$600 Million Class A Floating-Rate Rental Car Asset-Backed Notes Series 2006-1
This presale report is based on information as of March 27, 2006. The ratings shown are preliminary. This report does not constitute a recommendation to buy, hold, or sell securities. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings.
Preliminary Rating As Of March 27, 2006
Class
Preliminary rating*
Preliminary amount (mil. $)
Recommended credit support (%)
A
AAA
600
N/A
*The rating of each class of securities is preliminary and subject to change at any time. N/A—Not applicable.
Profile
Expected closing date: March 28, 2006
Collateral: First-priority perfected security interest in all group IV vehicles (automobiles and light trucks used in the daily rental car business of the lessee and its eligible franchisees) and related certificates of title; all right, title, and interest under the master lease and the subleases with eligible franchisees; rights under the like-kind-exchange agreement and to any related unused funds on deposit therein; right, title, and interest under the vehicle repurchase and/or residual guarantee agreements; all payments under insurance policies covering the vehicles; right, title, and interest in the various transaction accounts and funds on deposit therein; the demand note; the series 2006 1 interest rate cap; and the series 2006 1 letter of credit (LOC).
Issuer and lessor: Rental Car Finance Corp.
Vehicle lessee and servicer: DTG Operations Inc.
Master servicer: Dollar Thrifty Automotive Group Inc.
Hedge providers: The Bank of Nova Scotia (AA-/Stable/A-1+), LaSalle Bank N.A. (A+/Stable/A-1), and Wells Fargo Bank N.A. (AA/Positive/A-1+).
Rationale
The preliminary rating assigned to Rental Car Finance Corp.'s class A floating-rate rental car asset-backed notes series 2006-1 reflects the note insurance guarantee policy issued by Ambac Assurance Corp. (Ambac; 'AAA' insurer financial enhancement rating). The insurance policy supports the timely payment of note interest and the ultimate payment of note principal on or before the legal final maturity dates. If the financial position of Ambac changes, the rating assigned to the notes may be adjusted accordingly.
Transaction Overview
The issuance of series 2006-1 represents the first series to share in the group IV collateral of the issuer.
Rental Car Finance, the lessor, purchases vehicles from manufacturers and leases those vehicles to DTG Operations Inc. and certain subsidiaries and affiliates (the lessees) for use in their fleets subject to the master motor vehicle lease and servicing agreement. The vehicles may be further subleased to certain eligible franchisees of the lessees for use in their respective rental car businesses, but DTG Operations remains the obligor under the master lease responsible for making all monthly lease payments regardless of the performance of the franchisees and sublessees. The leases comprising the group IV collateral will only include operating leases (true leases), where the title to the vehicles will be held by Rental Car Finance. The trustee is listed as lienholder on the titles. In the event DTG Operations files for bankruptcy, the vehicles would be subject to the automatic stay until the stay is lifted by the court. Standard & Poor's Ratings Services has factored the length of any such stay period into its liquidity and credit enhancement analysis.
The lessee is obligated in the master lease to make a monthly lease payment to the lessor that is sized to cover principal, interest, and carrying charges on the notes. The principal payments due on the notes are equal to the depreciation expense on the vehicles and any additional charges and casualty amounts that reduce the carrying value of the fleet. Dollar Thrifty Automotive Group Inc. guarantees these monthly lease payments from the lessees to the lessor.
Rental Car Finance will use the monthly interest and carrying charges component of the lease payment that it receives from the lessee to pay monthly interest due on the notes and any trust expenses. During the revolving and controlled amortization periods, principal collections from recoveries received by Rental Car Finance will first be used to maintain adequate credit support, with any excesses released to Rental Car Finance and made available to be loaned to Dollar Thrifty for general corporate purposes. Other principal collections received are made available to purchase new vehicles during the revolving period, or to pay down the notes during the controlled amortization period
Credit Enhancement
At the request of the bond insurer, Standard & Poor's sizes credit enhancement on series 2006-1 at the investment-grade level to cover interest and principal repayment on the notes, and other carrying charges, such as servicing and legal expenses. To determine the amount of credit enhancement that is sufficient for the repayment of the notes from the sale of the fleet of vehicles, Standard & Poor's determines the amount of depreciation on the vehicles and various miscellaneous charges that may be incurred during the assumed automatic-stay period associated with the bankruptcy of the rental car operator. Additionally, Standard & Poor's applies a haircut to the expected residual values to determine the stressed residual proceeds available to pay the notes upon the sale of the fleet. The amount of credit enhancement required in liquid form (for example, cash and LOCs) is a function of the amount of interest payable on the notes and transaction expenses due over the aforementioned stay period. Standard & Poor's reviews historical depreciation rates and residual values and stresses them to determine the amount of depreciation to be covered in a bankruptcy scenario. Under these stress assumptions, the interest expense on the notes is assumed to be at the maximum interest rate level dictated by the strike rate on the interest rate cap, during the entire stay period.
Vehicles are required to be enhanced according to any one of three distinct credit enhancement categories. Each category depends on the rating of the vehicle manufacturer, whether the vehicle is subject to a repurchase agreement (that is, whether it is a program vehicle), and whether certain maximum limits on certain risk buckets have been reached. The chart illustrates the contents of the three categories of the required credit enhancement. (Please note that the chart is not drawn to scale for the Rental Car Finance fleet; it is drawn to a scale designed for readability.)
