Fitch to Rate Jefferson Mill CLO Ltd./LLC; Issues Presale

Fitch Ratings expects to assign the following ratings to Jefferson Mill CLO Ltd./LLC:

--$2,000,000 class X notes 'AAAsf'; Outlook Stable;

--$231,000,000 class A-1 notes 'AAAsf'; Outlook Stable;

--$25,000,000 class A-2 notes 'AAAsf'; Outlook Stable.

Fitch does not expect to rate the class B-1, B-2, C, D, E or F notes or the subordinated notes.

TRANSACTION SUMMARY

Jefferson Mill CLO Ltd. (the issuer) and Jefferson Mill CLO LLC (the co-issuer) comprise an arbitrage cash flow collateralized loan obligation (CLO) that will be managed by Shenkman Capital Management, Inc. (Shenkman). Net proceeds from the issuance of the secured and subordinated notes will be used to purchase a portfolio of approximately $400 million of primarily senior secured leveraged loans. The CLO will have an approximately five-year reinvestment period and three-year non-call period.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) of 36.0% for the class A-1 and A-2 notes (collectively, class A notes), in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in an 'AAAsf' stress scenario. The degree of CE available to class A notes is lower than the average CE of recent CLO issuances; however, cash flow modeling indicates performance in line with other 'AAAsf' CLO notes.

'B+/B' Asset Quality: The average credit quality of the indicative portfolio is 'B+/B', which is comparable to recent CLOs. Issuers rated in the 'B' rating category denote a highly speculative credit quality; however, in Fitch's opinion, class X and A notes are unlikely to be affected by the foreseeable level of defaults. Class X and A notes are projected to be able to withstand default rates of up to 87.1% and 62.9%, respectively.

Strong Recovery Expectations: The indicative portfolio contains 95.7% first-lien senior-secured loans. Approximately 91.9% of the indicative portfolio has either strong recovery prospects or a Fitch-assigned Recovery Rating of 'RR2' or higher, resulting in a base case recovery assumption of 76.2%. In determining the rating of the class X and A notes, Fitch stressed the indicative portfolio by assuming a higher portfolio concentration of assets with lower recovery prospects and further reduced recovery assumptions for higher rating stress assumptions. The analysis of the class X and A notes assumed a 36.0% recovery rate in Fitch's 'AAAsf' scenario.

RATING SENSITIVITIES

Fitch evaluated the structure's sensitivity to the potential variability of key model assumptions, including decreases in recovery rates and increases in default rates or correlation. Fitch expects the class X, A-1 and A-2 notes to remain investment grade even under the most extreme sensitivity scenarios. Results under these sensitivity scenarios were 'AAAsf' for the class X notes and ranged between 'A+sf' and 'AAAsf' for the class A-1 and A-2 notes.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation to this rating action.

The presale report is available to investors on Fitch's web site at www.fitchratings.com. For more information about Fitch's comprehensive subscription service FitchResearch, which includes all presale reports, surveillance and credit reports on more than 20 asset classes, contact product sales at +1-212-908-0800 or at 'webmaster@fitchratings.com'.

Additional information is available at www.fitchratings.com.

Sources of Information:

The expected ratings are based on information provided to Fitch as of June 30, 2015. Sources of information used to assess these ratings were provided by the arranger (Merrill Lynch, Pierce, Fenner & Smith Incorporated) and the public domain. Key Rating Drivers and Rating Sensitivities are further described in the accompanying presale report.

Jefferson Mill CLO Ltd./LLC

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=867147

Applicable Criteria

Counterparty Criteria for Structured Finance and Covered Bonds (pub. 14 May 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=744158

Criteria for Interest Rate Stresses in Structured Finance Transactions and Covered Bonds (pub. 19 Dec 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=838868

Global Rating Criteria for Corporate CDOs (pub. 25 Jul 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=753057

Global Structured Finance Rating Criteria (pub. 31 Mar 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=864268

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=987220

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=987220

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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