/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/250310.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, March 10, 2025, Vol. 26, No. 49 Headlines A U S T R I A SAPPI PAPIER: Fitch Rates New EUR300MM Unsec. Notes Due 2032 'BB+' F R A N C E SEQUANS COMMUNICATIONS: Names Dr. Qiuting Huang as CTO I T A L Y FEDRIGONI SPA: S&P Assigns 'B-' LongTerm ICR, Outlook Stable INTESA SANPAOLO: Fitch Rates EUR500MM Sub. Tier 2 Bond 'BB+' MAIOR SPV: DBRS Cuts Class A Notes Rating to CC L U X E M B O U R G ALTISOURCE PORTFOLIO: Credit Investments Holds 22.7% Equity Stake TARKETT PARTICIPATION: S&P Alters Outlook on B+ ICR to Positive N E T H E R L A N D S STAMINA BIDCO: S&P Discontinues 'B+' ICR Upon Acquisition by Skio S P A I N CAIXABANK RMBS 2: DBRS Confirms BB(high) Rating on B Notes U N I T E D K I N G D O M CARCO PRP: S&P Assigns Prelim. 'B' LongTerm ICR on Refinancing CASTELL PLC 2023-1: S&P Affirms 'BB-' Rating on Class F Notes DILOSK RMBS 8: DBRS Confirms B(high) Rating on Class X Notes JUBILEE PLACE 7: DBRS Finalizes BB(high) Rating on Class E Notes POLARIS PLC 2025-1: DBRS Finalizes BB(low) Rating on F Notes SAGA PLC: S&P Withdraws 'B-' LongTerm Issuer Credit Rating TOGETHER ASSET 2025-2ND1: DBRS Finalizes B(high) Rating on F Notes TOGETHER ASSET 2025-CRE-1: S&P Assigns Prelim. B Rating on X Notes - - - - - ============= A U S T R I A ============= SAPPI PAPIER: Fitch Rates New EUR300MM Unsec. Notes Due 2032 'BB+' ------------------------------------------------------------------ Fitch Ratings has assigned Sappi Papier Holding GmbH's (SPH) proposed new EUR300 million senior sustainability-linked notes due 2032 a rating of 'BB+' and Recovery Rating of 'RR4', in line with the company's existing senior unsecured notes. The proceeds will be used to refinance the remaining EUR240 million principal amount of the 2026 senior notes, pay all fees related to the offering, and fund approximately USD57 million cash on the balance sheet to be used for general corporate purposes. Fitch currently rates Sappi Limited's (Sappi) Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. Key Rating Drivers Limited Impact on Metrics: Fitch expects the transaction to have a minor impact on leverage metrics, increasing EBITDA leverage by approximately 0.1x within the Fitch forecast horizon of 2025-2028. The refinancing will help spread out the company's debt maturity profile, while the slightly higher funding costs will not materially affect its cash flow metrics. Cash Flow Temporarily Under Pressure: Sappi's capex has been elevated in FY24 and FY25, largely due to the USD420 million conversion and expansion of the Somer Set Mill Paper Machine No.2 (PM2) from graphic paper into packaging and specialty papers. Additional restructuring costs, closure of two graphic paper mills, business interruption expenses and damaged timber costs from fire and snow in FY24 also pressured FCF. With capex and dividend flexibility, Fitch expects the FCF margin to return to low single digits. Failure to do so would put pressure on the rating. Leverage to Peak in FY25: Fitch forecasts EBITDA gross leverage in FY25 at 2.8x and net leverage at 2.6x from 2.7x and 2.3x in FY24, respectively. This will be driven by flat EBITDA and negative FCF eroding cash on the balance sheet. These leverage levels will exceed its negative sensitivities of 2.5x and 2.0x. However, Fitch forecasts Sappi will subsequently deleverage, returning to within sensitivities from FY26. FY24 EBITDA Better Than Expected: Fitch-adjusted EBITDA margin was 12% in FY24, which exceeded Fitch's and the company's forecasts. This was led by the dissolving pulp segment, which continued to have strong results in FY24, with rising prices due to tight supply and high demand from viscose staple fibre. Graphic paper sales were flat, although their profitability improved due to cost reductions and mill closures. Packaging and specialty paper demand grew by 8% as destocking reversed, with stronger recoveries in North America and South Africa, but margins were eroded due to lower selling prices. Margins Under Pressure in FY25: Fitch forecasts the Fitch-adjusted EBITDA margin to slightly decrease in FY25 before rising again in FY26-FY28. EBITDA generation is sensitive to volatile pulp prices and pressured by structurally declining demand for graphic paper. Continued weaker demand in Europe, maintenance shutdowns, and ramp-up of PM2 will weigh on margins in FY25. However, Fitch expects margins to benefit from the new higher-margin packaging capacity from PM2, and a falling contribution from the lower-margin graphic paper in the medium term. Transition Period: Sappi's transition is well underway, with the conversion and expansion of PM2, which is set to be complete in April 2025. Fitch views Sappi's strategy to limit exposure to graphic paper as a required business adjustment, albeit at the cost of temporarily weaker FCF and leverage. The strategy has involved long-term investments and disposals, conversion to other packaging grades, or closures of graphic paper machines, depending on market conditions. Fitch views successful execution of the transition as a key rating factor. FCF taking longer than expected to recover could hinder deleveraging and lead to negative rating action. Dividend and Capex Flexibility: Liquidity is comfortable, with available revolving credit facilities (RCF) offsetting negative FCF generation in FY25. Fitch continues to assume that Sappi has flexibility to adjust its dividend payments, as it has done historically, or revise capex, except for PM2-related capex, to preserve cash. Strong Diversification: Sappi's product portfolio is stronger and typically broader than that of many packaging peers. Its raw material and end-use offerings have broad applications across many industries, including textiles, consumer goods, foodstuff, pharmaceuticals, packaging, automobiles, dye sublimation paper and magazines. This diversification is slightly offset by the cyclical nature of the pulp and paper industries, declining demand for graphic paper and variable consumer discretionary spending. Instrument Notching: Fitch equalises SPH's senior unsecured debt rating with Sappi's IDR. SPH issues debt to fund its non-South African operations and is independently funded from Sappi Southern Africa Limited (SSA). Fitch sees no material subordination of SPH's debt to either unsecured debt issued by SSA or secured debt issued within the Sappi group. Peer Analysis Sappi's closest Fitch-rated peers are pulp and paper packaging producer Stora Enso Oyj (BBB-/Stable), Brazilian paper packaging producer Klabin S.A. (BB+/Stable), and Italian premium paper packaging and pressure-sensitive label producer Fedrigoni S.p.A. (B+/Negative). The business profile also has some similarity to that of pulp producers Suzano S.A. (BBB-/Positive) and Eldorado Brasil Celulose S.A. (BB/Stable). Sappi is better geographically diversified than its higher-rated peer Stora, which is focused on Europe (70%). Sappi differentiates more in terms of product offering with more end-use applications relative to its peers. However, almost half of its revenue comes from the structurally declining graphic paper segment, and volatile pulp prices also weigh on profitability compared with its peers. Fitch expects Sappi to further reduce its exposure to graphic paper, although its progress is slower than Stora's, which aims to almost eliminate paper revenue by end-2025. Fitch expects Sappi's EBITDA margins in FY25-FY26 to be similar to Stora's but lower than Fedrigoni. Pulp producers Suzano and Eldorado have structurally different profitability profiles to Sappi, with strong double-digit margins. Sappi has strong leverage metrics for its rating, with forecast EBITDA gross leverage peaking at 2.8x in FY25 before declining to under 2x in FY27. This is lower than Stora's, which is above 3x. It is also stronger than that of packaging peers in the 'BB' rating category, such as Klabin, Silgan Holdings Inc. (BB+/Stable), and Berry Global Group, Inc. (BB+/Rating Watch Positive). Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue growth averaging around 7% per year from FY25-FY28 due to higher selling prices in dissolving pulp and increased capacity in packaging and specialty papers - Product shift and fixed-cost reduction leading to EBITDA margin steadily increasing from just under 11% in FY25 to above 13% in FY28 - Dividend payments to continue, with flexibility supporting positive FCF - Capex to average 7% of revenue during FY25-FY28 RATING SENSITIVITIES Factors that Could Individually or Collectively Lead to Negative Rating Action/Downgrade - EBITDA gross leverage above 2.5x and EBITDA net leverage above 2.0x - EBITDA margin below 10% - Neutral to positive FCF margin - Shift in capital-allocation priorities toward debt-financed M&A or shareholder returns, instead of deleveraging - Greater volatility in margins due to unfavourable pulp and paper prices, or a decline in graphic paper revenue not counterbalanced by other packaging grades Factors that Could Individually or Collectively Lead to Positive Rating Action/Upgrade - EBITDA gross leverage below 2.0x and EBITDA net leverage below 1.5x on a sustained basis - EBITDA margin above 14% on a sustained basis - FCF margin above 2% - Decreasing share of graphic paper revenue leading to improved business risk and less volatile profitability Liquidity and Debt Structure Sappi had comfortable liquidity as of end-September 2024, with USD208 million of cash available, adjusted by Fitch for intra-year working capital changes of 2% of sales. Liquidity is also supported by undrawn committed RCF of EUR515 