/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/250210.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, February 10, 2025, Vol. 26, No. 29 Headlines C Y P R U S INTERPIPE HOLDINGS: Fitch Affirms 'CCC-' LongTerm IDR D E N M A R K LIQTECH INTL: Appoints David Kowalczyk as CFO, COO SGL GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Stable F R A N C E VALEO SE: Egan-Jones Retains BB Senior Unsecured Ratings G E R M A N Y DEUTSCHE TELEKOM: Egan-Jones Retains BB Senior Unsecured Ratings FISCHBACH MIDCO III: Fitch Assigns 'B' LongTerm IDR, Outlook Stable THYSSENKRUPP AG: Egan-Jones Retains 'BB-' Senior Unsecured Ratings TRENCH GROUP: Fitch Assigns 'BB-(EXP)' LongTerm IDR, Outlook Stable I R E L A N D CAIRN CLO XIX: Fitch Assigns 'B-sf' Final Ratings on Class F Notes CAUSEWAY CONSORTIUM: Fitch Assigns B- LongTerm IDR, Outlook Stable CIFC EUROPEAN IV: Fitch Hikes Rating on Class E Notes to 'BB+sf' CVC CORDATUS XXXIV: S&P Assigns B-(sf) Rating on Class F Notes HENLEY CLO I: Fitch Affirms 'B-sf' Rating on Class F-R Notes PERRIGO CO: Egan-Jones Retains BB- Senior Unsecured Ratings SIGNAL HARMONIC IV: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes WATERSTOWN PARK: Fitch Assigns 'B-sf' Final Ratings on Cl. F Notes I T A L Y DOVALUE SPA: Fitch Assigns 'BB(EXP)' Rating on Sr. Secured Notes K A Z A K H S T A N FORTEBANK JSC: Fitch Rates USD400MM 7.75% Unsec. Eurobond 'BB' L U X E M B O U R G SAAVI ENERGIA: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable N E T H E R L A N D S INTERNATIONAL PARK: S&P Withdraws 'B-' LT Issuer Credit Rating S E R B I A SERBIA: Fitch Affirms 'BB+' Foreign Currency IDR, Outlook Positive S P A I N TELEFONICA SA: Egan-Jones Retains BB Senior Unsecured Ratings VALENCIA HIPOTECARIO 3: Fitch Affirms 'CCCsf' Rating on Cl. D Notes S W I T Z E R L A N D TRANSOCEAN LTD: Egan-Jones Retains 'CCC-' Senior Unsecured Ratings T U R K E Y LIMAK YENILENEBILIR: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable TURKIYE: Fitch Affirms 'BB-' Foreign Currency IDR, Outlook Stable U K R A I N E VF UKRAINE: Fitch Puts 'CCC-' LongTerm IDR on Watch Negative U N I T E D K I N G D O M CONSORT HEALTHCARE: Moody's Ups Rating on GBP93.3MM Bonds to Caa1 ESCALLA TS: Goodwood House Named as Administrators HWS RESTAURANTS: Interpath Ltd Named as Administrators INEOS FINANCE: Fitch Assigns 'BB+' Rating on EUR400MM Sr. Sec Notes J.B.K 2025 REALISATIONS: BK Plus Limited Named as Administrators OUTSPOKEN LOGISTICS: Interpath Ltd Named as Administrators TESCO PLC: Egan-Jones Retains 'BB+' Senior Unsecured Ratings [] Mahnvir Singh Joins Troutman Pepper Locke's Bankruptcy Practice X X X X X X X X [] BOND PRICING: For the Week February 3 to February 7, 2025 - - - - - =========== C Y P R U S =========== INTERPIPE HOLDINGS: Fitch Affirms 'CCC-' LongTerm IDR ----------------------------------------------------- Fitch Ratings has affirmed Interpipe Holdings Plc's Long-Term Issuer Default Rating (IDR) and senior unsecured rating at 'CCC-'. The Recovery Rating on the senior unsecured debt is 'RR4'. Interpipe's rating reflects the high risk of damage or disruption at its five facilities in central Ukraine, which generate substantially all its earnings and cash flow, due to their proximity to the conflict zone. Fitch expects the company to be able to maintain robust liquidity in the near term to fund operations and service its financial obligations in 2025. Fitch sees limited visibility at present as to whether the Central Bank of Ukraine (CBU) may allow the repayment of its bonds in 2026 with funds that are subject to exchange controls or whether Interpipe will be able to facilitate a refinancing. Key Rating Drivers Resilient Operations Despite War: Interpipe increased sales volumes to around 650kt in 2024 and Fitch expects production volumes to reach around 85% of pre-war levels in 2025. In October 2024 one workshop at Nikotube had six weeks of downtime after a transformer was damaged by shelling; the pipe production facility is located across the river from the frontline. Despite the need to procure part of electricity supplies from Europe and manpower shortages, Interpipe has been operating with limited operational disruptions. Its assets in central Ukraine remain by and large undamaged. Robust Financial Performance: Fitch estimates Interpipe generated over USD250 million operating EBITDA in 2024. Weaker growth across major markets is affecting demand for pipes and railway wheels and Fitch assumes that earnings will moderate towards USD225 million in 2025. Interpipe has benefited from reduced tariffs on Ukrainian steel products in the US and the EU. The impact of the changing US policy agenda under the Trump administration is unpredictable for now. A potential removal of the section 232 exemption for Interpipe later in 2025 would only have a limited earnings impact. Strong Free Cash Flow (FCF): Interpipe has paid the final instalment of performance-sharing fees (linked to its previous debt restructuring). While Fitch assumes moderating earnings linked to weak economic conditions and capex to revert to more normal levels of USD70 million-USD80 million per annum, Fitch expects FCF before potential distributions to be strong at over USD100 million in 2025 and 2026. Bond Refinancing in Focus: Interpipe launched a discounted tender offer for up to USD100 million notional of its USD300 million 2026 bonds on 6 January 2025. It signals its intention to evaluate options for addressing the upcoming maturity ahead of the May 2026 deadline. The ultimate bond repayment will be driven by the CBU's decision. Derivation Summary Interpipe is rated lower than Metinvest B.V. and Ferrexpo plc. Metinvest is rated one notch higher at 'CCC', due to cash-generating assets outside of Ukraine, supporting its business profile and financial flexibility, while Ferrexpo is rated at 'CCC+', due to the absence of financial debt. Key Assumptions - Operating EBITDA of USD220 million-USD225 million in 2025 and 2026, down from over USD250 million in 2024 - Capex of USD83 million in 2025 and USD71 million in 2026, up from USD48 million in 2024 - Positive FCF of over USD100 million per year in 2025 and 2026, up from around USD30 million-USD40 million in 2024 Recovery Analysis RECOVERY ANALYSIS ASSUMPTIONS Its recovery analysis assumes that Interpipe would be a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. Interpipe's GC EBITDA of USD120 million is well below its mid-cycle estimate. It captures the possibility that, in a financial restructuring, not all its assets may remain operational or that logistics constraints could limit exports due to the ongoing military conflict. Fitch uses an enterprise value/EBITDA multiple of 3.0x to calculate a post-reorganisation valuation, reflecting the concentrated nature of key manufacturing assets in a territory with military conflict. After deducting 10% for administrative claims and taking into account Fitch's Country-Specific Treatment of Recovery Ratings Criteria, its analysis resulted in a waterfall-generated recovery computation (WGRC) in the 'RR4' band, indicating a 'CCC-' rating for the company's senior unsecured notes. The WGRC output percentage on current metrics and assumptions is 50%. The Recovery Rating for corporate issuers in Ukraine is capped at 'RR4'. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Default of some kind appearing probable or near default, e.g. decision not to pay coupon or inability to service debt or the formal announcement by Interpipe or their agent of a distressed debt exchange - An intensification of the conflict with Russia leading to damage to key production assets Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - De-escalation of Russia's war in Ukraine, reducing operating risks - Repayment of all outstanding gross debt Liquidity and Debt Structure Fitch assumes Interpipe held more than USD250 million of available liquidity at end-2024, a large proportion of which was held offshore. Repatriation requirements apply to the majority of these offshore funds. Such liquidity will allow the company to service its financial obligations in 2025, which are limited to cash interest (USD25.1 million bond coupon plus incremental interest for a domestic loan) and around USD14 million principal (linked to domestic loan facilities in Ukraine). Its forecast indicates FCF before distributions of more than USD100 million a year in 2025 and 2026. As a result, the company should have sufficient funds to repay its USD300 million bonds in 2026, but will need approval from the CBU to make this payment or refinance at least part of the notional ahead of the legal maturity. Issuer Profile Interpipe is a Ukrainian producer of high value-added steel products, mostly pipes and railway wheels. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Interpipe Holdings Plc LT IDR CCC- Affirmed CCC- senior unsecured LT CCC- Affirmed RR4 CCC- ============= D E N M A R K ============= LIQTECH INTL: Appoints David Kowalczyk as CFO, COO -------------------------------------------------- Liqtech International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on January 27, 2025, the board of directors appointed David Kowalczyk as Chief Financial Officer and Chief Operating Officer of the Company, effective March 1, 2025. Mr. Kowalczyk, age 47, served as an Equity Analyst at Nordea Securities (2000-2003) and an Auditor and Consultant at PricewaterhouseCoopers (2003-2007). Additionally, Mr. Kowalczyk served as Group Financial Planning Manager (2007-2009), Enzyme Business Finance Manager (2009-2011), Head of Biopharma Financial Planning and Analysis (2011-2013), Finance Senior Manager of Supply Operations Europe Middle East & Africa and HQ (2013) and Business Finance Director of Business Operations (2013-2016) of Novozymes, a global company that develops and provides biosolutions for various industries. He also served as Vice President and Member of Group Management at Flugger (2016-2018), Chief Financial Officer at Globus Wine (2018-2020), and as the Vice President of Business Finance and Systems at Hempel (2020-2024). Mr. Kowalczyk holds a Bachelor of Science in Economics and Business Administration, a Master of Science in Accounting and Auditing, and a Master of Science in Finance and Investments from Copenhagen Business School. He is a seasoned finance leader with over two decades of professional experience across various industries and ownership structures. His educational background, combined with his extensive industry experience, particularly in technology/R&D-driven companies, positions him as a valuable asset to any organization. In connection with his appointment as Chief Financial Officer and Chief Operating Officer, the Company (through its wholly owned Danish subsidiary) and Mr. Kowalczyk entered into a Service Agreement, effective March 1, 2025, pursuant to which Mr. Kowalczyk will receive: (i) an annual base salary of DKK 2,000,000 (approximately $280,000), subject to adjustment each February starting in February 2026; (ii) a discretionary annual performance bonus of up to 60% of his annual base salary; and (iii) a pension contribution by LiqTech Holding A/S of up to 10% of his annual base salary. Mr. Kowalczyk is entitled to participate in the Company's RSU-based share program, under which he may receive restricted stock unit awards valued up to 60% of his annual base salary. Mr. Kowalczyk is also eligible to participate in the Company's other benefit programs on the same basis as the Company's officers, including up to six weeks paid time off per year. "David brings to LiqTech a wealth of expertise in financial planning & analysis, business systems, and operational finance," said Fei Chen, President and CEO of LiqTech. "I look forward to working closely with him as we continue to position LiqTech for profitable growth." A native of Denmark, David holds dual master's degrees in Auditing and Accounting as well as Finance and Investments from Copenhagen Business School. Kowalczyk commented, "I am honored to join LiqTech at this pivotal moment in its journey, and am eager to contribute to its growth and profitability. I look forward to leveraging my experience and collaborating with the talented team at LiqTech, customers and suppliers, to achieve our shared objectives." Phillip Massie Price, who has served as Interim CFO since March 2024, will step down from the role upon David Kowalczyk's arrival, but he will remain with the company until April 30, 2025, to ensure for a seamless transition. The company expresses its sincere gratitude to Phillip for his exceptional service and contribution during his tenure with the company. The Company has agreed to provide Mr. Price as severance: (i) seven months' salary of DKK 700,000 (approximately $98,000); (ii) a retention bonus of $25,000 for the timely completion and submission of the Company's Annual Report on Form 10-K; and (iii) the accelerated vesting of 8,019 unvested restricted stock units granted to Mr. Price under the Company's Long-Term Incentive Program for 2024, which will now vest on May 1, 2025. Mr. Price will not participate in the LTIP or the Company's Short-Term Incentive Program for 2025. Mr. Price's resignation is not a result of any disagreement between himself and the Company, its management, the Board or any committee of the Board. The Company appreciates Mr. Price's diligent service as Interim Chief Financial Officer and wishes him success in any future endeavors. About LiqTech International Ballerup, Denmark-based LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. As of September 30, 2024, LiqTech International had $28,725,344 in total assets, $17,303,859 in total liabilities, and $11,421,485 in total stockholders' equity. SGL GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed SGL Group ApS's (SGL) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook, and its senior secured rating at 'B+' with a Recovery Rating of 'RR3'. It has also assigned SGL's proposed senior secured callable floating-rate bonds an expected rating of 'B+(EXP)' with 'RR3'. The affirmation reflects SGL's gradually improving business profile and higher-than-expected leverage, which is still consistent with the rating, under its rating case. The improving business profile is driven by its organic growth and successful M&A strategy of the last five years. Fitch forecasts a challenging business environment but this is mitigated by a well-diversified customer portfolio by geography and business segments. The proposed bonds will be used to refinance part of SGL's outstanding issuance and to fund its recently announced business acquisition in Canada. The final rating is contingent on the receipt of final documents conforming materially to the preliminary documentation reviewed. Key Rating Drivers Weaker-than-Expected 2024 Performance: Fitch conservatively assumes SGL's EBITDA for 2024 at the low end of of the company's public guidance of EUR190 million-EUR200 million. This is due to a combination of underperformance in some geographies, project postponements into 2025, and higher overheads to improve compliance and other central group functions. Fitch forecasts EBITDA to increase only modestly in 2025, as the recently completed acquisition in Canada offsets weaker business prospects. Moderate Leverage Headroom: Fitch expects average EBITDA leverage to increase to 5.3x over 2025-2027, from a 3.8x average in 2021-2023, which was low for the current rating. The leverage increase is due to lower freight rates and management focus on external growth. Leverage should remain well within its relaxed sensitivities for the rating (negative threshold at 6.0x), but downside risk remains, which could limit SGL's deleveraging capacity, in its view. Volatile Free Cash Flow (FCF): Fitch estimate deeply negative FCF in 2024, due primarily to an increase in net working capital stemming from rising freight rates and volumes. As freight rates decline, Fitch expects this trend to reverse, resulting in positive FCF in 2025, driven by a working capital inflow. Despite this improvement, Fitch projects that the positive FCF will be more than offset by its expectations of ongoing external growth pursued by SGL. Worsening Business Environment: Ocean freight rates should continue to decrease from 2025 onwards, due to higher expected shipping capacity, while Fitch expects some volumes increase. Downside risks to freight rates are material, in its view, due to gradual easing of geopolitical tensions in the Middle East and macro risks to global economic activity and trading. While Fitch sees increasing global trade complexity as a positive secular trend, rising trade disputes can have a mixed impact in the short term. Around 60% of SGL's gross profit is directly exposed to ocean and air freight rates. Integration Risk Remains: Fitch expects SGL to continue to grow via acquisitions as it has done in the past, which entails execution risk, in its view. This is mitigated by its record of successful targets integration and investments in compliance and central group functions, which should support smoother integration of acquired companies and overall scalability. Improving Business Profile: SGL has strengthened its business profile over the past five years by leveraging on its successful M&A strategy, longstanding commercial relationships, and in-house knowledge. It has a solid positioning in its target markets (aid & relief, food ingredients and additives, fashion and retail, specialty automotive). It also expanded organically into new areas (such as defense & governments), almost doubling the number of countries it is present in the last four years. This is the key driver for the improvement in its debt capacity by 0.5x in EBITDA leverage. Portfolio Diversification: Together with diversified logistics solutions (by mode of transport and geography), SGL serves more than 25,000 customers, with the 10 largest having an average tenure of around nine years and no client accounting for more than 3% of gross profit. In addition, SGL provides forwarding services to non-governmental organisations, which tend to be less cyclical than commercial segments. Neutral Refinancing: The proposed EUR350 million bonds will be used to prepay about EUR290 million of the bonds issued in 2023 (including call premium) and to fund the Canadian-based ITN Logistics Group acquisition. The latter should be neutral to leverage. The proposed notes will rank pari passu with existing issuance and the proposed terms are largely in line with the existing documentation. Derivation Summary Fitch sees SGL's credit metrics as being in line with 'B' rated peers'. The credit profile is primarily supported by the diversification of its customer portfolio and good positioning in its niche segments. Its earnings are less volatile than those of sole carriers, such as shipping companies, but its medium size and the highly competitive nature of the business constrains its debt capacity, in its view. Fitch sees InPost S.A. (BB/Positive) as a broad industry peer and a niche leader, with good revenue visibility and limited competition translating into high operating margins. It also has a more conservative financial structure, which largely explains the several notch rating difference. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer: - EBITDA gradually rising to almost EUR220 million by 2027 - Effective interest rate at around 7% to 2027 - Cumulatively neutral working capital despite falling freight rates - Capex averaging around EUR17 million per year to 2027, given the asset-light nature of the business - Acquisitions of around EUR110 million for 2026-2027, at enterprise value (EV)/EBITDA multiples of around 6.0x - No dividend distributions or equity injections Recovery Analysis Fitch's going concern (GC) EBITDA of EUR160 million assumes a sharp downturn in the transportation industry. Fitch then applies a conservative 20% cut, reflecting SGL's exposure to the economic cycle and, consequently, trading underperformance. This haircut is proportionately smaller than the one made previously, due to more normalised freight rates. Fitch applies a distressed EV/EBITDA multiple of 5x to calculate a GC EV, which is in line with the median for 'B' companies in the sector. This results in a GC EV of EUR720 million, after deducting administrative claims. Considering the presence of super-senior debt, including its DKK750 million super senior revolving credit facility (RCF) and USD75 million asset-backed lending (ABL) facility, totaling EUR172 million, the waterfall analysis output percentage on current metrics and assumptions was 58%, which is commensurate with 'RR3'. This results in a one-notch uplift from the IDR to arrive at the senior secured FRN rating. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage consistently above 6.0x - EBITDA interest coverage consistently below 2.0x - Negative FCF through the economic cycle Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful implementation of growth strategy, resulting in EBITDA leverage consistently below 5.0x - EBITDA interest coverage consistently above 3.0x - Consistently positive FCF generation Liquidity and Debt Structure Fitch estimates that SGL's liquidity totalled EUR117 million at end-2024, further supported by an undrawn RCF (limit of DKK750 million) and ABL (limit of USD75 million), totaling EUR93 million and both committed until 2027. SGL has no financing needs in the medium term, despite negative FCF after acquisitions under Fitch's rating case. The planned bond of EUR350 million is aimed at refinancing its EUR279 million bonds maturing in 2028. Issuer Profile SGL is an asset-light freight forwarder and logistics provider with a global footprint, and is particularly active in the Nordics, North America and APAC. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- SGL Group ApS LT IDR B Affirmed B senior secured LT B+(EXP) Expected Rating RR3 senior secured LT B+ Affirmed RR3 B+ =========== F R A N C E =========== VALEO SE: Egan-Jones Retains BB Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on January 3, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Valeo SE. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Paris, France, Valeo designs and manufactures automobile components. ============= G E R M A N Y ============= DEUTSCHE TELEKOM: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on January 14, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Deutsche Telekom AG. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Bonn, Germany, Deutsche Telekom AG offers telecommunications services. FISCHBACH MIDCO III: Fitch Assigns 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned Fischbach Midco III GmbH (formerly Blitz 24-119 GmbH) a final Long-Term Issuer Default Rating (IDR) of 'B' with a Stable Outlook. Fitch has also assigned Fischbach GmbH's (formerly Blitz 24-120) EUR350 million senior secured term loan B (TLB) and EUR70 million senior secured delayed draw TLB final 'B' ratings with Recovery Ratings of 'RR4'. The final ratings follow a review of the final documentation that is materially in line with the draft terms. The 'B' IDR is constrained by Fischbach's Fitch-estimated EBITDA gross leverage of 5x post-transaction and by its limited size and product diversification. Rating strengths are Fischbach's leadership in the growing niche cartridge-packaging market for adhesives and sealants (A&S), strong technology capabilities, and long-term partnerships with customers. The Stable Outlook reflects Fitch's expectations that Fischbach will maintain strong profitability, supported by limited capex and strong free cash flow (FCF). However, increased gross debt will likely keep leverage stable through 2027. Key Rating Drivers Derivation Summary Fischbach's size is broadly in line with that of Bormioli Pharma S.p.A. (WD) and smaller than other Fitch-rated 'B' category peers, such as Ardagh Metal Packaging S.A. (B-/Negative), Titan Holdings II B.V. (WD), Fedrigoni S.p.A. (B+/Negative) and Reno de Medici S.p.A. (RDM, B+/Stable). Fischbach's financial profile is supported by the highest operating profitability and FCF margin generation among Fitch-rated 'B' category packaging peers. Its EBITDA margin of above 30% is significantly above the peer average of 10%-20%. Its expected post-transaction EBITDA leverage of 5x is broadly in line with RDM's. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Mid-single digit average annual compounded revenue growth in 2024-2027 - Broadly stable EBITDA margins of 33%-34% in 2024-2027 - Working capital requirement at about EUR5 million-EUR8 million annually - Capex at 6%-6.5% of revenue in 2024-2027 - No acquisitions and disposals in 2024-2027 - No dividends in 2024-2027 - Full drawdown on the delayed draw TLB by 2026 to finance additional earn-out payments (actual payment is linked to future performance) Recovery Analysis - The recovery analysis assumes that Fischbach would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated - A 10% administrative claim - For the purpose of recovery analysis, Fitch assumed that post-transaction debt comprises the EUR350 million senior secured TLB, EUR70 million senior secured delayed draw TLB (assumed full drawdown), and an EUR75 million senior secured revolving credit facility (RCF; assumed fully drawn) - Its GC EBITDA estimate of EUR55 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the company's enterprise valuation (EV). This incorporates a loss of a major customer and a failure to broadly pass on raw-material cost inflation to customers. The assumption also reflects corrective measures taken in reorganisation to offset the adverse conditions that trigger its default - A multiple of 5.0x is applied to the GC EBITDA to calculate a post-re-organisation EV. It mainly reflects Fischbach's leading position in its growing niche markets, supported by strong long-term customer relationships, which is balanced against its fairly small size and limited product diversification - Its waterfall analysis resulted in a waterfall-generated recovery computation (WGRC) in the 'RR4' band, indicating a 'B' instrument rating. The WGRC output percentage on current metrics and assumptions is unchanged at 50% RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 5.5x - EBITDA interest coverage below 2.0x - Neutral to negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 4.5x - EBITDA interest coverage above 3.0x - Mid-single-digit FCF margins - Improvement in product diversification and scale of the business Liquidity and Debt Structure Fischbach's liquidity at the transaction closing consisted of an EUR75 million 6.5-year RCF, drawn at EUR15 million, and EUR15 million readily available cash (excluding about EUR3 million restricted by Fitch for intra-year working capital swings). Fitch expects mid-to-high single-digit FCF margins in 2025-2027. It has no large short-term debt maturities as the new debt structure is dominated by the EUR350 million senior secured seven-year TLB and EUR70 million senior secured seven-year delayed draw TLB (no drawdown at closing). Issuer Profile Fischbach is a German-based leading provider of plastic cartridge packaging solutions for A&S mainly used in used in building repair, renovation, & construction; aftermarket automotive; marine weather & water-sealing applications; and aerospace bonding applications. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations Fischbach an ESG Relevance Score of '4' for Financial Transparency, due to a lack of consolidated historical audited accounts, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Fischbach MidCo III GmbH LT IDR B New Rating B(EXP) Fischbach GmbH senior secured LT B New Rating RR4 B(EXP) THYSSENKRUPP AG: Egan-Jones Retains 'BB-' Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on January 7, 2025, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by thyssenkrupp AG. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Essen, Germany, thyssenkrupp AG manufactures industrial components. TRENCH GROUP: Fitch Assigns 'BB-(EXP)' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned Trench Group GmbH (Trench) an expected Long-Term Issuer Default Rating (IDR) of 'BB-(EXP)' with a Stable Outlook. Fitch has also assigned Trench's proposed senior secured Term-Loan B (TLB) an expected rating of 'BB+(EXP)' with a Recovery Rating of 'RR2'. The IDR is supported by Trench being a leader in grid components manufacturing segment, competitive advantage through high quality products, sustained positive FCF and expected moderate leverage. The rating is constrained by its small scale and moderate costumer and product diversification. The Stable Outlook reflects its expectation that the company will be able to sustain solid EBITDA margin and other credit metrics within the rating sensitivities while growing organically and without significant shareholder distributions (after the refinancing). The assignment of final ratings is contingent on completing the transaction in line with the terms already presented. Key Rating Drivers Moderate Leverage: Following the issuance of the proposed EUR380 million Term Loan B in 2025, Fitch expects that EBITDA leverage will rise to nearly 3x initially, but it will subsequently trend down driven by EBITDA growth. Management expressed its commitment to maintain a conservative capital structure, focusing on moderate EBITDA leverage and reinvest cash generation to support growth, which Fitch views as achievable in its rating case. Expected Stable EBITDA Margin: After the carve-out from Siemens Energy AG in 2024, the company improved its cost structure and pricing strategy, which increased the Fitch-defined EBITDA margin by around 7% from FY23 to FY24. The ability to pass through cost inflation is supported by escalation clauses embedded in majority of contracts and the low total cost of Trench's products in customer projects. Fitch expects EBITDA margin to remain consistently solid in its rating case reflecting enhanced cost control and product pricing. Strong but Niche Business Profile: Trench's robust business profile is supported by its leading position within the industry, its assessment of dedication to innovation as moderate, customer appeal due to technological content, and product reliability. The company is well-positioned to benefit from the global electrification trend, as it manufactures critical components in the power system value chain. However, the business profile is somewhat constrained by moderate product diversification, small scale and short to medium term contracted revenue visibility. Sustainably Positive FCF: As reported in the FY24 accounts, the company generated strong FCF following a significant working capital inflow, resulting from down payments on new contracts secured and disciplined inventory management. Fitch anticipates sustained FCF over the next four years, reflecting the improvement in EBITDA margins, as well as efficient working capital management and no planned shareholder distributions. Industry Trends Boost Revenue: The backlog at financial year ending September 2024 reached a record level of EUR1.083 billion, driven by positive trends in the electrical infrastructure development and maintenance. This high backlog level supports revenue growth for FY25 and provides some visibility for FY26. Fitch expects further revenue growth in FY27 and FY28, reflecting increased demand in the electricity infrastructure sector due to higher electricity consumption, upgrades of power grids, and partially undersupplied segment in some of Trench's products. Derivation Summary Trench's business profile and rating are constrained by its limited scale relative to peers, in a similar manner to BE Semiconductor Industries N.V. (BESI; BB+/Stable). The company is positioned less favourably because of its niche focus within the manufacturing supply chain, leading to heightened exposure to market volatility compared to larger peers such as Hillman Solutions Corp. (Hillman; BB-/Stable) and Innio Group Holding GmbH (B+/Positive). However, this is mitigated by its critical role in its industry, a commitment to innovation, and moderate geographic diversification, with 76% of its revenue originating outside Germany, similar to peers like BESI. Trench's rating benefits from its market leading position in high-voltage grid components, supporting its solid through-the-cycle EBITDA and EBIT margins compared to other 'BB-' rated diversified industrial companies such as Hillman, though significantly lower than BESI, contributing to a two-notch rating difference. The company's ability to maintain positive FCF margins until 2028 ranks among the strongest in the peer group and is comparable to Hillman. Its sound EBITDA leverage profile is among the most robust in its peer group, including Hillman, Innio, and Ahlstrom Holding 3 Oy (B+/Stable), although relatively weaker than KION and BESI, justifying the multi-notch rating difference. Key Assumptions - Revenue to increase on average 6.4% for financial years 2025-2028, reflecting higher sold volumes and increased pricing from FY2024 levels which Fitch views as sustainable; - EBITDA margin to remain sustainably solid on efficiency gains and repricing; - Cash interest paid around EUR26 million post-transaction, reflecting Fitch's latest Global Economic Outlook on interest rates; - Broadly neutral to negative working-capital flows at an average 0.9% until FY28; - Capex assumed to be on average 6.3% of revenues until FY28 to continue delivering high volumes; - Successful execution of proposed refinancing transaction; - No M&A or shareholder returns after the refinancing allowing FCF to remain positive over its forecast horizon to FY28. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Less conservative financial policy or declining EBITDA leading to EBITDA Leverage over 3.0x on a sustained basis; - Deteriorating product and geographic diversification resulting in diminishing scale and increased customer concentration; - EBITDA margin sustainably below 15%; - FCF margin consistently below 1%; - (CFO-capex)/Debt sustainably below 5%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A more diversified portfolio of products and regional expansion resulting in increased scale and reduced customer concentration; - Demonstrated commitment to a more conservative and well-defined financial policy driving an EBITDA leverage sustainably below 2.0x; - FCF margins consistently above 5%; - (CFO-Capex)/Debt sustainably over 10%. Liquidity and Debt Structure The company's healthy reported cash balance of about EUR122 million at FYE 2024 (Fitch assumes EUR118 million after its adjustments for intra-year working capital changes of 1% of sales) is supported by an expected positive FCF and an expected EUR130 million RCF which will remain undrawn. The instruments in the proposed capital structure are to mature in 2031 and 2032 for RCF and TLB respectively removing near-term refinancing needs. Issuer Profile Trench is a leading global supplier of high-voltage grid components for energy transmission and distribution. Trench offers innovative products in the three areas of bushings, instrument transformers, and coils to enable secure and efficient energy use. Date of Relevant Committee 10 January 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Trench Group Holdings GmbH LT IDR BB-(EXP) Expected Rating senior secured LT BB+(EXP) Expected Rating RR2 ============= I R E L A N D ============= CAIRN CLO XIX: Fitch Assigns 'B-sf' Final Ratings on Class F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Cairn CLO XIX Designated Activity Company final ratings. Entity/Debt Rating Prior ----------- ------ ----- Cairn CLO XIX Designated Activity Company Class A XS2911713209 LT AAAsf New Rating AAA(EXP)sf Class B-1 XS2911713464 LT AAsf New Rating AA(EXP)sf Class B-2 XS2921570532 LT AAsf New Rating AA(EXP)sf Class C XS2911713621 LT Asf New Rating A(EXP)sf Class D XS2911713977 LT BBB-sf New Rating BBB-(EXP)sf Class E XS2911714272 LT BB-sf New Rating BB-(EXP)sf Class F XS2911714439 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS2911714603 LT NRsf New Rating NR(EXP)sf Transaction Summary Cairn CLO XIX DAC is a securitisation of mainly senior secured loans (at least 90%) with a component of senior unsecured, mezzanine, and second-lien loans. Note proceeds were used to fund a portfolio with a target par of EUR450 million. The portfolio is actively managed by Cairn Loan Investments II LLP. The transaction has an approximately 5.2-year reinvestment period and a 9.2-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 23.9. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 62.5%. Diversified Portfolio (Positive): The transaction includes six Fitch matrices. Two are effective at closing, corresponding to a 9.2-year WAL, while two are effective one year after closing, corresponding to an 8.2-year WAL with a target par condition at EUR450 million. Another two are effective two years after closing, corresponding to a 7.2-year WAL with a target par condition at EUR448 million. Each matrix set corresponds to two different fixed-rate asset limits at 8% and 15%. All matrices are based on a top-10 obligor concentration limit at 15%. The transaction has a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%, among others. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an approximately 5.2-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's matrix and the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date. This reduction to the risk horizon accounts for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' bucket limitation test, post-reinvestment, as well as a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. This ultimately reduces the maximum possible risk horizon of the portfolio when combined with loan pre-payment expectations. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes but would lead to downgrades of one notch each for the class B, C, D and E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B, D, E and F each display a rating cushion of two notches, and the class C notes have a cushion of one notch. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to three notches for the class A notes, up to four notches each for the class B, C and D notes, and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches each for the class B, C and D notes, and up to three notches each for the class E and F notes. The class A notes are already rated 'AAAsf' and cannot be upgraded further. During the reinvestment period, upgrades, based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades, except for the 'AAAsf' notes, may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Cairn CLO XIX DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. CAUSEWAY CONSORTIUM: Fitch Assigns B- LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned Causeway Consortium Holdings Limited (Applegreen) a final Long-Term Issuer Default Rating (IDR) of 'B-' with a Stable Outlook. Fitch has also assigned its EUR535 million term loan B (TLB) issued by Applegreen Finance (Ireland) DAC and Applegreen Ireland Investments Finance Limited a final senior secured rating of 'B-' with a Recovery Rating of 'RR4'. The rating reflects Applegreen's robust business model and high barriers to entry as a motorway service area (MSA) operator against its modest scale, high initial leverage, large capex, and a weak fixed-charge cover ratio. Fitch believes the company's growth strategy carries moderate execution risk while supporting mild deleveraging. The IDR mainly reflects the credit quality of the enlarged restricted borrowing group, which now includes Welcome Centres, under a new capital structure. Fitch deconsolidates ring-fenced subsidiaries with their own non-recourse debt but incorporate their dividends, in particular from its 53.5%-owned Welcome Break (WB). Key Rating Drivers Focus on MSAs, Stable Business: Applegreen is a leading MSA operator whose 120 sites in Ireland and the US offer franchised quick-service restaurants with well-known brands, retail stores, plus fuel and electric vehicle (EV) charging facilities. Applegreen's business model benefits from stable operating cash flows, driven by a captive audience seeking essential services such as food and restrooms at conveniently located sites. It also benefits from regulatory protection, long-term lease agreements, and an ability to charge higher prices at MSAs compared with off-highway operators. Limited Exposure to Fuel: Despite declining footfall, the switch to more efficient cars and EV, Fitch believes Applegreen's service areas will continue to attract demand as re-fuelling is just one of many reasons for stopping. Exposure to declining fuel demand is limited as fuel accounts for less than 20% of gross profit. Applegreen does not hedge fuel prices but has a short inventory holding period, limiting the risk of price fluctuations. Applegreen is planning to invest about EUR100 million in EV charging facilities across the wider group over the next five years. Fitch does not expect any meaningful direct contribution to earnings from the EV business within the restricted group. Modest Scale of Restricted Group: Fitch-derived 2023 EBITDAR is modest at around EUR110 million, mapping to the 'b' category under its Non-food Retail Navigator, despite Applegreen being the largest MSA operator in Ireland and the US. Fitch excludes WB's business, the second largest MSA business in the UK, which generated about EUR150 million of EBITDAR in 2023. Moderate Execution Risk: Fitch forecasts adjusted EBITDA to grow to EUR90 million by 