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Kai-Ling Chang, Lisa Singman
28 giu 2024
Moody's Ratings assigns a Prime-1 (sf) rating to Digital Commercial Paper issued by Great Bridge Capital Company, LLC
The Prime-1 (sf) rating of the DCP issued by Great Bridge is based on, among other factors, (i) the underlying collateral, which consists of US Treasury securities ("securities") that are maturity matched to the DCP; (ii) structural features aimed at protecting the bankruptcy remote nature of Great Bridge, (iii) the experience and capabilities of Guggenheim Treasury Services, LLC ("GTS") as the program manager to ensure that all the operational functions of Great Bridge are accurately performed, including the monitoring of all outstanding DCP, and (iv) our assessment of Zeconomy's digital technology.
Great Bridge is a fully supported asset-backed commercial paper program sponsored and managed by GTS, an indirect wholly owned subsidiary of Guggenheim Capital, LLC. Great Bridge's DCP will be issued through a blockchain provided by Zeconomy using the Ethereum 2.0 decentralized global software platform.
Great Bridge will issue a single tranche of US-denominated notes with a tenor of no more than 365 days. DCP may be issued at a discount only.
Great Bridge will issue DCP to qualified investors and use the proceeds to purchase securities. The cashflows to and from the investors and securities purchased will be made off-chain in US dollars. Securities will mature on the same day as the related DCP and will be held in an account with US Bank Trust Company, National Association ("US Bank").
Liquidity and Credit Support of Great Bridge
DCP will be fully supported through the cashflows from the securities. All cashflows will be done off-chain in US dollars. Securities are highly-rated and mature on the same day as the related DCP. Therefore, there is no need for third-party liquidity to provide timely repayment of DCP.
Bankruptcy Remoteness
Great Bridge is structured to be a bankruptcy remote special purpose entity ("SPE). The purpose of the SPE is limited to only those activities contemplated in the program documents and the assets and liabilities of the SPE are kept separate from those of its affiliates. Great Bridge is a limited liability company formed under the laws of Delaware and owned by The Liberty Hampshire Company.
Operational Functions of Great Bridge
GTS plays a major role in the operational functions of Great Bridge and will be responsible for determining the securities to be purchased and monitoring all outstanding securities. Additionally, GTS will be maintaining a record of all DCP holdings off-chain.
North Capital Private Securities Corporation as the placement administrator will provide services for qualified investor verification.
US Bank as the collateral agent will hold securities in an account which investors have a security interest in. US Bank will also notify GTS of all incoming funds from investors prior to DCP settlement and securities purchased.
Zeconomy's Blockchain Technology
We assessed Great Bridge's program and the issuance of DCP through Zeconomy based on four main risk categories: platform risk, smart contract risk, asset representation risk, and external risk, and we view the risks to be limited or mitigated.
Zeconomy's solution is built upon the Ethereum 2.0 public blockchain. Ethereum 2.0 is the largest public Ethereum blockchain and uses a Proof of Stake consensus algorithm. Among all the public blockchains, Ethereum appears to be one of the reliable public blockchains.
Zeconomy controls access to the platform itself, and its onboarding checks mitigate the risk of unauthorized access to the application. The loss of the Zeconomy platform itself would not have any impact on the ability of GTS to identify the investors and make the payments. This is because GTS will be maintaining a mirror record of all DCP information off-chain and all cashflows, including repayment of DCP, is happening off-chain.
Zeconomy develops the code of smart contracts following established software development standards and any changes are first approved by GTS and tested on the testnet before deployed on the mainnet. Zeconomy is also employing a leading smart contract auditor to audit the smart contracts whenever there is a significant change in their code. Also, no party other than Zeconomy and GTS will be able to execute the contracts. If Zeconomy's application were to fail, GTS would still have access to the underlying smart contracts and the functionalities meant to execute them.
DCP issuance takes place under NY State law. All counterparties, including US Bank and the clearing house, are well-regulated entities. We do not expect any adverse changes to the long-settled laws governing the legal and oversight governing issuance and the parties involved in the arrangements.
External risk can be broken down into cyber risk and third party risk. Cyber risk is limited since all cashflows are processed off-chain and DCP has no value outside of Zeconomy's platform. Third-party risk is limited since Zeconomy utilizes well-known technologies for data backup, user interface design, software deployment and designing the blockchain.
Parties to the Program
Guggenheim Treasury Services, LLC acts as the sponsor and manager of Great Bridge.
U.S. Bank Trust Company, National Association acts as collateral agent and has a Counterparty Risk assessment of A1(cr)/Prime-1(cr).
North Capital Private Securities Corporation act as the placement administrator.
To read about principal methodology, regulatory disclosures, and details of the original press release, please visit Moody's Ratings.