million at SPH, maturing in February 2027, and ZAR2 billion at SSA, maturing in August 2027. Fitch forecasts that FCF will be pressured by higher capex and dividend payments in FY25. However, from FY26, Fitch expects FCF to turn positive once large capex projects are complete. Sappi's refinancing risk is low due to strong leverage and coverage ratios, broad access to capital markets, and an adequate debt maturity profile spread across 2028 and 2032 for senior unsecured notes once the 2026 senior notes are refinanced. Issuer Profile Sappi is a leading global provider of wood fibre-based raw materials and end-use products. Sappi's operations span three continents with eight production facilities in Western Europe, four in North America and five in Southern Africa. Date of Relevant Committee February 25, 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 ----------- ------ -------- Sappi Papier Holding GmbH senior unsecured LT BB+ New Rating RR4 =========== F R A N C E =========== SEQUANS COMMUNICATIONS: Names Dr. Qiuting Huang as CTO ------------------------------------------------------ Sequans Communications S.A. disclosed in a Form 6-K Report filed with the U.S. Securities and Exchange Commission that it named Dr. Qiuting Huang as its Chief Technology Officer. Dr. Huang joined the Company upon its acquisition of ACP Advanced Circuit Pursuit Ltd in January 2025, where he was CEO. Dr. Huang is also an emeritus professor of the Swiss Federal Institute of Technology (ETH) in Zurich, where he led pioneering research into the design of RF integrated circuits in CMOS technology (RF CMOS) and modem systems on a single chip (SoC) for cellular communications, as well as state-of-the-art analogue and digital integrated circuits for a variety of other applications, including wireline, smart power and biomedical, mostly in collaboration with industry. Dr. Huang founded ACP, a fabless developer of RF transceivers and SoCs for cellular communications, in 2001. He received his PhD degree in 1987 from the Katholieke Universiteit Leuven, Belgium, is a fellow of IEEE for contributions to integrated circuits for communications and served for many years at the executive and technical program committees of ISSCC and ESSCIRC. About Sequans Communications Colombes, France-based Sequans Communications S.A. is a fabless semiconductor company that designs, develops, and markets integrated circuits and modules for 4G and 5G cellular IoT devices. Paris-La Defense, France-based Ernst & Young Audit, the Company's auditor since 2008, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Sequans Communications incurred net losses of $9 million and $41 million in 2022 and 2023, respectively. As of December 31, 2023, the Company had $109.2 million in total assets, $115.2 million in total liabilities, and $6.1 million in total deficit. ========= I T A L Y ========= FEDRIGONI SPA: S&P Assigns 'B-' LongTerm ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings assigned a 'B-' long-term issuer credit rating to Italy-based paper and label producer Fedrigoni S.p.A. (Fedrigoni) and a 'B-' issue rating to the existing EUR1.095 billion senior secured notes due 2030-2031. The recovery rating on the notes remains '4'. S&P said, "The stable outlook reflects our expectation that leverage will exceed 7x in the next twelve months, while liquidity remains adequate. For 2025, we expect positive free operating cash flow (FOCF) and funds from operations (FFO) cash interest coverage above 1.5x. "As a result of this reverse merger, Fiber Bidco SpA has been dissolved and Fedrigoni is the new issuer of the senior secured notes. We therefore withdrew our ratings on Fiber Bidco and assigned ratings to Fedrigoni. We continue to rate the EUR1.095 billion senior secured notes due in 2030-2031, which were transferred to Fedrigoni during the reverse merger. This reorganization simplifies the group's legal structure and does not affect our view of its credit quality. "Fedrigoni's results last year were heavily impacted by prolonged economic downturn in Europe. In 2024, we estimate Fedrigoni generated revenues of about EUR1.85 billion. The implied revenue growth of about 7% is mostly due to acquisitions in Asia and the Americas, including Zuber and Arjowiggins China. Sales in Europe (65% of revenues) were broadly flat. Despite this, adjusted EBITDA margins will likely decrease to 12% in 2024 from 13.2% in 2023 because of inflationary cost increases, (i.e., pulp, logistics and labor), which cannot be passed through. This, together with a higher debt burden resulting from several sale-leaseback transactions, caused adjusted leverage increase to about 9.8x in 2024 from 8.4x in 2023. "Leverage will likely remain above 7x in 2025. We expect an EBITDA improvement of EUR280 million-EUR300 million in 2025 from EUR221 million in 2024, largely due to acquisitions completed in 2023-2024, as well as non-European business growth. Yet, this will not be sufficient to reduce leverage to 7x in our forecast, given the elevated adjusted debt. Further leverage reduction in 2026 will largely depend on Fedrigoni's ability to extract synergies from acquired businesses and market demand improvement in Europe. "Historic FOCF generation has been inconsistent. Over 2022-2024, Fedrigoni's FOCF was only positive once, at EUR33 million in 2023. EBITDA has been below our expectations and largely consumed by cash interests and capital expenditure (capex). Fedrigoni will likely report negative FOCF of EUR80 million in 2024 since S&P Global Ratings-adjusted EBITDA (EUR221 million) remains insufficient to cover cash interests of EUR168 million, capex of EUR79 million (of which EUR54 million relates to growth projects), and other cash costs of EUR20 million-EUR30 million. In our base case, we forecast minimal positive FOCF for 2025, driven by improved EBITDA and reduced growth capex. However, there are downside risks to our expectations, particularly from higher-than-expected working capital outflows. "Further debt-funded acquisitions could lead to a deterioration in credit metrics. Over the last two years, the group has invested about EUR200 million in acquisitions. Although our base case does not assume any acquisitions in the next two years, we cannot rule them out. "The stable outlook indicates that in the next 12 months we expect leverage above 7.0x, while liquidity will remain adequate. We expect positive FOCF and FFO cash interest coverage above 1.5x in 2025." S&P could lower the rating on Fedrigoni in the next 12 months if: -- Covenant headroom tightened or liquidity deteriorated, leading to a liquidity shortfall; or -- Credit metrics -- including interest coverage and adjusted debt to EBITDA -- weakened significantly, causing us to view the capital structure as unsustainable. A positive rating action is possible if Fedrigoni's sustained improvement in EBITDA and prudent financial policy supported a reduction in leverage toward 7.0x and robust FOCF generation, as well as FFO cash interest coverage toward 2.0x. INTESA SANPAOLO: Fitch Rates EUR500MM Sub. Tier 2 Bond 'BB+' ------------------------------------------------------------ Fitch Ratings has assigned Intesa Sanpaolo Assicurazioni S.p.A.'s (ISPA) EUR500 million subordinated Tier 2 bond a 'BB+' rating. The notes are rated two notches below ISPA's 'BBB' Issuer Default Rating (IDR), comprising one notch each for 'below-average' recovery prospects and 'moderate' non-performance risk, in line with Fitch's notching criteria. Key Rating Drivers The subordinated notes have a maturity of 10 years and carry a fixed coupon payable annually in arrears. The proceeds are being used for general funding and regulatory capital purposes. The issue ranks junior to senior notes and equally with senior subordinated securities. This level of subordination results in Fitch's 'below-average' baseline recovery assumption for the issue. The notes include a mandatory interest deferral feature, which would be triggered if ISPA, whether at the standalone or the group level, is not able to meet the applicable solvency capital requirement. Under the agency's criteria, Fitch regards this feature as leading to 'moderate' non-performance risk. The notes qualify as Tier 2 regulatory capital under Solvency II and are therefore treated as 100% capital in Fitch's Prism Global Model. However, as they are a dated instrument, the notes are treated as 100% debt in Fitch's financial leverage ratio (FLR) calculation. Fitch views the issue as slightly negative for ISPA's capitalisation and slightly positive for its financial leverage and fixed charge coverage due to the lower volume of the new Tier 2 notes compared with the EUR750 million grandfathered RT1 debt instrument called in December 2024, which had received the same treatment in Fitch's capital model and FLR calculation. Fitch expects ISPA's capitalisation and leverage to remain strong and commensurate with its ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The notes will be downgraded if ISPA's IDR is downgraded. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The notes will be upgraded if ISPA's IDR is upgraded. Date of Relevant Committee Nov. 1, 2024 Public Ratings with Credit Linkage to other ratings The rating is directly linked to the rating of ISPA. 