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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, May 26, 2025, Vol. 26, No. 104
Headlines
F R A N C E
CUBE HEALTHCARE: Moody's Upgrades CFR to 'B2', Outlook Stable
STAN HOLDING: S&P Affirms 'B-' LT ICR & Alters Outlook to Stable
G E R M A N Y
SUEDZUCKER INT'L: Moody's Rates New EUR700MM Hybrid Notes 'Ba1'
H U N G A R Y
NITROGENMUVEK ZRT: S&P Cuts ICR to 'D' on Missed Principal Payment
I R E L A N D
ALBACORE EURO VII: Fitch Assigns 'B-sf' Final Rating on Cl. F Notes
ALBACORE EURO VII: S&P Assigns 'B-' Rating on Class F Notes
ARES EUROPEAN XXII: S&P Assigns Prelim. B- (sf) Rating on F Notes
AVOCA CLO XV: Fitch Assigns 'B-(EXP)sf' Rating on Class F-R-R Notes
AVOCA CLO XV: S&P Assigns B-(sf) Rating on Class F-R-R Notes
GLENBROOK PARK: S&P Assigns B-(sf) Rating on Class F-R Notes
I T A L Y
CONCERIA PASUBIO: Moody's Alters Outlook on 'B2' CFR to Negative
DEDALUS HEALTHCARE: S&P Affirms 'B-' ICR & Alters Outlook to Stable
ESSELUNGA SPA: S&P Affirms 'BB+' ICR & Alters Outlook to Negative
FEDRIGONI SPA: Moody's Assigns 'B3' CFR, Outlook Stable
L U X E M B O U R G
CPI PROPERTY: S&P Affirms 'BB+' ICR on Reduced Leverage
EOS FINCO: S&P Upgrades LT ICR to 'CCC+' on Improved Liquidity
N E T H E R L A N D S
TRIVIUM PACKAGING: Moody's Rates New Secured First Lien Notes 'B2'
P O R T U G A L
EDP SA: S&P Rates Subordinated Hybrid Capital Instrument 'BB+'
S W E D E N
DOMETIC GROUP: Moody's Lowers CFR to Ba3 & Alters Outlook to Stable
S W I T Z E R L A N D
DUFRY ONE: Moody's Rates New EUR500MM Senior Unsecured Notes 'Ba2'
T U R K E Y
CIMKO CIMENTO: Fitch Assigns 'B+' LongTerm IDRs, Outlook Stable
TAV HAVALIMANLARI: S&P Upgrades ICR to 'BB', Outlook Stable
U N I T E D K I N G D O M
79TH COMMERCIAL: Kroll Named as Administrators
BLETCHLEY PARK 2025-1: Moody's Assigns (P)Caa3 Rating on X2 Notes
CASTELL PLC 2025-1: S&P Assigns B+ Rating on Class F-Dfrd Notes
CFC GROUP: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
DACO CONSTRUCTION: SPK Financial Named as Administrators
G&T PHOENIX: Begbies Traynor Named as Administrators
HAVELOCK 1: Voscap Limited Named as Administrators
HAVELOCK PROPERTY: Voscap Limited Named as Administrators
HOPE MONTESSORI: Quantuma Advisory Named as Administrators
JERROLD FINCO: Fitch Assigns 'BB(EXP)' Rating on Sr. Secured Notes
LEVENSEAT RENEWABLE: PwC Named as Administrators
METRO SHARED: RSM Restructuring Named as Administrators
PAYME GROUP: Begbies Traynor Named as Administrators
PUNCH PUBS: Fitch Alters Outlook on 'B-' LongTerm IDR to Positive
PUNCH PUBS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
ROCKSPRING TRANSEUROPEAN VI: RSM UK Named as Administrators
SAGE AR 2025 NO. 1: S&P Assigns BB-(sf) Rating on Class E Notes
VENTURI LIMITED: KR8 Advisory Named as Administrators
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F R A N C E
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CUBE HEALTHCARE: Moody's Upgrades CFR to 'B2', Outlook Stable
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Moody's Ratings has upgraded to B2 from B3 the long term corporate
family rating and to B2-PD from B3-PD the probability of default
rating of Cube Healthcare Europe Bidco (Domidep or the company).
Concurrently, Moody's have upgraded to B2 from B3 the senior
secured bank credit facilities due in 2029. The outlook remains
stable.
