Notching

Notching is the practice by rating agencies to give different credit ratings to obligations of a single entity or closely related entities. Rating distinctions among obligations are made based on differences on their security or priority of claim. With varying degrees of losses in the event of default, obligations are subject to being notched higher or lower.

Moody's Investors Service ("Moody's) and Standard & Poor's Financial Services ("S&P") are two major credit rating agencies that notch up or notch down instruments within the same corporate family depending on placement in an obligor's capital structure and their level of collateral. The base from which an instrument is notched in either direction is an obligor's senior unsecured debt (base = 0), or the corporate family rating (CFR). Notching also applies to the structural subordination of debt issued by operating subsidiaries or holding companies, according to S&P. As an example, the debt of a holding company of an enterprise could be rated lower than the debt of the subsidiaries, the entities that directly own the enterprise's assets and cash flows.

In 2017, Moody's published an update to its 2007 notching methodology. The guidance indicated as "applicable in most cases" was as follows:

• Senior Secured Debt: +1 or +2 notches above base
• Senior Unsecured Debt: 0 (base)
• Subordinated Debt: -1 or -2
• Junior Subordinated Debt: -1 or -2
• Preferred Stock: -2

In a small number of cases, Moody's will notch beyond the -2 to +2 range if: 1) an unbalanced capital structure results in a particular obligation comprising a very small or large proportion of total debt; 2) a legal regime is less predictable; or, 3) there is extra complexity in the legal structure of a corporation.