Germany-Based DVB Bank Upgraded To 'AA-/A-1+' On Planned Integration Into DZ BANK; Outlook Negative

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Research Update:

Germany-Based DVB Bank Upgraded To 'AA-/A-1+'
On Planned Integration Into DZ BANK; Outlook
Negative
April 8, 2021

Overview
                                                                                                      PRIMARY CREDIT ANALYST
- Transport finance specialist DVB Bank has recently announced that it will be fully integrated       Cihan Duran, CFA
  into its parent, DZ BANK, through an upstream merger in 2022.                                       Frankfurt
                                                                                                      + 49 69 3399 9177
- We believe that its owner, DZ BANK, and ultimate parent, the Cooperative Banking Sector
                                                                                                      cihan.duran
  Germany, would support DVB Bank under any foreseeable circumstances, if needed.                     @spglobal.com

- We therefore raised the long- and short-term issuer credit ratings on DVB Bank to 'AA-/A-1+'        SECONDARY CONTACT
  from 'BBB/A-2'.                                                                                     Harm Semder
                                                                                                      Frankfurt
- The negative outlook on DVB Bank mirrors the outlook on the Cooperative Banking Sector
                                                                                                      + 49 693 399 9158
  Germany. We expect the ratings on DVB Bank to move in tandem with our assessment of the
                                                                                                      harm.semder
  sector's group credit profile.                                                                      @spglobal.com

Rating Action
On April 8, 2021, S&P Global Ratings raised its long-term issuer credit rating on transport finance
bank DVB Bank SE (DVB) to 'AA-' from 'BBB' and the short-term rating to 'A-1+' from 'A-2'. The
outlook is negative.

At the same time, we raised our issue ratings on the bank's senior non-preferred debt to 'A+' from
'BBB-', and on its non-deferrable subordinated debt to 'A' from 'BB+'.

Rationale
The announced upstream merger of DVB into DZ BANK markedly supports DVB's
creditworthiness. The upgrade follows our review of DVB's group status to its sole owner DZ
BANK and its ultimate parent, the Cooperative Banking Sector Germany. In the past two years, DZ
BANK had actively considered divestment as one of the potential strategic options for DVB.

www.spglobal.com/ratingsdirect                                                                                            April 8, 2021   1
Research Update: Germany-Based DVB Bank Upgraded To 'AA-/A-1+' On Planned Integration Into DZ BANK; Outlook Negative

However, on April 1, 2021, DVB and DZ BANK publicly announced their intention to fully integrate
DVB into DZ BANK in 2022. We think DVB's successful run-down of a majority of its shipping and
offshore loan portfolio, as well as its two important asset sales in 2019, have significantly reduced
the complexity of the bank and now facilitates integration into its parent. The planned upstream
merger also materially reduces the likelihood of a potential sale to a non-strategic less-supportive
shareholder or another third-party, in our view.

Upcoming integration increases likelihood of extraordinary group support. Our base-case
scenario now reflects the integration into DZ BANK once all relevant legislative and organizational
steps have been successfully taken in the next 12-18 months. There is a residual risk that the
transaction will take longer than expected and might face unforeseen obstacles because of the
need for agreement among all involved parties. That said, we expect the project to succeed even if
it takes longer than DVB anticipates. The planned integration prompts us to see a strengthening of
the future likelihood, amount, and timeliness of support DVB would receive, if needed, from its
owner DZ BANK and the wider cooperative sector. The group support also reflects the sector's
institutional protection scheme, the 100% full ownership by DZ BANK, and the installed control
and profit and loss transfer agreement between DVB and its direct parent.

DVB's stand-alone financials remain highly volatile, but will represent a smaller role in the
bank's creditworthiness when factoring in the intended integration. The bank's financial
performance remains weaker than that of many rated peer banks. The bank has been loss-making
since 2016 amid material loan loss provisions and substantial reductions of operating revenues.
The pandemic and ongoing run-down of the shipping and offshore finance loan portfolio has led to
another loss-making year in 2020, with a net financial loss of €308 million. DVB's capital ratios
have been at elevated levels since 2017, mainly because of the pronounced reduction of
risk-weighted assets. That said, the planned integration of DVB and its cease of operations as a
separate legal entity underpins our belief that the ratings on DVB will move in tandem with our
assessment of the sector's group credit profile. As such, DVB's stand-alone financial performance
is less relevant to the overall credit story, in our view.

