/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/250307.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 Friday, March 7, 2025, Vol. 26, No. 48 Headlines G E R M A N Y ARVOS HOLDCO: S&P Affirms 'B-' ICR & Alters Outlook to Negative I R E L A N D RRE 23 LOAN: S&P Assigns BB-(sf) Rating on Class D Notes L U X E M B O U R G ALTISOURCE PORTFOLIO: Increases Shares Authorized for Issuance ALTISOURCE: Closes Loan Exchange, Secures $12.5M Credit Facility N E T H E R L A N D S BRIGHT BIDCO: S&P Lowers LT ICR to SD on Deferred Interest Payment S W E D E N NIMLAS GROUP: S&P Assigns 'B' ICR, Outlook Stable U N I T E D K I N G D O M ARMCLAIM LIMITED: Milner Boardman Named as Administrators AU CARD: Leonard Curtis Named as Administrators DEVONPORT CAPITAL: RG Insolvency Named as Administrators FOUND FY: RSM UK Named as Administrators LENNONS SOLICITORS: Quantuma Advisory Named as Administrators RIVET HOLDINGS: Leonard Curtis Named as Administrators UK HOME: FRP Advisory Named as Administrators X X X X X X X X [] BOOK REVIEW: Taking Charge - - - - - ============= G E R M A N Y ============= ARVOS HOLDCO: S&P Affirms 'B-' ICR & Alters Outlook to Negative --------------------------------------------------------------- S&P Global Ratings revised its outlook on industrial heat exchange provider Arvos HoldCo S.a.r.l. to negative from stable and affirmed its 'B-' long-term issuer credit rating on Arvos. S&P also affirmed its 'B-' issue rating and '3' recovery rating on the EUR175 million first-lien term loan B (TLB) at Arvos Bidco S.a.r.l., part of the operating group. S&P affirmed its 'CCC' issue rating and '6' recovery rating on the EUR30 million loan issued by Arvos HoldCo. The negative outlook reflects the potential of a downgrade of Arvos should operating setbacks continue for longer or weak industry conditions impair its ability to restore profitability and turn free operating cash flow (FOCF) positive, resulting in funds from operations (FFO) cash interest coverage persistently below 1.5x or FOCF remaining negative for longer or weakening liquidity. High charges relating to its newly developed offshore component business is impairing profitability. Approximately 10% of Arvos' revenue is generated from offshore wind and carbon capture projects in the U.S., primarily managed through its Ljungstrom subsidiary. The company's year-to-date operational underperformance stems largely from challenges tied to a major ongoing project in the offshore wind business. Ljungstrom was contracted to supply three components including waterproof doors and cages for suspended internal platforms for offshore wind turbines. Due to quality deficiencies, these components require significant rework. This strained internal production capacity, requiring the company to engage third-party welders at higher costs, which escalated labor expenses and delayed project timelines. S&P said, "We understand that quality issues have been identified and addressed and our base case includes no major further one-off charges relating to this project. We assume the overall costs of about EUR25 million will be fully reflected in fiscal 2025, with only limited cash outflows in fiscal 2026." S&P said, "FOCF generation and leverage metrics are weaker than expected in our previous base case. While the offshore wind project's cost overruns are the primary driver of this contraction, we expect partial mitigation from Arvos' profitable conventional engineering business--which remains cash flow positive--and recent pricing adjustments and cost-saving initiatives implemented after restructuring. The decline in EBITDA will elevate S&P Global Ratings-adjusted debt to EBITDA to approximately 8x and lower FOCF to negative EUR5 million for fiscal 2025. At the same time, we expect operating efficiency and profitability to improve in fiscal 2026, since the majority of costs tied to the offshore wind project have been recognized in fiscal 2025 already, and component deliveries are projected to conclude by early second quarter of fiscal 2026. Combined with contribution of pricing and cost-saving measures, we expect S&P Global Ratings-adjusted debt to EBITDA to reduce to below 6x in fiscal 2026 and positive FOCF generation at about EUR10 million further supported by final receivables collection from the offshore wind project and normalized working capital trends. Uncertainties remain since we assume no further or new project delays or overruns in our base case. "Despite solid profitability, we view growth prospects for the group's traditional business as limited. We believe that the group's traditional end markets in the energy and chemical sectors of Europe and North America have limited growth potential amid strong competition and a subdued pricing environment, which could pressure margins and constrain visibility of order flow. To mitigate these risks and capitalize on growth opportunities, Arvos plans expansion of its traditional business in emerging markets and its footprint in renewable energy and carbon capture projects. In our view this cannot fully compensate for loss of revenue and EBITDA in Arvos' core markets. For instance, we continue to see considerable volatility in offshore wind. Recent operational issues and order cancellations are exacerbated by the difficult market outlook for offshore wind in the