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250430.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 Wednesday, April 30, 2025, Vol. 26, No. 86 Headlines F R A N C E EOS FINCO: S&P Downgrades ICR to 'SD' on Agreed Deferred Interest INFOPRO DIGITAL: S&P Affirms 'B' Long-Term Issuer Credit Rating G E O R G I A GEORGIA CAPITAL: S&P Affirms 'BB-' ICR, Outlook Stable I R E L A N D SCULPTOR EUROPEAN IV: S&P Assigns B- (sf) Rating to Cl. F-R Notes N E T H E R L A N D S ENSTALL GROUP: Moody's Lowers CFR to Caa2, Outlook Remains Neg. S P A I N SPAIN: Cause of Power Outage Unclear S W E D E N INTRUM AB: Gets Court Okay for Settlement w/ Minority Creditors NORTHVOLT AB: Assets Draw Interest from Several Potential Buyers NORTHVOLT AB: Scania Acquires Industrial Division NORTHVOLT AB: Trims Workforce to 1,700 as Part of Chap. 11 Process T U R K E Y ODEA BANK: Moody's Hikes LT Deposit Ratings to B1, Outlook Positive U N I T E D K I N G D O M HARBOUR ENERGY: S&P Rates EUR500M Sub. Fixed Rate Reset Notes 'BB' SILVERBIRD GLOBAL: May 8 Customer Claims Hard Bar Date Set - - - - - =========== F R A N C E =========== EOS FINCO: S&P Downgrades ICR to 'SD' on Agreed Deferred Interest ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on France-based telecom provider Eos Finco S.a.r.l (Netceed) to 'SD' from 'CCC+', and its issue ratings on its outstanding term loan B instruments to 'D' (default) from 'CCC+'. Netceed has received approval, subject to final documentation approval from its lenders, to defer debt amortization and interest payments for three consecutive quarters. Repayment will be on a cashless basis, with the obligations rolled into new debt. Netceed will issue new super-senior term loans due in 2029 and revolving credit facilities (RCFs) due in 2028. S&P expects to reassess the creditworthiness of Netceed and its instruments in the coming days and to incorporate the group's business plan and new capital structure into its ratings analysis. S&P Global Ratings understanding is that Netceed will defer the interest payments on all tranches and the amortization payments on the U.S. dollar-denominated tranche of the existing term loan for three consecutive quarters, starting from the interest payment date on June 30, 2025. The participating lender principal, including amortization and interest, will be converted into super senior facilities on a cashless basis. The new super senior term loans will mature in 2029, and the revolving credit facilities (RCFs) will mature in 2028. S&P said, "We consider this technical process to be similar in nature to a distressed exchange, under our criteria, because repayment of the debt facilities will be delayed, compared with the timing that was originally promised. We downgraded Netceed to 'SD' because we understand that the company remains current on its other obligations, including its EUR70 million factoring facility--which is not fully used--and its obligations to trade creditors." To support Netceed's liquidity position, which is currently about EUR70 million, and to ensure that its ongoing business activities with suppliers and clients remain uninterrupted, the majority of senior lenders have agreed to a nine-month deferral of interest and amortization payments. In addition, the group will gain access to a $150 million super senior facility basket that is not currently committed. S&P considers that the additional facility and the alleviation of debt service until Dec. 31, 2025, indicates that the group has support from both its lenders and majority owner Cinven in executing its strategy. The transaction offers Netceed more flexibility to navigate in a still-uncertain and demanding market environment. The transaction is expected to close in the next couple of weeks. S&P expects to reassess the creditworthiness of the issuer and its instruments in the coming days and to incorporate the group's business plan and new capital structure into its ratings analysis. INFOPRO DIGITAL: S&P Affirms 'B' Long-Term Issuer Credit Rating --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' long-term issuer credit rating on France-based business-to-business (B2B) information provider Infopro Digital B.V. and assigned 'B' issue and '3' recovery ratings to the proposed EUR620 million senior secured fixed rate notes. S&P affirmed the 'B' issue rating on Infopro Digital's existing EUR520 million floating-rate notes with a '3' recovery rating, and its 'BB-' issue rating on the company's upsized EUR150 million RCF with a recovery rating of '1'. The stable outlook reflects S&P's view that, over the next 12 months, Infopro Digital will reduce adjusted leverage to less than 7.5x due to robust revenue and EBITDA growth. The outlook also assumes that Infopro Digital will generate positive FOCF after lease payments of about EUR55 million per year and funds from operations (FFO) cash interest coverage of about 2.0x. Infopro Digital B.V. plans to refinance its EUR590 million fixed-rate notes due in 2028 by issuing EUR620 million in senior secured fixed rate notes due in 2031. Infopro also plans to upsize its revolving credit facility (RCF) to EUR150 million from EUR130 million and extend its maturity to 2031. The refinancing will increase Infopro Digital's financial debt, but we expect S&P Global Ratings-adjusted debt to EBITDA to decline below 7.5x in 2025 thanks to earnings growth, from 8x in 2024 (7.4x pro forma the full contribution of 2024 acquired companies). S&P also expects that Infopro Digital will generate meaningful positive free operating cash flow (FOCF) over 2025-2026. S&P said, "The rating affirmation reflects our expectation of continued sound revenue, earnings and FOCF growth, and leverage reduction to below 7.5x in 2025, but rating headroom is limited. We expect Infopro Digital to deliver good operating results in 2025-2026, including robust organic revenue growth of about 6%, improving EBITDA and FOCF, benefitting from its resilient business model. In 2024, Infopro Digital's revenue growth and adjusted EBITDA was slightly lower than our forecast due to a lower contribution from marketing services and higher restructuring and acquisition related costs. We expect that in 2025-2026, despite the soft macroeconomic conditions and business confidence in its key markets, Infopro Digital's performance will benefit from growth in subscription-based market insights and solutions due to exposure to diversified end markets that perform counter-cyclically. These include construction and public sector, automotive aftermarket, and risk and compliance. The company's largest end market, construction, focuses on the commercial area (where Infopro Digital offers, for example, leads platforms), which benefits from longer lead times and therefore is more resilient than more cyclical residential construction. Infopro's second-largest end market, automotive aftermarket (the company offers, for example, software solutions for repair workshops and car parts firms) does not depend on new cars sales, and therefore we view it as less susceptible to U.S. tariffs and weaker consumer