Fitch Upgrades and Withdraws First Niagara FG's L-T IDR at 'A-'

NEW YORK--(BUSINESS WIRE)-- Fitch Ratings has upgraded First Niagara Financial Group, Inc.'s (FNFG) Long-Term Issuer Default Rating (IDR) to 'A-' from 'BBB-' and the rating was subsequently withdrawn. First Niagara Bank, National Association's (FNB) Long- and Short-Term Issuer Default Ratings have been upgraded to 'A-' and 'F1' to be equalized with KeyBank N.A. FNFG and FNB's ratings had all been on Positive Watch. The Rating Outlook for FNB is now Negative, which also aligns it with KeyBank N.A.

In addition, Fitch is withdrawing the ratings for FNFG as the entity no longer exists. This action follows the completion of KeyCorp's (KEY: rated 'A-'/Negative Outlook) acquisition of FNFG, estimated to be for approximately $4.1 billion at the time of announcement. A full list of rating actions follows at the end of this release.

KEY RATING DRIVERS

IDRS, NATIONAL RATINGS AND SENIOR DEBT

The upgrade of FNFG prior to the withdrawal reflects Fitch's view that KEY's acquisition of FNFG substantially improves the financial profile of FNFG given KEY's strong capital position, solid asset quality performance and diversified revenue mix.

Viability Rating (VR)

Prior to the completion of the merger noted above, FNFG's standalone ratings reflected the company's strong retail deposit base, relatively weak capital position, low profitability, and rapid growth.

As such, the rating has been affirmed and subsequently withdrawn as FNFG will no longer exist as an independent entity. The VR for FNB has been upgraded to 'a-', as the FNB bank charter will remain post-closing which the company expects to occur in fourth quarter 20016. FNB's VR has been equalized with that of Key Bank N.A. reflecting Fitch's view of the benefit of being a sister bank to Key Bank N.A.

SUPPORT RATING AND SUPPORT RATING FLOOR

FNFG and FNB Support Ratings of '5' and Support Rating Floors of 'NF' reflect Fitch's view that FNFG nor FNB are systemically important and therefore, external support cannot be relied upon.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

FNFG's subordinated debt and preferred securities were upgraded to 'BBB+' and 'BB', respectively, given the upgrade of the IDR. The subordinated debt has been assumed by KEY, while FNFG's preferred stock has been exchanged for KEY preferred stock and thus is no longer outstanding.

LONG- AND SHORT-TERM DEPOSIT RATINGS

FNB's Long- and Short-Term deposit ratings have been upgraded to 'A' and 'F1', respectively. FNB's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default.

RATING SENSITIVITIES

IDRS, NATIONAL RATINGS AND SENIOR DEBT

FNB's Long-term and Short-term IDRs would be sensitive to any change in KEY's ratings (for additional information on rating sensitivities, please see Fitch's rating action commentary "Fitch Places First Niagara on Watch Positive; Affirms KeyCorp with Negative Outlook on Merger" dated Nov. 2, 2015 available on Fitch's website at www.fitchratings.com).

VR

FNFG's VR sensitivities are no longer relevant given today's rating withdrawal. FNB's VR sensitivities are the same as those for KEY due to KEY's ownership of FNB.

SUPPORT RATING AND SUPPORT RATING FLOOR

FNB's Support Rating and Support Rating Floor are sensitive to Fitch's assumption as to capacity to procure extraordinary support in case of need.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings of subordinated debt issued by FNFG are primarily sensitive to any change in KEY's VR, as the issuances have been assumed by KEY.

Fitch has upgraded and withdrawn the following ratings:

First Niagara Financial Group, Inc.

--Long-Term IDR to 'A-' from 'BBB-';

--Short-Term IDR to 'F1' from 'F3';

--Preferred stock to 'BB' from 'B'.

Fitch has upgraded the following ratings:

First Niagara Financial Group, Inc.

--Senior unsecured to 'A-' from 'BBB-';

--Subordinated debt to 'BBB+' from 'BB+'.

First Niagara Bank

--Long-Term IDR to 'A-' from 'BBB-'; Outlook Negative;

--Short-Term IDR to 'F1' from 'F3';

--Viability Rating to 'a-' from 'bbb-';

--Long-term deposits to 'A' from 'BBB';

--Short-term deposits to 'F1' from 'F3';

Fitch has affirmed and withdrawn the following ratings:

First Niagara Financial Group, Inc.

--Viability Rating at 'bbb-';

--Support Rating at '5';

--Support Floor at 'NF'.

Fitch has affirmed the following ratings:

First Niagara Bank

--Support Rating at '5';

--Support Floor at 'NF'.

Additional information is available on www.fitchratings.com

Applicable Criteria

Global Bank Rating Criteria (pub. 15 Jul 2016)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=884135

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1010055

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1010055

Endorsement Policy

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

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160805005742/en/

Fitch Ratings
Primary Analyst
Doriana Gamboa
Senior Director
+1-212-908-0865
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Justin Fuller
Senior Director
+1-312-368-2057
or
Committee Chairperson
Christopher Wolfe
Managing Director
+1 212-908-0771
or
Media Relations:
Hannah James, + 1-646-582-4947
[email protected]

Source: Fitch Ratings

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