Standard&Poor's Ratings Services' ratings on Clipper Acquisitions Corp. are based on the company's solid franchise (especially in U.S. fixed-income investment management), good distribution capability, experienced management team, and strong investment performance track record. Clipper is a newly formed entity that was acquired by the Carlyle Group and the management of The TCW Group. Clipper owns 100% of TCW Group Inc. In our view, the increased management ownership and TCW's expected access to the Carlyle platform upon the consummation of the transaction are also rating strengths. However, several factors offset these strengths. TCW has a significant proportion of its assets under management (AUM) in fixed-income securities; on-balance-sheet liquidity, on a pro forma basis, is weak; and the expected debt