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 ----------- ------ Intesa Sanpaolo Assicurazioni S.p.A. Subordinated LT BB+ New Rating MAIOR SPV: DBRS Cuts Class A Notes Rating to CC ----------------------------------------------- DBRS Ratings GmbH downgraded its credit rating on the Class A notes issued by Maior SPV S.r.l. (the Issuer) to CC (sf) from CCC (sf) and removed the Negative trend on the credit rating. The transaction represents the issuance of Class A, Class B, and Class J notes (collectively, the notes). The credit rating on the Class A notes addresses the timely payment of interest and the ultimate payment of principal. Morningstar DBRS does not rate the Class B or J notes. At issuance, the notes were backed by a EUR 2.75 billion portfolio by gross book value (GBV) consisting of secured and unsecured Italian nonperforming loans originated by Intesa Sanpaolo S.p.A. (formerly Unione di Banche Italiane S.p.A.) and IW Bank S.p.A. The majority of loans in the portfolio defaulted between 2013 and 2017 and are in various stages of resolution. As of the cut-off date, approximately 47% of the pool by GBV was secured. According to the latest information provided by the servicer in December 2024, 37.9% of the pool by GBV was secured. At closing, the loan pool mainly comprised corporate borrowers (approximately 83% by GBV), which accounted for approximately 85.7% of the GBV as of December 2024. The receivables are serviced by Prelios Credit Servicing S.p.A. (Prelios or the servicer) while Banca Finint S.p.A. (formerly Securitization Services S.p.A.) has been appointed as back-up servicer. CREDIT RATING RATIONALE The downgrade follows a review of the transaction and is based on the following analytical considerations: -- Transaction performance: An assessment of portfolio recoveries as of December 2024, focusing on (1) a comparison between actual collections and the servicer's initial business plan forecast; (2) the collection performance observed over recent months; and (3) a comparison between the current performance and Morningstar DBRS' expectations. -- Updated business plan: The servicer's updated business plan as of June 2024, received in January 2025, and the comparison with the initial collection expectations. -- Portfolio characteristics: The loan pool composition as of December 2024 and the evolution of its core features since issuance. -- Transaction liquidating structure: The order of priority entails a fully sequential amortization of the notes (i.e., the Class B notes will begin to amortize following the full repayment of the Class A notes and the Class J notes will amortize following the repayment of the Class B notes). Additionally, interest payments on the Class B notes become subordinated to principal payments on the Class A notes if the cumulative collection ratio or present value cumulative profitability ratio is lower than 90%. These triggers have been breached since the January 2022 interest payment date (IPD), with the actual figures at 58.2% and 97.0%, respectively, as of the January 2025 IPD according to the servicer. -- Liquidity support: The transaction benefits from an amortizing cash reserve providing liquidity to the structure and covering potential interest shortfall on the Class A notes and senior fees. The cash reserve target amount is equal to 4.0% of the Class A notes principal outstanding and is currently fully funded. According to the latest investor report from January 2025, the outstanding principal amounts of the Class A, Class B, and Class J notes were EUR 243.0 million, EUR 60.0 million, and EUR 26.9 million, respectively. As of the January 2025 payment date, the balance of the Class A notes had amortized by 61.3% since issuance and the current aggregated transaction balance was EUR 329.9 million. As of December 2024, the transaction was performing below the servicer's business plan expectations. The actual cumulative gross collections equaled EUR 573.2 million, whereas the servicer's initial business plan estimated cumulative gross collections of EUR 936.4 million for the same period. Therefore, as of December 2024, the transaction was underperforming by EUR 363.2 million (-38.8%) compared with the initial business plan expectations. At issuance, Morningstar DBRS estimated cumulative gross collections for the same period of EUR 423.2 million at the BBB (low) (sf) stressed scenario. Therefore, as of December 2024, the transaction was performing above Morningstar DBRS' initial stressed scenarios. Pursuant to the requirements set out in the receivable servicing agreement, in January 2025 the servicer delivered an updated portfolio business plan. The updated portfolio business plan, combined with the actual cumulative gross collections of EUR 542.0 million as of June 2024, resulted in a total of EUR 767.2 million, which is 23.8% lower than the total gross disposition proceeds of EUR 1.0 billion estimated in the initial business plan and is expected to be realized over a longer period of time. Excluding the actual collections, the servicer's expected future collections from January 2025 amount to EUR 203.1 million. Considering the senior costs, interest, and fees due on the notes, the full repayment of Class A principal is increasingly unlikely, but considering the transaction structure, a payment default on the Notes would likely only occur a few years from now. The final maturity date of the transaction is in July 2040. Notes: All figures are in euros unless otherwise noted. =================== L U X E M B O U R G =================== ALTISOURCE PORTFOLIO: Credit Investments Holds 22.7% Equity Stake ----------------------------------------------------------------- Credit Investments Group, a distinct business unit of UBS Asset Management (Americas) LLC, disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that as of February 19, 2025, it beneficially owns 19,739,088 shares of Altisource Portfolio Solutions S.A.'s common stock, representing 22.7% of the 87,015,742 outstanding shares. Credit Investments may be reached through: Peter C. Gyr UBS Asset Management (Americas) LLC 787 Seventh Avenue New York, NY 10019 Tel: 212-713-3123 A full-text copy of Credit Investments' SEC Report is available at: https://tinyurl.com/4zpwnr2s 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'. TARKETT PARTICIPATION: S&P Alters Outlook on B+ ICR to Positive --------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable; affirmed its 'B+' long-term issuer credit ratings on Tarkett Participation, the group's issuing entity; and affirmed its 'B+' issue ratings on its debt. The positive outlook reflects a one-in-three likelihood of an upgrade within the next 12 months if S&P anticipates that Tarkett will maintain adjusted FFO to debt above 16%. Tarkett's performance has improved, despite lower top-line growth and a difficult sector outlook. The company's 2024 figures indicated that organic sales shrank by 0.4% compared with 2023, improving slightly to flat in the fourth quarter. In 2024, sales were lower in all regions; however, the sports segment showed a positive trend, with year-on-year sales growth of 2.4%. In our view, Tarkett's diversification by geography and end-markets bolsters the resilience of its overall top line. Tarkett has been able to maintain its selling prices as the price of raw materials fell, which led to a strongly favorable inflation balance of about EUR34.5 million in 2024; this boosted its profitability. S&P said, "We anticipate that the company will maintain selling prices in 2025 and beyond, so that the inflation balance is flat. Programs introduced in 2024 to optimize the company's footprint and save costs also reduced Tarkett's cost base. The company's net productivity was EUR27.3 million in 2024 and we expect cost optimization to continue in 2025. Overall, we forecast a S&P Global Ratings-adjusted EBITDA margin of about 9.7%-9.9% in 2025." S&P said, "We forecast that Tarkett will maintain adjusted FFO to debt above 16% in 2025-2026 and that operating performance will remain strong in 2025. Specifically, we anticipate that adjusted EBITDA will increase to EUR340 million-EUR350 million in 2025 and then to EUR355 million-EUR365 million in 2026. Much of this EBITDA growth stems from contributions by Tarkett's acquisitions, and from continued cost-efficiency measures. As a result, we forecast adjusted FFO to debt at about 17.0%-19.0% in 2025 and 19.0%-21.0% in 2026 (17.4% in 2024). Meanwhile, adjusted debt to EBITDA is expected to gradually decrease to 3.0x-3.5x in 2027. Tarkett reported strong free operating cash flow (FOCF) of EUR156 million in 2024 and we predict FOCF will be EUR90 million-EUR110 million in 2025. This strong FOCF should translate to FOCF to debt of about 7.0%-9.0%. Much of the company's debt consists of a term loan B (TLB) of EUR988 million. Our adjusted debt calculation includes adjustments for leases, factoring, and pension liabilities, and cash is netted off where relevant. In our base-case scenario, we assume that the direct effect of any tariffs imposed by the U.S. administration would be blunted by Tarkett's use of local production facilities for many of the products sold in the U.S. We will monitor the potential indirect effects, such as retaliation measures from other regions, as well as whether the new trade context creates a weaker global economic environment. "We expect the recently announced public buy-out offer to have a limited impact on our credit metrics. The offer is expected to be finalized in May 2025 and would enable Tarkett Participation to acquire the 9.65% stake that is currently free floating and not controlled by Tarkett Participation. The offer will be followed by a squeeze-out of minority shareholders. We assume it will lead to a cash outflow of about EUR100 million, subject to the independent expert confirming the fairness of the offer at EUR16 per share. Given the elevated cash on Tarkett's balance sheet and its strong cash flow generation, we do not expect the