset installment sales receivables originated by SBM. They are diversified because the obligors are consumers and the average outstanding amount (per obligor) is low at approximately JPY50,000.

Moody's estimated the annualized expected default rate of the underlying assets at approximately 1.6%, taking into consideration the receivables' attributes, historical data on the seller's entire pool, performance data on existing securitization pools, and trends in telecommunications charges. (The expected default rate is based on the default definition used in Moody's analysis and may not be comparable to other rates.)

To determine the rating, Moody's also conducted a cash flow analysis by adding stress consistent with the assigned rating on parameters, such as the expected default rate.

Moody's assumes that, given the structure of the transaction and other factors, the risk of interruption to the cash flow from the assets -- in the event of the Seller's or the Asset Trustee's bankruptcy -- is sufficiently minimized to achieve the rating assigned.

Moody's considers the Seller is sufficiently capable of servicing the underlying pool, as SBM has substantial experience as an Initial Servicer in the mobile telecommunications carrier industry.

The principal methodology used in these ratings was "Moody's Approach to Rating Japanese Installment Sales Loan Receivables ABS," published on September 30, 2010, and available on www.moodys.co.jp.

Moody's did not receive or take into account any third-party due diligence reports on the underlying assets or financial instruments in this transaction.

The V Score for this transaction is Low/Medium. The originator has been issuing handset installment sales receivables ABS since June 2007. Moody's conducted its analysis using data for past transactions, and its entire portfolio. Moody's also used performance data for the collection of telecommunications charges. In this area, there is more data available -- on a historical basis -- than that for handset installment sales receivables.

Moody's V Scores provide a relative assessment of the quality of available credit information and the potential variability of various inputs in a rating determination. The V Score ranks transactions by the potential for significant rating changes owing to uncertainty about the assumptions due to data quality, historical performance, the level of disclosure, transaction complexity, modeling, and the transaction governance that underlie the ratings. V Scores apply to the entire transaction, not to individual tranches.

If the transaction default rate used in determining the initial rating were changed to 4.7% or 6.2%, the model output for the rated class in these two scenarios would be zero notches down (Aaa) for a 4.7% default rate, and one notch down (Aa1) for a 6.2% default rate (the "parameter sensitivities"). Parameter sensitivities are not intended to measure how the rating of the security might migrate over time; rather, they are designed to provide a quantitative calculation of how the initial rating might change if key input parameters used in the initial rating process differed. The analysis assumes that the deal has not aged, and does not factor structural features such as sequential payment effect. Parameter sensitivities reflect only the ratings impact of each scenario from a quantitative/model-indicated standpoint. Qualitative factors are also taken into consideration in the ratings process, so the actual ratings that would be assigned in each case could vary from the information presented in the parameter sensitivity analysis.

The rating implementation guidance, "Updated Report on V Scores and Parameter Sensitivities for Structured Finance Securities," published on September 30, 2010, is available on www.moodys.co.jp.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For an explanation of the (sf) indicator, please see "Moody's Structured Finance Rating Scale" on www.moodys.com.

The principal information used to prepare the credit rating comprised historical data, attribution data, and contracts.

Information sources used to prepare the credit rating are the following: parties involved in the ratings (the Arrangers and Originator); public information; and confidential and proprietary Moody's information.

Measures taken to ensure the quality of this information include representations and warranties.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's encouraged rating-related entities to disclose any information that may be pertinent to this transaction, including items described in "Information Considered Important in Evaluating the Appropriateness of a Credit Rating" on www.moodys.co.jp, or to take other measures to enable third parties to verify the appropriateness of the credit rating.

Rating-related entities have responded to us that they will not disclose information pertinent to this transaction to third parties. However, the Arrangers and the Trustee shared the information pertinent to this transaction.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Credit ratings are Moody's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. Moody's defines credit risk as the risk that an entity may not meet its contractual, financial obligations as they come due and any estimated financial loss in the event of default. Credit ratings do not address any other risk, including but not limited to: liquidity risk, market value risk, or price volatility. Credit ratings do not constitute investment or financial advice, and credit ratings are not recommendations to purchase, sell, or hold particular securities. No warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such rating or other opinion or information is given or made by Moody's in any form or manner whatsoever. The credit risk of an issuer or its obligations is assessed based on information received from the issuer or from public sources. Moody's may change the rating when it deems necessary. Moody's may also withdraw the rating due to insufficient information, or for other reasons.

Moody's SF Japan K.K. is a credit rating agency registered with the Japan Financial Services Agency and its registration number is FSA Commissioner (Ratings) No. 3. The Financial Services Agency has not imposed any supervisory measures on Moody's SF Japan K.K. in the past year.

Please see ratings tab on the issuer/entity page on the Moody's website for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on the Moody's website for further information.

Please see the Credit Policy page on the Moody's website for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

Yusuke Minaki Analyst Structured Finance Group Moody's SF Japan K.K. Atago Green Hills Mori Tower 20fl 2-5-1 Atago, Minato-ku Tokyo 105-6220 Japan JOURNALISTS: (03) 5408-4220 SUBSCRIBERS: (03) 5408-4210 Yusuke Seki Associate Managing Director Structured Finance Group JOURNALISTS: (03) 5408-4220 SUBSCRIBERS: (03) 5408-4210 Releasing Office: Moody's SF Japan K.K. Atago Green Hills Mori Tower 20fl 2-5-1 Atago, Minato-ku Tokyo 105-6220 Japan JOURNALISTS: (03) 5408-4220 SUBSCRIBERS: (03) 5408-4210 Copyright 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ARE MOODY'S SF JAPAN K.K.'S ("MSFJ") CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MSFJ DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MSFJ ISSUES ITS CREDIT RATINGS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information.

The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER.

MSFJ is a wholly-owned credit rating agency subsidiary of Moody's Japan K. K.("MJKK"). MJKK is wholly-owned by Moody's Group Japan G. K., which is wholly-owned by Moody's Overseas Holdings Inc., a wholly-owned subsidiary of Moody's Corporation(MCO). MSFJ is not a Nationally Recognized Statistical Rating Organization("NRSRO"). Therefore credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MSFJ is a credit rating agency registered with the Japan Financial Services Agency and its registration number is FSA Commissioner (Ratings) No. 3.

MSFJ hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MSFJ have, prior to assignment of any rating, agreed to pay to MSFJ for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000. MCO and MSFJ also maintain policies and procedures to address the independence of MSFJ's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MSFJ and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Shareholder Relations - Corporate Governance - Director and Shareholder Affiliation Policy."

Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY'S that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001.

This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.

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