confidence. We also think the company's trade show business will continue growing organically and bolt-on acquisitions completed in 2024 will add to growth. Incorporating the higher amount of financial debt following the proposed refinancing and based on assumed EBITDA growth, we still forecast that the company will reduce its adjusted leverage to 7.2x in 2025, from 8.0x in 2024 (or 7.4x pro forma earnings contribution from acquired companies). That said, in our view there is limited headroom under current credit metrics for any material operating underperformance or further debt increases." The proposed refinancing will modestly increase Infopro Digital's debt. Infopro Digital plans to raise EUR620 million in fixed rate senior secured notes maturing June 2031. The company will use these proceeds to repay its existing EUR590 million fixed-rate senior secured notes and pay a call premium and refinancing fees. This will be the third debt upsizing since 2023, with first two raising funds to pay for the company's acquisitions. The proposed deal will result in a EUR165-million debt increase from EUR975 million in June 2023 to EUR1,140 million upon the transaction close. Infopro Digital also plans to increase its RCF to EUR150 million from the current EUR130 million and extend its maturity to 2031. Following the proposed transaction, the company's capital structure will include: -- The EUR150 million super senior RCF due February 2031; -- The new EUR620 million fixed rate senior secured notes due June 2031; and -- EUR520 million senior secured floating-rate notes due June 2031. S&P said, "Our expectation of positive and growing FOCF in 2025-2026 supports Infopro Digital's credit quality. Cash flow generation benefits from rising earnings, broadly stable capital expenditure (capex), and our expectation of lower interest payments after the refinancing. We anticipate that Infopro's cash interest payments could reduce by more than EUR10 million on an annual basis, despite a higher amount of financial debt, reflecting the lower expected coupon on the new fixed-rate senior secured notes. We also forecast that the company's capex will remain broadly stable over 2025-2026 because we don't expect one-time capex projects to be repeated (like office relocation in 2024 and a large IT project in 2023)." This, in combination with growing EBITDA and structurally negative working capital, will result in Infopro Digital generating FOCF after leases of about EUR55 million in 2025 (from about EUR30 million in 2024), and almost EUR90 million in 2026. This will translate into FOCF to debt of about 5% in 2025 (versus 3% in 2024), and above 5% in 2026, which is commensurate with the 'B' long-term issuer credit rating. Infopro Digital's resilient business model supports the rating. The company's business benefits from sound demand for its products and high client retention due to the importance of its offering to improve sales generation, productivity, and daily operations for clients. The business model also benefits from a high degree of subscription-based revenues (more than 60% of 2024 revenues) and a high recurring revenue share (about 80% in 2024) and high retention rates that provide predictable earnings. In our view, the recurring nature and good visibility of revenue and the company's exposure to diversified end markets with counter-cyclical trends provide operational resilience amid a low economic growth environment in 2025-2026. S&P said, "The stable outlook reflects our view that, over the next 12 months, Infopro Digital's adjusted leverage will fall to less than 7.5x due to robust revenue and EBITDA growth. The outlook also assumes that Infopro Digital will generate positive FOCF after lease payments of about EUR55 million per year and FFO cash interest coverage of about 2.0x. "We could lower the rating if Infopro Digital's leverage remained above 7.5x for a prolonged period or if it generated materially weaker FOCF than our base case, such that FOCF to debt failed to improve toward 5%. This could happen if the company's operating performance was materially weaker than we expect due to a macroeconomic downturn or increased competition, or if the company's leverage and interest costs increased due to large debt-funded acquisitions or shareholder returns. "An upgrade is unlikely over the next 12 months. Thereafter, we could raise the rating if Infopro Digital's adjusted leverage declined below 5x on a sustainable basis, following a strong increase in its revenues and EBITDA. An upgrade would also hinge on a financial policy commitment by the company to maintain the credit metrics at these levels." ============= G E O R G I A ============= GEORGIA CAPITAL: S&P Affirms 'BB-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'BB- 'long-term issuer credit rating on Investment holding company Georgia Capital JSC and the 'BB-' rating on its $150 million senior unsecured notes. The stable outlook reflects the view that Georgia Capital's LTV ratio, over time, will remain materially below 25%, and that its cash adequacy ratio will remain above 3.0x. Georgia Capital JSC, based in the country of Georgia, demonstrated a relatively stable portfolio evolution in 2024, with an increase in the total portfolio value of 2.4% (versus 2023) to Georgian lari (GEL) 3.76 billion (around $1.34 billion). This was mainly driven by an 18.5% increase in the share price of Lion Finance Group. The company remains focused on keeping a relatively prudent leverage, while at the same time, allocating its capital toward incremental investments in its growth assets and share buybacks to its shareholders. As a result, S&P anticipates that the company will be able to withstand relatively turbulent market dynamics in the next 12 months while keeping its S&P Global Ratings-adjusted loan-to-value (LTV) ratio well below 25%, thanks to the ample leeway it retains on its adjusted leverage, expressed in terms of LTV ratio. At the end of 2024 its LTV ratio reached about 7% (when excluding future share buybacks and new investments) from 8.3% at the end of 2023. In 2024 the company enjoyed relatively stable domestic conditions, though recent volatility in the stock markets due to the uncertainty on tariffs represents a risk to the asset valuations for 2025. In 2024, Georgia's economy demonstrated exceptional performance, recording a robust real GDP growth rate of 9.4% year on year. This strong growth was primarily driven by domestic consumption, supported by rising wages and a buoyant tourism sector, positioning Georgia among the fastest-growing economies globally. However, S&P projects growth will moderate to 5.7% in 2025 and 5.0% in 2026, reflecting a slowdown in consumption and a decline in investment. The latter is largely attributed to diminished investor confidence due to political volatility tied to the recent electoral cycle and the EU authorities' decision to put Georgia's EU integration efforts on hold. These factors resulted in a 55.2% year-on-year decline in foreign direct investment during the third quarter of 2024. They have also led some depreciation of the lari. More recently, after U.S. President Trump's declaration of "Liberation Day"' on April 2, 2025, the holding's only listed asset, Lion Finance Group, decreased in capital market value by about 15% over the course of a few days, before recovering fully in the following days. In addition, we see the uncertainty around tariffs and geopolitics in general as being a challenge for deal-making for private assets, especially in emerging markets. Any material decrease in the portfolio’s asset prices could challenge Georgia Capital's deleveraging prospects. In 2024, Georgia Capital's portfolio value increased by 2.4% compared with 2023, to GEL3.76 billion ($1.34 billion). The growth in value was mainly supported by Georgia Capital's largest holding, Lion Finance Group (previously Bank of Georgia, representing 37.8% of the holding's portfolio value), which benefitted from an 18.5% increase in its share price in 2024, supported by a 3.3% appreciation of pound sterling against the lari in 2024. There was also solid value creation of GEL29 million in the water utility business, particularly due to a strong fourth quarter, supported by increased tariffs for corporates. In the private portfolio, there was a decrease in portfolio value of GEL134.6 million in 2024, mainly because Georgia Capital divested 80% of its holding in the beer and distribution business, collecting proceeds of $63 million (around GEL170 million). Overall, the private asset portfolio recorded a relatively stable operating performance, particularly in the insurance business (property/casual and medical), with continued growth from the retail (pharmacy), renewable energy, and education businesses. S&P positively notes that the company's reported net asset value (NAV) grew by 6.8% in 2024. Over the past three years, S&P has seen an increase in Georgia Capital's NAV from GEL2.9 billion in 2021 to GEL3.6 billion in 2024 (up by about 24%). Georgia Capital's business risk remains constrained by its concentration in Georgia and relatively low share of listed assets. All of Georgia Capital's private assets are based in Georgia, with Lion Finance Group, which makes up about 38% of the total portfolio and of which Georgia Capital holds a 19.2% stake, the only listed asset. Georgia Capital's target holding in the asset is 19.5%. The bank was valued at GEL1.4 billion on Dec. 31, 2024. Georgia Capital has 20% in its water utility business, whose stake is subject to a put option with a pre-agreed enterprise value-to-EBITDA multiple, which can be exercised in 2025-2026. The value of the stake on Dec. 31, 2024, stood at GEL188 million (about 5% of the total portfolio). The remaining 57% of the portfolio's assets are unlisted and are in Georgia. S&P said, "This, in our view, could limit its ability to quickly monetize its investments to repay debt, which could be important if liquidity unexpectedly becomes constrained. Additionally, we estimate that Georgia Capital's weighted average creditworthiness of investee companies is in the high 'b' rating category. Georgia Capital's three largest assets are Lion Finance Group, retail pharmacy (19% of the total portfolio value), and insurance (11.4%). However, the company is well diversified by industry, in our view, with investments in banking, pharmaceuticals and health care, insurance, utilities, real estate and hospitality, private education, and renewable energy generation." S&P said, "We expect Georgia Capital to maintain relatively low leverage supported by its debt management discipline. The holding has a financial target based on a net capital commitment (NCC) ratio. The NCC ratio stood at 12.8% at the end of 2024, reduced from 15.6% at the end of 2023 and well below the 28% reached at the end of 2022. In its capital markets day, the company communicated that it aims to reach an NCC ratio below 15% by the end of 2025 and remain below this threshold. In addition, the NCC ratio guides the approach toward the holding company's capital allocation, which notably includes share buybacks and new investments. An NCC ratio of 15%-30% will result in tactical share buybacks or investments, an NCC ratio below 15% could generate more substantial share buybacks or investments, while an NCC ratio above 40% would lead the company to switch to a cash preservation strategy. The company's NCC ratio includes planned investments, announced buybacks and a contingency/liquidity buffer. As a result, our S&P Global Ratings' LTV ratio at the end of 2024 stood at about 7% (excluding future share buybacks or potential equity investments which are uncommitted). At the same time, we anticipate that the company will be able to navigate through relatively volatile market conditions that could affect the valuation of its assets while keeping its S&P Global Ratings-adjusted LTV ratio well below 25%, a level we see as commensurate for maintaining the 'BB-' rating. "At the same time, the NAV discount remains elevated, at about 47% at the end of 2024, and so we anticipate share buybacks to continue in 2025, which could affect the LTV ratio. We note that share repurchases have occurred since the refinancing which took place in August 2023. The company has a GEL300 million share buyback program ongoing, with GEL199 million already completed as of April 2025. Under our base case we anticipate that the company will likely fully utilize its program in 2025. Despite this, we expect Georgia Capital will continue to balance its repurchases and investments in the future. In addition, Georgia Capital being a domestic holding company, the holding remains exposed to U.S. dollar exchange rate fluctuations because its outstanding debt is a $150 million bond due in August 2028. It is denominated in hard currency while the company's cash dividends are predominantly received in lari. However, Lion Finance Group pays its dividends in GBP, which makes up about 35% of total dividends received in 2024, and the renewable energy business has cash flows in U.S. dollars and consequently pays dividends in hard currency, which represents about 5% of the total cash dividends Georgia Capital received in 2024. There is also a forward currency hedge for the coupon payment, which mitigates a portion of the risk. "The recent completion of an 80% sale in the beer and distribution business for $63 million cash proceeds supports Georgia Capital's liquidity, and we expect dividends will continue to grow in 2025 and 2026. We anticipate that cash interest and dividends in 2025 will be about GEL180 million–200 million, after GEL209 million in 2024. The retail pharmacy dividends have reduced significantly since 2023, though we note there may be higher dividends from Lion Finance Group, following its acquisition of Ameriabank, with a target payout ratio within 30%-50% of annual profits." Cash interest expense is expected to be around GEL35 million per year. As a result, Georgia Capital's cash adequacy ratio should be above 3.0x in 2025 and 2026, compared with 3.0x in 2024. Refinancing risk, for the moment is well under control, because the company's only liability is due in August 2028. Georgia Capital's put options could bolster its liquidity profile and cash management in a market that is typically illiquid. Currently Georgia Capital holds two put options. The first one is related to the water utility business, which can be exercised in 2025 or 2026, and the second it on the remaining 20% holding in the beer and distribution business. It remains subject to a put/call structure, and the put option can be exercised as a pre-agreed enterprise value/EBITDA multiple in 2029-2031. S&P notes that in the near term, a monetization of the Georgia Global Utilities put option, whose value stands at GEL188 million, could support the holding's ambition to deleverage if proceeds are dedicated toward debt reduction. S&P said, "The stable outlook reflects our view that Georgia Capital's S&P Global Ratings-adjusted LTV ratio will remain below 25%. We also expect solid dividends from its assets, which should translate into a cash flow adequacy ratio of around 3x. "We could lower the rating if Georgia Capital's LTV ratio approaches 25%. LTV ratio deterioration would most likely be the result of a material weakening in equity values, large negative currency fluctuations, or material share buybacks signaling a more aggressive stance toward leverage." Ratings pressure could also result from a material deterioration of the credit quality of any of Georgia Capital's core investments, which would erode valuations and increase the likelihood of it having to inject fresh capital for support or shareholder loans. S&P said, "We view upside as relatively remote at this stage given the holding's concentration and exposure to the Georgian economy. We could however consider upgrading Georgia Capital if the holding establishes a positive track record of deleveraging, such that its LTV ratio remains materially below 10% under any market circumstances. In addition, an upgrade will hinge on the company establishing a track record of conservative financial policies aimed at strengthening its capital structure over time. These include, but are not limited to, keeping a long-dated debt maturity profile, and establishing a track record of active foreign currency management. We would also expect to see increased diversification and material portfolio rotation in the business, with increasing ownership of minority listed and highly liquid stakes in the business such that the share of listed assets in the portfolio increases structurally and materially above 40% in highly liquid stocks." ============= I R E L A N D ============= SCULPTOR EUROPEAN IV: S&P Assigns B- (sf) Rating to Cl. F-R Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Sculptor European CLO IV DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer currently has EUR40.80 million of unrated subordinated notes outstanding from the existing transaction. At closing, the issuer also issued EUR10.00 million of class Z and an additional EUR28.10 million of subordinated notes. This transaction is a reset of the already existing transaction. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs, upon which the notes pay semiannually. This transaction has a one-year noncall period, and the portfolio's reinvestment period will end approximately two years after closing. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds 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 is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,772.23 Default rate dispersion 649.10 Weighted-average life (years) 4.09 Weighted-average life (years) allowing for the reinvestment period 4.09 Obligor diversity measure 121.62 Industry diversity measure 25.04 Regional diversity measure 1.23 Transaction key metrics Total par amount (mil. EUR) 400.00 Number of performing obligors 152 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.76 Covenanted 'AAA' portfolio weighted-average recovery (%) 38.10 Actual weighted-average spread (%) 3.82 Actual weighted-average coupon (%) 2.82 Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. We consider that the portfolio primarily comprises broadly syndicated speculative-grade senior secured term loans and senior secured bonds on the effective date. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million par amount, the covenanted weighted-average spread (3.70%), the covenanted weighted-average coupon (3.50%), and the actual portfolio weighted-average recovery rates for all rating levels. 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. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our 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 ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "Until the end of the reinvestment period on April 28, 2027, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with our operational risk criteria. "Our credit and cash flow analysis indicate that the available credit enhancement for the class B-R to D-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our assigned ratings on the notes. The class A-R and E-R notes can withstand stresses commensurate with the assigned ratings." The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 18.22% (for a portfolio with a weighted-average life of 4.09 years), versus if it was to consider a long-term sustainable default rate of 3.1% for 4.09 years, which would result in a target default rate of 12.68%. -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. 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." Sculptor European CLO IV is a European cash flow CLO securitization of a revolving pool, comprising mainly euro-denominated senior secured loans and bonds issued by speculative-grade borrowers. Sculptor Europe Loan Management Ltd. manages the transaction. Ratings list Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.20% B-R AA (sf) 44.00 27.00 Three/six-month EURIBOR plus 1.85% C-R A (sf) 23.60 21.10 Three/six-month EURIBOR plus 2.45% D-R BBB- (sf) 29.20 13.80 Three/six-month EURIBOR plus 3.75% E-R BB- (sf) 14.20 10.25 Three/six-month EURIBOR plus 6.00% F-R B- (sf) 15.00 6.50 Three/six-month EURIBOR plus 8.70% Z NR 10.00 N/A N/A Original sub. Notes NR 40.80 N/A N/A Additional sub. Notes NR 28.10 N/A N/A *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R 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. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. ===================== N E T H E R L A N D S ===================== ENSTALL GROUP: Moody's Lowers CFR to Caa2, Outlook Remains Neg. --------------------------------------------------------------- Moody's Ratings downgraded Enstall Group B.V.'s ("Enstall" or "the company") corporate family rating to Caa2 from B3 and probability of default rating to Caa2-PD from B3-PD. Concurrently, Moody's downgraded to Caa2 from B3 the instrument ratings of the existing $375 million backed senior secured first lien term loan due 2028 and the $66.7 million backed senior secured revolving credit facility (RCF) due 2026. The backed senior secured first lien term loan and the RCF are both issued by Enstall and co-borrowed by Enstall Finance, LLC. The outlook remains negative. RATINGS RATIONALE The downgrade to Caa2 reflects Enstall's continued weak operating performance with a low probability of an end market recovery in 2025, very weak trading of the acquired Schletter business that led to an increased leverage as well as weak liquidity. Current credit metrics imply that Enstall's capital structure is unsustainable with a low probability of a fast operating recovery in the next 12-18 months, which increases the likelihood of a default under Moody's definitions leading to creditor losses versus initial promises. In 2024 Enstall reported a 40% decline in revenues and above 60% decline in company-adjusted EBITDA to EUR460 million and EUR90 million respectively. This was primarily driven by the significant market slowdown and lower volume of solar installations in Enstall's key markets. Higher interest rates and lower energy prices than historical highs after the Russian invasion of Ukraine made solar projects less profitable. Regulatory uncertainty further weakened demand and shows the inherent highly volatile nature of near-term demand. The current tariff wars further increase the uncertainty of short-term solar demand recovery, especially in the US market. Moody's do not expect a significant recovery of solar volumes in Enstall's key markets in 2025. In the Netherlands, the volumes only gradually recover after net metering laws for solar were abolished in the summer of 2024 and Germany's policy support for solar installations under the new administration is still unclear. Furthermore, the new US administration and announced tariffs led to higher uncertainty in the regulatory support for renewable energy, capital and funding markets as well as the pace of interest rates cuts. Also, tariffs could lead to significantly increased costs for solar projects and thus further low volumes as key parts are sourced from China and also to weaker economic growth in all of Enstall's end markets. Finally, Enstall's acquisition of Schletter increased leverage, as Schletter's cost base did not timely adjust to the market downturn that the German target also faced. This is contrary to Moody's initial expectations that it will have a deleveraging effect due to its funding mix including the shares of Schletter's shareholders. Enstall drew EUR187 million on its delayed draw term loan (DDTL) to fund the transaction, while Moody's understands that Schletter's reported EBITDA contribution was close to break-even in 2024. Together with integrating the two businesses, Enstall has to restructure Schletter's operations adding additional uncertainty to the 2025 results. Moody's understands that initiatives to address Schletter's cost base are underway. Overall, these factors led to Moody's-adjusted gross leverage increasing towards 20x in 2024 as well as weak liquidity, both burdened by the EUR600 million debt-funded dividend recapitalization in 2023. Moody's see limited probability that Enstall will grow into its current capital structure in the next 12-18 months. The Caa2 CFR also reflects the positive mid-term trends in Enstall's end markets, as electricity generation and the share of solar in the mix is expected to increase; the largely underpenetrated markets for residential solar installations; Enstall's leadership market positions and high margins with relatively low pricing pressure, whose resilience supported the company in the downturn and the company's asset-light business model supporting FCF generation. The Caa2 CFR is also constrained by the company's short track record at current scale; fast growth with transformative acquisitions and potential for further debt-funded M&A; focused product offering and some degree of concentration and complexity in its go-to-market channels. LIQUIDITY Enstall's liquidity is weak. However, it is supported by EUR74 million in cash as of December 2024, and fully undrawn EUR33 million and $66.7 million RCFs maturing in August 2026. In January 2025, Enstall received a covenant waiver on its existing RCFs until March 2026, which provides liquidity support especially until the end of 2025. Moody's also notes that RCFs were reduced to EUR33 million and $66.7 million from EUR50 million and $100 million respectively. The covenant waiver followed the closing of the Schletter acquisition in December 2024, which was funded by the EUR187 million DDTL. The DDTL was also used to repay a EUR50 million draw down under the RCF. The springing covenant resets in March 2026 at 7.0x if RCF is drawn above EUR51 million (10.4x as of December 2024). On the back of the slow market recovery and weak operating performance, Moody's sees a significant chance that the springing covenant test at 7.0x will not be met in March 2026. Moody's also expects negative FCF generation in the next 12-18 months, burdened by EUR100 million in annual interest payments and EUR25 million in mandatory term loan amortization. ESG CONSIDERATIONS Governance considerations have been a primary driver of this rating action reflecting Enstall's highly leveraged capital structure post a dividend recapitalization in 2023; weaker expectations for the Schletter acquisition that additionally increase leverage in the short term and the company's aggressive liquidity management with reduced RCF availability and nearing maturity in August 2026. RATIONALE FOR NEGATIVE OUTLOOK The negative outlook reflects the increased probability of default under Moody's definitions including debt restructuring that could lead to lower recoveries to the company's creditors than currently factored in the Caa2 rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could arise if Enstall achieves a material and sustainable recovery in its operating performance, resulting in the improvement in its leverage, FCF generation and liquidity position. The ratings could be downgraded if Enstall's operating performance and liquidity further deteriorate such that Moody's believes lender recovery prospects are lower than current expectations or probability of default has increased. Failure to ensure continuous access to its RCF maturing in August 2026 would put additional significant pressure on the ratings. STRUCTURAL CONSIDERATIONS The $375 million backed senior secured first lien term loan and $66.7 million RCF ratings are aligned with the CFR at Caa2. The guarantor coverage and security package are relatively comprehensive, but Moody's also notes the asset-light nature of the business. Enstall's capital structure also includes EUR600 million term loan, EUR200 million DDTL (EUR187 million drawn) both maturing in 2028 as well as an additional EUR33 million RCF (all unrated). PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing published in September 2021. COMPANY PROFILE Headquartered in Amsterdam, Netherlands, Enstall designs, develops, and distributes solar mounting solutions primarily for the Dutch and US residential markets, and increasingly for the commercial and industrial (C&I) market. In December 2024, the company acquired Schletter, entering the ground mount solar market and expanding its presence in Germany. Enstall is owned by private equity firms Rivean Capital (formerly Gilde Buy Out Partners) and Blackstone both with equal sizable shares, alongside minority shareholders including Enstall's management, Avenue Capital Group, and Robus Capital Management. In 2024, Enstall reported revenues of EUR460 million and an EBITDA of EUR90 million (as per covenant calculation, adjusted by Enstall for extraordinary items). Revenue pro forma for the Schletter acquisition increases to around EUR700 million. ========= S P A I N ========= SPAIN: Cause of Power Outage Unclear ------------------------------------ Jonathan Wolfe, Amelia Nierenberg, Azam Ahmed, Rachel Chaundler and Catherine Porter of The New York Times, report that a major power outage that hit Spain and Portugal on April 28, Monday afternoon, abruptly shut down daily activities, halted trains and subways, cut off traffic lights, closed stores and canceled or delayed some flights. The cause of the blackout, which stranded tens of millions of people across the Iberian Peninsula, was still unknown by Tuesday morning, though several officials said there were no signs of foul play, NY Times says. "At this point, there are no indications of any cyberattack," Antonio Costa, the president of the European Council, wrote on X after communicating with the leaders of Spain and Portugal, who both assembled emergency meetings, the report relates. "Grid operators in both countries are working on finding the cause and on restoring the electricity supply." According to the report, Spain's national power company, Red Electrica, said early on Tuesday that nearly all power had been restored in the country. The electricity and gas supplier in Portugal, REN, said that everything was "100 percent operational." The outage briefly affected France, notes NY Times. RTE, the French electrical grid operator, said in a statement that some households in the Basque region had lost electricity but that "all power has since been restored." The reaction across the region ranged from frantic stockpiling to confused bewilderment to calmly hunkering down and making do with old-fashioned electricity-free ways of living, NY Time relays. =========== S W E D E N =========== INTRUM AB: Gets Court Okay for Settlement w/ Minority Creditors --------------------------------------------------------------- Janine Phakdeetham of Bloomberg News reports that Intrum AB announced that the U.S. Bankruptcy Court has approved its settlement with a minority group of 2025 noteholders, a sub-group of whom lodged certain appeals and objections in respect of the Group's pre-packaged Chapter 11 Plan and Swedish Reorganisation Process. The settlement is contingent on certain conditions precedent, which are expected to be fulfilled in the coming days. Intrum recently closed an investment partnership with Cerberus. According to the report, Intrum continues to progress with implementing its recapitalisation transaction. Having received confirmation of its Chapter 11 plan at the end of 2024, Intrum filed its plan as part of the Swedish RP on March 14, 2025. The next step is Intrum's Swedish plan meeting, which was to take place last April 15, 2025, where affected creditors will have the opportunity to vote on the Reorganisation Plan. The recapitalisation transaction will enable the Group to significantly reduce leverage, extend maturities, and support long term sustainable growth. The company secured backing from holdout bondholders by agreeing to pay certain fees. About Intrum AB Intrum AB is a provider of credit management services with a presence in 20 markets in Europe. By helping companies to get paid and supporting people with their late payments, Intrum leads the way to a sound economy and plas a critical role in society at large. Intrum has circa 10,000 dedicated professionals who serve around 80,000 companies across Europe. In 2023, income amounted to SEK 20.0 billion. Intrum is headquartered in Stockholm, Sweden and publicly listed on the Nasdaq Stockholm exchange. On the Web: www.intrum.com/ On November 15, 2024, Intrum AB and U.S. affiliate Intrum AB of Texas LLC each filed a voluntary petition for the relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 24-90575) to seek confirmation of their Prepackaged Reorganization Plan. The cases are pending before the Honorable Christopher M. Lopez. Milbank LLP and Porter Hedges LLP are serving as counsel in the U.S. restructuring. Houlihan Lokey is the advisor to Intrum. Kroll Issuer ervices Limited is the information agent. Kroll Restructuring Administration is the claims agent. Brunswick Group is also serving as advisers to Intrum. Latham & Watkins LLP and Latham & Watkins (London) LLP, and Advokatfirmaet Schjodt AS, are advising a group of bondholders holding widely across Intrum AB's notes issuances (the "Notes Ad Hoc Group"). PJT Partners (UK) Limited is financial advisor to the noteholder ad hoc group. Weil Gotshal & Manges LLP is representing a group of short-dated bondholders holding primarily 2024- and 2025-maturing notes ("Minority Ad Hoc Group"). Ropes & Gray LLP is representing another minority group of bondholders. Clifford Chance US LLP is counsel to the group that collectively holds approximately 76 percent of the total commitments under the RCF (the "RCF Steerco Group"). NORTHVOLT AB: Assets Draw Interest from Several Potential Buyers ---------------------------------------------------------------- Jonas Ekblom of Bloomberg News reports that "two to three" international parties are interested in acquiring the assets of bankrupt Swedish battery maker Northvolt, bankruptcy trustee Mikael Kubu said in an interview with Swedish Radio. Kubu stated that the interested buyers are making "considerable efforts" to reach a deal involving major portions of Northvolt's assets and operations. He noted that the parties are currently auditing the assets, and that the process will take time, with no bids submitted yet. He also mentioned that production at Northvolt's Skelleftea facility will continue "at least" through the end of May 2025. About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyra AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. NORTHVOLT AB: Scania Acquires Industrial Division ------------------------------------------------- Nurcin Metingil, writing for ArcticStartup Media Oy, reports that Scania has taken a decisive step to expand its electrification ambitions by acquiring the Industrial Division of Northvolt Systems, securing key assets including a production facility in Gdansk and an R&D center in Stockholm. The move comes just a month after Northvolt AB filed for bankruptcy in Sweden, underscoring Scania's strategic agility in capitalizing on high-value opportunities during a turbulent period for the European battery industry, notes the report. ArcticStartup Media says the acquisition brings around 260 employees into Scania's fold and will operate as a stand-alone venture under Scania Ventures and New Business. It directly complements Scania Power Solutions' mission to provide robust electrification solutions for off-highway segments such as mining, construction, and material handling. Northvolt Systems Industrial Division had been instrumental in developing the Voltpack Core, a flagship battery system designed for high-performance industrial applications, relates the report. This legacy will now continue under Scania's ownership, as the company seeks to embed sustainable and electrified powertrains into the backbone of heavy industry. The deal was struck with the trustee overseeing Northvolt AB's bankruptcy proceedings, according to ArcticStartup Media. While the purchase price remains undisclosed, the agreement ensures the continuation of operations and stability for employees and partners. The acquisition comes amid the collapse of Northvolt AB, once a flagship of Europe's battery ambitions, the report says. Despite operational improvements and a ramp-up in production at its Skelleftea plant, Northvolt succumbed to a perfect storm of rising capital costs, supply chain challenges, and delayed ramp-ups. The bankruptcy filing, made in Stockholm on March 12, triggered a court-supervised process to restructure and divest its operations, recalls the report. While the larger Northvolt AB continues its search for financial lifelines, Scania's timely move may offer a model for how strategic players can extract long-term value from crisis -- and reinforce Europe's green transition, one battery system at a time, ArcticStartup Media relays. About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyra AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. NORTHVOLT AB: Trims Workforce to 1,700 as Part of Chap. 11 Process ------------------------------------------------------------------ Charles Daly of Bloomberg News reports that bankrupt battery maker Northvolt AB will maintain operations in Sweden with a workforce of 1,700, while the rest of its employees will be laid off. "Although significant cuts have been made, it is positive that the business can continue in some capacity, which is likely vital for a potential full or partial sale," said Mikael Kubu, Northvolt's bankruptcy trustee, in an e-mailed statement. The company employed around 7,000 people before running out of funds last year, following a series of operational errors that led to its bankruptcy filing in the U.S. About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyra AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. =========== T U R K E Y =========== ODEA BANK: Moody's Hikes LT Deposit Ratings to B1, Outlook Positive ------------------------------------------------------------------- Moody's Ratings has upgraded to B1 from B3 the long-term deposit ratings of Odea Bank A.S. (Odea), while the outlook remains positive, and affirmed at NP the short-term deposit ratings. Moody's also upgraded the long-term Counterparty Risk Ratings (CRRs) and Counterparty Risk (CR) Assessment of the bank to Ba3 from B2 and Ba3(cr) from B2(cr) respectively. The short-term CRRs and CR Assessment were affirmed at NP and NP(cr) respectively. Concurrently, the bank's foreign-currency subordinate debt rating has been upgraded to B3(hyb) from Caa2(hyb). At the same time, Moody's affirmed the bank's Baseline Credit Assessment (BCA) at b3 and upgraded its Adjusted BCA to b1 from b3. The bank's long- and short-term National Scale bank deposit ratings have been upgraded to Aa2.tr/TR-1 from Baa1.tr/TR-2 while its long-term National Scale CRR has been upgraded to Aaa.tr from A1.tr and its short-term National Scale CRR has been affirmed at TR-1. The rating action follows the completed acquisition of a 96% stake in Odea by Abu Dhabi Developmental Holding Company PJSC (ADQ, Aa2 stable) - an Abu Dhabi based sovereign wealth fund. This follows all necessary regulatory approvals, including from the Banking Regulatory and Supervisory Authority (BRSA) and Competition Authority in Turkiye. RATINGS RATIONALE UPGRADE OF ADJUSTED BCA AND LONG-TERM RATINGS REFLECTS PARENTAL SUPPORT UPLIFT The two-notch upgrade of the long-term deposit ratings of Odea reflects a high probability of affiliate support rating uplift from ADQ, the bank's new majority owner, in case of need. This is underpinned by (1) ADQ's control of Odea through a 96% ownership stake; (2) Odea's status as a growth investment for ADQ, under its Financial Services emerging investment cluster, to establish a banking footprint with both digital and physical presence outside its domestic market; and (3) ADQ's strong capacity - as captured by its Aa2 rating - and willingness to establish a track record of support through capital injection. AFFIRMATION OF BCA The affirmation of Odea's BCA at b3 is primarily underpinned by an improving capital position following the bank's takeover by ADQ through a committed equity injection that is counterbalancing deteriorating profitability which weighed on capital ahead of its recent change in ownership. The BCA affirmation also captures supportive operating conditions in the context of an unchanged commitment from authorities to a steady disinflationary process. As of December 2024, Odea's reported common equity Tier 1 (CET1) ratio deteriorated to 6.8% when compared to 8.3% as of September 2024 on the back of loss making operations. Moody's expects the conversion of $50 million in non-deposit funds from the bank's new majority shareholder into core equity to take the reported CET1 ratio to 10.8% as of December 2024 on a pro-forma basis and put back Odea in a position to restart growing its asset book. The bank's net income to tangible assets was equivalent to -0.4% in 2024 (2.1% in 2023) on the back of negative net interest margins affected by loan book contraction and higher cost of funds. For the rest of 2025, Moody's expects margin pressure to ease in line with authorities' commitment to disinflation that will reduce funding costs while the bank is expected to grow again for the remainder of 2025. Although having improved in recent years, Moody's expects asset quality for the bank to soften, in line with the rest of the Turkish banking system, from the lagged impact of still elevated inflation and interest rates as well as a slower economy. Moody's notes however that given the bank's low retail and SME exposure, this softening will be limited. POSITIVE OUTLOOK The positive outlook on Odea's long-term deposit ratings reflects the potential for further improvements in the operating environment, in line with the positive outlook on Turkiye's sovereign rating, which may lead to an improvement in the bank's standalone fundamental credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Odea's ratings could be upgraded if (1) there was material improvement in Turkiye's operating environment as captured by an inflation level declining materially faster than current expectations and (2) the bank maintains solid or improving financial fundamentals that also hinge upon the implementation of a balanced growth strategy to strengthen profitability while maintaining strong capitalization and asset quality. There is limited downward pressure on Odea's ratings given the positive outlook. A stabilization of the outlook on Odea's long-term deposit ratings could materialize if (1) the authorities revert back to unorthodox policies, (2) the bank's solvency and funding profile deteriorate and/or (3) the outlook on Turkiye's issuer rating is changed to stable. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in November 2024. =========================== U N I T E D K I N G D O M =========================== HARBOUR ENERGY: S&P Rates EUR500M Sub. Fixed Rate Reset Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue rating to the proposed five-year EUR500 million guaranteed perpetual subordinated fixed rate reset notes (GPSFRNs) to be issued by Wintershall Dea Finance 2 B.V., a fully owned subsidiary of UK-based oil and gas company Harbour Energy PLC (BBB-/Stable/--). S&P assesses these notes, as well as the amended EUR850 million guaranteed subordinated undated bearer notes (GSUBNs) issued by Wintershall Dea Finance 2 B.V., as having intermediate hybrid content. Its assessment of the GSUBNs as having intermediate hybrid content is conditional on noteholder consent being obtained for a successful amendment process. Our issue rating on the GPSFRNs reflects the hybrids' subordination and optional interest deferability. S&P considers that both notes will have intermediate equity content until their first reset dates, which it understands will be no earlier than five years from issuance. The final terms of the proposed GPSFRN issuance, including the total amount, is subject to market conditions. S&P understands that Harbour Energy will use the proceeds from this issuance to refinance the EUR650 million subordinated notes. Harbour Energy is also in the process of seeking noteholder consent to amend the terms of its existing EUR850 million GSUBNs (issued in January 2021). S&P said, "We classify these hybrids as having intermediate equity content until their first reset dates, which is over five years from issuance for the proposed GPSFRNs, and January 2029 for the amended EUR850 million GSUBNs. This is because they meet our criteria in terms of subordination, loss absorption, and cash preservation, with optional coupon deferability over this period. Consequently, when we calculate our adjusted credit ratios for Harbour Energy, we will treat 50% of the principal outstanding under both hybrids as equity rather than debt and 50% of the related payments as equivalent to a common dividend. However, we intend not to apply equity content treatment to the increased hybrid capital that exceeds 15% of Harbour Energy's capitalization." S&P derives its 'BB' issue rating on the GPSFRNs by notching down from its 'BBB-' long-term issuer credit rating on Harbour Energy. As per our methodology, the two-notch difference reflects: -- A one-notch deduction for subordination, as S&P's 'BBB-' long-term issuer credit rating on Harbour Energy is investment grade; and -- Another one-notch deduction for payment flexibility, as interest deferral is at the option of the issuer. S&P said, "The number of notches deducted to derive the issue rating on the GPSFRNs reflects our view that Harbour Energy is relatively unlikely to defer interest. Should our view change, we may increase the number of notches we deduct from the issuer credit rating to derive the issue rating." Although both notes are perpetual instruments, the issuer can redeem the GPSFRNs prior to their first call date and the GSUBNs prior to July 2028 at respective make-whole amounts. As a result, our criteria do not view this as a call feature in S&P's hybrid analysis. If a call is exercised, Harbour Energy intends to replace the proposed instrument, although it is not obliged to do so. In its view, this statement of intent mitigates the likelihood that the company will redeem or repurchase the notes without replacement. The notes can be called at any time under certain circumstances, such as changes in tax law, accounting treatment, the equity content treatment by rating agencies, or a negative rating action following a change of control. S&P said, "We understand that the interest to be paid will increase by 25 basis points (bps) five years after the first reset dates. In the case of the five-year EUR500 million notes, this will be 10.25 years after issuance; for the GSUBNs, this is 13 years after issuance. The interest will increase by an additional 75 bps 25.25 years after issuance of the proposed five-year EUR500 million GPSFRNs, and 28 years after the issuance of the GSUBNs. We consider the cumulative 100 bps as a material step-up, unmitigated by a binding commitment to replace the instrument at the time, thus creating an incentive for the issuer to redeem the instruments at their respective second step-up dates. "Consequently, we will no longer recognize the instruments as having intermediate equity content after their first reset dates, since the remaining period until their respective economic maturity would, by then, be less than 20 years. However, we classify each instrument's equity content as intermediate until its first reset date, as long as we think that the loss of the beneficial intermediate equity content treatment will not cause the issuer to call the instrument at that point." Harbour Energy's willingness to maintain or replace the instruments in the event of a reclassification to no equity content is underpinned by its statement of intent. Key factors in our assessment of the securities' subordination: The proposed notes and coupons are intended to constitute the issuer's direct, unsecured, and subordinated obligations, ranking senior to its common shares. Key factors in our assessment of the notes' deferability: In S&P's view, Harbour Energy's option to defer interest payments on the proposed notes is discretionary. However, any outstanding deferred interest payment, plus interest accrued thereafter, will have to be settled in cash if Harbour Energy declares or pays an equity dividend or interest on equally ranking securities, or if it redeems or repurchases shares or equally ranking securities. However, once Harbour Energy has settled the deferred amount, it can opt to defer interest on the next interest payment date. SILVERBIRD GLOBAL: May 8 Customer Claims Hard Bar Date Set ---------------------------------------------------------- Daniel Conway and Geoffrey Paul Rowley, the joint special administrators of Silverbird Global Limited, announced that a Hard Bar Date of May 8, 2025 has been set for the admission of relevant funds claims by the Company's customers. Customer claims received after the Hard Bar Date will not be admitted. Customers of Silverbird are advised to contact the joint special administrators (by phone on +44 (0)20 3005 4000, by email to Silverbird@frpadvisory.com, or by post to Silverbird Global Limited c/o FRP Advisory, 2nd Floor 110 Cannon Street, London, EC4N 6EU) as soon as possible. A copy of the Hard Bar Date notice and other relevant documents may be accessed at https://creditors.frpadvisory.com/ using the case code $3500LON and unique ID S3500LON. ********* 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 * * *