U.S. and an uncertain political and regulatory outlook in the U.S. that could impact future demand for sustainable energy projects in the region. "Our 'B-' rating is supported by the absence of near-term maturities and adequate liquidity. We believe that the lack of near-term maturities leaves room for the implementation of the turnaround plan. Given the capital structure's maturity profile (no significant maturities until May 2027) following the restructuring earlier in the fiscal year, the existing cash balance and RCF availability results in our view in sufficient liquidity for upcoming liquidity needs while headroom under the company's maintenance covenants is ample." The negative outlook reflects the risk of a downgrade if continued operating setbacks or weak industry conditions impair Arvos' ability to restore profitability and prevent deleveraging from 8x expected for fiscal 2025 or FFO cash interest coverage remaining below 1.5x. It also reflects the risk that FOCF would remain negative for longer and potentially also weaken liquidity or increase the likelihood of a covenant breach. S&P could lower its rating on Arvos if the company witnesses further operational disruptions or lower demand than expected, resulting in an inability to restore profitability resulting in: -- An FFO cash interest coverage ratio persistently below 1.5x, -- Persistent negative adjusted FOCF; or -- Tighter liquidity. S&P could also lower its rating if Arvos breaches its covenants or if S&P sees an increasing probability of a covenant breach under the company's debt facilities that is not swiftly addressed. S&P said, "We could revise the outlook to stable if the company is able to deliver smoothly on its turnaround strategy, growing its revenue as we expect under our base case and restoring EBITDA margins to 14%-16%, and importantly, sustaining FFO cash interest of around 2x and positive FOCF." ============= I R E L A N D ============= RRE 23 LOAN: S&P Assigns BB-(sf) Rating on Class D Notes -------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to RRE 23 Loan Management DAC's class A-1 to D notes. At closing, the issuer will also issue unrated performance, preferred return, and subordinated notes. This is a European cash flow CLO transaction, securitizing a portfolio of primarily senior secured leveraged loans and bonds. The transaction will be managed by Redding Ridge Asset Management (UK) LLP. The preliminary ratings assigned to RRE 23 Loan Management DAC's notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises 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 S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will permanently switch to semiannual payments. The portfolio's reinvestment period will end approximately five years after closing, and the portfolio's maximum average maturity date is approximately 8.5 years after closing. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,826.19 Default rate dispersion 429.10 Weighted-average life including reinvestment(years) 5.01 Obligor diversity measure 96.12 Industry diversity measure 16.57 Regional diversity measure 1.24 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 Number of performing obligors 118 Portfolio weighted-average rating derived from our CDO evaluator B 'CCC' category rated assets (%) 0.50 Target 'AAA' weighted-average recovery (%) 36.75 Target portfolio weighted-average spread (%) 3.80 S&P said, "We understand that at closing, the portfolio is 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. As such, we have not applied any additional scenario and sensitivity analysis when assigning ratings to any class of notes in this transaction. "In our cash flow analysis, we used the EUR400 million target par amount, the actual weighted-average spread (3.80%), and the covenanted weighted-average coupon indicated by the collateral manager (3.30%). We assumed weighted-average recovery rates in line with those of the actual portfolio presented to us. 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. "Our credit and cash flow analysis indicates that the available credit enhancement for the class A-2, B, C-1, C-2, and D notes could withstand stresses commensurate with higher ratings than those 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 the assigned preliminary ratings. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Following the application of our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk to be limited at the assigned preliminary ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "At closing, we expect the transaction's legal structure to be bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our assigned preliminary ratings are commensurate with the available credit enhancement for the class A-1, A-2, B, C-1, C-2, and D notes. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-1 to D notes to four hypothetical scenarios." Environmental, social, and governance factors 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." Preliminary ratings Prelim Prelim amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-1 AAA (sf) 236.00 41.00 Three/six-month EURIBOR plus 1.26% A-2 AA (sf) 58.00 26.50 Three/six-month EURIBOR plus 1.75% B A (sf) 22.00 21.00 Three/six-month EURIBOR plus 2.00% C-1 BBB (sf) 24.00 15.00 Three/six-month EURIBOR plus 2.75% C-2 BBB- (sf) 4.00 14.00 Three/six-month EURIBOR plus 3.45% D BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.25% Performance notes NR 1.00 N/A N/A Preferred return notes NR 0.25 N/A N/A Subordinated notes NR 45.70 N/A N/A *The preliminary ratings assigned to the class A-1 and A-2 notes address timely interest and ultimate principal payments. The ratings assigned to the class B, C-1, C-2, and D notes address ultimate interest and principal payments. §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. =================== L U X E M B O U R G =================== ALTISOURCE PORTFOLIO: Increases Shares Authorized for Issuance -------------------------------------------------------------- Altisource Portfolio Solutions S.A. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company held an extraordinary general meeting of shareholders before a Luxembourg notary public for the purposes of amending the Company's articles of association, which implemented two amendments to the Company's prior Amended and Restated Articles of Incorporation, which Amendments were approved by the Company's shareholders at the Extraordinary General Meeting, as previously disclosed by the Company on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 18, 2025. The first Amendment amended Article 5 of the Prior Articles to: (i) cancel the nominal value of all existing shares of Altisource's common stock, and (ii) decrease the par value of the Common Stock from US$1.00 per share to US$0.01 per share through a decrease of the share capital of the Company by an amount of US$30,477,057.93 without cancellation of shares of Common Stock, in order to bring the share capital of the Company from former amount of US$30,784,907 to an amount of US$307,849.07 represented by 30,784,907 shares of the Company's common stock without designation of nominal value, and by allocating US$30,477,057.93 derived from the share capital decrease to the share premium account of the Company. The second Amendment increased the number of shares the board of directors of Altisource is authorized to issue from 100,000,000 to 250,000,000 and renewed the authority of the Board to issue shares by: (i) amending Article 6 of the Prior Articles to renew and amend the authorization of the Board to: (a) issue shares of Common Stock, within the limits of Altisource's authorized share capital of up to US$2,500,000 divided into 250,000,000 shares of the Company's common stock without nominal value and, (b) issue any warrants, options, or other similar instruments exercisable into shares and rights to subscribe for shares and set the terms and conditions of these instruments, each for a term of five years and, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, and (ii) acknowledging receipt of the report issued by the Board pursuant to article 420-26 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended. About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. -- https://www.Altisource.com/ -- is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. As of September 30, 2024, Altisource had $144.5 million in total assets, $293.2 million in total liabilities, and $148.7 million in total deficit. * * * In Feb. 2025, S&P Global Ratings lowered its issuer credit rating on Altisource Portfolio Solutions S.A. to 'SD' from 'CC' and its issue rating on the senior secured term loan to 'D' from 'C'. ALTISOURCE: Closes Loan Exchange, Secures $12.5M Credit Facility ---------------------------------------------------------------- Altisource Portfolio Solutions S.A. announced the closing of its previously announced exchange transaction with 100% of lenders under the Company's senior secured term loans and entered into a $12.5 million super senior credit facility. "I am pleased that we executed and closed the Term Loan Exchange Transactions and the Super Senior Facility. We believe these transactions significantly strengthen Altisource's balance sheet which, combined with the Company's improving financial performance, should help position it for sustainable long-term growth and value creation," said Chairman and Chief Executive Officer William B. Shepro. Under the Term Loan Exchange Transactions, the Lenders exchanged the Company's senior secured term loans with an outstanding balance of $232.8 million for a $160 million new first lien loan and the issuance of approximately 58.2 million common shares of Altisource. The New Facility is comprised of a $110 million interest-bearing loan and a $50 million non-interest-bearing exit fee. The following is a summary of certain terms of the New Facility: * $158.6 million of the New Facility matures on April 30, 20301 * The interest rate on the New Debt is Secured Overnight Financing Rate plus 6.50% per annum with a 3.50% SOFR floor * The interest rate on the Exit Fee is 0% * All mandatory and voluntary prepayments under the New Facility are allocated between the New Debt and the Exit Fee on a pro rata basis * The principal amortization of the New Facility is 1.0% of the New Debt per year * A minimum of 95% of net proceeds the Company may receive from the exercise of Cash Exercise Stakeholder Warrants (defined below) are to be used to prepay the New Facility * Beginning with the fiscal year ending December 31, 2025, the lesser of (a) 75% of the aggregate Excess Cash Flow (as defined in the