2027 from an estimated EUR37 million in 2024. Fitch sees execution risk to increasing earnings, but this is partly mitigated by Applegreen's founder-led management's record of operating MSAs and growing earnings. The company expects most of the growth to come from new sites and redevelopments in the US, in particular from the redevelopment of 27 sites across the New York state, most of which are now completed. Improving EBITDA Margin: A recovery in trading for the US business under Welcome Centres, in combination with a better business mix with higher store margins, should also boost growth. Fitch expects improving EBITDA margin towards 5% by 2027, a level that is aligned with peers', as higher-margin non-fuel income grows. Higher US Rents: Operating costs are higher in the US than in other countries, with a 11.5% variable rent structure compared with fixed, CPI-linked rents for WB in the UK. However, US sites benefit from lower competition, which enables them to generate higher gross profit margins. Fitch expects that some operating cost efficiencies can be achieved on non-rental site costs, which along with higher US revenues, should help improve margins. High Upfront Growth Capex: The large capex needed to construct or redevelop MSAs, which requires significant upfront funding, acts as a barrier to entry. It can take up to five years before earnings fully ramp up. Fitch expects Applegreen's ambitious investment plans to result in negative free cash flow (FCF) over 2024-2026. However, excluding discretionary capex (70% of total capex in 2026), Fitch forecasts positive underlying FCF from 2026, driven by received dividends. Most of Applegreen's growth capex is funded by equity, which mitigates the impact of negative FCF on credit quality. High Leverage, Dividend Reliance: Fitch expects high, albeit gradually declining, EBITDAR leverage at 7x-8x in 2024-2025, and below 7.0x in 2026, mapping to the 'ccc' rating category. Its calculation includes EUR30 million-EUR45 million of dividends received, mostly from WB. Dividend distribution relies on subsidiaries adhering to debt covenants and payment restrictions, as well as maintaining sufficient cash balances. Its analysis implies its dividends should be sustainable. Leverage at its US property companies exceeds that of the restricted group, while it is lower at WB currently. Complex Group: Applegreen's group structure is complex with four different ring-fenced groups and cash flows between them that are eliminated on consolidation. Fitch has deconsolidated WB, comprising two separate ring-fenced debt groups. Fitch has also deconsolidated Empire State Thruway Partners LLC (BBB-/Negative), one of two US property companies, which has a long-term lease on 27 sites. The other company, CT Service Plazas US Holdings Inc, with 23 sites, is not yet fully consolidated but Applegreen plans to increase its stake to 100% from 40%, which Fitch will then deconsolidate. US Operating Company Structure: The US operating companies, part of the restricted group, operate retail or food services on two ring-fenced property company sites and pay them variable rents, while the debt-laden property companies pay lower external rents and service their own ring-fenced debt from rental income streams. The complexity is due to past acquisitions and debt structuring to fund the construction or redevelopment of sites. Restricted Group: The rating reflects the enlarged restricted borrowing group, which in addition to existing operations in Ireland and the US, now includes the Welcome Centres' US business, with its USD225 million debt refinanced as part of the transaction. Derivation Summary EG Group Limited (B/Stable), rated one notch above Applegreen, is larger (EBITDAR USD1.5 billion) and more geographically diversified with exposure to the US, Europe and Australia. This is partially offset by Applegreen's focus on MSAs with more stable demand in captive spaces and a lower reliance on gradually declining fuel sales. Fuel contributes only around 20% of gross profit for Applegreen versus 50% for EG Group. EG Group has lower EBITDAR leverage (6.5x in 2024) than Applegreen (8.6x in 2023). Applegreen is slightly smaller than Moto Ventures Limited, a UK MSA group, though it is better geographically diversified. Both cater to the less discretionary nature of motorway customers with networks of MSAs. Both are investing in higher-margin convenience and foodservice operations with a limited exposure to fuel. Moto generates higher EBITDAR of GBP122 million with a higher margin of 11% versus 5.7% for Applegreen. Applegreen is rated at the same level as The Very Group Limited (TVG, B-/Negative). Despite TVG's larger scale as the second-largest UK pure online retailer, Applegreen has a better business profile, with lower exposure to discretionary spending and stronger geographic diversification. However, TVG's financial profile is slightly stronger, due to its more profitable business and similar leverage to Applegreen, but the latter relies on continued dividends from its subsidiaries. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue to decline nearly 6% in 2024 and 3% in 2025, due to lower fuel prices and volumes, and disposals in the US. This should be partially offset by Marks & Spencer store conversions in Ireland and robust food sales growth from redeveloped sites - Low single-digit revenue growth in 2026-2027, as growth in food and store revenues is partly offset by gradually declining fuel volumes and prices - Gradual increase in EBITDA towards EUR50 million in 2025 and EUR90 million by 2027 - Improvement in EBITDA margin towards 5% in 2027 from 2.1% in 2024 - Limited working capital inflow at 0.3% of sales for 2025-2027; repayment of EUR20 million outstanding under its supply chain facility for the UK petrol filling stations (PFS) business after its disposal, which is captured below FCF - Capex of EUR145 million in 2024, EUR104 million in 2025, before reducing to EUR75 million in 2026 and near EUR40 million in 2027. Average annual maintenance capex is nearly EUR30 million. Total growth capex is EUR250 million over 2024-2027 - Equity contribution of EUR210 million in 2024, as part of the refinancing, to support growth capex - M&A includes disposal of UK PFS (98 sites) for around EUR200 million, and acquisition of the remaining 60% in CT Service Plazas US Holdings Inc - Investment in ring-fenced subsidiaries of EUR210 million in total over 2024-2026 to fund growth capex and lease extension payment for WB sites - Received dividends total nearly EUR150 million over 2024-2027 - No dividends paid by the restricted group Recovery Analysis According to its bespoke recovery analysis, higher recoveries would be realised through reorganisation as a going-concern (GC) in bankruptcy than liquidation. Fitch has assumed a 10% administrative claim. Applegreen's GC EBITDA captures additional earnings from sites that are under redevelopment or recently redeveloped, and allows for ramp-up over the next three years. Fitch expects GBP50 million of this would be available to creditors post-restructuring. Fitch has applied a 6.0x multiple to the GC EBITDA to calculate a post-reorganisation enterprise value (EV). This multiple reflects the focus on MSAs compared with the 5.5x multiple used for EG Group. Additionally, Fitch attributes to Applegreen's waterfall half of its estimated EUR110 million value from WB and CT Service Plazas US Holdings Inc, which is calculated after deducting their debt. Fitch assumes a sustainable EBITDA of EUR85 million for WB at a 10.0x trading multiple, and EUR23 million for CT Service Plazas with a 7.0x trading multiple. This reflects their different business models with higher multiple for MSA operators based on a mix of its trading peers, and lower multiples for property companies that mostly derive their revenue from rents. Fitch assumes Applegreen's new EUR150 million revolving credit facility (RCF) is fully drawn on default. The RCF ranks equally with its new EUR535 million term loan B. Its waterfall analysis generated a ranked recovery for the term loan B in the 'RR4' band, indicating a 'B-' instrument rating. The waterfall analysis output percentage on current assumptions is 46%. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Tightening liquidity due to an inability to refinance, to manage growth capex, or to achieve revenue and profit uplift from capex - Potential for lower up-streamed dividends, due to more limiting covenants post refinancing at the WB business - EBITDAR gross leverage remaining consistently above 7.5x, due to a lack of delivery of strategy or constraints on upstreaming dividends from WB - EBITDAR coverage consistently below 1.3x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Growth in scale of the restricted group business with EBITDA rising towards EUR150 million - Sufficient positive FCF generation to fund growth capex - EBITDAR coverage sustained above 1.5x - EBITDAR gross leverage sustained below 6.5x Liquidity and Debt Structure Applegreen expects to have around EUR214 million of pro-forma cash post-refinancing, supplemented by an EUR150 million undrawn RCF. Fitch believes liquidity is adequate and, despite a heavy capex plan, the company can manage any constraints by postponing discretionary growth capex, drawing on RCF, or leveraging support from its long-term oriented shareholders. The new EUR535 million term loan, EUR210 million equity injection, EUR44 million from the unwinding of interest-rate swaps will repay existing EUR531 million term debt, clear the RCF, pay fees and add to cash. The cash, UK PFS disposal proceeds of around EUR200 million, and received dividends of EUR150 million should support EUR270 million investments outside of the restricted group and EUR250 million growth capex over 2024-2027. However, liquidity will decline over time, relying on continued dividends flow, while EBITDAR coverage is weak, which Fitch expects to exceed 1.5x only in 2027. WB is the largest contributor of dividends, with its dividend policy established by an Applegreen-controlled by board. The entity has its own debt covenants and restrictions on payments, although dividends have historically been paid, and Fitch expects planned capex to be funded with some additional debt. WB's existing debt facilities mature in 2026, and Fitch assumes successful refinancing with no more restrictive terms. Otherwise, dividends to the restricted group may come under pressure. Issuer Profile Causeway Consortium Holdings (wider group) is an established service area operator of MSAs, trunk road service areas and PFS. It has number one market positions in Ireland and the US, and is second largest in the UK (58 sites). The Fitch-rated Applegreen restricted group comprises operations in Ireland (184 sites) and the US (175 sites), of which 120 are large MSAs, and around 240 are smaller PFS and dealer sites. Date of Relevant Committee 02 January 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Causeway Consortium Holdings Limited LT IDR B- New Rating B-(EXP) Applegreen Ireland Investments Finance Limited senior secured LT B- New Rating RR4 B-(EXP) Applegreen Finance (Ireland) DAC senior secured LT B- New Rating RR4 B-(EXP) CIFC EUROPEAN IV: Fitch Hikes Rating on Class E Notes to 'BB+sf' ---------------------------------------------------------------- Fitch Ratings has upgraded CIFC European Funding CLO IV DAC's class C, D and E notes, while affirming the rest. The Outlooks are Stable. Entity/Debt Rating Prior ----------- ------ ----- CIFC European Funding CLO IV DAC Class A XS2354686979 LT AAAsf Affirmed AAAsf Class B-1 XS2354687605 LT AAsf Affirmed AAsf Class B-2 XS2354688322 LT AAsf Affirmed AAsf Class C XS2354689056 LT A+sf Upgrade Asf Class D XS2354689643 LT BBB+sf Upgrade BBB-sf Class E XS2354690492 LT BB+sf Upgrade BBsf Class F XS2354689999 LT Bsf Affirmed Bsf Transaction Summary CIFC European Funding CLO IV DAC is a cash flow CLO actively managed by CIFC Asset Management Europe Ltd. It closed on 19 August 2021 and will exit the reinvestment period on 18 July 2026. KEY RATING DRIVERS Stable Performance: Since Fitch's last review in March 2024, the portfolio's performance has remained stable. Based on the last trustee report dated 8 January 2025, the transaction was passing all of its collateral-quality and portfolio-profile tests. The transaction is currently above target par. The transaction has 2.9% of assets with a Fitch-derived rating of 'CCC+' and below, as calculated by the trustee, versus a limit of 7.5%. The portfolio has no defaulted assets. Near- and medium-term refinancing risk is also low, with 2.6% of the assets in the portfolio maturing before end-2026, as calculated by Fitch. Large Cushion Supports Stable Outlooks: All notes have large default-rate buffers to support their ratings and should be capable of absorbing further defaults in the portfolio. The notes have sufficient credit protection to withstand potential deterioration in the credit quality of the portfolio at their ratings. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor (WARF) of the current portfolio is 25.0, as calculated by Fitch under its latest criteria. High Recovery Expectations: Senior secured obligations comprise 97.3% of the portfolio, as calculated by the trustee. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the current portfolio is 61.4%. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by trustee, is 10.1%, and no obligor represents more than 1.1% of the portfolio balance. Exposure to the three-largest Fitch-defined industries is 36% as calculated by the trustee. Fixed-rate assets reported by the trustee are 5.2% of the portfolio balance, which compares favourably with the current limit of 10%. Transaction Inside Reinvestment Period: The transaction is in its reinvestment period until July 2026, and the manager can reinvest any principal proceeds, subject to compliance with the reinvestment criteria. Given the manager's ability to reinvest, Fitch's analysis is based on a stressed portfolio and tested the ratings achievable by the notes across the Fitch matrices, since the portfolio can migrate to different collateral-quality tests limits. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Based on the current portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for CIFC European Funding CLO IV DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. CVC CORDATUS XXXIV: S&P Assigns B-(sf) Rating on Class F Notes -------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to CVC Cordatus Loan Fund XXXIV DAC's class A, B, C, D, E, and F notes. The preliminary ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which we expect to be bankruptcy remote. -- The transaction's counterparty risks, which we expect to be in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,889.48 Default rate dispersion 482.34 Weighted-average life (years) 4.50 Weighted-average life extended to cover the length of the reinvestment period (years) 4.51 Obligor diversity measure 127.06 Industry diversity measure 20.85 Regional diversity measure 1.11 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.00 Target 'AAA' weighted-average recovery (%) 36.48 Target weighted-average spread (%) 3.94 Target weighted-average coupon (%) 4.41 Liquidity facility This transaction has a EUR1.5 million liquidity facility, provided by The Bank of New York Mellon, with a maximum commitment period of four years and an option to extend for a further 24 months. The margin on the facility is 2.50% and drawdowns are limited to the amount of accrued but unpaid interest on collateral debt obligations. The liquidity facility is repaid using interest proceeds in a senior position of the waterfall or repaid directly from the interest account on a business day earlier than the payment date. For S&P's cash flow analysis, it assumes that the liquidity facility is fully drawn throughout the six-year period and that the amount is repaid just before the coverage tests breach. Rating rationale Under the transaction documents, the rated notes pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately four and half years after closing. S&P said, "At closing, we expect the portfolio to be well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the target weighted-average spread (3.94%), the target weighted-average coupon (4.41%), and the target weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned preliminary ratings. "Until the end of the reinvestment period on Oct. 20, 2029, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "At closing, we expect that the transaction's documented counterparty replacement and remedy mechanisms will adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher rating levels than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our preliminary ratings assigned to the notes. "For the class F notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a preliminary 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 24.96% (for a portfolio with a weighted-average life of 4.5 years), versus if it was to consider a long-term sustainable default rate of 3.1% for 4.5 years, which would result in a target default rate of 13.95%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. -- Following this analysis, S&P considers that the available credit enhancement for the class F notes is commensurate with the assigned preliminary 'B- (sf)' rating. S&P said, "Taking the above factors into account and following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that the assigned preliminary ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our preliminary ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A to E notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." The transaction securitizes a portfolio of primarily senior secured leveraged loans and bonds and will be managed CVC Credit Partners Investment Management Ltd. Ratings list Prelim Prelim amount Indicative Credit Class rating* (mil. EUR) interest rate (%)§ enhancement (%) A AAA (sf) 244.00 3/6-month EURIBOR + 1.20 39.00 B AA (sf) 50.00 3/6-month EURIBOR + 1.95 26.50 C A (sf) 23.00 3/6-month EURIBOR + 2.25 20.75 D BBB- (sf) 28.00 3/6-month EURIBOR + 3.15 13.75 E BB- (sf) 18.00 3/6-month EURIBOR + 5.75 9.25 F B- (sf) 12.00 3/6-month EURIBOR + 8.30 6.25 Sub NR 30.00 N/A N/A *The preliminary ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The preliminary ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §Solely for modeling purposes as the actual spreads may vary at pricing. The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. EURIBOR--Euro Interbank Offered Rate. HENLEY CLO I: Fitch Affirms 'B-sf' Rating on Class F-R Notes ------------------------------------------------------------ Fitch Ratings has upgraded Henley CLO I DAC class D-R notes and affirmed the rest. The Outlooks are Stable. Entity/Debt Rating Prior ----------- ------ ----- Henley CLO I DAC A-R XS2360085760 LT AAAsf Affirmed AAAsf B-1R XS2360086065 LT AAsf Affirmed AAsf B-2R XS2360086495 LT AAsf Affirmed AAsf C-R XS2360086578 LT Asf Affirmed Asf D-R XS2360086735 LT BBB+sf Upgrade BBBsf E-R XS2360086909 LT BB-sf Affirmed BB-sf F-R XS2360087113 LT B-sf Affirmed B-sf Transaction Summary Henley CLO I DAC is a cash flow CLO comprising mostly senior secured obligations. The transaction closed in July 2019, is actively managed by Napier Park Global Capital Ltd., and will exit its reinvestment period in January 2026. It is currently not breaching any of its tests. KEY RATING DRIVERS Stable Asset Performance: Since Fitch's last rating action in April 2024, the portfolio's performance has been stable. According to the last trustee report dated 16 December 2024, the transaction was passing all its collateral-quality and portfolio-profile tests. The transaction is currently 1% below par (calculated as the current par difference over the original target par). Exposure to assets with a Fitch-derived rating of 'CCC+' and below is 2.68%, according to the trustee, versus a limit of 7.5%. The portfolio has no defaulted assets, and total par loss remains below its rating-case assumptions. Large Cushion Supports Stable Outlooks: All notes have large default-rate buffers to support their ratings and should be capable of absorbing further defaults in the portfolio. The notes have sufficient credit protection to withstand potential deterioration in the credit quality of the portfolio at their ratings. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor (WARF) of the current portfolio was 25.7 as calculated by Fitch under its latest criteria as of 25 January 2025. High Recovery Expectations: Senior secured obligations comprise 99.9% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the current portfolio was 61.4% as of 25 January 2025. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 13.1%, and no obligor represents more than 2% of the portfolio balance. Exposure to the three-largest Fitch-defined industries is 33.7%, as calculated by the trustee. Fixed-rate assets reported by the trustee are at 2.5% of the portfolio balance compared with a limit of 15%. Transaction Inside Reinvestment Period: The transaction is in its reinvestment period until January 2026, and the manager can reinvest principal proceeds and sale proceeds from credit-improved obligations and credit-risk obligations, subject to compliance with the reinvestment criteria. Given the manager's ability to reinvest, Fitch's analysis is based on a stressed portfolio and tested the notes' achievable ratings across the Fitch matrix, since the portfolio can still migrate to different collateral- quality tests. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Henley CLO I DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. PERRIGO CO: Egan-Jones Retains BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on January 3, 2025, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Perrigo Company PLC. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Dublin, Ireland, Perrigo Company PLC engages in providing over-the-counter (OTC) self-care and wellness solutions. SIGNAL HARMONIC IV: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Signal Harmonic CLO IV DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Signal Harmonic CLO IV DAC Class A LT AAA(EXP)sf Expected Rating Class B LT AA(EXP)sf Expected Rating Class C LT A(EXP)sf Expected Rating Class D LT BBB-(EXP)sf Expected Rating Class E LT BB-(EXP)sf Expected Rating Class F LT B-(EXP)sf Expected Rating Subordinated Notes LT NR(EXP)sf Expected Rating Transaction Summary Signal Harmonic CLO IV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, second-lien loans and high-yield bonds. Note proceeds will be used to fund a portfolio with a target par of EUR500 million. The portfolio is actively managed by Signal Harmonic Limited and Signal Capital Partners Limited and the CLO will have an approximately five-year reinvestment period and a nine-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B' /'B-'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 24.8. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 62.8%. Diversified Portfolio (Positive): The transaction will include various concentration limits, including a fixed-rate obligation limit of 10%, a top 10 obligor concentration limit of 20%, and a maximum exposure to the three-largest Fitch-defined industries of 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a reinvestment period of about five years and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Postiive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage test and the Fitch 'CCC' bucket limitation test after reinvestment, as well as a WAL covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase in the mean default rate (RDR) and a 25% decrease in the recovery rate (RRR) across all the ratings of the identified portfolio would lead to downgrades of one notch each for the class B, C and D notes and to below 'B-sf' for the class F notes. The class A and E notes would not be affected. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Owing to the identified portfolio's better metrics and a shorter life than the Fitch-stressed portfolio, the class B, C, D, E and F notes each display a rating cushion of two notches, while the class A notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase in the mean RDR and a 25% decrease in the RRR across all the ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class A to D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction in the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches, except for the 'AAAsf' notes. During the reinvestment period, upgrades, based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Signal Harmonic CLO IV DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. WATERSTOWN PARK: Fitch Assigns 'B-sf' Final Ratings on Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Waterstown Park CLO DAC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Waterstown Park CLO DAC Class A-1 XS2961113680 LT AAAsf New Rating AAA(EXP)sf Class A-2 XS2961113847 LT AAAsf New Rating AAA(EXP)sf Class B XS2961114068 LT AAsf New Rating AA(EXP)sf Class C XS2961114225 LT Asf New Rating A(EXP)sf Class D XS2961114571 LT BBB-sf New Rating BBB-(EXP)sf Class E XS2961114738 LT BB-sf New Rating BB-(EXP)sf Class F XS2961114902 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS2961115115 LT NRsf New Rating NR(EXP)sf Transaction Summary Waterstown Park CLO DAC is a securitisation of mainly senior secured obligations (at least 96%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. The transaction has a target par of EUR400 million. The portfolio is actively managed by Blackstone Ireland Limited. The collateralised loan obligation (CLO) has a reinvestment period of 4.5 years and a seven-year weighted average life test (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 25.4. High Recovery Expectations (Positive): At least 96% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 63.3%. Diversified Portfolio (Positive): The transaction includes two Fitch test matrices effective at closing, corresponding to a seven-year WAL and to different fixed-rate asset limits of 5% and 12.5%. Both matrices are based on a top-10 obligor concentration limit at 20%. The transaction also has various portfolio concentration limits, including a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on the step-up date, which is almost one year after closing. The WAL extension is subject to conditions, including passing the collateral quality and coverage tests and the adjusted collateral principal amount is at least equal to the reinvestment target par balance. Portfolio Management (Neutral): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's matrix and the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include, passing both the coverage tests and the Fitch 'CCC' bucket limitation test post reinvestment, as well a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-1 and A-2 notes, would lead to downgrades of one notch each on the class B to E notes and to below 'B-sf' on the class F notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B to E notes each display a rating cushion of two notches, while the class F notes have a cushion of three notches. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to a downgrade of up to four notches for the rated notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch- stressed portfolio would lead to an upgrade of up to four notches for the rated notes, except for the 'AAAsf' rated notes. During the reinvestment period, upgrades, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Waterstown Park CLO DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. ========= I T A L Y ========= DOVALUE SPA: Fitch Assigns 'BB(EXP)' Rating on Sr. Secured Notes ---------------------------------------------------------------- Fitch Ratings has assigned doValue S.p.A.'s (doValue) proposed senior secured notes an expected rating of 'BB(EXP)'. The EUR300 million notes will have a five-year maturity and doValue will use their proceeds to redeem its existing EUR296 million senior secured notes due in July 2026 (ISIN: XS2367103780). The final rating is contingent upon the receipt of final documents conforming to the information already received. Key Rating Drivers Rating Equalised to IDR: The senior secured notes' expected rating is in line with doValue's 'BB' Long-Term Issuer Default Rating (IDR), reflecting Fitch's expectation of average recovery prospects, despite the notes' secured nature. The notes are secured by doValue's shares in its subsidiaries, which are also guarantors of the bonds. The notes rank pari passu with the company's bank facilities and with its existing EUR296 million senior secured notes due in July 2026. Transaction Is Rating Neutral: Fitch expects that this transaction will be neutral to doValue's leverage, given that its proceeds will be used to repay existing borrowings. Fitch calculates that doValue's leverage, defined as gross debt-to-EBITDA, was about 3.7x at end-2024 based on the terms of recent transactions (ie acquisition of Gardant, rights issue, bond refinancing) and doValue's pro forma trailing-12-month figures for end-3Q24 consolidating Gardant. The key rating drivers for doValue's Long-Term IDR are outlined in its rating action commentary published on 19 June 2024 (see 'Fitch Affirms doValue at 'BB'; Outlook Stable'). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Any negative action on doValue's Long-Term IDR would drive corresponding action on the expected rating of the proposed notes. The expected rating may also be downgraded if Fitch believed that recovery prospects were likely to weaken materially, although this is not Fitch's base case. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of doValue's Long-Term IDR would result in a similar action on the expected rating of the proposed bonds. Significant improvements to the notes' recovery prospects, for example, due to the issuance of material lower-ranking unsecured or subordinated debt, could lead Fitch to notch the notes' rating up from the Long-Term IDR. Date of Relevant Committee 18-Jun-2024 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ doValue S.p.A. senior secured LT BB(EXP) Expected Rating =================== K A Z A K H S T A N =================== FORTEBANK JSC: Fitch Rates USD400MM 7.75% Unsec. Eurobond 'BB' -------------------------------------------------------------- Fitch Ratings has assigned ForteBank JSC's (Forte) USD400 million 7.75% five-year senior unsecured Eurobond issue a final long-term rating of 'BB'. The assignment of the final rating follows the completion of the issue and receipt of documents conforming to the information previously received. The final rating is the same as the expected rating assigned on 20 January 2025 (see Fitch Rates Fortebank's Upcoming Senior Unsecured Eurobond 'BB(EXP)'). Key Rating Drivers The Eurobond's rating is in line with Forte's Long-Term Issuer Default Ratings (IDRs) of 'BB', as the notes represent unconditional, senior unsecured obligations of the bank, which rank pari passu with all other unsecured unsubordinated obligations of Forte. Forte's IDRs are driven by the bank's intrinsic credit strength. This factors in solid capital and liquidity buffers and robust operating profitability, providing a strong buffer against potential credit losses. Nonetheless, the ratings are constrained by the bank's fairly narrow franchise in the highly concentrated Kazakh banking sector, and above-average credit costs in the unsecured retail segment, which put pressure to the bank's asset quality and weigh down its assessment of the risk profile. For more details on Forte's ratings and credit profile, see 'Fitch Affirms ForteBank at 'BB'; Outlook Stable', dated 21 August 2024. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Forte's senior unsecured debt rating would be downgraded if the bank's IDRs were downgraded. Forte's IDRs could be downgraded on a material weakening of asset quality or capitalisation. In particular, the ratings could be downgraded if higher loan impairment charges consume most of the profit for several consecutive quarterly reporting periods. In addition, downward rating pressure may result from a combination of weaker profitability, faster loan growth and large dividend distributions reducing the Fitch core capital ratio to below 15% on a sustained basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Forte's senior unsecured debt rating would be upgraded if the bank's IDRs were upgraded. A stronger risk profile and continued asset-quality improvement, underlined by a substantially lower cost of risk, could justify an upgrade. This should be accompanied by an extended record of business-model stability. Date of Relevant Committee 20 August 2024 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- ForteBank JSC senior unsecured LT BB New Rating BB(EXP) =================== L U X E M B O U R G =================== SAAVI ENERGIA: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned Saavi Energia S.a.r.l first-time Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) of 'BB-'. Fitch has rated the company's proposed up to USD1.115 billion senior unsecured notes 'BB-'. The Rating Outlook is Stable. Saavi's ratings are supported by the solid business position of its subsidiaries, Cometa Energía S.A. de C.V. (BBB-/Stable) and Tierra Mojada Luxembourg II S.a.r.l. (notes BBB-/Stable). Saavi relies exclusively on subsidiary dividends to service debts. The ratings are limited by high consolidated leverage and structural debt subordination. Note proceeds will refinance USD350 million in secured notes for Electricidad Firme de Mexico Holdings, S.A. de C.V. (EFM/BB) and fund loans to Cometa for gas turbines (USD65 million) and the La Lucha solar facility (USD 150 million). Proceeds will also fund a USD180 million facility to acquire Tierra Mojada. USD100 million and USD115 million will fund opco-level liability management, and USD150 million will be used for general purposes. Key Rating Drivers Stable Dividend Stream: Saavi's ratings are supported by the quality of the dividends received from its indirect 100% ownership of Cometa and Tierra Mojada. Fitch forecasts average dividends and distributions received from Cometa to be around USD74 million and of around USD68 million from Tierra Mojada during 2025-2027. Saavi benefits from Cometa's and Tierra Mojada's good market position as efficient independent power producers in Mexico, diversified asset bases and improving credit metrics. After the refinancing, Cometa's debt will decrease in USD315 million; USD65 million from the mobile units credit loan, USD150 million from the La Lucha credit loan and US100 million from Cometa bond prepayment. Tierra Mojada's debt will decrease by USD115 million from bond prepayment, which reduces amortization by approximately USD18 million annually and allows the elimination of the cash sweep for the next five years. Debt prepayment enables the Opcos to increase expected distributions to Saavi, which should improve its leverage, coverage metrics and FCF generation. High Consolidated Leverage: Fitch expects Saavi consolidated leverage to remain below 5.85x over the rating horizon. Fitch expects Saavi's leverage (Total Debt at the HoldCo/ distributions received from Opcos) to be around 9.6x in 2025, decrease to around 6.7x in 2027, and gradually continue declining as Cometa's and Tierra Mojada's secured notes amortize. The amortizing structure of the Opco debt reduces the group's exposure to refinancing risks. Structural Subordination: Even after the Opco's debt prepayment, Saavi's new debt issuance of USD1.115 billion will remain structurally subordinated to Cometa's and Tierra Mojada's outstanding secured notes. Saavi relies on dividends received from Cometa and Tierra Mojada to service its own financial obligations. A substantial increase in leverage at Cometa and/or Tierra Mojada would reduce Opco headroom to make shareholder distributions, thereby affecting Saavi's credit quality. This risk is mitigated by Cometa's and Tierra Mojada's stable cash distributions to its parent. Cometa's and Tierra Mojada's additional debt prepayment strengthens their capacity to increase the distribution of cashflows to the Holdco. Parent-Subsidiary Linkage: A parent and subsidiary linkage exists between Saavi and its stronger operating subsidiaries, Cometa and Tierra Mojada. According to Fitch's Linkage Factor Assessment, there is an insulated legal ring-fencing relationship because Cometa and Tierra Mojada have a covenant restricting dividend distribution to a minimum of 1.2x debt service coverage ratio (DSCR) after distribution. Off-Taker Risk Limits Opcos's Ratings: Saavi's ratings are limited by the credit quality of Cometa's and Tierra Mojada's off-takers. CFE and Government Related Entities represent an important amount of its opco revenues and EBITDA. Fitch views positively the company's off-taker diversification, energy exports to the California Independent System Operator, which Cometa expects to represent around 12% of EBITDA in 2024. Approximately 70% of the Tierra Mojada plant's capacity is covered under a power purchase agreement (PPA) with CFE Calificados, guaranteed by CFE for the duration of the debt. Derivation Summary Saavi's ratings compare well with those of other Holdco utility companies in the region, such as A.I. Candelaria (Spain), S.A. (BB/Stable). These Holdcos depend on cash distributions from their respective main subsidiaries, Cometa and Tierra Mojada, and OleoductoCentral S.A. (OCENSA; BB+/Stable) to service their financial obligations. Fitch rates A.I. Candelaria one notch higher than Saavi, because its ratings are supported by the quality of the dividends received from its 27.35% stake in OCENSA and Ecopetrol S.A. (BB+/Stable), which indirectly owns 72.65% of OCENSA. AI Candelaria's capital structure gross leverage measured as total debt/dividends received was 4.7 as of YE 2023. Saavi's rating compare well with TerraForm Power Operating, LLC (TERPO) BB-/Stable. TERPO's ratings and Outlook are supported by relatively stable, long-term contracted and regulated cash flows from a diversified portfolio of renewable projects. Fitch calculates TERPO's credit metrics on a deconsolidated basis due to non-recourse financing of its operating assets, and projects holding company-only FFO leverage to average 5.5x through the 2024-2027 forecast period. For Saavi, the amortizing notes of Cometa and Tierra Mojada will contribute to leverage at the holdco level, while Saavi's leverage is expected to about 5.8x in 2025. Key Assumptions - Saavi's average annual EBITDA after associates at USD419 million (Cometa USD227 million and Tierra Mojada USD192 million) during 2025-2027; - Plants remain contracted until their respective PPA end date. Excess capacity is assumed to be merchant, excess energy is sold into the wholesale market. - Average total capacity of GW3.7 (includes 100% of Bajío). Average natural gas prices of USD3.44 per MMBTU. Average Heat Rate of 7.48 Wh/MMBTU; - Cometa's annual average Capex of around USD45 million and Tierra Mojada's USD11 million during 2025-2027. - Average annual cash distribution of Cometa to be around USD74 million and of around USD68 million from Tierra Mojada during 2025-2027, contingent on meeting the required debt service reserve account and 1.2x DSCR. - Liability management of USD100 million in Cometa and USD115 million in Tierra Mojada. The prepayment allows the elimination of the cash sweep of Tierra Mojada's secured notes for the next five years. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade of Cometa's and Tierra Mojadas credit ratings; - Significant additional debt at Cometa or Tierra Mojada that increases the structural subordination and reduces dividends to Saavi; - Leverage measured as debt to cash distributions sustainable above 7.0x, over the rating horizon while consolidated leverage measured as total debt to EBITDA above 5.5x on a sustained basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of Cometa's or Tierra Mojada's credit ratings; - Leverage, measured as Holdco debt to cash distributions, below 5.0x over the rating horizon while consolidated leverage, measured as total debt/EBITDA, is sustained below 5.0x. Liquidity and Debt Structure Saavi's liquidity is adequate and supported by the consistent cash distributions from its operating subsidiaries, Cometa and Tierra Mojada. Saavi's debt service is limited to interest payments through the medium term, as the notes mature in 2035. Opco's liquidity is further enhanced by a committed revolving credit line facility of up to USD225 million with five banks, of which up to USD80 million can be used for working capital needs at Cometa level and up of to USD200 million at Tierra Mojada level, or which up to 42.3 million can be used for working capital needs. As of Sept. 30, 2024, Cometa reported USD71 million in cash and cash equivalents and Tierra Mojada USD28 million. Issuer Profile Saavi owns 100% of Cometa and Tierra Mojada. Cometa is the second largest independent power producer (IPP) in Mexico with approximately 2.8 GW. Tierra Mojada is an 970 MW natural gas combined-cycle gas turbine plant. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ Saavi Energia S.a r.l. LT IDR BB- New Rating LC LT IDR BB- New Rating senior unsecured LT BB- New Rating ===================== N E T H E R L A N D S ===================== INTERNATIONAL PARK: S&P Withdraws 'B-' LT Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings withdrew its 'B-' long-term issuer credit rating on International Park Holdings B.V. at the issuer's request. The withdrawal followed a refinancing transaction and full repayment of its EUR640 million outstanding senior secured term loan B as of Jan. 31, 2025. The outlook was stable at the time of the withdrawal. =========== S E R B I A =========== SERBIA: Fitch Affirms 'BB+' Foreign Currency IDR, Outlook Positive ------------------------------------------------------------------ Fitch Ratings has affirmed Serbia's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB+' with a Positive Outlook. Key Rating Drivers Credit Fundamentals: Serbia's ratings are supported by a sound policy mix, including a record of prudent fiscal management, robust economic growth outlook, strengthened international reserves and stronger GDP per capita compared with the 'BB' median. Set against these factors are Serbia's greater share of foreign-currency-denominated public debt than peer group medians, as well as a high degree of banking sector euroisation and large current account deficits. Positive Outlook: The Positive Outlook reflects robust investment-led economic growth, underpinned by the "Leap into the Future - Serbia Expo 2027" plan, continued government debt reduction, a strengthened external position and sound management of the recent inflation shock. Solid growth has supported an almost 80% increase in GDP per capita in US dollar terms between 2018 and 2024. Fiscal policy, anchored on an IMF programme, will support further debt reduction over the medium term, amid increased capex. Large Investment Pipeline: Short-term growth prospects are robust and will be led by public and private investment. The "Leap into the Future - Serbia Expo 2027" plan contains EUR18 billion (21.8% of 2024 GDP, to be spent over 2024-2027) allocated to 320 public investment projects centred on the Belgrade Expo 2027. The Expo itself will account for EUR1.2 billion of the total with the remaining investment directed to road and rail, industrialisation and other infrastructure projects. Fitch has greater clarity on the fiscal implications and costs of major investment projects than at the time of its last review in August, but the precise sequencing of project implementation remains unclear. The authorities have a reasonably good record of project execution, although handling this magnitude of projects could pose challenges and Fitch expects some under-execution of budgeted capex. Strong Economic Growth: Fitch forecasts real GDP growth to rise from an expected 3.9% in 2024 to 4.2% in 2025 and 4.4% in 2026, with trend growth estimated at 4%. Private consumption will remain solid, supported by a robust labour market and steady inflow of remittances. Net exports will be negative given the high import bill, but new export capacities and the recovery of EU trade partners will support export growth. Successful implementation of infrastructure projects may boost productivity in the medium term. Falling Government Debt: Fitch expects fiscal policy will be consistent with gradual debt reduction and should limit the risks of overheating, despite high investment spending. Fitch forecasts general government debt/GDP to decline to 46.6% in 2024, from 48.4% in 2023, and to below 45% by end-2027, below the current 'BB' median. The lower debt level compared with the August review reflects an upward revision of national account data. Debt reduction will be supported by strong nominal GDP growth and primary deficits averaging 0.4%. Higher Fiscal Deficits, Investment: Fitch estimates the general government deficit was 2.1% of GDP in 2024, below the revised target of 2.7%, reflecting higher revenue from excise duties, corporate income tax, dividend payment and social contributions, and lower current expenditure. The government revised the fiscal deficit targets for 2025-2027 to 3%, from 2.5% in 2025 and 2.3% in 2026-2027 originally. Higher deficit targets reflect increased capex, which is planned at 7.4% of GDP in 2025-2027, and higher defence expenditure. The increase in the deficit targets was agreed with the IMF under the new Policy Coordination Instrument. Given the record of budget over-performance and considering potential expenditure under-execution, Fitch expects the deficit to widen to 2.6% in 2025-2026, below the 'BB' median. Domestic Political Uncertainty: At end-January 2025, Prime Minister Vucevic resigned, following months of protests over the accident at a railway station in Novi Sad in 2024. This has led to the collapse of the government, which had been in place since May 2024. Under the constitution, a new government needs to be appointed within a month, or the president will have to call early elections. In Fitch's view, the impact of the current political situation on the policy mix should be small but it could lead to increased spending pressures or delay in reform and project implementation. Strengthened External Position: The external position continued to strengthen as strong net FDI and portfolio inflows more than fully covered the widening current account deficit (CAD). Balance of payments data for 11M24 show a CAD of EUR4.3 billion (5.2% of projected 2024 GDP) and net FDI inflows of EUR4.1 billion. Central bank purchases to offset exchange rate appreciation pressure reached EUR2.7 billion and a USD1.5 billion Eurobond issued in June lifted total reserves to EUR32.5 billion at end-2024, up EUR4.6 billion since end-2023. Wider CAD: Fitch expects the investment-driven rise in the import bill will widen the CAD to 6.2% of GDP in 2025-2026, from 5.8% in 2024. Net FDI and portfolio inflows will fully cover the deficit in 2025 and 2026, allowing an increase in reserves in each year. Fitch estimates reserve coverage peaked at 6.2 months of current external payments in 2024, above the estimate for the 'BB' median of 4.9 months, before falling to 5.9 months in 2026. Inflation to Stay Within Target: Headline inflation averaged 4.6% in 2024. Fitch expects inflation to move within the upper range of the tolerance band (3% +/- 1.5%) in 2025 and to gradually move toward the inflation target at end-2026. Fitch sees CPI on average at 3.7% in 2025 and 3.3% in 2026, marginally above the current 'BB' median. After the National Bank of Serbia reduced rates by a cumulative 75bp to 5.75% in 2024, Fitch expects it to remain cautious and to cut the policy rate by a total of 100bp in 2025, amid external and domestic pressures. ESG - Governance: Serbia has an ESG Relevance Score (RS) of '5' for both Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model. Serbia has a medium WBGI ranking at 48th percentile reflecting a moderate level of rights for participation in the political process, moderate institutional capacity, established rule of law and a moderate level of corruption. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Public Finances: An increase in general government debt/GDP, for example, due to a structural fiscal loosening and/or substantial capital spending overruns. - Macro: Weaker economic growth, for example, from markedly lower FDI, prolonged domestic political uncertainty and/ or increase in geopolitical risks. - External Finances: An increase in external vulnerabilities, for example, from intensified financing pressures or a worsening of imbalances, leading to a sharp fall in FX reserves, or higher external debt and interest costs. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Public Finances: Greater confidence in a downward trajectory of general government debt/GDP. - Macro: Continued robust GDP growth that supports ongoing convergence in GDP per capita with higher rated peers, while maintaining macroeconomic stability. - Structural: An improvement in governance, potentially incorporating steps that would smooth EU accession prospects. Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary SRM assigns Serbia a score equivalent to a rating of 'BB+' on the Long-Term Foreign-Currency (LT FC) IDR scale. Fitch's sovereign rating committee did not adjust the output from the SRM to arrive at the final LT FC IDR. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a LT FC IDR. Fitch's QO is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and/or not fully reflected in the SRM. Country Ceiling The Country Ceiling for Serbia is 'BBB-', 1 notch above the LTFC IDR. This reflects moderate constraints and incentives, relative to the IDR, against capital or exchange controls being imposed that would prevent or significantly impede the private sector from converting local currency into foreign currency and transferring the proceeds to non-resident creditors to service debt payments. Fitch's Country Ceiling Model produced a starting point uplift of 0 notches above the IDR. Fitch's rating committee applied a +1 notch qualitative adjustment under the Long-Term Institutional Characteristics pillar reflecting the importance of FDI to Serbia's open economy and the EU accession process. ESG Considerations Serbia has an ESG Relevance Score of '5' for Political Stability and Rights as World Bank Governance Indicators have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and a key rating driver with a high weight. As Serbia has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Serbia has an ESG Relevance Score of '5' for Rule of Law, Institutional & Regulatory Quality and Control of Corruption as World Bank Governance Indicators have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and are a key rating driver with a high weight. As Serbia has a percentile rank below 50 for the respective Governance Indicators, this has a negative impact on the credit profile. Serbia has an ESG Relevance Score of '4' for Human Rights and Political Freedoms as the Voice and Accountability pillar of the World Bank Governance Indicators is relevant to the rating and a rating driver. As Serbia has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Serbia has an ESG Relevance Score of '4[+]' for Creditor Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for Serbia, as for all sovereigns. As Serbia has a track record of 20 years without a restructuring of public debt and captured in its SRM variable, this has a positive impact on the credit profile. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Serbia LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B LC LT IDR BB+ Affirmed BB+ LC ST IDR B Affirmed B Country Ceiling BBB- Affirmed BBB- senior unsecured LT BB+ Affirmed BB+ Senior Unsecured-Local currency LT BB+ Affirmed BB+ ========= S P A I N ========= TELEFONICA SA: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on January 7, 2025, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Telefonica SA. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Madrid, Spain, Telefonica SA operates as a telecommunications company. VALENCIA HIPOTECARIO 3: Fitch Affirms 'CCCsf' Rating on Cl. D Notes ------------------------------------------------------------------- Fitch Ratings has upgraded Valencia Hipotecario 3, FTA's class B notes and affirmed the others. Fitch has removed all tranches from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Valencia Hipotecario 3, FTA Class A2 ES0382746016 LT AAAsf Affirmed AAAsf Class B ES0382746024 LT AA+sf Upgrade AAsf Class C ES0382746032 LT A+sf Affirmed A+sf Class D ES0382746040 LT CCCsf Affirmed CCCsf Transaction Summary The transaction is a securitisation of Spanish residential mortgages serviced by CaixaBank, S.A. (A-/Stable/F2). KEY RATING DRIVERS European RMBS Rating Criteria Updated: The rating actions reflect Fitch's updated European RMBS Rating Criteria. This adopted a non-indexed current loan-to-value (LTV) approach to derive the base foreclosure frequency (FF) on the portfolio, instead of the original LTV approach applied before. Another relevant change is the updated borrower-level recovery rate cap of 85%, lower than the 100% before. The portfolio credit analysis is driven by the minimum loss vector (e.g. 5% at the 'AAA' rating case). For more information see "Fitch Ratings Updates European RMBS Rating Criteria; Sets FF and HPD Assumptions" dated 30 October 2024. Ratings Capped by Counterparty Risks: The class C notes' rating is capped and linked at the transaction account bank (TAB) provider's rating (Barclays Bank plc, A+/Stable) as the cash reserves held at this entity represent the main source of structural credit enhancement (CE) for the notes and the sudden loss of these funds would imply a model-implied downgrade of 10 or more notches in accordance with Fitch's criteria. Sufficient CE: Fitch deems the notes to be sufficiently protected by CE able to compensate the credit and cash flow stresses associated with the ratings. Fitch expects CE to continue increasing due to the mandatory sequential amortisation of the notes. Stable Asset Performance Outlook: The rating actions reflect the transaction's broadly stable asset performance, in line with its neutral outlook for eurozone RMBS. The transaction has a low share of loans in arrears over 90 days (at 0.8% of outstanding pool balance as of the latest reporting dates), is protected by substantial seasoning of the portfolio above 19 years, and has low current LTV ratios below 25%. Cumulative defaults are also contained at around 4% relative to the initial pool balance. The portfolio is highly concentrated in the region of Valencia where around 70% of the properties are located. To address regional concentration risk, Fitch applied higher rating multiples to the base FF assumption to the portion of the portfolio that exceeds 2.5x the population within this region relative to the national total, in line with its European RMBS Rating Criteria. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - For the class A notes, a downgrade of Spain's Long-Term Issuer Default Rating (IDR) that could decrease the maximum achievable rating for Spanish structured finance transactions. This is because these notes are rated at the maximum achievable rating, six notches above the sovereign IDR. - CE ratios unable to fully compensate the credit losses and cash flow stresses associated with the current ratings, all else being equal, would also result in downgrades. For instance, an increase in defaults and a decrease in recoveries each by 15% would result in a two-notch downgrade of the class B notes. - For the class C notes, a downgrade of the TAB's long-term rating could trigger a corresponding downgrade of the notes. This is because their rating is capped at the TAB's rating due to excessive counterparty risk. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The class A notes are rated at the highest level on Fitch's scale and cannot be upgraded. - For the class B notes, stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing CE and potentially upgrades. For instance, a combination of decreased defaults and increased recoveries by 15% each could trigger a one-notch upgrade. - For the class C notes, an upgrade of the TAB's long-term rating could trigger a corresponding upgrade. This is because their rating is capped at the TAB's rating due to excessive counterparty risk. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Valencia Hipotecario 3, FTA Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch did not undertake a review of the information provided about the underlying asset pool ahead of the transaction's initial closing. The subsequent performance of the transaction over the years is consistent with the agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS The class C notes are capped at the TAB provider's rating due to excessive counterparty exposure. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. ===================== S W I T Z E R L A N D ===================== TRANSOCEAN LTD: Egan-Jones Retains 'CCC-' Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on January 21, 2025, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Transocean Ltd. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Vernier, Switzerland, Transocean Ltd. is an offshore drilling contractor. =========== T U R K E Y =========== LIMAK YENILENEBILIR: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned LIMAK YENILENEBILIR ENERJI ANONIM SIRKETI (Limak RES) an expected first-time Long-Term Issuer Default Rating (IDR) of 'BB-(EXP)' with a Stable Outlook. Fitch has also assigned an expected senior unsecured rating of 'BB-(EXP)' to the company's proposed USD450 million senior green amortising notes. The Recovery Rating on the senior unsecured debt is 'RR4'. The assignment of final ratings is contingent on receiving final documentation that materially conforms to the information already provided. The ratings reflect Limak RES's small scale, limited geographical diversification, and nearly 90% of its EBITDA being generated from two plants. These factors are offset by strong revenue visibility, good asset quality, low offtake risk, and supportive regulation for renewable energy producers in Turkiye (BB-/Stable). Additionally, the foreign-exchange (FX) risk of the upcoming debt is largely mitigated by naturally hedged revenue. Key Rating Drivers Small Renewable Genco: Limak RES is a small renewable energy producer with a total installed capacity of 829MW at end-November 2024, representing less than a 1% market share in Turkiye. It operates two hydro plants, four solar power plants, and one geothermal plant, located in several regions of Turkiye. The group also has a 50% stake in three hydro plants, with a total installed capacity of 156MW (based on stake-adjusted capacities). Reliance on Hydro: Limak RES's two hydro plants have an installed capacity of 696MW and are estimated to have generated almost 90% of the group's EBITDA in 2024, reflecting high asset concentration. Fitch expects this percentage to drop in the medium term as the group has two hydro plants under construction and development that are expected to be operational in 2027 and 2029, respectively, based on management expectations. Sound Asset Quality: Limak RES has good asset quality, with fully clean and fairly young plants. Its operating hydro plants have a reservoir capacity that allows the group to generate ancillary revenues and produce electricity during high-price periods, securing a premium over average spot prices. Supportive Regulation: Sixty-three per cent of Limak RES's capacity is eligible to benefit from the renewable energy support mechanism, known as YEKDEM, and the Renewable Energy Resource Area. YEKDEM is a law that provides fixed feed-in tariffs (FiTs) denominated in US dollars for 10 years. Assets under YEKDEM framework benefit from a lack of price risk and low offtake risk as all renewable generation is purchased by Energy Market Regulatory Authority. After 10 years, assets switch to merchant status and start selling at wholesale prices in Turkish liras, which results in price and FX risks. Fairly Stable Merchant Exposure: Limak RES has 5.5 years on average of remaining FiT life, which is higher than that of other Fitch-rated peers in Turkiye and supports its business risk profile and debt capacity. Fitch expects FiT revenues to remain above 50% in 2025-2026 and to increase to 70% by 2029, with the commissioning of its two new incentivised hydro plants. It has the option to keep part of the production out of the FiT, which can be exercised on a yearly basis and allows it to retain some upside in the event of particularly favourable price expectations, as happened in 2022-2024. Growth Capex Weighs on FCF: Fitch forecasts a total capex of USD660 million (TRY28.2 billion) across 2024-2028, mostly related to the development of its two new hydro power plants, as well as Alkumru Hybrid Solar Power Plant and a solar plant. The high capex will lead to cumulatively negative free cash flow (FCF) in 2024-2028 of USD209 million (TRY9.2 billion). Depleted Leverage Headroom: Fitch expects a gradual increase in funds from operations (FFO) net leverage to 3.5x by 2028 from an estimated 2.4x in 2024. However, FFO net leverage will average 3.1x in 2025-2028 and still be consistent with its rating sensitivities. Moreover, Fitch expects leverage to fall in 2029, following full-year contributions from the Incir and Pervari power plants. Capex Flexibility: Limak RES has flexibility in executing its growth capex, and could alter its capex schedule to manage its debt and leverage. Fitch sees some execution risk in its large capex programme, as a delay or cost overrun would lead to a higher peak in leverage and slower deleveraging. Limak RES has an internal target of net debt/EBITDA of 3.0x. Related-Party Transactions: In 2023 and 2024 Limak RES sold part of its production directly to its sister company Limak Enerji Ticareti A.S., leading to higher receivables due from related parties. Fitch understands from management that the funds were