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WAVE 2019-1 LLC/WAVE 2019-1 Ltd Presale: WAVE 2019-1 LLC/WAVE 2019-1 Ltd. September 25, 2019 PRIMARY CREDIT ANALYST Preliminary Ratings Rajesh Subramanian Centennial Preliminary amount (mil. Assumed coupon Legal final maturity (1) 303-721-4241 Series Preliminary rating $) (%) LTV (%)(ii) date rajesh.subramanian A A (sf) 555.531 3.825 71.2 Sept 2044 @spglobal.com B BBB (sf) 81.696 4.875 81.6 Sept 2044 SECONDARY CONTACTS C BB (sf) 40.848 7.000 86.9 Sept 2044 Belinda Ghetti New York Note: This presale report is based on information as of Sept. 23, 2019. The ratings shown are preliminary. Subsequent information may result in (1) 212-438-1595 the assignment of final ratings that differ from the preliminary ratings. Accordingly, the preliminary ratings should not be construed as evidence of final ratings. This report does not constitute a recommendation to buy, hold, or sell securities. (ii)Note amount divided by the lower belinda.ghetti of the mean and median of three appraisers' half-life base values and half-life current market values. LTV--Loan-to-value ratio. @spglobal.com Maxym Rumyantsev New York + 1 (212) 438 0302 Transaction Overview maxym.rumyantsev @spglobal.com WAVE 2019-1 LLC is a newly established Delaware limited liability company. WAVE 2019-1 LLC CORPORATE & GOVERNMENT CREDIT and the co-issuer, Wave 2019-1 Ltd., will issue the series A, B, and C fixed-rate notes under an ANALYST indenture and use the proceeds from it to acquire 23 aircraft. Betsy R Snyder, CFA The portfolio comprises exclusively narrow-body passenger planes (nine A320-200, one New York A320-200NEO, seven A321-200, and six 737-800). The 23 assets are currently leased to 17 airlines (1) 212-438-7811 in 13 countries worldwide. They have a weighted average age of approximately 4.5 years and a betsy.snyder @spglobal.com remaining average lease term of approximately 6.3 years. Wings Capital Partners LLC (Wings), along with certain affiliates, will act as sellers, and Wings will act as servicer along with Wings ANALYTICAL MANAGER Capital Partners Aviation Ireland Ltd. Kate R Scanlin New York This transaction is mostly collateralized by young aircraft, but also includes some mid-life aircraft. (1) 212-438-2002 We believe the servicers have demonstrated core competencies in managing this portfolio. kate.scanlin @spglobal.com The series A and B notes' scheduled principal payments follow a straight-line 14-years-to-zero amortization profile. The series C notes' scheduled principal payment follows a straight-line RESEARCH ASSISTANT eight-years-to-zero amortization profile. Peter J Lorbiecki Centennial This transaction has an expected final payment date eight years after closing, after which the series A and B notes' amortization will be full turbo after scheduled principal payments. This is slightly longer than most recently rated transactions, which have an expected final payment date after seven years. www.standardandpoors.com September 25, 2019 1 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2306803 on the last page. Presale: WAVE 2019-1 LLC/WAVE 2019-1 Ltd. Profile Expected closing date October 2019. Issuer WAVE 2019-1 LLC. Co-issuer Wave 2019-1 Ltd. Collateral The 23 aircraft and the related leases, and shares or beneficial interests in entities that directly and indirectly receive aircraft portfolio lease rental and residual cash flows, among others. Seller Wings Capital Partners LLC and certain affiliates. Servicers Wings Capital Partners LLC and Wings Capital Partners Aviation Ireland Ltd. Managing agent Canyon Financial Services Ltd. Global coordinator and lead Goldman Sachs & Co. LLC. structuring agent Joint structuring agent Crédit Agricole Securities (USA) Inc. Lead bookrunner Goldman Sachs & Co. LLC. Joint lead bookrunners Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., and Crédit Agricole Securities (USA) Inc. Passive bookrunners Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, and BNP Paribas. Liquidity facility provider Crédit Agricole Corporate And Investment Bank. Trustee, security trustee, and UMB Bank N.A. operating bank Rationale The preliminary ratings assigned to WAVE 2019-1's $678.08 million fixed-rate series A, B, and C notes reflect: - The likelihood of timely interest on the series A notes (excluding the step-up amount) on each payment date, the timely interest on the series B notes (excluding the step-up amount) when they are the senior-most notes outstanding on each payment date, and ultimate interest and principal payments made to the series A, B, and C notes on the legal final maturity in our rating stress scenario. - The 71.17% loan-to-value (LTV) ratio on the series A notes, the 81.64% LTV ratio on the series B notes, and the 86.87% LTV ratio on the series C notes. The LTV ratios are based on the S&P Global Ratings-adjusted lower of the mean and median [LMM] of the three half-life base values and the three