credit agreement) for the most recently ended fiscal year of the Company for which financial statements have been delivered and (b) such amount which, immediately after giving effect to such repayment, would result in the Company having no less than $30 million of total cash on its balance sheet, shall be applied first to the prepayment of the Super Senior Facility (defined below) and, second, to the prepayment of the New Facility A portion of the principal amount of the Exchange Term Loans in the amount of approximately $1.4 million matures on January 15, 2029. On February 19, 2025, Altisource also executed and closed on the Super Senior Facility to fund transaction costs related to the Term Loan Exchange Transaction and for general corporate purposes. The following is a summary of certain terms of the Super Senior Facility: * The maturity date of the Super Senior Facility is February 19, 2029 * The original issue discount on the Super Senior Facility is 10.0% * The interest rate on the Super Senior Facility is SOFR plus 6.50% with a 3.50% SOFR floor * Beginning with the fiscal year ending December 31, 2025, the lesser of (a) 75% of the aggregate Excess Cash Flow (as defined in the credit agreement) for the most recently ended fiscal year of the Company for which financial statements have been delivered and (b) such amount which, immediately after giving effect to such repayment, would result in the Company having no less than $30 million of total cash on its balance sheet, shall be applied first to the prepayment of the Super Senior Facility and, second, to the prepayment of the New Facility On February 18, 2025, the Company's shareholders approved resolutions to enable, among other things, an issuance of transferrable warrants to holders of the Company's: (i) common stock, (ii) restricted share units and (iii) outstanding warrants to purchase shares of Common Stock at an exercise price of $0.01 per share, in each case, as of 5:00 p.m., New York City time, on February 14, 2025, to purchase approximately 114.5 million shares of Altisource common stock for $1.20 per share. Subject to the right of the board of directors of the Company to change the Distribution Record Date, the issuance of Stakeholder Warrants shall occur on a date to be subsequently determined by the Board that will be within 60 days after the Distribution Record Date (i.e., by April 15, 2025). Once issued, the Stakeholder Warrants will provide Stakeholders with the ability to purchase approximately 3.25 shares of Altisource common stock for each share of or right to common stock held. Fifty percent of the Stakeholder Warrants will expire on April 2, 2029 and require settlement through the cash payment to the Company of the exercise price of such Stakeholder Warrant. The other 50% of the Stakeholder Warrants will expire on April 30, 2032 and require settlement through the forfeiture of shares to the Company equal to the exercise price of such Stakeholder Warrant. The foregoing descriptions of each of the Transactions are not complete and are described in more detail in a Current Report on Form 8-K filed by Altisource with the U.S. Securities and Exchange Commission which is available at: https://tinyurl.com/43sk6838 About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. - https://www.Altisource.com/ - is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. As of September 30, 2024, Altisource had $144.5 million in total assets, $293.2 million in total liabilities, and $148.7 million in total deficit. * * * In Feb. 2025, S&P Global Ratings lowered its issuer credit rating on Altisource Portfolio Solutions S.A. to 'SD' from 'CC' and its issue rating on the senior secured term loan to 'D' from 'C'. ===================== N E T H E R L A N D S ===================== BRIGHT BIDCO: S&P Lowers LT ICR to SD on Deferred Interest Payment ------------------------------------------------------------------ S&P Global Ratings lowered its long-term issuer credit rating on Bright Bidco B.V. to 'SD' (selective default) from 'CCC+', and its issue level rating on its exit term loan to 'D' (default) from 'CCC+'. S&P said, "The rating action reflects our understanding that Bright Bidco has deferred the cash interest payment due at the end of January 2025 on its $300 million exit term loan maturing in October 2027. The issuer credit rating on Bright Bidco is 'SD' because we believe that the company remains current on its other obligations. "We note that the deferred interest payment resulted from a consensual arrangement with the term loan lenders to support the company's liquidity position as it continues to execute on its transformational initiatives. In the nine months to September 2024, Bright Bidco reported company-adjusted EBITDA of $9 million, up from negative $47 million the previous year, for its LED segment. This reflected a reduction in factory fixed costs through previous headcount reductions and production footprint realignments, as well as lower research and development spending." =========== S W E D E N =========== NIMLAS GROUP: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Nimlas Group AB and QuickTop HoldCo AB, the wholly owned subsidiary that will issue the debt. S&P also assigned its 'B' issue rating and '3' recovery rating to the proposed EUR325 million senior secured notes. The stable outlook indicates S&P's expectation that resilient facilities maintenance and renovation markets in the Nordics and numerous bolt-on acquisitions will support Nimlas' growth by 12% in 2025 while sustaining a minor decline in S&P Global Ratings-adjusted EBITDA margins around 8.3%. EBITDA growth will support a reduction in S&P Global Ratings-adjusted leverage around 5.7x and funds from operations (FFO) cash interest coverage above 2x by year-end 2025. Nimlas Group AB, Nordic provider of technical services to facilities, is expected to report revenue of Swedish krona (SEK) 8.3 billion (about EUR739 million) and S&P Global Ratings-adjusted EBITDA of SEK706 million (about EUR63 million) for 2024. Nimlas is issuing five-year EUR325 million senior secured notes and a super senior revolving credit facility (RCF) of EUR60 million. It will use the proceeds to repay EUR221 million of existing debt, pay out a EUR115 million dividend to its owners, repay a EUR7 million vendor loan, and fund its balance sheet with EUR16 million, which will be used to pay transaction fees. Nimlas announced it plans to issue EUR325 million senior secured notes. The proceeds from this issuance will be used to repay EUR221 million of existing debt, pay out EUR115 million of dividends to existing shareholders, repay a EUR7 million vendor loan for the Konstel acquisition contracted in 2023, and add EUR16 million of cash to the balance sheet, which will notably be used to pay transaction fees. In addition, Nimlas will also enter into a new super senior RCF agreement of EUR60 million, which S&P expects to remain undrawn at closing. S&P said, "Our financial risk profile incorporates a high S&P Global adjusted-debt quantum at the end of 2025. We expect adjusted debt of approximately SEK4.45 billion on Dec. 31, 2025. In addition to the EUR325 million notes issuance (about SEK3.715 billion), we expect the super senior RCF to be drawn by SEK270 million and we adjust for operating leases liabilities (SEK404 million) and earnouts (SEK50 million). We do not net cash available from our debt calculations, given the financial-sponsor ownership. We also exclude from our debt calculation the preference shares issued by Nimlas Group AB and subscribed by both KLAR Partners and other shareholders because we consider these to be equity-like. The preference shares lack a maturity date, are subordinated to all other liabilities, and are aligned with the financial owners' economic incentives. "As a result, we forecast adjusted debt to EBITDA will be about 5.7x by end-2025 and 5.1x by end-2026. This will be driven by the increase in S&P Global Ratings' EBITDA, thanks to mergers and acquisitions realized during the year. The resilient FFO cash interest coverage, which we project will exceed 2.0x in 2025 and 2026, also supports the rating. Given the very low capital-intensity of the business and its tight working capital management, we assume strong free operating cash flow (FOCF) of SEK329 million in 2025 and SEK408 million in 2026. Strong FOCF supports the group's credit quality. "The ratings are constrained by Nimlas' financial-sponsor ownership and expected strategy of predominately debt- funded acquisitions in coming years. We assess majority owner KLAR Partners (which owns Nimlas since 2021) as a financial sponsor. We typically expect financial sponsors to tolerate high leverage and implement aggressive shareholder return policies, as proven by the EUR115 million proposed dividend in this transaction. We expect Nimlas to continue completing numerous acquisitions in coming years to further strengthen its geographic presence through the Nordics and through different verticals. In our view, Nimlas will fund small acquisitions (historically 57% of acquired companies had a turnover inferior to SEK5 million) with a mix of internally generated cash and drawings under the super senior RCF. However, we do not exclude that it could issue additional debt to fund larger deals or receive an additional equity contribution from shareholders should it enter into a transformational deal. We do, however, see such a scenario as unlikely in the short term." Nimlas' business risk profile is supported by its position among leaders in the technical services market in the Nordics. Moreover, its operations in the growing technical services market with about 70% in reoccurring maintenance and renovation markets, excellent customer diversification, and strong ability to generate free cash flow also buoy the rating. On the other hand, Nimlas' business risk profile is constrained by the company's limited size and concentration in the Nordics, operations in a highly fragmented and competitive market with low barriers to entry that lead to relatively low EBITDA margins, and its 30% exposure to the cyclical new construction market. S&P said, "Nimlas is one of the smallest issuers we rate and has limited geographic diversity. With expected SEK8.3 billion (about EUR739 million) and S&P Global Ratings-adjusted EBITDA of SEK706 million (about EUR63 million) in 2024, Nimlas is one of the smallest issuers we rate in the business and consumer services sector." In addition, it operates only in Nordic countries and has no exposure to other geographic zones, although revenue generation is well balanced between Finland (38% of 2024 of pro forma