Outlook
The negative outlook on DVB reflects the negative outlook on the Cooperative Banking Sector
Germany (Genossenschaftliche FinanzGruppe; entities collectively rated AA-/Negative/A-1+.) It
indicates the possibility of a downgrade if increasing economic and industry risks put additional
strain on the cooperative banking sector's risk exposures and risk-adjusted profitability in the
medium term. The outlook further indicates that we could lower our ratings within the next 12-24
months.

Downside scenario
- We could lower our 'AA-' issuer credit rating on the cooperative banking sector's core members
  including DVB, and our related issue ratings on the banks' senior preferred debt, senior
  subordinated debt, and regulatory capital instruments, if we revise our anchor for German
  banks to 'bbb+' from 'a-'.

- We could also lower the ratings if the sector's market position and ability to cover normalized
  credit losses weakened, its overall risk-adjusted capital (RAC) ratio declined to less than 10%,
  the sector shifted into higher-risk areas, or underwriting quality loosened.

www.spglobal.com/ratingsdirect                                                                                         April 8, 2021   2
Research Update: Germany-Based DVB Bank Upgraded To 'AA-/A-1+' On Planned Integration Into DZ BANK; Outlook Negative

Upside scenario
We could revise our outlook to stable over the next 12-24 months if we were to see stable
economic and industry risk trends for the German banking industry. Moreover, we could revise the
outlook to stable if the sector's business model and risk profile remain robust, and the sector
displays much higher resilience to a weakening economic cycle than other German banks or
similarly rated international peers. We also believe a more holistic strategy and material progress
in addressing structural weaknesses, such as cost efficiency and below-average market positions
in corporate and private banking, remain pivotal credit factors.

Related Criteria
- General Criteria: Hybrid Capital: Methodology And Assumptions, July 1, 2019

- General Criteria: Group Rating Methodology, July 1, 2019

- Criteria | Financial Institutions | General: Risk-Adjusted Capital Framework Methodology, July
  20, 2017

- General Criteria: Methodology For Linking Long-Term And Short-Term Ratings, April 7, 2017

- Criteria | Financial Institutions | Banks: Bank Rating Methodology And Assumptions: Additional
  Loss-Absorbing Capacity, April 27, 2015

- Criteria | Financial Institutions | Banks: Quantitative Metrics For Rating Banks Globally:
  Methodology And Assumptions, July 17, 2013

- Criteria | Financial Institutions | Banks: Banks: Rating Methodology And Assumptions, Nov. 9,
  2011

- Criteria | Financial Institutions | Banks: Banking Industry Country Risk Assessment
  Methodology And Assumptions, Nov. 9, 2011

- General Criteria: Principles Of Credit Ratings, Feb. 16, 2011

Related Research
- Banking Industry Country Risk Assessment: Germany, Nov. 11, 2020

- DVB Bank Outlook Revised To Positive On Potential Change Of Group Support; 'BBB/A-2'
  Ratings Affirmed, Jul. 24, 2020

Ratings List

Upgraded; Outlook Action

                           To                From

DVB Bank SE

   Issuer Credit Rating    AA-/Negative/A-1+ BBB/Positive/A-2

www.spglobal.com/ratingsdirect                                                                                         April 8, 2021   3
Research Update: Germany-Based DVB Bank Upgraded To 'AA-/A-1+' On Planned Integration Into DZ BANK; Outlook Negative

Upgraded

                           To                    From

DVB Bank SE

   Senior Subordinated     A+                    BBB-

   Subordinated            A                     BB+

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www.spglobal.com/ratingsdirect                                                                                               April 8, 2021   4
Research Update: Germany-Based DVB Bank Upgraded To 'AA-/A-1+' On Planned Integration Into DZ BANK; Outlook Negative

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www.spglobal.com/ratingsdirect                                                                                                         April 8, 2021   5
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