transaction to have a material credit impact. "We continue to assess Tarkett's liquidity as strong. At the end of 2024, the company had EUR268 million of accessible cash (excluding cash in Russia and Argentina), and EUR350 million available under its undrawn revolving credit facility (RCF). We factor in seasonal working capital of about EUR100 million, and a cash outflow of about EUR100 million linked to the public buy-out offer. In addition, we assume acquisition spending of about EUR120 million-EUR130 million, of which EUR70 million will be used to acquire two companies in the first quarter of 2025. Tarkett may use the rest if an attractive opportunity arises. Its RCF is due in 2027, and the EUR988 million term loan B is due in 2028. The term loan B is fully hedged until 2026, with an average rate of 0.6%. "The positive outlook reflects our expectation that Tarkett's segment diversification and the positive contribution from its recently acquired bolt-on acquisitions will continue to support the group's performance, despite difficult economic conditions. We predict FFO to debt of 17%-19% and FOCF of about EUR90 million-EUR110 million in 2025. "We could revise the outlook to stable, if we expected Tarkett's FFO to debt to decline sustainably below 16%, while liquidity remained sound." S&P could raise the ratings within the next 12 months if: -- FFO to debt was comfortably and sustainably above 16%; -- FOCF to debt was sustainably above 5%; and -- Liquidity remained sound. ===================== N E T H E R L A N D S ===================== STAMINA BIDCO: S&P Discontinues 'B+' ICR Upon Acquisition by Skio ----------------------------------------------------------------- S&P Global Ratings discontinued its 'B+' issuer credit rating on Stamina Bidco B.V. following a change of ownership related to the Synthon group of operating subsidiaries. The same business perimeter is now rated under a new holding company, Skio Bidco B.V. S&P will maintain its issue-level ratings on Stamina Bidco's existing term loan B, until its repayment, as part of the refinancing upon change of ownership. The outlook was stable at the time of the discontinuance. ========= S P A I N ========= CAIXABANK RMBS 2: DBRS Confirms BB(high) Rating on B Notes ---------------------------------------------------------- DBRS Ratings GmbH confirmed and upgraded the credit ratings on the notes issued by three CaixaBank RMBS transactions as follows: CaixaBank RMBS 1, FT (CB1) -- Class A Notes confirmed at AA (sf) -- Class B Notes confirmed at A (low) (sf) CaixaBank RMBS 2, FT (CB2) -- Class A Notes confirmed at AA (sf) -- Class B Notes confirmed at BB (high) (sf) CaixaBank RMBS 3, FT (CB3) -- Series A Notes confirmed at AA (sf) -- Series B Notes upgraded to B (low) (sf) from CC (sf) The credit ratings on the Class A Notes address the timely payment of interest and the ultimate repayment of principal on or before the legal final maturity date of each transaction. The credit ratings on the Class B Notes address the ultimate payment of interest and principal on or before the legal final maturity date of each transaction. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transactions and are based on the following analytical considerations: -- Portfolio performances, in terms of delinquencies, defaults, and losses, as of the December 2024 and January 2025 payment dates -- Portfolio default rate (PD), loss given default (LGD), and expected loss assumptions on the outstanding collateral pools, and -- The current available credit enhancement to the rated notes to cover the expected losses assumed at their respective credit rating levels. All three transactions are securitizations of first-lien residential mortgage loans and first-lien multi-credito (drawn credit lines) mortgages on properties in Spain originated and serviced by CaixaBank, S.A. (CaixaBank), that closed in February 2016 (CB1), March 2017 (CB2), and December 2017 (CB3). PORTFOLIO PERFORMANCE CB1: As of December 2024, loans more than 90 days in arrears increased to 2.0% of the outstanding performing portfolio collateral balance, up 1.6% at the previous annual review. The cumulative default ratio increased to 1.7% of the original portfolio balance from 1.6% in the same period. CB2: As of January 2025, loans more than 90 days in arrears remained at 2.1% of the outstanding performing portfolio collateral balance. The cumulative default ratio increased to 1.7% of the original portfolio balance from 1.5% at the previous annual review. CB3: As of December 2024, loans more than 90 days in arrears increased to 3.6% of the outstanding performing portfolio collateral balance, up from 3.1% at the previous annual review. The cumulative default ratio increased to 1.6% of the original portfolio balance from 1.3% in the same period. PORTFOLIO ASUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis on the remaining receivables, considering updated multi-credito balances, and updated its base case PD and LGD assumptions as follows: -- CB1: 1.8% and 10.9%, respectively. -- CB2: 1.9% and 10.0%, respectively. -- CB3: 3.7% and 25.0%, respectively. CREDIT ENHANCEMENT CB1: as of the December 2024 payment date, credit enhancement to the Class A Notes was 30.8%, up from 26.6% one year ago. CB2: as of the January 2025 payment date, credit enhancement to the Class A Notes was 26.7%, up from 24.4% one year ago. CB3: as of the December 2024 payment date, credit enhancement to the Class A Notes was 25.9%, up from 23.1% one year ago. All three transactions benefit from the reserve funds, which were funded at respective closing dates from the proceeds from subordinated loans provided by Caixabank. The reserve funds in all three transactions are available to cover senior fees and expenses and all interest and principal amounts due on the respective Class A Notes. Following the full repayment of the Class A Notes, the reserve funds will also cover interest and principal payments on the Class B Notes. Any amortized amounts will be released outside of the Priority of Payments and used to repay the subordinated loans used to fund the reserve funds. CB1: the amortizing reserve fund is currently at its target level of EUR 568.0 million, which is the minimum of 8.0% of the outstanding balance of the rated notes and 4.0% of their initial balance, subject to a floor of 2.0% of that initial balance. The reserve fund is currently not amortizing due to an amortization criterion not being met. CB2: the reserve fund is currently amortizing and is at its target level of EUR 82.1 million, which is the minimum of 6.0% of the outstanding balance of the rated notes and 4.75% of their initial balance. CB3: the reserve fund is currently amortizing and is at its target level of EUR 48.4 million, which is the 4.0% of the outstanding balance of the rated notes. CaixaBank acts as the account bank for all three Issuers. Based on the account bank reference rating of AA (low) (sf) on CaixaBank, which is one notch below its Morningstar DBRS Long-Term Critical Obligations Rating of AA, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structures, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. =========================== U N I T E D K I N G D O M =========================== CARCO PRP: S&P Assigns Prelim. 'B' LongTerm ICR on Refinancing -------------------------------------------------------------- S&P Global Ratings assigned a preliminary 'B' long-term issuer credit rating to Carco PRP Ltd. (Carco) and a preliminary 'B' issue rating to the proposed EUR365 million senior secured term loan B (TLB), with a preliminary recovery rating of '3' and 55% recovery prospects. The stable outlook reflects S&P's expectations that Carco's debt to EBITDA will decrease to below 5x in 2026 on EBITDA expansion, its free operating cash flow (FOCF) will remain consistently positive, and its funds from operations (FFO) cash interest coverage will remain sustainably above 2.0x. S&P said, "We assigned a preliminary rating of 'B' to Carco based on our expectation that its leverage will decrease to below 5.0x in 2026 thanks to a resilient margin profile. Carco plans to enter into a EUR365 million senior secured TLB, the proceeds of which (in addition to the utilization of EUR10 million cash) it will use to refinance EUR143 million of outstanding debt, cover EUR22 million transaction fees, and finance the EUR211 million ($220 million equivalent) acquisition of KRS. When incorporating a full 12-month pro forma contribution from KRS, we forecast Carco's revenue will approach EUR300 million in 2025, compared with an estimated EUR184 million for fiscal year 2024 (+61% annual growth, of which +5% is organic for Carco). "In addition, we expect an S&P Global Ratings-adjusted EBITDA margin of 26.7% when excluding about EUR8 million in one-off transaction costs allocated to EBITDA (versus 28.1% in 2024). This will translate into S&P Global Ratings-adjusted gross leverage of 5.3x at year-end 2025 (4.8x excluding EUR8 million one-off transaction costs), which we expect to reduce to 4.5x in 2026 on business expansion and improving profitability at KRS." Following the transaction, Carco will significantly increase its presence in the growing A&D industry. KRS, a U.S.