revenue for the acquisitions realized during the year), Sweden (36%), and Norway (26%). The technical services market is highly fragmented and has low barriers to entry, leading to low profitability. Depending on the country, the three top players hold 17%-34% of market share. For each contract, Nimlas has to bid against a myriad of small local players. Furthermore, we deem barriers to entry to be low, given the limited capital spending (capex) requirements of this activity and low to medium complexity of tasks completed. All in all, this leads to compressed S&P Global ratings-adjusted EBITDA margins for Nimlas, expected around 8%-9% over 2024-2026, below the best-performing peers like VDK Groep B.V. (around 14%-15%). The group's contract's structure and focus on small to midsize projects limits, but may not fully prevent, the risk of cost overruns. Fixed-price contracts constitute 52% of contracts and 17% a "target" (capped) price. However, the risk of incurring higher costs than planned is mitigated by Nimlas' focus on small (66% are below SEK5 million) and midsize projects (28% are SEK5 million-SEK20 million) where the duration and complexity is lower. In addition, fixed-price contracts usually include cost-indexation clauses. Another 31% of contracts are on a cost-plus basis. Nimlas is exposed to some extent to the cyclical new construction market. About 32% of Nimlas' revenue is derived from works on newbuilds. This end market declined by a compound annual growth rate (CAGR) of 3.8% over 2022-2024, suffering from raw material inflation and higher interest rates. Nimlas is among the leaders in the three countries where it operates, with a good scope of activities. Nimlas holds the market's third position in Finland and is the fourth player in Sweden and Norway. S&P said, "In our view, Nimlas benefits from these leading positions in terms of reputation with clients and employees, facilitating the win of new contracts and recruitment of technicians. Nimlas' extended range of services, from heating, ventilation, and air conditioning to electrical, automation, and sanitation works, also allows for cross-selling to clients. In our view, the group is well placed to act as one of the consolidators of the highly fragmented market in coming years." The technical services market is set to grow at a CAGR of 6% over 2024-2026. S&P said, "In our view, fundamental trends such as improved energy efficiency of buildings will support growth. We also note that the majority of the building stock in the Nordics is 40 or more years old, which will require major renovation." In addition, smaller households will drive demand for more buildings, ultimately leading to increased demand for Nimlas' services. Although Nimlas' contracts are usually short term, many are reoccurring and resilient. As of 2024, 41% of the group's revenue stemmed from maintenance works and 26% from renovation activities. As such, 68% of the revenue base can be considered reoccurring and relatively independent from the economic cycle, leading to good revenue visibility. Nimlas operates a highly cash-generative business model. Capex requirements are minimal at about 0.5% of revenue. In addition, working capital requirements are structurally negative, given that clients are usually billed in advance for works. All in all, this leads to strong FOCF generation, which S&P forecasts above SEK300 million annually from 2025 and thereafter. Nimlas' cost structure is largely flexible. 78% of costs are considered variable, as 49% are linked to cost of goods sold and 42% to personnel costs. Labor law in Nordic countries allows for the temporary layoff of employees for a period up to six months without wages. The last 9% mainly consist of central costs, which are considered largely fixed. Nimlas can also capitalize on its large exposure to maintenance and renovation projects and transfer to these works any employees from the newbuild segment when activity in another project declines. S&P said, "The stable outlook indicates our expectation that resilient facilities maintenance and renovation markets in the Nordics and numerous bolt-on acquisitions will support Nimlas' growth by 12% in 2025 while sustaining a minor decline in S&P Global Ratings-adjusted EBITDA margins around 8.3%. EBITDA growth will support a reduction in S&P Global Ratings-adjusted leverage around 5.7x and FFO cash interest coverage above 2x by year-end 2025. "We could lower the rating on Nimlas if we observed a material deterioration in operating performance, which could result from operational obstacles, delays in the integration of bolt-ons, and higher-than-expected exceptional costs. This would, in turn, lead to weaker operating cash flow and increased leverage." S&P could also lower the rating if: -- The group undertook aggressive transactions, such as a large debt-funded acquisitions, or paid cash returns to shareholders, resulting in substantial and sustained re-leveraging to 7x and above. -- FOCF became negative without prospects for turning positive again. -- FFO cash interest coverage declined sustainably and materially below 2x; -- S&P said, "We see an upgrade as unlikely in the short term because we regard the company's financial policy as a constraint to deleveraging. However, we could raise the rating if Nimlas sustained revenue and EBITDA growth such that adjusted debt to EBITDA falls and stays below 5x. Under this scenario, an upgrade would depend on a strong commitment from KLAR Partners to maintain credit metrics at those levels." In addition, S&P would expect Nimlas to have greater scale and a track record of solid operating performance. =========================== U N I T E D K I N G D O M =========================== ARMCLAIM LIMITED: Milner Boardman Named as Administrators --------------------------------------------------------- Armclaim Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency and Companies, Court Number: CR-2005-MAN-000280, and Darren Brookes of Milner Boardman & Partners was appointed as administrators on Feb. 27, 2025. Armclaim Limited, trading as EC Outsourcing, specialized in activities of call centres. Its registered office is at The Old Mill Blisworth Hill Farm, Stoke Road, Blisworth, Northampton, NN7 3DB (to be changed to Grosvenor House, 22 Grafton Street, Altrincham, WA14 1DU). Its principal trading address is at Solar House, 7 Admiral Way, Doxford International, Sunderland, SR3 3XW. The joint administrators can be reached at: Darren Brookes Milner Boardman & Partners Grosvenor House 22 Grafton Street Altrincham WA14 1DU Creditors requiring further information should either contact: Grosvenor House 22 Grafton Street Altrincham WA14 IDU Tel No: 0161-927-7788 -- or contact -- Natasha Baldwin Email: natashab@milnerboardman.co.uk Tel No: 0161 927 7788 AU CARD: Leonard Curtis Named as Administrators ----------------------------------------------- AU Card Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-001351, and Dane O'Hara and Alex Cadwallader of Leonard Curtis were appointed as administrators on Feb. 28, 2025. Its registered office is at 5th Floor, Grove House, 248a Marylebone Road, London, NW1 6BB Its principal trading address is at 1 King William Street, London, EC4N 7AF The joint administrators can be reached at: Dane O'Hara Alex Cadwallader Leonard Curtis 5th Floor, Grove House 248a Marylebone Road London NW1 6BB For further details, contact: Joint Administrators Tel No: 020 7535 7000 Email: recovery@leonardcurtis.co.uk Alternative contact: Toby Cooper DEVONPORT CAPITAL: RG Insolvency Named as Administrators -------------------------------------------------------- Devonport Capital Limited was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-000099, and Avner Radomsky, Michael Goldstein, and Charlotte Jobling of RG Insolvency were appointed as administrators on Feb. 27, 2025. Devonport Capital engaged in the provision of finance by way of secured loans to SMEs. Its registered office and principal trading address is at 4th Floor Salt Quay House, North East Quay, Sutton Harbour, Plymouth PL4 0HP. The joint administrators can be reached at: Avner Radomsky Michael Goldstein Charlotte Jobling RG Insolvency Devonshire House Manor Way, Borehamwood Hertfordshire WD6 1QQ For further information, contact: The Joint Administrators Tel No: 020 36037871 Alternative contact: Kerry Scott-Butler FOUND FY: RSM UK Named as Administrators ---------------------------------------- Found Fy Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Leeds, Insolvency & Companies List (ChD), Court Number: CR-2025-000214, and Lee Van Lockwood and Gareth Harris of RSM UK Restructuring Advisory LLP, were appointed as administrators on Feb. 28, 2025. Found Fy is into online retail. Found Fy traded as Trouva. Its registered office and principal trading address is at Prince Albert House, 20 King Street, Maidenhead, SL6 1EF. The joint administrators can be reached at: Lee Van Lockwood Gareth Harris RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street Leeds LS1 4DL For further details, contact: Ryan Marsh RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street Leeds LS1 4DL Tel: 0113 285 5053 Alternative contact: The Joint Administrators Tel: 0113 285 5000 LENNONS SOLICITORS: Quantuma Advisory Named as Administrators ------------------------------------------------------------- Lennons Solicitors Limited was placed into administration proceedings in Business and Property Courts of England and Wales Court Number, Court Number: CR-2025-1378, and Sean Bucknall and Andrew Hosking of Quantuma Advisory Limited were appointed as administrators on Feb. 28, 2025. Lennons Solicitors are solicitors. Its registered office and principal trading address is at Chess Chambers, 2 Broadway Court, High Street, Chesham HP5 1EG. The registered office address is in the process of being changed to c/o Quantuma Advisory Limited, at 3rd Floor, 37 Frederick Place, Brighton, East Sussex BN1 4EA. The joint administrators can be reached at: Sean Bucknall Andrew Hosking Quantuma Advisory Limited 3rd Floor, 37 Frederick Place Brighton, BN1 4EA For further details, contact: Mary Dempsey Tel No: 01273 322400 Email: mary.dempsey@quantuma.com RIVET HOLDINGS: Leonard Curtis Named as Administrators ------------------------------------------------------ Rivet Holdings Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Birmingham, Company & Insolvency List (ChD), Court Number: CR-2025-BHM-000078, and Conrad Beighton and Kirsty Swan of Leonard Curtis were appointed as administrators on Feb. 25, 2025. Rivet Holdings specialized in non-specialised wholesale trade. Its registered office is at Cavendish