half-life current market values. - The aircraft collateral's quality and lease rental and residual value generating capability. The portfolio comprises 23 planes currently leased to 17 airlines worldwide, with a weighted average age of approximately 4.5 years and remaining average lease term of approximately 6.3 years. - Many of the initial lessees' low credit quality, with 91% (by aircraft value) domiciled in emerging markets. Our view of the lessee credit quality, country risk, lessee concentration, and country concentration is reflected in our lessee default rate assumptions. - A revolving credit facility that equals nine months of interest on the series A and B notes. www.standardandpoors.com September 25, 2019 2 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2306803 on the last page. Presale: WAVE 2019-1 LLC/WAVE 2019-1 Ltd. - Alton Aviation Consultancy LLC's (Alton's) maintenance analysis as of Aug. 31, 2019. - That the senior maintenance reserve required amount and junior reserve required amount indicate a target balance of the higher of $1 million (or the sum of the outstanding principal balance of the series A and series B notes if less than $1 million), and the sum of forward-looking maintenance expenses (for more details see the Maintenance Cash Flow Assumptions section). The maintenance reserve account will be funded at $1.40 million at closing. The excess maintenance amounts over the required amount will be transferred to the payment waterfall. - The senior indemnification, which is capped at $10 million and is modeled to occur in the first 12 months. - The junior indemnification, which is uncapped and is subordinated to the rated series' principal payment. - The servicers for the transaction are Wings and Wings Capital Partners Aviation Ireland Ltd., which are affiliated aircraft leasing companies. Their in-house aircraft asset and aviation finance teams are experienced in managing new and mid-life aircraft assets. Transaction Strengths The transaction's strengths include: - Many of the aircraft in the portfolio are young and among the most popular commercial jets in the current aviation market. The aircraft in the portfolio tend to have strong liquidity and their popularity makes them relatively easier to be leased out. - The transaction has performance triggers, including the aircraft utilization rate (75%) and debt service coverage ratios (DSCRs) (1.15x for the cash sweep and 1.20x for the cash trap), to speed up the series A and B notes' principal amortization or retain available cash if the trigger tests fail. - The transaction has a maintenance reserve mechanism that has a forward-looking feature. - The transaction has a liquidity facility that covers nine months' scheduled interest on the series A and B notes. - Many lessees in the portfolio are domiciled in regions where the commercial aviation market has evolved rapidly during the past few years and has good long-term growth prospects. Transaction Weaknesses The transaction's weaknesses are: - Cyclical demand, aircraft lease rates, and customer airlines' frequent weak credit quality are inherent risks in the aircraft leasing business. - Some of the aircraft are mid-life aircraft, though all are in-production models. Older in-production aircraft typically require heavier maintenance than younger in-production aircraft. - Many of the lessees have low credit quality, which is not uncommon in aircraft securitizations. Many airlines do not have access to capital and thus turn to aircraft lessors as a means of acquiring them. Usually older and less popular aircraft are more likely to be leased to weaker www.standardandpoors.com September 25, 2019 3 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2306803 on the last page. Presale: WAVE 2019-1 LLC/WAVE 2019-1 Ltd. airlines. - Interjet is the largest lessee in the portfolio with 11% exposure. It has recently come under financial stress following an order to start paying off significant sums in back taxes. - Many of the underlying assets in the portfolio are owned by pre-existing entities. A potential liability claim arising from the pre-existing aircraft-owning entities' (AOEs') prior activities could negatively affect this transaction. - At closing, instead of transferring them to the issuers, the seller will keep all of the security deposits that the lessees have paid under the initial leases. However, the issuers are responsible for re-paying the security deposits (which they didn't get at closing) to non-defaulted lessees at the initial lease maturity. If a lessee were to default, the issuers would not have any security deposit to mitigate the defaulted lease payment. Mitigating Factors The following factors partially mitigate the transaction's weaknesses: - Our cash flow assumptions consider the lessee portfolio concentration, the lessees' credit quality, and the aircraft or engine model concentration.
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