fully collected gradually, as of January 2025. The proceeds were distributed to its parent owner (a shareholder loan repayment and one-off distribution) and will be used to settle some payables. Fitch does not expect similar transactions with related parties as the bond prospectus will include specific covenants restricting related-party transactions. Rating on a Standalone Basis: Fitch's evaluation of the relationship between Limak RES and its parent company, Limak Holding A.S, under its Parent Subsidiary Linkage Criteria, results in a standalone rating approach. Under the anticipated bond documentation, Limak RES's debt financing is independent from its parent, without cross-guarantees or cross-default clauses. Its rating case does not include any dividend. Bond Documentation Protection: Fitch expects bondholders to benefit from a comprehensive set of covenants. These include a cumulative cap on dividend payments (limited to 50% of consolidated net profit) and additional debt incurrence threshold of net debt/EBITDA of 3.0x, which would also prevent distributions. It will include specific covenants restricting related-party transactions. Derivation Summary Limak RES operates under the same regulatory framework as its closest peers, Zorlu Enerji Elektrik Uretim A.S. (B+/Stable) and Aydem Yenilenebilir Enerji Anonim Sirketi (B/Positive). Fitch assesses Aydem's business risk profile as weaker than Limak RES's, given its increasing merchant exposure, which is expected to reach 85% by end-2027, compared with Limak RES's 40%. Moreover, Limak RES's financial profile is more robust, with a lower projected FFO net leverage of 3.2x in 2024-2028, compared with 4.0x for Aydem. This results in a higher rating by two notches. Fitch regards Limak RES's business risk profile as slightly weaker than Zorlu's and therefore assign a slightly higher debt capacity to Zorlu. The latter benefits from exposure to regulated electricity distribution in Turkiye, which Fitch views as supportive, though its framework is less transparent than that in western Europe, especially in a high inflation environment. Additionally, Limak RES's reliance on hydro leads to slightly more volatile generation volumes versus the stable output from Zorlu's geothermal power plants. On the other hand, Zorlu's remaining incentive life under YEKDEM is shorter. The one-notch difference is attributed to Zorlu's higher FFO net leverage, which Fitch forecasts at 4.2x in 2024-2026, and a weaker FFO interest coverage ratio. Limak RES's business profile is stronger than Uzbekistan-based hydro power generator Uzbekhydroenergo JSC's (UGE, BB-/Stable, SCP b+), due to higher revenue visibility supported by FiT and its superior asset quality. Uzbekhydroenergo has a lower debt capacity than Limak RES, though this is based on gross leverage. Key Assumptions - GDP growth in Turkiye of 3.5% per year over 2024-2028 - Inflation of 60% in 2024 and averaging 20% per year in 2025-2028 - Exchange rate (year-end) US dollar/Turkish lira of 36 in 2024, increasing to 52 in 2028 - Electricity generation volumes at 3% to 5% below management forecasts over 2024-2028 - Wholesale price of around USD73/MWh over 2024-2028 (before achieved premiums for hydro) - A positive change in working capital of USD64 million (TRY2.4 billion) in 2025, followed by an average cash inflow from working capital of 3% of revenues in 2026-2028 - Average annual capex of USD97 million (TRY3.5 billion) in 2024-2025 and USD154 million (TRY7 billion) in 2026-2028 - Bond issue of USD450 million in 2025 - No dividend distribution over 2024-2028, in line with management forecast RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade of Turkiye's Country Ceiling, currently at 'BB-' - Generation volumes well below current forecasts or higher-than-expected capex leading to an FFO net leverage above 3.5x on sustained basis - FFO interest cover below 2.8x on a sustained basis - Deterioration of the business mix with FiT-linked revenue representing less than 50% on a structural basis could lead to a tightening of rating sensitivities Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of Turkiye's Country Ceiling, together with FFO net leverage below 2.8x and FFO interest coverage above 3.5x on a sustained basis - Increased scale of operation, with better diversification Liquidity and Debt Structure Fitch estimates Limak RES's cash and cash equivalents at USD30 million (TRY1.07 billion) at end-2024. Fitch expects positive FCF generation in 2025 of TRY1,012 million (USD26 million). Fitch expects these funds to sufficiently cover short-term debt of TRY1,692 million (USD47 million) in 2025. However, Fitch projects FCF to turn negative in 2026-2027, driven by large capex. Fitch expects that funds from the new bond issue (USD450 million) will support liquidity and facilitate the funding of its long-term investment plan. Under its rating case, the group would not need to issue new debt until 2027, after the upcoming bond issue. Issuer Profile Limak RES is a renewable energy power generation company based in Turkiye. Date of Relevant Committee 08 January 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- LIMAK YENILENEBILIR ENERJI ANONIM SIRKETI LT IDR BB-(EXP) Expected Rating senior unsecured LT BB-(EXP) Expected Rating RR4 TURKIYE: Fitch Affirms 'BB-' Foreign Currency IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Turkiye's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook. Key Rating Drivers Weak Policy Framework, Low Debt: Turkey's ratings reflect a record of political interference in monetary policy, high inflation, low external liquidity in the context of high financing requirements and weaker governance relative to peers. These credit weaknesses are set against low government debt, continuous access to external financing, a resilient banking sector, and high GDP per capita relative to rating peers. Expectation of Consistent Policies: The Central Bank of the Republic of Turkiye (CBRT) has begun its monetary easing cycle with two consecutive 250bp cuts to 45% since December. Fitch expects it to reduce its policy rate to 28% by end-2025. The CBRT will maintain a tight monetary stance to support disinflation with the aid of macroprudential measures (including monthly credit growth limits) and continued real appreciation of the lira (albeit to a lower degree compared with 2024). In its baseline, overall policy consistency will improve in 2025 due to projected fiscal consolidation and the relatively moderate minimum wage increase (30%). High Inflation, Policy Risks: Fitch forecasts average annual inflation to decline materially to 32.8% in 2025, down from 60.2% in 2024. Turkiye will continue to have the highest inflation among 'B' and 'BB' rated sovereigns. Given the still high projected inflation, sticky expectations and still volatile market sentiment, the rapid easing of monetary policy or the abandonment of the current policy direction, which is not its base case, could reignite inflationary pressures and consequently macro-financial stability and balance of payments risks. Improved External Buffers: International reserves rose by USD14 billion to USD155 billion in 2024 and their composition improved significantly. Since unwinding FX swaps with local banks, the central bank's net foreign assets (excluding FX swaps with other central banks) rose from a low of minus USD75 million to USD39 billion in early 2025 due to reduced financial dollarisation and FX demand, capital inflows and increased access to external borrowing. Positive real interest rates, low current account deficits and capital inflows will likely support the durability of the improvement in external buffers. Consequently, Fitch forecasts Turkiye will maintain reserves coverage broadly in line with peers, as reserves will rise to USD175 billion by 2026, equivalent to 4.8 months of current external payments. Reduced Contingent FX Liabilities: FX-protected deposits have fallen below USD30 billion in early-2025, from a peak of USD138 billion in August 2023. Fitch expects FX -protected deposits to continue to decline, given the expectation of continued positive real rates, the lira's moderate nominal depreciation and the CBRT's regulatory changes to accelerate the unwinding of the product. Financial dollarisation has declined to 33% (39% when including FX-protected deposits) from 43% at end-March (58% including FX-protected deposits). Lower External Deficits, High Financing Requirements: Fitch estimates that the current account deficit declined to 0.8% of GDP in 2024. A tight policy mix leading to reduced gold imports and softer domestic demand, combined with export and tourism revenue growth will lead to current account deficits averaging 1.5% of GDP in 2025-2026, well below the projected 2.4% 'BB' median. External buffers have improved but remain low given high financing requirements. Total external debt maturing over the next 12 months was USD233 billion (including trade credits) at end-November, leaving Turkiye vulnerable to changes in investor sentiment. Nevertheless, the sovereign and private sector have a resilient record of access to external financing. Fiscal Consolidation: The central government deficit declined to an estimated 4.8% of GDP in 2024, from 5.2% in 2023, and Fitch expects fiscal consolidation to continue with a 3.3% of GDP deficit in 2025 and 3% in 2026. The deficit reduction will be driven by lower earthquake-related spending, increased expenditure discipline, a gradual reduction in electricity and gas subsidies, and tax revenue measures seeking to improve collection and reduce informality. Low Government Debt: Fitch estimates that general government debt declined to 25.2% of GDP at end-2024 and will average 26.3% of GDP in 2025-2026, less than half the projected 55.2% 'BB' median, driven by still high nominal GDP growth, the real appreciation of the lira and low primary deficits. Fitch forecasts interest payments-to-revenue to continue to increase, reaching 10.9% in 2025, slightly above the projected 10.1% median. The share of domestic debt subject to interest rate re-fixing within 12 months remains high at 55.7 %, while the share of foreign-currency-denominated debt declined to 56.1% in 2024 from 64.2% at end-2023. Growth, Credit Slowdown: Fitch estimates that GDP growth slowed to 2.9% in 2024 and expect it to remain moderate at 2.6% in 2025, due to the continuation of a tight monetary policy stance combined with significant fiscal consolidation yoy and moderate minimum wage increase. The EU's projected gradual recovery will support net exports. Given the highly accommodative policy stance pre-June 2023, Fitch assigned a Macro-Prudential Indicator (MPI) Score of '3' to Turkiye, indicating high vulnerability due to rapid credit and house price growth in in recent years. Both have decelerated since the start of the rebalancing process. Geopolitical Risks, Weaker Governance: Relations with the US and EU have improved, but the volatile regional environment (including the situation in Gaza and war in Ukraine) and efforts to maintain an active and independent foreign policy, for example, in relation to developments in Syria, bring geopolitical challenges. Governance indicators, as measured by the World Bank, have deteriorated continuously over the past decade and represent a weakness relative to 'B' and 'BB' peers. ESG - Governance: Turkiye has an ESG Relevance Score (RS) of '5' for both Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model. Turkiye has a low WBGI ranking at the 32nd percentile reflecting a moderate level of rights for participation in the political process, moderate but deteriorating institutional capacity due to increased centralisation of power in the office of the president and weakened checks and balances, uneven application of the rule of law and a moderate level of corruption. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Macro: Renewed inflationary pressures and increased balance of payments and macro-financial risks, for example, as a result of a destabilising policy easing cycle or a return to an unconventional policy mix. - External: A rapid decline in international reserves or a significant deterioration in reserves' composition, for example, due to a wider current account deficit and/or reduced market confidence. - Structural: Deterioration of the domestic political or security situation or international relations that affects the economy and external finances. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Macro: Sustained decline in inflation that reduces the gap with rating peers underpinned by enhanced monetary policy credibility. - External: Significant strengthening of the sovereign's external buffers, especially if combined with a sustained reduction in external financing requirements. - Structural: Implementation of reforms that that contribute to rebuilding institutional strength and governance. Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary SRM assigns Turkiye a score equivalent to a rating of 'BB' on the Long-Term Foreign-Currency (LT FC) IDR scale. Fitch's sovereign rating committee adjusted the output from the SRM score to arrive at the final LT FC IDR by applying its QO, relative to SRM data and output, as follows: - Macro: -1 notch, to reflect weak monetary policy relative to 'BB' peers due to a track record of political interference, and the risk that lower but still high inflation could reignite macro financial and balance of payments pressures in the event of policy mistakes or reversal. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a LT FC IDR. Fitch's QO is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and/or not fully reflected in the SRM. Country Ceiling The Country Ceiling for Turkiye is 'BB-', in line with the LT FC IDR. This reflects no material constraints and incentives, relative to the IDR, against capital or exchange controls being imposed that would prevent or significantly impede the private sector from converting local currency into foreign currency and transferring the proceeds to non-resident creditors to service debt payments. Fitch's Country Ceiling Model produced a starting point uplift of '0' notches above the IDR. Fitch's rating committee did not apply a qualitative adjustment to the model result. ESG Considerations Turkiye has an ESG Relevance Score of '5'for Political Stability and Rights as World Bank Governance Indicators have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and a key rating driver with a high weight. As Turkiye has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Turkiye has an ESG Relevance Score of '5' for Rule of Law, Institutional & Regulatory Quality and Control of Corruption as World Bank Governance Indicators have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and are a key rating driver with a high weight. As Turkiye has a percentile rank below 50 for the respective Governance Indicators, this has a negative impact on the credit profile. Turkiye has an ESG Relevance Score of '4' for Human Rights and Political Freedoms as the Voice and Accountability pillar of the World Bank Governance Indicators is relevant to the rating and a rating driver. As Turkiye has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Turkiye has an ESG Relevance Score of '4+' for Creditor Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for Turkiye, as for all sovereigns. As Turkiye has track record of 20+ years without a restructuring of public debt and captured in its SRM variable, this has a positive impact on the credit profile. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Turkiye LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Country Ceiling BB- Affirmed BB- senior unsecured LT BB- Affirmed BB- Senior Unsecured-Local currency LT BB- Affirmed BB- Hazine Mustesarligi Varlik Kiralama Anonim Sirketi senior unsecured LT BB- Affirmed BB- ============= U K R A I N E ============= VF UKRAINE: Fitch Puts 'CCC-' LongTerm IDR on Watch Negative ------------------------------------------------------------ Fitch Ratings has placed Private Joint Stock Company VF Ukraine's (VFU) 'CCC-' Long-Term Foreign-Currency Issuer Default Rating (IDR) and senior unsecured rating on Rating Watch Negative (RWN). The current IDR and instrument rating of 'CCC-' reflect imminent refinancing risk driven by capital control restrictions imposed by the National Bank of Ukraine. VFU otherwise continues to operate with healthy results and has sufficient liquidity for operations and debt service when approval is given by the National Bank of Ukraine (NBU). The RWN follows VFU's announcement of a consent solicitation process for its senior unsecured notes due in February 2025. Fitch would consider the solicitation a distressed debt exchange (DDE) under its criteria, as the restructuring involves a material reduction in terms and is being conducted to avoid insolvency, at which point the IDR will be downgraded to 'Restricted Default' (RD) and re-rated based on the new capital structure. Key Rating Drivers Imminent Refinancing Risk: VFU's USD500 million senior unsecured notes (with USD400 million outstanding as of January 2025) are set to mature in February 2025. Through the announced consent solicitation, the maturity of these notes will be extended to February 2027, and they will be subject to an increased coupon and a USD100 million principal prepayment, among other covenants, which the company can secure without requiring the NBU's permission. Should the company receive 75% of the votes, it may proceed with an exchange offer on the agreed amount of the outstanding debt. This would meet the conditions for a DDE under Fitch's criteria. The RWN could be resolved with a downgrade if VFU is unable to successfully execute the consent solicitation process. The downgrade would reflect heightened probability of default resulting from a failure to pay the principal. It is unlikely that VFU could secure cross-border transfer permission from NBU to facilitate a debt principal repayment due to the proximity of debt maturities and limited time for completion. Sufficient Liquidity on Domestic Accounts: VFU holds sufficient funds within Ukraine, sourced from a mix of internally-generated cash and loans from local banks. While the company would ordinarily be able to use these funds to repay the debt on maturity, it is currently prevented from doing so by the capital control restrictions imposed by the NBU. As of 9M24, the company held approximately USD311 million in accumulated liquidity in its domestic accounts. Fitch expects this will be sufficient to meet the USD200 million liquidity covenant and service increased coupon payments based on new refinancing terms (subject to NBU approval). Strong Performance Despite War: VFU has expanded its customer base in the consumer and corporate sectors, resulting in a 13% yoy increase in organic revenue in 9M24, supported by rising average revenue per user (ARPU). Assuming the impact of military actions in Ukraine remains similar, Fitch forecasts the company's revenue grows by 9% in 2025, driven by price increases and the roll-out of fixed business services. Fitch expects the company will generate positive free cash flow (FCF) on an organic basis in 2024-2027, despite capex remaining around 25% of revenue in its base case, sufficient to repair network damages. Infrastructure Remains Operational: While there is no visibility of future escalation in the war, VFU has implemented necessary measures to guarantee the uninterrupted provision of communication services and operations. As of end-2024, 89% of the company's network remained available. In addition, users in controlled areas still have access to other providers' networks via a national roaming agreement in case the company's network service is disrupted. Domestic Operating Environment: Fitch forecasts growth reached 4% in 2024, supported by normalisation of trade activity in the Black Sea, strong government spending and household incomes benefiting from real wage increases. Although Ukraine has demonstrated resilience and adaptability to the war, Fitch forecasts growth slows to 2.9% in 2025 due to continued labour and energy shortages. A durable and credible ceasefire could significantly lift the country's growth prospects in 2025-2026. Low Leverage, Significant FX Risk: Fitch forecasts VFU's EBITDA net leverage was 0.8x at end-2024, which is low for the rating. However, VFU faces significant foreign-exchange risk. Revenues are generated in hryvnia, while a large portion of expenses are US dollar-denominated in (70-80% of capex, 20-30% of operating expenses, and 100% of debt service). Fitch accounts for continuing depreciation of the hyrvnia in 2024 since the USD/UAH peg was removed. Fitch has used the official USD/UAH FX rate of 42 at end-2024, with annual depreciation of about 7.5% over the next two years. The company's increasing leverage is offset by cash generation, keeping net EBITDA leverage at 0.6x over the next two years. Derivation Summary VFU's rating is driven by very high refinancing risk, due to limited access to capital markets and cross-border payment restrictions, and a highly challenging operating environment in Ukraine. Key Assumptions Key Assumptions Within Its Rating Case for the Issuer: - Revenue growth in high single digits in 2024 and gradually slowing to mid-single digits in 2025-2027, supported by further ARPU growth and stabilisation of the customer base. - Fitch-defined EBITDA margin to decline to 43% in 2024 and to remain largely stable, reflecting cost inflationary pressures. - Working-capital outflow of UAH300 million a year in 2024-2027. - Capex at 25% of revenue a year in 2024-2027, reflecting uncertainty around war-related recovery expenditure and the hryvnia. - Dividend payments at UAH1.9 billion in 2024 with a 5% increase a year in 2025-2027. - No acquisitions and disposals following its LLC Freenet acquisition in 2023. - Hryvnia to the US dollar at 41.9 at debt maturity in 2025 and on average 45 in 2025, with further annual devaluation of around 7% in 2026-2027. Recovery Analysis Key Recovery Assumptions - The recovery analysis assumes that VFU would be considered a going concern in bankruptcy and that it would be reorganised rather than liquidated - A 10% administrative claim - Fitch's view of a sustainable post-reorganisation going-concern EBITDA is UAH5,500 million, which would reflect a decrease in the number of subscribers as a result of the war. - An enterprise value multiple of 2.5x is used to calculate a post-reorganisation valuation. This multiple reflects the current disrupted operating environment - Loan participation notes of UAH16.77 billion (equivalent to USD400 million debt at Fitch-forecast FX rate of UAH/USD of 41.9) - The allocation of value in the liability waterfall would result in a Recovery Rating of 'RR2' for the senior notes. However, the instrument rating is capped at 'CCC-'/'RR4' in accordance with its country-specific treatment of Recovery Ratings with a waterfall-generated recovery computation of 50% based on current metrics and assumptions. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Negative Rating Action - The announcement of a debt restructuring transaction that Fitch would classify as a DDE would lead to a downgrade of VFU's Long-Term IDR to 'C'. On completion of the transaction Fitch would downgrade the Long-Term IDR to 'RD' (Restricted Default) and subsequently re-rate the company. - The ratings would be downgraded to 'CC'/'C' if the company is unsuccessful with the consent solicitation. Developments that May, Individually or Collectively, Lead to Positive Rating Action - Successful refinancing of the 2025 Eurobonds and avoidance of a DDE according to Fitch's Corporate Rating Criteria. Liquidity and Debt Structure As of end-September 2024, VFU had around USD311 million of cash on balance sheet (most of it held on domestic accounts), which is sufficient for operational needs. However, lack of access to capital markets and capital control on cross-border foreign currency payments imposed by the NBU limiting the ability to repay foreign-currency principal debt obligations massively restricts VFU's ability to redeem or refinance the imminent USD500 million (US400 million outstanding) bond maturity of February 2025. Issuer Profile VFU is Ukraine's second-largest mobile operator with around a 35% share of the market by revenue and about 15 million subscribers at April 2023. The company operates under the Vodafone brand and fully owns its mobile infrastructure with country-wide coverage. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Private Joint Stock Company VF Ukraine LT IDR CCC- Rating Watch On CCC- VFU Funding Plc senior unsecured LT CCC- Rating Watch On RR4 CCC- =========================== U N I T E D K I N G D O M =========================== CONSORT HEALTHCARE: Moody's Ups Rating on GBP93.3MM Bonds to Caa1 ----------------------------------------------------------------- Moody's Ratings has upgraded to Caa1 from Ca the underlying and backed ratings for the GBP93.3 million index-linked senior secured bonds due 2041 (the Bonds) issued by Consort Healthcare (Tameside) plc (ProjectCo). The outlook has been changed to positive from stable. RATINGS RATIONALE The rating upgrade follows the announcement[1], in December 2024, that ProjectCo and the Tameside and Glossop Integrated Care NHS Foundation Trust (the Trust) have entered into a deed of settlement and variation in relation to the Project Agreement (PA) to settle certain claims, to formally discontinue the restructuring plan initiated in April 2024 and to amend the terms of the PA. The rating action reflects Moody's expectation that the terms of the settlement agreement will have a positive impact on ProjectCo's financial position and reduce the likelihood of debt service shortfalls in the near term. As part of the rating action, ProjectCo's Governance Issuer Profile Score and Credit Impact Score have been changed to G-4 and CIS-4 respectively (up from G-5 and CIS-5 previously). Whilst governance considerations continue to weigh on the rating, reflecting the significant legacy issues deriving from past disputes, the revised scoring reflects a small improvement in the track record factor in light of the conclusion of the adjudication process and discontinuance of the restructuring plan proceedings. For additional details, please refer to Moody's General Principles for Assessing Environmental, Social and Governance Risks methodology. Moody's do not currently have sight of the full amended terms of the PA or updated financial model reflecting the amended terms and/or latest estimates related, in particular, to outstanding remedial works (see below). Moody's understand, however, that ProjectCo will pay the Trust an undisclosed settlement sum by way of a sculpted reduction to the monthly service payments for the remainder of the PA term. In exchange, the Trust will waive all financial claims and entitlements to levy deductions and service failure points (SFPs) in relation to disputed operating performance matters prior to the settlement date (i.e. 2 December 2024). As part of the settlement, ProjectCo will also be required to complete certain rectification works to address fire protection, grounds and gardens and rendering deficiencies. In addition, ProjectCo will receive a period of relief in respect to findings from a Centre of Best Practice survey currently being finalised. The rectification programme is expected to detail items requiring further investigation and/or a potentially extensive rectification programme and there remains some uncertainty in respect of any associated final cost. Positively, Moody's note that relief from SFPs and deductions will be provided from the settlement date to the relevant longstop dates, which should limit the risk of negative financial repercussions on ProjectCo while remedial works are carried out. The settlement also provides for certain mechanisms, including establishment of a steering committee of senior representatives of the Trust, ProjectCo and the FM operator, as well as the reinstatement of quarterly liaison committee meetings, which Moody's expect to reduce the risk of future disputes arising between the parties and foster coordination around the delivery of the required rectification works. The Bonds benefit from an unconditional and irrevocable guarantee of scheduled principal and interest from Ambac Assurance UK Limited (Ambac). However, on April 07, 2011, Moody's ratings on Ambac were withdrawn and accordingly the backed rating reflects the rating of the Project on a stand-alone basis. Consort Healthcare (Tameside) plc is a special purpose company that in September 2007 signed a PA with the then Tameside and Glossop Acute Services NHS Trust to redevelop the existing Tameside General Hospital site in Ashton-under-Lyne, Greater Manchester and to provide certain hard FM services until August 2041. RATIONALE FOR POSITIVE OUTLOOK Notwithstanding the current uncertainties around financial forecasts, the positive outlook reflects the potential for further upward rating pressures on the basis that (1) the settlement agreement will result in increasing cooperation between project parties while legacy issues are addressed; and (2) the revised monthly service payments levels should enable ProjectCo to establish a more sustainable financial profile, while covering liquidity needs linked, but not limited to, rectification works, as well as gradually ensuring the build-up of mandatory reserves, which are currently fully drawn or to a minimal level, following the coverage of debt service requirements in September 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if, following review of the full terms of the amended PA and refinement of remedial cost estimates embedded in updated financial models (1) it appears likely that ProjectCo will exhibit a stronger and more sustainable financial and liquidity position; and (2) there is evidence of increasing cooperation and positive relationships between project parties. The rating could be downgraded if (1) required remedial works are more significant, costly or complex than currently anticipated; (2) ProjectCo experiences difficulties or delays in delivering remedial works and this leads to increased risk of financial deductions and SFPs; (3) increased tensions negatively impact relationships between project parties; (4) it appears unlikely that that the envisaged strengthening of ProjectCo's financial and liquidity profile will materialise, potentially resulting in an increased probability of debt service default. The principal methodology used in these ratings was Operational Privately Financed Public Infrastructure (PFI/PPP/P3) Projects Methodology published in March 2023. ESCALLA TS: Goodwood House Named as Administrators -------------------------------------------------- Escalla TS Ltd was placed into administration proceedings, and Daniel James of Albert Goodman LLP, Goodwood House, was appointed as administrators on Jan. 24, 2025. Its registered office is at Goodwood House, Blackbrook Park Avenue, Taunton, Somerset, TA1 2PX; Former Registered Office: Angel Wharf, 170 Shepherdess Walk, London, N1 7JL Its principal trading address is at Angel Wharf, 170 Shepherdess Walk, London, N1 7JL The joint administrators can be reached at: Daniel James Albert Goodman LLP Goodwood House Blackbrook Park Avenue Taunton Somerset TA1 2PX For further details contact: Helen Blews Tel No: 01823 286096 Email: helen.blews@albertgoodman.co.uk HWS RESTAURANTS: Interpath Ltd Named as Administrators ------------------------------------------------------ HWS Restaurants Limited, fka Pizza Hut (U.K.) Limited, was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), No CR-2025-000286, and William James Wrigh and Christopher Robert Pole of Interpath Ltd were appointed as administrators on Jan. 16, 2025. HWS Restaurants is into the restaurant industry. Its registered office is at Interpath Ltd, 10 Fleet Place, London, EC4M 7RB. Its principal trading address is Building 1 Imperial Place, Elstree Way, Borehamwood, Herts, WD6 1JN. The joint administrators can be reached at: William James Wright Christopher Robert Pole Interpath Ltd 10 Fleet Place London, EC4M 7RB INEOS FINANCE: Fitch Assigns 'BB+' Rating on EUR400MM Sr. Sec Notes ------------------------------------------------------------------- Fitch Ratings has assigned Ineos Finance plc's new EUR400 million notes due 2030 a senior secured rating of 'BB+' with a Recovery Rating of 'RR2'. The notes are guaranteed by the parent, INEOS Group Holdings S. A. (IGH; BB/Negative) and benefits from the same security package and ranks pari passu with the group's existing senior secured term loans and notes. The group also expects to raise EUR850 million (equivalent) via tap issuances on existing term loans due 2031. The combined proceeds will be used to fully redeem the 2025 and 2026 senior secured notes, repay the Gemini term loans, prefund Project One (P1) capex and cover estimated transaction costs. The Negative Outlook on IGH's rating reflects exhausted rating headroom and delays in deleveraging. Fitch forecasts IGH's high EBITDA net leverage to only return to about 4.0x, its negative sensitivity, in 2027, one year later than Fitch previously expected. This is due to cash outflows from M&A and related-party loans, prolonged weak chemical markets, and large growth capex until 2025. Key Rating Drivers Deleveraging Delayed: Fitch now expects IGH's EBITDA net leverage to return to its negative sensitivity of 4.0x by end-2027, one year later than its previous forecast, from 6x in 2023. This is driven by uncertainty of repayments of EUR0.8 billion related-party loans and their timing, lower dividends from joint ventures (JVs), and modestly higher capex for P1. Fitch previously assumed related-party loans made by IGH in 2023 of EUR0.8 billion would be repaid starting from 2025. As Fitch understands from management, repayment will be delayed and Fitch therefore does not incorporate it in its forecast. Additionally, Fitch has revised its assumptions of dividends from the SECCO and Tianjin JVs to zero, due to continued weakness in the APAC market. High Leverage: Fitch estimates EBITDA net leverage to have remained high at 5.9x in 2024, due to prolonged weak chemical markets, high growth capex and M&A. This is despite a Fitch-defined EBITDA recovery of about 25% in 2024 to EUR1.8 billion and a dividend cut by management. Fitch forecasts Fitch-defined EBITDA to further increase to EUR2.1 billion in 2025, boosted by acquisitions and further recovery of demand as interest cuts feed through to end-markets. Meanwhile, Fitch forecasts net debt to peak at EUR11.7 billion in 2025, due to spending on P1. Deleveraging will be faster from 2026-2027 as growth capex declines, EBITDA further improves towards mid-cycle levels, and P1 contributes to cash flows. However, IGH's leverage headroom has been exhausted at the current rating. P1 Supports Costs Position: IGH is building a new 1.45 million tonne per year ethane cracker in Belgium, which will supplement its ethylene requirements in Europe, contributing up to EUR600 million of EBITDA. P1 will receive ethane feedstock from the US, resulting in a cost advantage over most EU naphtha crackers. This will increase IGH's exposure to US ethane feedstock, in addition to its US assets. P1's expected low emissions will position IGH well for possible future regulation in Europe. Its permit issue, now resolved, highlights the execution risks of such projects, on top of possible cost overruns. P1 Debt Consolidated: Fitch includes P1 project finance debt in its calculation of financial debt, due to the strategic nature of the investment for IGH and its expectation of its financial support, despite the lack of recourse to IGH. Excluding P1 debt, Fitch estimates that IGH's EBITDA net leverage will average 4.4x in 2024-2026 and fall below 4x from 2026, while its free cash flow (FCF) will be positive. The over EUR4 billion project is funded by a EUR3.5 billion facility, which will start amortising once P1 is completed, over 10 years. Sustained M&A: IGH spent about EUR1 billion to acquire Lyondellbasell's US ethylene oxide business and INEOS Group affiliate's and TotalEnergies' cracker and derivative assets in Lavéra in 2024. This follows USD1.8 billion spent in 2022-2023 on Mitsui Phenols Singapore Ltd and a 50% stake in Shanghai SECCO Petrochemical Company Limited. These acquisitions increase IGH's exposure to Asia, reinforce its oxide business, and expand its scale. They also highlight IGH's opportunistic approach to acquisitions to take advantage of attractive asset valuation, which may be more cost-efficient than greenfield investments. Notching for Instrument Ratings: About 75%-77% of IGH's debt at end-September 2024 consisted of senior secured notes and term loans, which rank equally among themselves. The remaining debt mainly consists of debt facilities used to fund the acquisition of assets and capex. The senior secured debt contains no financial maintenance covenant and is rated one notch above the IDR to reflect its security package. Rated on Standalone Basis: IGH is INEOS Limited's largest subsidiary, accounting for almost half its EBITDA, but Fitch rates it on a standalone basis as it operates as a restricted group with no guarantees or cross-default provisions with INEOS Limited or other entities within the wider group. Corporate Governance: IGH's corporate governance limitations are a lack of independent directors, a three-person private shareholding structure and key-person risk at INEOS Limited, as well as limited transparency on IGH's strategy around related-party transactions and dividends. These are incorporated into IGH's ratings and are mitigated by strong systemic governance in the countries in which INEOS Limited operates, its record of adherence to internal financial policies, historically manageable ordinary dividends, related-party transactions at arm's length, and solid financial reporting. Derivation Summary IGH's large, multiple manufacturing facilities across North America, Europe and Asia, and exposure to volatile end-markets are consistent with that of sector peers, such as Celanese Corp. (BBB-/Negative), Huntsman Corp. (BBB/Negative) and sister company INEOS Quattro Holdings Limited (INEOS Quattro; BB-/Stable). IGH has stronger market-leading positions, larger scale and greater diversification and production flexibility than Celanese, which is focused on acetyls. However, Celanese has stronger EBITDA margins in the 20% range and lower projected EBITDA net leverage over 2024-2027. Similarly to IGH, Fitch expects Celanese to maintain leverage metrics that are high for its rating, as reflected in the Negative Outlook. Huntsman, a specialty chemicals producer, is similarly exposed to volatile end-markets such as construction, auto and general industry. Both are market leaders in their respective markets and widely diversified by end-customer industries and geographies. The difference in the ratings is broadly explained by Huntsman's lower leverage. Similar to IGH, the Negative Outlook reflects Fitch's view that leverage will remain above its negative sensitivity through 2025. IGH's diversification is comparable with INEOS Quattro's. The rating difference is explained by IGH's scale and stronger cost position, due to its ability to use ethane feedstocks at its US and Norway cracker, which provides a sustainable cost advantage in olefins and polymers. IGH's and INEOS Quattro's EBITDA net leverage was significantly above their negative rating sensitivities in 2023-2024, and Fitch expects INEOS Quattro's to return below the negative sensitivity around end-2025, compared with end-2027 for IGH. Key Assumptions - Revenue to grow on average 2.5% in 2025-2028, after growing 16% in 2024 - Fitch-defined EBITDA growing gradually to EUR2.8 billion by 2028 from EUR1.8 billion in 2024 - Capex of EUR2.4 billion in 2025, EUR1.2 billion in 2026 and EUR0.8 billion a year in 2027-2028 - P1 completed in 2026 with EBITDA contribution from 2027 - Dividends of EUR250 million resuming from 2027 - No dividends received from SECCO JV and Tianjin JV until 2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage remaining above 4x beyond 2027 due to, among other things, acquisitions, operational underperformance, higher dividends, JV outflows or capex overruns - Significant deterioration in the business profile, such as cost position, scale, diversification or product leadership, or prolonged market pressure, translating into EBITDA margins well below 10% on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The Negative Outlook makes positive rating action unlikely in the short term, but forecast EBITDA net leverage recovering sooner to 4x versus Fitch's rating case would support a revision of the Outlook to Stable - EBITDA net leverage maintained at or under 3x through the cycle would be positive for the rating - Corporate-governance improvements, in particular, better transparency on decisions regarding dividends and related-party loans, and independent directors on the board Liquidity and Debt Structure At 30 September 2024, IGH had unrestricted cash of EUR2.3 billion, which easily covers EUR0.5 billion of debt due within the next 12 months. Its rating case forecasts IGH to be well-funded from existing sources until at least 2027. Fitch expects negative FCF and debt maturities in 2025 to be funded from cash on its balance sheet and existing committed debt facilities, including a USD3.5 billion project finance capex