-based carve-out from the Swedish industrial company AB SKF (not rated), specializes in manufacturing rings and seals primarily for aerospace engine manufacturers (81% of September 2024 last-12-month sales) and energy applications (14%). It generated about EUR71 million revenue in 2024 based on due diligence data, and S&P estimates S&P Global Ratings-reported EBITDA of EUR12.4 million, implying a 17.5% EBITDA margin. S&P believes this acquisition will strengthen Carco's diversification by expanding its product portfolio -- adding carbon seals and metal rings -- and improve its end-market balance. Carco will increase its position in the growing A&D sector, which will become one of Carco's largest revenue contributors (23% of pro-forma September 2024 last-12-month sales), along with industrial (26%) and energy (23%), followed by semiconductors (13%), automotive (6%), and others. Additionally, like other A&D suppliers, about 85% of KRS' revenue is backed by long-term agreements (LTAs), and this should significantly enhance Carco's revenue visibility, which currently lacks a substantial backlog due to its short-cycle business model. At the same time, KRS mainly relies on one commercial aviation platform and one defence platform, which are both developed by a primary manufacturer of aerospace engines, accounting for more than 65% of its revenues. S&P anticipates strong underlying market conditions for the A&D industry. Airbus and Boeing are ramping up production rates, with large commercial aircraft engine demand following suit, and we believe KRS stands to benefit, given its exposure to narrowbody engine platforms. In addition, global risks and regional conflicts may motivate stronger military and defense spending, providing tailwinds to Carco's defense business. Additionally, at the beginning of 2024, the company renegotiated one of its most important contracts in the A&D business, to include higher prices and automatic pass-through clauses for inflation, which is expected to have a full run-rate impact on both KRS' revenue and profitability in 2025. The integration of KRS caters some execution risk, but S&P anticipates the company's appetite for large mergers and acquisitions (M&A) will pause over the next couple of years. The acquisition of KRS marks Carco's tenth M&A transaction since Andrea Chalp, CEO, and Bruno Lorenzi, Managing Director became majority shareholder and minority shareholder, respectively, in 2015, when Carco's revenues were just EUR15 million. However, the acquisition of KRS will stand out in terms of size, as it will be the largest M&A transaction in Carco's history. Carco aims to establish KRS as a fully independent entity from SKF within 12 months of closing. At the same time, the acquisition is subject to some execution risks or potential setbacks related to IT integration, operational continuity, and possible unforeseen complexities in disentangling legacy processes from its former parent company, which ultimately can alter current base case should these arise. However, S&P understands that the IT separation is nearing completion. S&P said, "In addition to inorganic growth, we anticipate Carco's organic evolution will be supported by positive growth in the semiconductor sector and renewable energy applications, offsetting lackluster industrial demand. In the semiconductor end market, where Carco specializes in ultra-high purity sealing systems, we anticipate modest growth supported by the AI infrastructure expansion, while rising electricity consumption should drive investments in energy infrastructure and renewables, supporting Carco's elastomeric and high-performance plastic seals business. These growing markets, along with the expansion into the A&D industry, should offset the subdued demand from industrial clients, where we still see a generally weak market environment. Overall, this should translate into revenue expanding to about EUR296 million in 2025 (+61.5%), when accounting for the 12-month pro forma effect of KRS, (EUR184 million in 2024), and EUR305 million in 2026 (+2.9%)." Carco's small size and narrow product offer is balanced by its high profitability of 26%-28% for 2024-2026 (excluding one-off costs for 2025) on a S&P Global ratings adjusted basis. With estimated revenue of about EUR296 million in 2025, the company has a relatively limited scale compared with other capital goods companies S&P rates. In addition, S&P believes the commoditization of its products and its presence in a highly fragmented industry makes the company potentially vulnerable to long-term substitution risk. At the same time, S&P positively note Carco retains a strong relationship with its key clients and benefits from an efficient cost pass-through mechanism, supported by the mission-critical nature of its components and its portfolio of proprietary patents and designs. In addition, we note the company's ability to execute customized solutions, even in small batches, provides some differentiation from larger, less agile players and smaller competitors with limited capacity. These factors contribute to its above-average profitability, with an estimated S&P Global Ratings-adjusted EBITDA margin of 28.1% in 2024, compared with 28.6% in 2023 and 39% in 2022; however, the higher profitability before 2023 was based on a different perimeter and before the dilutive acquisitions performed during 2023 of Polis, ROS, and Novotema. S&P expects Carco's profitability to remain high despite transaction costs in 2025 and initial dilution from the KRS acquisition. Carco's stand-alone reported EBITDA margin should stay resilient at 28%-29% in 2025-2026 (28.1% estimate for 2024), supported by its efficient cost pass-through, the mission-critical nature of its products, and a portfolio of proprietary patents and designs. KRS, according to S&P's estimate, recorded an International Financial Reporting Standards-reported EBITDA margin averaging a relatively low 10% between 2021 and 2023. This was due to cost inflation and the company's inability to pass those costs through during this period, given the fixed-term conditions in its LTAs. In 2024, thanks to contract renegotiation, the company significantly improved its reported EBITDA margin to 17.5%. However, the full run-rate effect will only be visible in 2025, which, along with productivity gains from new machinery installed in late 2024, should drive margin recovery to 23%-24% in 2025-2026. All in all, under S&P's base case S&P anticipates an S&P Global Ratings-adjusted EBITDA margin of 24.1% in 2025 (28.1% in 2024), albeit impacted by one-off transaction costs and separation costs and KRS' initial dilutive effects. With temporary costs fading and KRS' profitability improving, its S&P Global Ratings-adjusted EBITDA margin for based on the new perimeter should recover to about 27.5% in 2026. S&P expects Carco's FOCF to stabilize at EUR30 million annually from 2026, though working capital management at KRS could present unforeseen challenges. Between 2021 and 2024, Carco generated a cumulative EUR63 million in S&P Global Ratings-adjusted FOCF, averaging about 14% of sales. Positive FOCF was mostly driven by Carco's high-margin profile, relatively low interest expenses, and stable capital expenditure (capex) needs at about 4% of sales, though it peaked at 6% of revenues in 2024 due to investments in increasing production capacity and the acquisition of production facilities. Carco's stand-alone trade working capital requirements are approximately 30% of sales, relatively higher compared with peers, and historically resulting in annual working capital cash needs of EUR2 million-EUR8 million. Post-acquisition, while S&P expects profitability to remain strong and capex to be 3%-4% of sales, S&P believes working capital dynamics will become a key determinant of FOCF generation, as KRS currently operates with a high working capital-to-revenue ratio of about 60%, also due to high inventory. S&P said, "While we expect some normalization as safety stock levels decrease, business expansion will still drive a working capital cash outflow for both Carco and KRS that we estimate will be a cumulative EUR15 million-EUR20 million between 2025 and 2026. "For 2025-2026, we expect Carco to prioritize executing its business plan, integrating KRS, harnessing the synergies it has identified, and deleveraging. We understand the company intends to deleverage until reaching company-adjusted net debt to EBITDA of 3.0x, and we therefore do not expect to see significant transformative acquisitions. However, given its aggressive and accelerated buy-and-build strategy over the past decade, we believe Carco may still pursue opportunistic bolt-on acquisitions. "The final rating will depend on our receipt and satisfactory review of all final transaction documentation. Accordingly, the preliminary rating should not be construed as evidence of a final rating. If we do not receive the final documentation within a reasonable time frame or if the final documentation departs from the materials reviewed, we reserve the right to withdraw or revise our preliminary rating. Potential changes include the size of the term loan and the RCF, the utilization of the proceeds, maturity, conditions of the financing, financial and other covenants, security, and ranking. "The stable outlook reflects our expectations that Carco's debt to EBITDA will decrease to below 5x in 2026 thanks to EBITDA expansion, that FOCF will remain consistently positive, and that its FFO cash interest coverage will remain sustainably above 2.0x." S&P could lower the preliminary rating if: -- Carco sustains debt to EBITDA above 5.5x due to weaker-than-expected operating performance or it adopts aggressive financial policy with unanticipated material debt-funded acquisitions or dividend distributions; -- It sustains negative FOCF; or -- FFO cash interest coverage falls below 2.0x. An upgrade appears unlikely at this stage due to Carco's limited scale compared with higher-rated peers, as well as the execution risks associated with its ongoing transformative acquisition. However, S&P could consider raising the rating if the company establishes a consistent track record of lower leverage translating into debt to EBITDA approaching and remaining below 4.0x and its FFO cash interest coverage sustainably exceeds 3.0x. Governance factors are a moderately negative consideration in our credit rating analysis of Carco, primarily due to S&P' view that the group is privately held, and its decision making is mainly linked to a few key persons. Environmental and social factors are an overall neutral consideration. On the positive side, the company plans to publish its first Sustainability Report based on 2025 results, enhancing transparency, and it is exposed to clients that are benefitting from the energy transition, such as wind turbine manufacturers. At the same time, about 25% of its pro forma revenues come from the carbon emission-intensive A&D industry. CASTELL PLC 2023-1: S&P Affirms 'BB-' Rating on Class F Notes ------------------------------------------------------------- S&P Global Ratings raised to 'AA+ (sf)' from 'AA (sf)', to 'AA (sf)' from 'A (sf)', to 'A- (sf)' from 'BBB (sf)', and to 'BBB (sf)' from 'BB+ (sf)' its credit ratings on Castell 2023-1 PLC's class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes, respectively. At the same time, S&P affirmed its 'AAA (sf)' and 'BB- (sf)' ratings on the class A and F-Dfrd notes. The upgrades reflect that while arrears performance has deteriorated since S&P's previous review, credit enhancement for the class B-Dfrd to E-Dfrd notes has increased significantly due to prepayments and the transaction's sequential amortization. Loan-level arrears stand at 6.9%, up from 3.8% at S&P's previous review. Arrears of greater than or equal to 90 days currently stand at 4.3%, up from 2.1% at the previous review. The one-month annualized constant prepayment rate has averaged 18.8% since S&P's previous review, and, on average, has been in line with our U.K. prime index over the last six months. Prepayments have increased credit enhancement for the class A to F-Dfrd notes, offsetting the increased arrears. The liquidity reserve fund remains at its target as it has since closing, and all losses have been cleared via excess spread. Overall, since our previous review, S&P's weighted-average foreclosure frequency assumptions have increased at all rating levels due to the higher loan-level arrears. On the other hand, the lower current loan-to-value ratio led to a slight reduction to S&P's weighted-average loss severity assumptions. Table 1 Portfolio WAFF and WALS Base foreclosure frequency component for an archetypical Rating Credit U.K. mortgage Level WAFF (%) WALS (%) coverage (%) loan pool (%) AAA 27.88 86.81 24.20 12.00 AA 20.62 81.21 16.74 8.00 A 16.79 69.12 11.60 6.00 BBB 13.08 59.27 7.75 4.00 BB 9.17 51.08 4.69 2.00 B 8.28 42.72 3.54 1.50 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. S&P said, "We affirmed our 'AAA (sf)' rating on the class A notes. Our credit and cash flow results indicate that the available credit enhancement continues to be commensurate with the assigned rating. "The rating on the class B-Dfrd notes is below the rating indicated by our cash flow analysis. Our rating on these notes addresses payment of ultimate interest and principal, and interest can defer on these notes when they are not the most senior class outstanding. The presence of interest deferral mechanisms is, in our view, inconsistent with the definition of a 'AAA' rating. We therefore limited our upgrade to a 'AA+ (sf)' rating. "Our ratings on the class C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes are in line with our sensitivity runs considering higher defaults. The ratings reflect the negative arrears trend since the previous review and these notes' position in the capital structure. We raised our ratings on the class C-Dfrd, D-Dfrd, and E-Dfrd notes and affirmed our rating on the F-Dfrd notes." Macroeconomic forecasts and forward-looking analysis S&P said, "We expect U.K. inflation to remain above the Bank of England's 2% target in 2025, even though inflation has been moving back toward the target quicker than expected. The year-on-year change in house prices in Q4 2024 in the U.K. was 3.5%. Although high inflation is overall credit negative for all borrowers, inevitably some borrowers will be more negatively affected than others, and to the extent inflationary pressures materialize more quickly or more severely than currently expected, risks may emerge. "Given our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market, we have performed sensitivities related to higher levels of defaults due to increased arrears and extended recovery timing due to observed delays to repossession owning to court backlogs in the U.K. and the repossession grace period announced by the U.K. government under the Mortgage Charter." The notes remained robust to these sensitivities. The transaction is backed by a pool of second-lien owner-occupied mortgage loans secured on properties in England, Scotland, and Wales. DILOSK RMBS 8: DBRS Confirms B(high) Rating on Class X Notes ------------------------------------------------------------ DBRS Ratings GmbH confirmed the following credit ratings on the notes issued by Dilosk RMBS No. 8 (STS) DAC (the Issuer): -- Class A notes at AAA (sf) -- Class B notes at AA (high) (sf) -- Class C notes at A (high) (sf) -- Class D notes at A (low) (sf) -- Class E notes at BBB (high) (sf) -- Class F notes at BBB (high) (sf) -- Class X notes at B (high) (sf) The credit rating on the Class A notes addresses the timely payment of interest and ultimate payment of principal on or before the legal final maturity date in May 2062. The credit rating on the Class B notes addresses the ultimate payment of interest and principal, and timely payment of interest while the senior-most class outstanding. The credit ratings on the Class C, Class D, Class E, Class F, and Class X notes address the ultimate payment of interest and principal on or before the legal final maturity date. CREDIT RATING RATIONALE The credit rating confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults and losses. -- Portfolio default rate (PD), loss given default (LGD) and expected loss assumptions on the remaining receivables. -- Current available credit enhancement to the notes to cover the expected losses at their respective credit rating levels. The transaction is a securitization of prime owner-occupied mortgage loans secured over properties in the Republic of Ireland and originated by Dilosk DAC. The portfolio is serviced by Dilosk DAC, with BCMGlobal ASI Limited acting as the delegated servicer. PORTFOLIO PERFORMANCE As of November 2024, loans one to two months in arrears represented 0.2% of the outstanding portfolio balance, and there were no loans in later-stage arrears. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and updated its base-case PD and LGD assumptions at the B (sf) credit rating level to 1.2% and 10.8%, respectively. CREDIT ENHANCEMENT As of the November 2024 payment date, the credit enhancement available to the Class A, Class B, Class C, Class D, Class E, and Class F notes was 8.7%, 6.0%, 3.9%, 2.5%, 2.0%, and 1.4%, respectively, up from 8.1%, 5.6%, 3.6%, 2.3%, 1.8% and 1.3%, respectively, at Morningstar DBRS' initial credit rating. Credit enhancement to the notes is provided by subordination of junior classes and the general reserve fund. The general reserve fund is currently at its target level of EUR 0.4 million, equal to 0.75% of the original principal balance of the Class A to Class F notes and the Class Z1 notes, minus the liquidity reserve target amount. The general reserve fund is available to cover senior fees, interest, and principal (via the principal deficiency ledgers) on the Class A to Class F notes. The liquidity reserve fund is currently at its target level of EUR 2.7 million, equal to 0.75% of the outstanding principal balance of the Class A notes and is available to cover senior fees and interest on the Class A notes. Barclays Bank PLC acts as the account bank for the transaction. Based on the account bank reference rating of Barclays Bank PLC at A (high) - being one notch below the Morningstar DBRS public Long-Term Critical Obligations Rating of AA (low), the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit rating assigned to the Class A notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Natixis S.A. acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on Natixis S.A. is above the First Rating Threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. JUBILEE PLACE 7: DBRS Finalizes BB(high) Rating on Class E Notes ---------------------------------------------------------------- DBRS Ratings GmbH finalized its provisional credit ratings on the residential mortgage-backed notes issued by Jubilee Place 7 B.V. (the Issuer) as follows: -- Class A notes at AAA (sf) -- Class B notes at AA (high) (sf) -- Class C notes at A (high) (sf) -- Class D notes at BBB (high) (sf) -- Class E notes at BB (high) (sf) -- Class X1 notes at A (high) (sf) The finalized credit ratings on the Class E and Class X1 Notes are three notches higher than the provisional credit ratings Morningstar DBRS initially assigned. The effect of the overall lower margins of the Notes improved the cash flow analysis on the Class E and Class X1 Notes in their respective credit rating stress scenarios. The credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date in September 2062. The credit rating on the Class B notes addresses the timely payment of interest when most senior and the ultimate payment of principal by the legal final maturity date. The credit ratings on the Class C, Class D, Class E and Class X1 notes address the ultimate payment of interest and principal by the legal final maturity date. Morningstar DBRS does not rate the Class F, Class S1, Class S2, Class X2, or Class R notes also issued in this transaction. CREDIT RATING RATIONALE Jubilee Place 7 B.V. is a bankruptcy-remote special-purpose vehicle incorporated in the Netherlands. The Issuer used the proceeds from the notes to fund the purchase of Dutch mortgage receivables originated by Dutch Mortgage Services B.V., DNL 1 B.V., and Community Hypotheken B.V. (the originators), which was acquired from Citibank, N.A., London Branch (Citibank; the seller). The originators are specialized residential buy-to-let (BTL) real estate lenders operating in the Netherlands and started their lending businesses in 2019. They operate under the mandate of Citibank, which defines most of the underwriting criteria and policies. As of November 30, 2024, the portfolio consisted of 687 loans with a total portfolio balance of approximately EUR 299.4 million. The weighted-average (WA) seasoning of the portfolio is 0.7 years with a WA remaining term of 32.1 years. The WA current loan-to-value ratio of 68.3% is in line with that of other Dutch BTL residential mortgage-backed securities (RMBS) transactions. The loan parts in the portfolio are either interest-only loans (96.8%) or repayment mortgage loans (3.2%). Most of the loans were granted for the purpose of remortgage (78.8%). 99% of the loans in the portfolio are fixed with a compulsory future switch to floating, while the notes pay a floating rate. To address this interest rate mismatch, the transaction is structured with a fixed-to-floating interest rate swap where the Issuer pays a fixed rate and receives three-month Euribor over a notional, which is a defined amortization schedule. There are no loans in arrears in the portfolio. Morningstar DBRS calculated the credit enhancement for the Class A notes at 10.49%, which is provided by the subordination of the Class B to Class F notes and the liquidity reserve fund. Credit enhancement for the Class B notes is 5.49% and is provided by the subordination of the Class C to Class F notes and the liquidity reserve fund. Credit enhancement for the Class C notes is 3.24% and is provided by the subordination of the Class D to Class F notes and the liquidity reserve fund. Credit enhancement for the Class D notes is 1.24% and is provided by the subordination of the Class E and Class F notes and the liquidity reserve fund. Credit enhancement for the Class E notes is 0.54% and is provided by the subordination of the Class F notes and the liquidity reserve fund. The transaction benefits from an amortizing liquidity reserve fund (LRF) that the Issuer can use to cover shortfalls on senior expenses and interest payments on the Class A notes and Class B notes once most senior. The LRF was partially funded at closing at 0.25% of (100/95) of the initial balance of the Class A and Class B notes and will build up until it reaches its target of 1.25% (100/95) of the outstanding balance of the Class A and Class B notes. The LRF is floored at 0.25% (100/95) of the initial balance of the Class A and Class B notes until the first optional redemption date. The LRF indirectly provides credit enhancement for all classes of notes, as released amounts will be part of the principal available funds. Additionally, the notes have liquidity support from principal receipts, which can be used to cover senior expenses and interest shortfalls on the Class A notes or the most senior class of notes outstanding once the Class A notes have fully amortized. The Issuer entered into a fixed-to-floating swap with Citibank Europe plc (rated AA (low) with a Stable trend by Morningstar DBRS) to mitigate the fixed interest rate risk from the mortgage loans and the three-month Euribor payable on the loan and the notes. The notional of the swap is a pre-defined amortization schedule of the assets. The Issuer pays a fixed swap rate and receives three-month Euribor in return. The swap documents are in line with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. The Issuer Account Bank is Citibank Europe plc, Netherlands Branch. Based on Morningstar DBRS' private credit rating on the Account Bank, the downgrade provisions outlined in the transaction documents, and structural mitigants inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Morningstar DBRS based its credit ratings primarily on the following considerations: -- The transaction capital structure, including the form and sufficiency of available credit enhancement and liquidity provisions. -- The credit quality of the mortgage loan portfolio and the ability of the servicer to perform collection activities. Morningstar DBRS calculated portfolio default rates (PDs), loss given default (LGD), and expected loss (EL) outputs on the mortgage loan portfolio. -- The ability of the transaction to withstand stressed cash flow assumptions and repay the notes according to the terms of the transaction documents. Morningstar DBRS analyzed the transaction cash flows using the PD and LGD outputs provided by its European RMBS Insight Model. Morningstar DBRS analyzed transaction cash flows using Intex DealMaker. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk and the replacement language in the transaction documents. -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions addressing the assignment of the assets to the Issuer. Notes: All figures are in euros unless otherwise noted. POLARIS PLC 2025-1: DBRS Finalizes BB(low) Rating on F Notes ------------------------------------------------------------ DBRS Ratings Limited finalized its provisional credit ratings on the residential mortgage-backed notes to be issued by Polaris 2025-1 PLC (Polaris 2025 or the Issuer) as follows: -- Class A notes at AAA (sf) -- Class B notes at AA (high) (sf) -- Class C notes at A (high) (sf) -- Class D notes at BBB (high) (sf) -- Class E notes at BB (high) (sf) -- Class F notes at BB (low) (sf) -- Class X notes at BB (high) (sf) The finalized provisional credit ratings on the Class D to Class F notes are higher than the provisional credit ratings Morningstar DBRS assigned because of the lower cost of funding in the transaction after the rated notes priced. The credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal on or before the final maturity date in February 2068. The credit ratings on the Class B, Class C, Class D, Class E, Class F, and Class X notes address the timely payment of interest once they are the senior-most class of notes outstanding and until then the ultimate payment of interest and the ultimate repayment of principal on or before the final maturity date. Morningstar DBRS does not rate the Class Z notes or the residual certificates also issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in England and Wales. The notes issued funded the purchase of residential assets originated by UK Mortgage Lending Ltd (UKML). On or prior to the issue date, the seller, UK Residential Mortgages Limited (UKRL), acquired the beneficial title from UKML. Both are wholly owned by Pepper Money (PMB) Limited (Pepper Money). Pepper (UK) Limited (Pepper) is the appointed servicer to the transaction. Pepper Money and Pepper are part of the Pepper Group Limited (Pepper Group), a worldwide consumer finance business, third-party loan servicer, and asset manager. CSC Capital Markets UK Limited acts as the back-up servicer facilitator to the transaction. The mortgage portfolio consists of GBP 549 million in first-lien owner-occupied (OO) mortgages secured by properties in the UK. The Issuer issued seven tranches of collateralized mortgage-backed securities (the Class A, Class B, Class C, Class D, Class E, Class F, and Class Z notes) to finance the purchase of the portfolio. Additionally, the Issuer issued one class of noncollateralized notes (the Class X notes). The transaction is structured to initially provide 14.5% of credit enhancement to the Class A notes. This includes subordination of the Class B to the Class Z notes. The transaction features a fixed-to-floating interest rate swap, given that the majority of the pool is composed of fixed-rate loans with a compulsory reversion to floating in the future. The liabilities pay a coupon linked to the daily compounded Sterling Overnight Index Average. Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) is the swap counterparty as of closing. Based on Morningstar DBRS' private credit rating on Crédit Agricole CIB, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to the swap counterparty to be consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. HSBC Bank plc, privately rated by Morningstar DBRS, acts as the Issuer Account Bank in the transaction and holds the Issuer's transaction account, the liquidity reserve fund (LRF), and the swap collateral account, while Barclays Bank PLC was appointed as the collection account bank. Morningstar DBRS has a Long Term Critical Obligations Rating of AA (low) and a Long-Term Issuer Rating of "A" on Barclays Bank PLC, both with Stable trends. Both entities meet the eligible credit ratings in structured finance transactions and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Liquidity in the transaction is provided by a LRF which is amortizing and sized at 1.0% of the Class A and Class B notes' outstanding balance. It covers senior costs and expenses, swap payments, and interest shortfalls for the Class A and Class B notes. The LRF was be partially funded at closing at 0.1% of the Class A and Class B notes' balance using the Class X notes' issuance proceeds. It will then be subsequently funded through available principal funds until the LRF target amount has been transferred (disregarding LRF debits). From that date onwards, the LRF will be funded through revenue. Any liquidity reserve excess amount will be applied as available principal receipts, and the reserve will be released in full once the Class B notes are fully repaid. In addition, the Issuer can use principal to cover senior costs and expenses, swap payments, and interest on the senior-most class of notes outstanding and on the Class B to Class F notes provided their relevant principal deficiency ledger (PDL) is not greater than 10% of the respective class outstanding principal amount. Principal can be used once the LRF has been exhausted. Interest shortfalls on the Class B to Class Z notes, as long as they are not the most senior class outstanding, shall be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The credit quality of the mortgage portfolio and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, Class F, and Class X notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions that address the assignment of the assets to the Issuer. Notes: All figures are in British pound sterling unless otherwise noted. SAGA PLC: S&P Withdraws 'B-' LongTerm Issuer Credit Rating ---------------------------------------------------------- S&P Global Ratings withdrew its 'B-' long-term issuer credit rating on Saga PLC and its subsidiaries at the issuer's request following the repayment of the GBP250 million senior unsecured bond due July 2026. S&P also withdrew its 'B-' issue ratings on the revolving credit facility due May 2025. The outlook was negative at the time of the withdrawal. TOGETHER ASSET 2025-2ND1: DBRS Finalizes B(high) Rating on F Notes ------------------------------------------------------------------ DBRS Ratings Limited finalized its provisional credit ratings on the residential mortgage-backed notes issued by Together Asset Backed Securitization 2025-2ND1 PLC (TABS 2025-2ND1 or the Issuer) as follows: -- Class A notes at AAA (sf) -- Class B notes at AA (low) (sf) -- Class C notes at A (low) (sf) -- Class D notes at BBB (low) (sf) -- Class E notes at BB (high) (sf) -- Class F notes at B (high) (sf) The finalized provisional credit ratings on the Class E and Class F notes are higher than the provisional credit ratings Morningstar DBRS assigned because of the lower cost of funding in the transaction after the rated notes priced. The credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal on or before the final maturity date in September 2056. The credit ratings on the Class B, Class C, Class D, Class E, and Class F notes address the timely payment of interest once they are the senior-most class of notes outstanding and until then the ultimate payment of interest and the ultimate repayment of principal on or before the final maturity date. Morningstar DBRS does not rate the Class Z notes or the residual certificates also issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in England and Wales. The notes issued funded the purchase of residential assets originated by Together Personal Financial Services Limited (TPFL) and Together Commercial Financial Services Limited (TCFL), part of the Together Financial Group (Together or the Group) in the UK. TPFL and TCFL both act as the servicers of the respective loans in the portfolio. Together is a UK specialist provider of property finance. BCMGlobal Mortgage Services Limited (BCMG) will act as the standby servicer. This is the third public securitization backed by second-ranking assets from the Together Group. The mortgage portfolio consists of GBP 277 million of second-lien owner-occupied (OO) and buy-to-let (BTL) mortgages secured by properties in the UK. The Issuer issued seven tranches of collateralized mortgage-backed securities (the Class A, Class B, Class C, Class D, Class E, Class F, and Class Z notes) to finance the purchase of the portfolio. The transaction is structured to initially provide 28.0% of credit enhancement to the Class A notes, including subordination of the Class B to Class Z notes. TABS 2025-2ND1 features a fixed-to-floating interest rate swap, given the presence of a portion of fixed-rate loans with a compulsory reversion to floating in the future. The liabilities pay a coupon linked to the daily compounded Sterling Overnight Index Average. Natixis S.A. (Natixis) is the swap counterparty as of closing. Based on Morningstar DBRS' private credit rating on Natixis, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to Natixis to be consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Furthermore, U.S. Bank Europe DAC's UK branch acts as the Issuer Account Bank, and National Westminster Bank Plc as the Collection Account Bank. Both entities are privately rated by Morningstar DBRS, meet the eligible credit ratings in structured finance transactions, and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Liquidity in the transaction is provided by a Liquidity Facility (LF), which is amortizing and sized at 1.35% of the outstanding Class A and Class B notes' balance. It covers senior costs and expenses, swap payments, and interest shortfalls for the Class A and Class B notes (the latter after the full redemption of the Class A notes). A Liquidity Reserve Fund (LRF) will be funded from the step-up date through the waterfalls and sized at 1.35% of the outstanding balance of the Class A and Class B notes, while the LF is reduced by the amounts transferred to the LRF ledger. Any liquidity reserve excess amount will be applied as available revenue receipts. The reserve will be released in full once the Class B notes are fully repaid. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover for any shortfall in payment of senior fees, swap payments, issuer profit amount, interest shortfalls of the most senior outstanding class of notes (except the Class Z notes), and to replenish the LRF. Principal is to be used ahead of the LRF and LF. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The credit quality of the mortgage portfolio and the ability of the servicer to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine. Morningstar DBRS analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, and Class F notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions that address the assignment of the assets to the Issuer. Notes: All figures are in British pound sterling unless otherwise noted. TOGETHER ASSET 2025-CRE-1: S&P Assigns Prelim. B Rating on X Notes ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary credit ratings to Together Asset Backed Securitisation 2025-CRE-1 PLC's class A notes, Loan notes, and B-Dfrd to X-Dfrd notes. At closing, the issuer will also issue unrated class Z notes and residual certificates. The transaction is a static transaction that securitizes a provisional portfolio of £522.2 million mortgage loans, secured on commercial (82.4%), mixed-use (11.0%), and residential (6.6%) properties in the U.K. The pool contains 607 loans (16.51%) of the previous Together Asset Backed Securitisation 2021-CRE1 transaction. This is the fifth transaction S&P has rated in the U.K. that securitizes small ticket commercial mortgage loans after Together Asset Backed Securitisation 2023-CRE-1 PLC. Together Commercial Finance Ltd. originated the loans in the pool between 2012 and 2025. S&P said, "We consider the nonresidential nature of most of the pool as higher risk than a fully residential portfolio, particularly the loss severity. We have nevertheless assessed these loans' probability of default using our global residential loans criteria as the method by which the loans were underwritten and are serviced is similar to that of Together's residential mortgage portfolio. On the loss severity side however, we have used our covered bond commercial real estate criteria to fully capture the market value declines associated with commercial properties." At closing, credit enhancement for the rated notes will consist of subordination. Following the step-up date, additional overcollateralization will also provide credit enhancement. The overcollateralization will result from the release of the excess amount from the revenue priority of payments to the principal priority of payments. Liquidity support for the class A, Loan notes, and B-Dfrd notes (when most senior) is in the form of an amortizing liquidity facility and an amortizing liquidity reserve fund. The liquidity facility will be available at closing and after the step-up date the liquidity reserve fund will be funded from the revenue and principal waterfalls. Principal can also be used to cure interest shortfalls on all the tranches when they become the most senior. At closing, the issuer will use the issuance proceeds to purchase the beneficial interest in the mortgage loans from the seller. The issuer grants security over its assets in the security trustee's favor. There are no rating constraints in the transaction under our counterparty, operational risk, or structured finance sovereign risk criteria. S&P said, "The issuer is an English special-purpose entity (SPE), which we expect to be bankruptcy remote. We expect the legal structure and transaction documents to be in line with our legal criteria at closing." Preliminary Ratings Class Prelim. Rating Class size (%) A AAA (sf) 20.88 Loan notes AAA (sf) 60.92 B-Dfrd AA (sf) 8.70 C-Dfrd A (sf) 3.00 D-Dfrd BBB+ (sf) 1.50 X-Dfrd B (sf) 7.50 Z NR 5.00 Residual certs N/A N/A NR--Not rated. N/A--Not applicable. ********* 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 * * *