TEXT-Signum Vanguard's Series 2013-2 Assigned 'AAA' Rating

Tue Jan 15, 2013 12:24am EST

OVERVIEW

-- Signum Vanguard's series 2013-2 is a floating-rate transaction that collateral assets, a total return swap signed between the issuer and a counterparty, and any cash remaining after asset purchases initially secure.

-- We have assigned our 'AAA' rating to the transaction, reflecting our view of the credit quality of the transaction's parties, the transaction's structure, and other factors.

TOKYO (Standard & Poor's) Jan. 15, 2013--Nippon Standard & Poor's (NSP) has assigned its 'AAA' rating to Signum Vanguard Ltd.'s series 2013-2 transaction, due 2018.

Signum Vanguard is a special-purpose company that was established in the Cayman Islands. A total return swap (TRS) executed between Goldman Sachs Mitsui Marine Derivative Products L.P. (the "TRS Counterparty") and Signum Vanguard, collateral assets purchased under the terms of the TRS, and any cash assets remaining after the purchase initially secure the note issued under this transaction.

The credit quality of the note is linked to the credit quality of the TRS Counterparty. If a bankruptcy event occurred at either Goldman Sachs Group Inc. or Goldman Sachs Bank USA, the TRS would terminate and Signum Vanguard would enter into a repo agreement with Mitsui Sumitomo Insurance Co. Ltd. as the counterparty, with the repo agreement replacing the TRS.

Under the terms of the transaction, the investor has several rights and options, including, but not limited to, cancelling the TRS, or instructing the issuer to object to the asset purchase instruction that the TRS Counterparty provides. The execution of such rights or options may result in the transaction's exposure, in whole or in part, to the default risk and market risk of the collateral assets that the issuer holds. The rating does not address the transaction's risk following the exercise of such investor options.

The rating reflects our views primarily on the following:

-- The credit quality of the TRS Counterparty, rated 'AAA';

-- The cash flows from the TRS or repo agreement, which the issuer will use to make interest and principal payments on the note; and

-- The status of Signum Vanguard as a special-purpose, bankruptcy-remote entity.

RELATED CRITERIA AND RESEARCH

"Global Methodology For Rating Repackaged Securities," Oct. 16, 2012

"Japanese Structured Finance Scenario And Sensitivity Analysis: The Effects Of Major Macroeconomic Factors," April 6, 2012

"Principles Of Credit Ratings," Feb. 16, 2011

"European Legal Criteria For Structured Finance Transactions," Aug. 28, 2008

RATING ASSIGNED

Signum Vanguard Ltd.

Series 2013-2 JPY28 billion secured floating rate note due 2018

Rating Amount Coupon type O/C ratio Legal final maturity

AAA JPY28 bil. Floating rate 0.0% Jan. 15, 2018

The transaction closed on Jan. 15, 2013.

NOTES

The basic approach to calculating the overcollateralization (O/C) ratio is as follows:

1-(A+B)/(C-D-E)

A: the rated obligations and equally ranked obligations

B: prior obligations to the rated obligations

C: underlying assets (including cash)

D: liquidity reserves

E: obligations, except for senior, mezzanine, or subordinate obligations (seller's interest, etc.)

In the case of a master trust structure, the series base value should be applied.