facility for P1. For 2026-2027 liquidity is further supported by positive FCF. Issuer Profile IGH is an intermediate holding company within INEOS Limited, one of the largest chemical companies in the world, operating in the commoditised petrochemical segment of olefins and polymers. Summary of Financial Adjustments - Interest on lease liabilities of EUR59 million and right-of-use asset depreciation of EUR184 million reducing EBITDA by EUR242 million. Lease liabilities are not included in debt - Cash used for collateral against bank guarantees and letters of credit amounting to EUR160 million treated as restricted -Debt issue costs of EUR318 million added back to debt - Capitalised borrowing costs of EUR70 million and EUR2 million of dividends from affiliates reclassified as cash flow from operations. Exceptional costs of EUR6.1 million added back to EBITDA Date of Relevant Committee 17-Jan-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations IGH has an ESG Relevance Score of '4' for Governance Structure, due to ownership concentration and a lack of board independence, in light of opportunistic decision-making despite weak chemical market conditions. IGH has an ESG Relevance Score of '4' for Group Structure, due to the complex group structure of the wider INEOS Limited group and of IGH, and related-party transactions. These scores have a negative impact on the credit profile, and are relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Ineos Finance plc senior secured LT BB+ New Rating RR2 J.B.K 2025 REALISATIONS: BK Plus Limited Named as Administrators ---------------------------------------------------------------- J.B.K 2025 Realisations (FORMERLY J.B.KIND LIMITED) was placed into administration proceedings in The High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies, No 000225 of 2025, and Kim Richards and Richard Tonks of BK Plus Limited were appointed as administrators on Jan. 27, 2025. J.B.K 2025 is involved in the sale of timber and building materials. Its registered office and principal trading address is at Portal Place, Astron Business, Park, Hearthcote Road, Swadlincote, Derbyshire, DE11 9DW The joint administrators can be reached at: Kim Richards Richard Tonks BK Plus Limited Azzurri House Walsall Business Park Walsall Road, Walsall West Midlands, WS9 0RB Tel: 01922 922943 For further information contact: Louis Cole BK Plus Limited Tel No: 01922 922050 Email: louis.cole@bkplus.co.uk OUTSPOKEN LOGISTICS: Interpath Ltd Named as Administrators ---------------------------------------------------------- Outspoken Logistics Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency and Companies List (ChD), Court Number: CR-2025-MAN-000098, and William James Wright and Stephen John Absolom of Interpath Ltd were appointed as administrators on Jan. 31, 2025. Outspoken Logistics, trading as Zedify, is an electric cargo bike logistics company. Its registered office is at Interpath Ltd, 10 Fleet Place, London, EC4M 7RB Its principal trading address is at Office1 Izabella House, 24-26 Regent Place, Birmingham, England, B1 3NJ The joint administrators can be reached at: William James Wright Stephen John Absolom Interpath Ltd 10 Fleet Place London, EC4M 7RB For further details contact: Interpath Ltd EmaiL: zedifycreditors@interpath.com TESCO PLC: Egan-Jones Retains 'BB+' Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on January 21, 2025, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Tesco PLC. Headquartered in Welwyn Garden City, United Kingdom, Tesco PLC, through its subsidiaries, operates as a food retailer. [] Mahnvir Singh Joins Troutman Pepper Locke's Bankruptcy Practice ------------------------------------------------------------------ Mahnvir Singh, a seasoned restructuring and insolvency attorney, has joined Troutman Pepper Locke's London office as a partner in the firm's Bankruptcy and Restructuring Practice Group. Singh joins Troutman Pepper Locke from Gateley, bringing with him a wealth of experience in financial restructurings both in the UK and internationally. He has worked for many years on the restructuring and insolvency teams at leading international practices in London. Singh has also completed secondments at Deutsche Bank, Barclays Bank, and Reckitt Benckiser. He advises a diverse range of stakeholders, including banks and private credit providers, distressed debt investors, private equity investors, sureties, asset-based lenders, company directors, shareholders, insolvency practitioners, agents/security trustees, and pension scheme trustees. Singh has advised on matters in a wide variety of sectors, including oil and gas, retail, automotive, real estate, commodities, construction, infrastructure, and financial services. "Mahnvir's addition to our team continues our commitment to building a diverse restructuring practice equipped to represent all parts of the capital structure," said Jonathan Young, leader of the firm's Bankruptcy and Restructuring practice. "His deep understanding of complex financial restructurings and his ability to navigate distressed debt trading and mergers and acquisitions will be invaluable to our clients. He also has strong and relevant sector and industry experience that will align nicely with our firm's core strengths -- particularly in the Insurance and Reinsurance space. We are excited about the opportunities his background will bring to our practice." "I am excited to join Troutman Pepper Locke and to work alongside such a talented team," Singh said. "The firm's collaborative presence in the U.S. and its strong platform for growth are incredibly appealing. I am confident that my clients will benefit from the firm's extensive resources, and I look forward to contributing to the continued success of our Bankruptcy and Restructuring practice." Troutman Pepper Locke's Bankruptcy and Restructuring practice delivers creative solutions in bankruptcy and restructuring matters, prioritizing recovery and return on investment. The team's comprehensive understanding of pre- and post-insolvency issues from every stakeholder's perspective enables attorneys to help clients prevent and prepare for financial crises, and to serve as trusted advisors in effectively responding to financial distress. Attorneys regularly advise premier financial institutions, institutional investors, private and non-bank lenders, equity sponsors, and other key stakeholders across various industries, including health care, real estate, and technology. "We are thrilled to welcome Mahnvir to our team at Troutman Pepper Locke, " said David Grant, managing partner of the firm's London office. "His extensive experience and strong connections within the insolvency and restructuring arena will significantly enhance our offerings in London." The firm's London office advises major corporations, financial institutions, individuals, and overseas-based investors in areas including asset finance, banking and finance, capital markets, corporate M&A, data centers, dispute resolution, employment, energy, financial services, intellectual property, real estate, and restructuring and insolvency. The London office serves as a gateway for the firm's international work in Asia Pacific, India, Europe, the Middle East, and Africa. Troutman Pepper Locke Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com. =============== X X X X X X X X =============== [] BOND PRICING: For the Week February 3 to February 7, 2025 ------------------------------------------------------------ Issuer Coupon Maturity Currency Price ------ ------ -------- -------- ----- Altice France Holdi 10.500 5/15/2027 USD 30.478 Cabonline Group Hol 11.937 4/19/2029 SEK 40.000 IOG Plc 12.089 9/22/2025 EUR 0.295 Ferralum Metals Gro 10.00012/30/2026 EUR 29.350 Tinkoff Bank JSC Vi 11.002 USD 42.875 NCO Invest SA 10.00012/30/2026 EUR 0.152 NCO Invest SA 10.00012/30/2026 EUR 0.152 Fastator AB 12.500 9/26/2025 SEK 37.250 Kvalitena AB publ 10.067 4/2/2024 SEK 45.750 Fastator AB 12.500 9/25/2026 SEK 40.000 Marginalen Bank Ban 11.457 SEK 28.414 UkrLandFarming PLC 10.875 3/26/2018 USD 1.625 Privatbank CJSC Via 11.000 2/9/2021 USD 0.500 Privatbank CJSC Via 10.250 1/23/2018 USD 3.584 Altice France Holdi 10.500 5/15/2027 USD 30.367 Fastator AB 12.500 9/24/2027 SEK 40.119 Plusplus Capital Fi 11.000 7/29/2026 EUR 8.445 Bilt Paper BV 10.360 USD 1.957 Avangardco Investme 10.00010/29/2018 USD 0.186 Bulgaria Steel Fina 12.000 5/4/2013 EUR 0.216 Sidetur Finance BV 10.000 4/20/2016 USD 0.909 Oscar Properties Ho 11.270 7/5/2024 SEK 0.077 Phosphorus Holdco P 10.000 4/1/2019 GBP 0.473 Transcapitalbank JS 10.000 USD 1.450 Privatbank CJSC Via 10.875 2/28/2018 USD 4.548 R-Logitech Finance 10.250 9/26/2027 EUR 5.068 Goldman Sachs Inter 16.288 3/17/2027 USD 25.460 Elli Investments Lt 12.250 6/15/2020 GBP 0.339 Societe Generale SA 20.000 7/21/2026 USD 4.500 UniCredit Bank GmbH 10.700 2/3/2025 EUR 7.750 UkrLandFarming PLC 10.875 3/26/2018 USD 1.625 NTRP Via Interpipe 10.250 8/2/2017 USD 1.002 Landesbank Baden-Wu 11.000 1/2/2026 EUR 16.170 KPNQwest NV 10.000 3/15/2012 EUR 0.423 Lehman Brothers Tre 14.900 9/15/2008 EUR 0.100 Bulgaria Steel Fina 12.000 5/4/2013 EUR 0.216 UniCredit Bank GmbH 12.250 2/28/2025 EUR 38.690 Raiffeisen Schweiz 16.000 7/8/2025 CHF 44.830 Swissquote Bank Eur 20.280 3/11/2025 USD 50.090 Bank Vontobel AG 26.000 3/5/2025 CHF 27.300 Zurcher Kantonalban 27.000 5/14/2025 USD 50.550 Societe Generale SA 11.000 7/14/2026 USD 17.000 Societe Generale SA 17.800 2/12/2026 USD 45.466 Leonteq Securities 22.000 3/28/2025 CHF 50.800 BNP Paribas Issuanc 20.000 9/18/2026 EUR 20.000 Ameriabank CJSC 10.000 2/20/2025 AMD 9.749 Serica Energy Chino 12.500 9/27/2019 USD 1.500 Phosphorus Holdco P 10.000 4/1/2019 GBP 0.473 Petromena ASA 10.85011/19/2018 USD 0.622 Elli Investments Lt 12.250 6/15/2020 GBP 0.339 Bilt Paper BV 10.360 USD 1.957 Banco Espirito Sant 10.000 12/6/2021 EUR 0.058 Tonon Luxembourg SA 12.500 5/14/2024 USD 2.216 JP Morgan Structure 10.000 6/26/2026 EUR 0.876 JP Morgan Structure 13.25011/28/2025 EUR 1.047 Bank Vontobel AG 20.000 7/31/2025 CHF 46.000 JP Morgan Structure 17.75012/30/2025 EUR 1.040 Basler Kantonalbank 16.00010/15/2025 CHF 44.250 JP Morgan Structure 16.000 9/26/2025 EUR 1.026 Raiffeisen Schweiz 18.000 7/15/2025 CHF 41.720 Leonteq Securities 16.40010/15/2025 CHF 44.090 Bank Vontobel AG 11.000 8/11/2025 CHF 49.600 Basler Kantonalbank 14.200 9/17/2025 CHF 37.690 DZ Bank AG Deutsche 16.000 6/27/2025 EUR 42.270 Vontobel Financial 24.500 9/26/2025 EUR 49.320 Swissquote Bank SA 24.070 5/6/2025 CHF 29.210 Bank Vontobel AG 25.000 4/29/2025 CHF 40.800 Landesbank Baden-Wu 10.500 4/24/2026 EUR 18.060 Landesbank Baden-Wu 11.500 4/24/2026 EUR 18.780 Landesbank Baden-Wu 13.000 4/24/2026 EUR 20.430 Bank Vontobel AG 11.000 4/29/2025 CHF 25.700 UBS AG/London 15.000 4/7/2025 USD 38.350 Raiffeisen Schweiz 16.000 7/4/2025 CHF 29.960 Swissquote Bank Eur 19.340 8/5/2025 USD 41.790 Bank Julius Baer & 14.000 6/4/2025 CHF 33.350 Corner Banca SA 16.800 1/12/2026 USD 49.250 DZ Bank AG Deutsche 18.900 3/28/2025 EUR 35.530 DZ Bank AG Deutsche 18.300 3/28/2025 EUR 9.010 DZ Bank AG Deutsche 23.600 3/28/2025 EUR 48.940 DZ Bank AG Deutsche 15.000 3/28/2025 EUR 9.590 DZ Bank AG Deutsche 21.200 3/28/2025 EUR 32.100 Zurcher Kantonalban 11.350 2/21/2025 CHF 48.130 DZ Bank AG Deutsche 10.500 3/28/2025 EUR 47.200 Leonteq Securities 20.800 2/5/2025 CHF 37.500 Leonteq Securities 12.000 8/5/2025 CHF 31.480 DZ Bank AG Deutsche 11.050 5/23/2025 EUR 44.650 Vontobel Financial 23.250 6/27/2025 EUR 40.210 Bank Vontobel AG 15.00010/14/2025 USD 44.100 Leonteq Securities 15.400 7/1/2025 CHF 41.440 Bank Julius Baer & 18.500 7/2/2025 CHF 42.750 DZ Bank AG Deutsche 23.600 3/28/2025 EUR 29.440 Bank Vontobel AG 14.000 6/23/2025 CHF 39.200 Corner Banca SA 18.800 6/26/2025 CHF 43.420 Swissquote Bank Eur 17.590 4/22/2025 USD 37.000 Leonteq Securities 17.200 9/24/2025 CHF 45.240 Vontobel Financial 18.500 6/27/2025 EUR 43.360 Swissquote Bank SA 14.960 7/1/2025 CHF 38.040 Landesbank Baden-Wu 16.500 4/28/2025 EUR 14.270 Landesbank Baden-Wu 10.500 2/28/2025 EUR 44.410 Landesbank Baden-Wu 11.500 2/28/2025 EUR 14.400 Landesbank Baden-Wu 15.000 2/28/2025 EUR 12.450 Landesbank Baden-Wu 19.000 2/28/2025 EUR 11.180 Leonteq Securities 10.500 5/15/2025 CHF 47.400 DZ Bank AG Deutsche 13.200 3/28/2025 EUR 31.850 DZ Bank AG Deutsche 18.500 3/28/2025 EUR 12.600 DZ Bank AG Deutsche 17.600 6/27/2025 EUR 14.480 Swissquote Bank Eur 25.320 2/26/2025 CHF 21.670 Societe Generale SA 11.140 4/2/2026 USD 47.600 Landesbank Baden-Wu 10.500 4/28/2025 EUR 11.440 Landesbank Baden-Wu 19.000 4/28/2025 EUR 14.010 Zurcher Kantonalban 23.000 3/5/2025 CHF 35.730 Landesbank Baden-Wu 16.000 1/2/2026 EUR 18.930 Landesbank Baden-Wu 16.000 6/27/2025 EUR 14.510 Landesbank Baden-Wu 13.000 6/27/2025 EUR 14.940 Bank Vontobel AG 16.000 6/24/2025 USD 46.000 Bank Vontobel AG 16.000 2/10/2025 CHF 24.900 Bank Vontobel AG 12.000 3/19/2026 CHF 37.600 Bank Julius Baer & 12.000 5/28/2025 USD 35.500 Leonteq Securities 22.600 6/24/2025 CHF 44.730 Landesbank Baden-Wu 12.000 2/27/2026 EUR 17.110 Corner Banca SA 18.400 7/22/2025 CHF 31.730 Leonteq Securities 24.000 4/23/2025 CHF 38.630 Landesbank Baden-Wu 11.000 2/27/2026 EUR 16.430 Vontobel Financial 11.750 3/28/2025 EUR 46.940 Leonteq Securities 20.000 3/11/2025 CHF 8.490 Raiffeisen Switzerl 13.000 3/11/2025 CHF 28.540 Raiffeisen Switzerl 16.500 3/11/2025 CHF 8.980 Bank Julius Baer & 18.690 3/7/2025 CHF 25.650 Raiffeisen Switzerl 16.000 3/4/2025 CHF 9.140 Bank Vontobel AG 12.000 3/5/2025 CHF 24.000 Bank Vontobel AG 14.000 3/5/2025 CHF 7.600 Swissquote Bank Eur 18.530 3/5/2025 CHF 34.630 Bank Vontobel AG 11.000 4/11/2025 CHF 17.600 Bank Vontobel AG 14.500 4/4/2025 CHF 23.900 BNP Paribas Emissio 15.000 9/25/2025 EUR 42.360 Bank Vontobel AG 13.000 6/30/2025 USD 47.400 DZ Bank AG Deutsche 12.100 3/28/2025 EUR 49.010 Raiffeisen Switzerl 10.300 6/11/2025 CHF 47.510 Swissquote Bank SA 20.060 5/22/2025 CHF 40.790 Landesbank Baden-Wu 10.00010/24/2025 EUR 14.500 Landesbank Baden-Wu 14.00010/24/2025 EUR 14.940 Leonteq Securities 14.000 7/3/2025 CHF 49.400 Landesbank Baden-Wu 11.000 3/28/2025 EUR 11.210 Landesbank Baden-Wu 13.000 3/28/2025 EUR 10.260 Landesbank Baden-Wu 15.000 3/28/2025 EUR 9.610 Corner Banca SA 13.000 4/2/2025 CHF 48.480 HSBC Trinkaus & Bur 16.000 3/28/2025 EUR 16.970 HSBC Trinkaus & Bur 15.100 3/28/2025 EUR 17.520 HSBC Trinkaus & Bur 11.000 3/28/2025 EUR 20.900 HSBC Trinkaus & Bur 13.400 6/27/2025 EUR 20.830 HSBC Trinkaus & Bur 11.500 6/27/2025 EUR 22.480 HSBC Trinkaus & Bur 16.300 3/28/2025 EUR 5.090 HSBC Trinkaus & Bur 14.400 3/28/2025 EUR 5.160 Armenian Economy De 11.000 10/3/2025 AMD 0.000 Finca Uco Cjsc 13.000 5/30/2025 AMD 0.000 UBS AG/London 10.250 3/10/2025 EUR 38.200 UniCredit Bank GmbH 11.20012/28/2026 EUR 44.610 Leonteq Securities 10.340 8/31/2026 EUR 40.650 Finca Uco Cjsc 12.000 2/10/2025 AMD 0.000 UniCredit Bank GmbH 16.550 8/18/2025 USD 14.760 UBS AG/London 14.000 7/31/2025 USD 46.300 Leonteq Securities 18.000 5/27/2025 CHF 36.330 Bank Vontobel AG 15.000 4/29/2025 CHF 27.100 Leonteq Securities 22.200 4/29/2025 CHF 46.320 Bank Julius Baer & 17.100 3/19/2025 CHF 28.400 Societe Generale SA 16.000 3/18/2027 USD 49.060 Raiffeisen Schweiz 16.000 2/19/2025 CHF 35.030 Raiffeisen Switzerl 10.500 4/2/2025 EUR 47.610 Zurcher Kantonalban 10.000 3/27/2025 EUR 46.000 DZ Bank AG Deutsche 15.400 3/28/2025 EUR 47.960 DZ Bank AG Deutsche 12.100 3/28/2025 EUR 45.920 Swissquote Bank SA 14.080 2/20/2025 CHF 49.970 Swissquote Bank Eur 20.000 2/20/2025 USD 50.960 DZ Bank AG Deutsche 18.600 3/28/2025 EUR 37.810 Erste Group Bank AG 10.750 3/31/2026 EUR 42.700 Inecobank CJSC 10.000 4/28/2025 AMD 0.000 Bank Vontobel AG 14.250 5/30/2025 USD 32.500 EFG International F 13.000 6/26/2025 USD 50.410 Landesbank Baden-Wu 19.000 6/27/2025 EUR 13.060 Landesbank Baden-Wu 21.000 6/27/2025 EUR 13.320 Leonteq Securities 20.000 3/21/2025 CHF 34.390 Landesbank Baden-Wu 14.000 6/27/2025 EUR 12.600 Landesbank Baden-Wu 10.500 1/2/2026 EUR 13.390 Swissquote Bank Eur 19.380 3/18/2025 USD 49.170 Bank Vontobel AG 12.000 4/11/2025 CHF 23.100 Leonteq Securities 19.000 7/15/2025 USD 47.670 Leonteq Securities 14.00010/15/2025 CHF 35.000 Zurcher Kantonalban 14.000 6/17/2025 USD 33.780 Raiffeisen Schweiz 15.000 3/18/2025 CHF 31.210 Vontobel Financial 14.750 3/28/2025 EUR 44.670 Vontobel Financial 16.000 3/28/2025 EUR 7.710 Bank Vontobel AG 24.000 4/14/2025 CHF 34.000 Leonteq Securities 16.000 3/4/2025 CHF 35.160 Leonteq Securities 18.000 2/20/2025 CHF 44.890 Swissquote Bank Eur 16.880 3/25/2025 CHF 51.200 Raiffeisen Schweiz 13.000 3/25/2025 CHF 27.540 Landesbank Baden-Wu 16.000 6/27/2025 EUR 12.530 Leonteq Securities 12.000 7/2/2025 USD 48.660 BNP Paribas Issuanc 19.000 9/18/2026 EUR 5.070 HSBC Trinkaus & Bur 17.500 6/27/2025 EUR 6.730 HSBC Trinkaus & Bur 12.750 6/27/2025 EUR 5.000 HSBC Trinkaus & Bur 15.500 6/27/2025 EUR 41.020 HSBC Trinkaus & Bur 22.250 6/27/2025 EUR 8.470 HSBC Trinkaus & Bur 11.750 6/27/2025 EUR 42.290 HSBC Trinkaus & Bur 10.250 6/27/2025 EUR 46.590 Banque Internationa 10.000 3/19/2025 EUR 44.850 UBS AG/London 10.000 3/23/2026 USD 38.650 HSBC Trinkaus & Bur 15.900 3/28/2025 EUR 16.650 HSBC Trinkaus & Bur 15.000 3/28/2025 EUR 17.170 HSBC Trinkaus & Bur 13.300 6/27/2025 EUR 20.630 HSBC Trinkaus & Bur 11.300 6/27/2025 EUR 21.930 Basler Kantonalbank 10.000 2/3/2025 EUR 43.980 Societe Generale SA 23.110 2/17/2025 USD 45.550 UBS AG/London 21.600 8/2/2027 SEK 18.750 UBS AG/London 17.500 2/7/2025 USD 46.550 Barclays Bank PLC 21.50012/26/2025 USD 22.470 Citigroup Global Ma 25.530 2/18/2025 EUR 0.010 National Mortgage C 12.000 3/30/2026 AMD 0.000 Bank Julius Baer & 12.720 2/17/2025 CHF 16.650 Bank Vontobel AG 10.500 5/12/2025 EUR 40.900 UniCredit Bank GmbH 10.700 2/17/2025 EUR 8.310 Armenian Economy De 10.500 5/4/2025 AMD 0.000 UniCredit Bank GmbH 10.500 4/7/2026 EUR 24.760 Landesbank Baden-Wu 10.000 6/27/2025 EUR 10.890 UBS AG/London 11.000 2/17/2025 EUR 47.700 Bank Vontobel AG 10.500 2/19/2025 EUR 48.600 HSBC Trinkaus & Bur 13.400 3/28/2025 EUR 18.810 HSBC Trinkaus & Bur 11.600 3/28/2025 EUR 20.440 Corner Banca SA 10.000 2/25/2025 CHF 45.500 Leonteq Securities 10.000 2/25/2025 CHF 44.980 Landesbank Baden-Wu 14.000 6/27/2025 EUR 12.860 ACBA Bank OJSC 11.000 12/1/2025 AMD 0.000 Leonteq Securities 10.000 5/26/2025 CHF 44.270 Societe Generale SA 15.000 9/29/2025 USD 13.000 ACBA Bank OJSC 11.500 3/1/2026 AMD 0.000 Evocabank CJSC 11.000 9/27/2025 AMD 0.000 UniCredit Bank GmbH 10.50012/22/2025 EUR 29.330 UBS AG/London 25.00010/20/2026 USD 10.910 Barclays Bank PLC 14.25012/18/2025 USD 36.912 Societe Generale SA 21.00012/26/2025 USD 21.157 Lehman Brothers Tre 10.000 6/11/2038 JPY 0.100 Teksid Aluminum Lux 12.375 7/15/2011 EUR 0.619 Tonon Luxembourg SA 12.500 5/14/2024 USD 2.216 PA Resources AB 13.500 3/3/2016 SEK 0.124 Sidetur Finance BV 10.000 4/20/2016 USD 0.909 Lehman Brothers Tre 10.500 8/9/2010 EUR 0.100 Lehman Brothers Tre 11.000 6/29/2009 EUR 0.100 Lehman Brothers Tre 10.000 3/27/2009 USD 0.100 Lehman Brothers Tre 11.00012/19/2011 USD 0.100 Lehman Brothers Tre 16.000 10/8/2008 CHF 0.100 Lehman Brothers Tre 11.000 2/16/2009 CHF 0.100 Lehman Brothers Tre 13.000 2/16/2009 CHF 0.100 Lehman Brothers Tre 15.000 3/30/2011 EUR 0.100 Lehman Brothers Tre 13.000 7/25/2012 EUR 0.100 Lehman Brothers Tre 18.250 10/2/2008 USD 0.100 Lehman Brothers Tre 10.00010/22/2008 USD 0.100 Lehman Brothers Tre 16.00010/28/2008 USD 0.100 Lehman Brothers Tre 16.200 5/14/2009 USD 0.100 Lehman Brothers Tre 10.600 4/22/2014 MXN 0.100 Lehman Brothers Tre 10.000 5/22/2009 USD 0.100 Lehman Brothers Tre 10.44211/22/2008 CHF 0.100 Lehman Brothers Tre 17.000 6/2/2009 USD 0.100 Lehman Brothers Tre 13.500 6/2/2009 USD 0.100 Lehman Brothers Tre 13.432 1/8/2009 ILS 0.100 Lehman Brothers Tre 13.15010/30/2008 USD 0.100 Lehman Brothers Tre 14.90011/16/2010 EUR 0.100 Lehman Brothers Tre 10.000 2/16/2009 CHF 0.100 Lehman Brothers Tre 11.750 3/1/2010 EUR 0.100 Lehman Brothers Tre 10.00010/23/2008 USD 0.100 Lehman Brothers Tre 15.000 6/4/2009 CHF 0.100 Lehman Brothers Tre 12.400 6/12/2009 USD 0.100 Lehman Brothers Tre 11.000 7/4/2011 USD 0.100 Lehman Brothers Tre 12.000 7/4/2011 EUR 0.100 Lehman Brothers Tre 16.00012/26/2008 USD 0.100 Lehman Brothers Tre 16.800 8/21/2009 USD 0.100 Lehman Brothers Tre 14.10011/12/2008 USD 0.100 Lehman Brothers Tre 16.000 11/9/2008 USD 0.100 Lehman Brothers Tre 23.300 9/16/2008 USD 0.100 Lehman Brothers Tre 10.000 6/17/2009 USD 0.100 Lehman Brothers Tre 11.000 7/4/2011 CHF 0.100 Lehman Brothers Tre 11.25012/31/2008 USD 0.100 Lehman Brothers Tre 13.00012/14/2012 USD 0.100 BLT Finance BV 12.000 2/10/2015 USD 10.500 Lehman Brothers Tre 12.000 7/13/2037 JPY 0.100 Lehman Brothers Tre 13.50011/28/2008 USD 0.100 Privatbank CJSC Via 10.875 2/28/2018 USD 4.548 Credit Agricole CIB 29.69912/29/2031 EUR 46.244 ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *