Fitch Ratings has affirmed the following class of notes issued by Grain Spectrum Funding, LLC:

--$330,050,000 series 2013-1 wireless spectrum-backed notes at 'BBB+sf'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating primarily relies on the Issuer Default Ratings (IDRs) of AT&T Mobility LLC (AT&T) and Cellco Partnership (Verizon). As a result, there are two risk presenting entities in this transaction for the purpose of applying the Fitch Two-Risk CLN Matrix, further described in the criteria 'Global Rating Criteria for Single- and Multi-Name Credit-Linked Notes'. Verizon and AT&T each have an IDR of 'A-' with a Stable Outlook. The transaction relies to a lesser extent on Citibank, N.A. as trustee (rated 'A+/F1', Outlook Stable).

RATING SENSITIVITIES

Changes in the IDR of either AT&T or Verizon may result in a change in the rating of the series 2013-1 note, according to the Fitch Two-Risk CLN Matrix.

Proceeds from Grain's series 2013-1 note issuance were used by the issuer to finance the purchase of wireless spectrum licenses from two of the issuer's subsidiaries and to pay expenses, with the remaining returned to the issuer as a dividend. Through lease transfer and license purchase agreements (the agreements) the issuer is leasing AWS spectrum to Verizon and 700 MHz spectrum to AT&T. Quarterly payments received under the agreements provide the issuer with $22.96 million per annum with a 2% annual escalator, and a five-year term with automatic renewals to extend the lease to 20 years.

Initial Key Rating Drivers and Rating Sensitivity are further described in the New Issue Report published on Dec. 12, 2013. A comparison of the transaction's Representations, Warranties, and Enforcement Mechanisms (RW&Es) is also available on Fitch's website.

Additional information is available at www.fitchratings.com.

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

Global Rating Criteria for Single- and Multi-Name Credit-Linked Notes (pub. 09 Mar 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=863276

Global Structured Finance Rating Criteria (pub. 06 Jul 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=867952

Related Research

Grain Spectrum Funding, LLC -- Appendix

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=724622

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=998552

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=998552

Endorsement Policy

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

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