House, 39-41 Waterloo Street, Birmingham, B2 5PP Its principal trading address is at Unit 3 Keys Park Road, Key's Business Village, Hednesford, Staffordshire, WS12 2HA The joint administrators can be reached at: Conrad Beighton Kirsty Swan Leonard Curtis Cavendish House 39-41 Waterloo Street Birmingham, B2 5PP For further details, contact: The Joint Administrators Tel No: 0121 200 2111 Email: recovery@leonardcurtis.co.uk Alternative contact: Mahnoor Aslam UK HOME: FRP Advisory Named as Administrators --------------------------------------------- UK Home Shopping Limited was placed into administration proceedings In the High Court of Justice Business and Property Courts in Leeds, Court Number: CR-2025-000208, and John Anthony Lowe and Nathan Jones of FRP Advisory Trading Limited, were appointed as administrators on Feb. 27, 2025. UK Home engaged in the wholesale of other machinery and equipment; and the retail sale of electrical household appliances in specialized stores. Its registered office is at 91-97 Saltergate, Chesterfield, S40 1LA in the process of being changed to c/o FRP Advisory Trading Limited, at Ashcroft House, Ervington Court, Meridian Business Park, Leicester, LE19 1WL Its principal trading address is at Daniels Way, Hucknall, Nottingham, NG15 7LL The joint administrators can be reached at: John Anthony Lowe Nathan Jones FRP Advisory Trading Limited Ashcroft House Ervington Court, Meridian Business Park Leicester LE19 1WL For further, details: The Joint Administrators Tel No: 0116 303 3333 Alternative contact: Shivraj Raja Email: cp.leicester@frpadvisory.com =============== X X X X X X X X =============== [] BOOK REVIEW: Taking Charge ----------------------------- Taking Charge: Management Guide to Troubled Companies and Turnarounds Author: John O. Whitney Publisher: Beard Books Softcover: 283 Pages List Price: $34.95 Order a copy today at: http://beardbooks.com/beardbooks/taking_charge.html Review by Susan Pannell Remember when Lee Iacocca was practically a national hero? He won celebrity status by taking charge at a company so universally known as troubled that humor columnists joked their kids grew up thinking the corporate name was "Ayling Chrysler." Whatever else Iacocca may have been, he was a leader, and leadership is crucial to a successful turnaround, maintains the author. Mediagenic names merit only passing references in Whitney's book, however. The author's own considerable experience as a turnaround pro has given him more than sufficient perspective and acumen to guide managers through successful turnarounds without resorting to name-dropping. While Whitney states that he "share[s] no personal war stories" in this book, it was, nonetheless, written from inside the "shoes, skin, and skull of a turnaround leader." That sense of immediacy, of urgency and intensity, makes Taking Charge compelling reading even for the executive who feels he or she has already mastered the literature of turnarounds. Whitney divides the work into two parts. Part I is succinctly entitled "Survival," and sets out the rules for taking charge within the crucial first 120 days. "The leader rarely succeeds who is not clearly in charge by the end of his fourth month," Whitney notes. Cash budgeting, the mainstay of a successful turnaround, is given attention in almost every chapter. Woe to the inexperienced manager who views accounts receivable management as "an arcane activity 'handled over in accounting.'" Whitney sets out 50 questions concerning AR that the leader must deal with -- not academic exercises, but requirements for survival. Other internal sources for cash, including judiciously managed accounts payable and inventory, asset restructuring, and expense cuts, are discussed. External sources of cash, among them banks, asset lenders, and venture capital funds; factoring receivables; and the use of trust receipts and field warehousing, are handled in detail. Although cash, cash, and more cash is the drumbeat of Part I, Whitney does not slight other subjects requiring attention. Two chapters, for example, help the turnaround manager assess how the company got into the mess in the first place, and develop strategies for getting out of it. The critical subject of cash continues to resonate throughout Part II, "Profit and Growth," although here the turnaround leader consolidates his gains and looks ahead as the turnaround matures. New financial, new organizational, and new marketing arrangements are laid out in detail. Whitney also provides a checklist for the leader to use in brainstorming strategic options for the future. Whitney's underlying theme -- that a successful business requires personal leadership as well as bricks and mortar, money and machinery -- is summed up in a concluding chapter that analyzes the qualities that make a leader. His advice is as relevant in this 1999 reprint edition as it was in 1987 when first published. John O. Whitney had a long and distinguished career in academia and industry. He served as the Lead Director of Church and Dwight Co., Inc. and on the Advisory Board of Newsbank Corp. He was Professor of Management and Executive Director of the Deming Center for Quality Management at Columbia Business School, which he joined in 1986. He died in 2013. ********* 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 * * *