Vehicles subject to repurchase agreements from 'BBB' and higher rated manufacturers belong to the lowest credit enhancement category. In addition, there is a 10% bucket in the lowest credit enhancement category for repurchase vehicles from 'BBB-' rated manufacturers. The middle credit enhancement category is for the repurchase vehicles from 'BBB-' rated manufacturers in excess of the 10% bucket from above, plus nonprogram vehicles from 'BBB-' and higher rated manufacturers and a bucket of up to 30% for vehicles manufactured by the non-top two speculative-grade manufacturers. The highest credit enhancement category is for vehicles manufactured by the non-top two speculative-grade manufacturers in excess of the 30% bucket from above, and the vehicles manufactured by the top two speculative-grade manufacturers.
The credit enhancement amount for the lowest category reflects the value provided by the program buy-back agreements with the relevant investment-grade manufacturers. The middle category assumes the related vehicles will be disposed of at auction, and are therefore subject to secondary market value risk during the liquidation period of the vehicles. The highest credit enhancement category also assumes secondary market risk, with added stress on residual values that can arise from a potential manufacturer bankruptcy and/or reduction in residual values associated with significant vehicle incentives offered by a weakened manufacturer seeking to maintain market share.
Credit support levels for the middle and highest credit enhancement categories are subject to mark-to-markets tests that require an increase in credit enhancement to the extent the carrying value of the fleet exceeds the published values in the NADA appraisal guide or the actual residual value realized on the sale of the vehicle.
Borrowing Base
The borrowing base for the series 2006-1 notes includes the net book value of all group IV vehicles, manufacturer receivables related to vehicle buy-back arrangements (except for speculative-grade manufacturers), receivables in conjunction with auction disposition of vehicles, accrued and unpaid monthly base rent, and cash and permitted investments.
Payment Structure
During the revolving period, interest and principal collections will be allocated to noteholders based on the series 2006-1 participation in the group IV assets, a floating allocation percentage. No principal is expected to be repaid to noteholders during the revolving period. Principal collections may be available to make principal payments on other amortizing group IV notes, and otherwise will be used to purchase additional group IV vehicles.
The controlled amortization period is scheduled to occur between December 2010 and May 2011, where monthly principal payments of $100 million are expected to be paid each month.
During a rapid amortization period, principal will be allocated to noteholders based on a fixed allocation percentage, which is the series 2006-1 participation in the group IV assets at the end of the revolving period. Principal will continue to be paid sequentially until all the notes are repaid in full. The legal final maturity for the series 2006-1 class A notes is May 2012. A rapid amortization is triggered by various amortization events. Amortization events include, among others:
An enhancement deficiency for the notes continues for more than five business days;
The minimum liquidity amount (in the form of LOCs and/or cash) for the notes is not maintained for a period of more than 30 days;
The LOC for the notes is not in full force and effect or the LOC provider is insolvent;
All principal and accrued interest for the notes is not paid in full on or before the expected final payment date;
The surety is drawn upon or the surety provider becomes insolvent;
A bankruptcy event occurs for Rental Car Finance, Dollar Thrifty, or a lessee;
An aggregate asset amount deficiency continues for more than five days;
Any lease is terminated for any reason;
A payment default occurs under a lease;
An interest payment default occurs on any note and lasts more than five business days, with noteholder vote; and
A principal payment default occurs on any note by its legal final maturity date and lasts more than five business days, with noteholder vote.
Dollar Thrifty Automotive Group Inc.
Dollar Thrifty, as master servicer, and DTG Operations, as servicer, will be responsible for selecting and arranging the purchase of vehicles, titling of the vehicles with the collateral agent noted as the first lienholder, and disposing of the vehicles upon the return of the vehicles by the lessee to the lessor. In addition, the servicer will be required to provide to the collateral agent periodic fleet reports identifying each purchased vehicle by vehicle identification number; the state in which the vehicle is titled; the location of the certificate of title; and whether it is a program or nonprogram vehicle and the terms of the related manufacturer program, etc.
Dollar Thrifty operates its rental fleet business through its wholly owned subsidiary, DTG Operations. This business comprises two brands: Dollar Rent A Car Inc. and Thrifty-Rent-A-Car System Inc., both subsidiaries of Dollar Thrifty. DTG Operations operates the company-run locations, leases the vehicles from Rental Car Finance, provides leasing to franchisees, and operates reservation centers for both of these brands.
Dollar Rent A Car's main focus is serving the airport vehicle rental market, which consists of business and leisure travelers. The majority of its locations are on or near airport facilities. At Dec. 31, 2005, Dollar Rent A Car had 105 company-owned and franchised in-terminal airport locations in the U.S. It operates primarily through company-owned stores in the U.S. and Canada, and it also licenses to independent franchisees that operate as a part of its brand system in the U.S., Canada, and abroad. As of Dec. 31, 2005, Dollar Rent A Car's vehicle rental system included 352 locations in the U.S. and Canada, consisting of 187 company-owned stores and 165 franchisee locations. Its total rental revenue generated by company-owned stores was $881 million for the year ended Dec. 31, 2005.
Historically, Thrifty-Rent-A-Car's main focus had been on franchising and franchise support services. However, in 2003, it began shifting to operating more company-owned stores by acquiring franchisee locations in key markets. Thrifty-Rent-A-Car's U.S. company-owned stores and its franchisees derive approximately 80% of their combined rental revenues from the airport market and approximately 20% from the local market. As of Dec. 31, 2005, its vehicle rental system included 500 rental locations in the U.S. and Canada, consisting of 318 franchisee locations and 182 company-owned stores. Its total rental revenue generated by company-owned stores was $514 million for the year ended Dec. 31, 2005.