RATINGS RATIONALE
The upgrade of the rating reflects Moody's expectations that
Domidep will continue to have strong operating performance that
will lead to a continued improvement in its key credit metrics,
over the next 12-18 months. Over this time period, Moody's
forecasts that the company's Moody's-adjusted gross leverage will
trend towards 6x, while its Moody's-adjusted EBITA to interest
expense will improve to around 2x, with continued positive
Moody's-adjusted free cash flow (FCF) generation of about EUR25
million annually.
Governance considerations were key to the rating action, in
particular the company's good track record in terms of management
execution, delivering its business plan and adequately integrating
past acquisitions.
The B2 rating considers the company's good operating track record
as the fifth-largest private operator of nursing homes in France,
with improving geographic diversification since the initial rating
assignment in 2019, higher profitability than that of its peers,
and track record of positive Moody's-adjusted FCF generation over
the past five years. Moody's forecasts Domidep's revenue to grow in
the mid-to-high single digit range in percentage terms over the
next 12-18 months, mainly driven by price increases, stable
occupancy rates, and integration of acquisitions signed in 2024 and
early 2025.
On the other hand, the B2 rating considers the company's
highly-leveraged capital structure with a Moody's-adjusted gross
leverage of 6.6x for the 12 months ending in March 2025, and the
risk of further debt-funded acquisitions, which could constrain
further improvement in credit metrics. The rating also considers
the company's high fixed costs, and still lower geographic
diversification than its peers.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that Domidep will
continue to have a strong operating performance, over the next
12-18 months. The outlook also reflects Moody's expectations of a
continued conservative M&A policy mostly focused on bolt-on
transactions that will support the deleveraging towards 6x (Moody's
adjusted gross leverage), and increasing Moody's-adjusted FCF
generation.
LIQUIDITY
Domidep's liquidity is adequate. While the company had limited cash
balances of EUR9 million as of March 31, 2025, it has access to a
EUR135 million senior secured revolving credit facility (RCF),
which has been temporarily reduced to EUR122 million following the
company's request to cancel commitments with one lender. Moody's
projects a Moody's-adjusted FCF of about EUR25 million over the
next 12-18 months, and have assumed capital expenditure of about 5%
of revenue over the same period with limited working capital
requirements. The company also has a portfolio of real estate
assets that could be used to raise liquidity if needed.
The RCF includes one springing covenant (senior secured net
leverage not exceeding 10x), tested when the facility is more than
40% drawn. Moody's expects the company to maintain significant
capacity under the covenant, if tested, as the ratio was 5.2x as of
March 31, 2025 as defined under the debt indenture.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company's Moody's-adjusted
debt/EBITDA falls towards 5.5x (based on the company's lease
multiple of around 8.0x) on a sustained basis, while it maintains a
good operating performance and successfully executes its strategy;
its Moody's-adjusted EBITA/interest improves to around 3.0x on a
sustained basis; and its Moody's-adjusted FCF/debt grows towards
the high single digit range in percentage terms.
The rating could be downgraded if Moody's-adjusted debt/EBITDA
increases towards 7x (based on the company's lease multiple of
around 8.0x), Moody's-adjusted EBITA/interest reduces towards 1.5x
or its Moody's-adjusted FCF decreases materially to around
break-even levels or liquidity weakens. Any large debt-funded
acquisition or shareholder distribution could also result in a
rating downgrade.
STRUCTURAL CONSIDERATIONS
The B2 rating on the EUR490 million senior secured Term Loan B and
the EUR135 million senior secured RCF is in line with the CFR and
reflects their pari passu ranking in the capital structure and the
upstream guarantees from material subsidiaries of the group. The
B2-PD probability of default rating incorporates Moody's
assumptions of a 50% recovery rate, typical for bank debt
structures with a loose set of financial covenants. Guarantor
coverage is at least 80% of EBITDA (determined in accordance with
the agreement) generated by each subsidiary representing more than
5% of consolidated EBITDA. Security is granted over key shares,
bank accounts and receivables.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
COMPANY PROFILE
Domidep, is the fifth-largest private nursing home operator in
France in terms of number of beds and the eighth-largest in Europe
thanks to its presence in Germany and, to a lesser extent, in
Belgium. The company operates around 184 nursing home facilities
and 13,000 beds. The company generated EUR680 million in revenue
and EUR114 million in company's-adjusted EBITDA for the 12 months
ended in March 2025. I Squared Capital, a private equity firm
focused on infrastructure investments, has owned about 97% of
Domidep since 2019. The rest of the ownership lies with
management.
STAN HOLDING: S&P Affirms 'B-' LT ICR & Alters Outlook to Stable
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S&P Global Ratings revised its outlook on French mobile game
developer Stan Holding SAS (Voodoo) to stable from negative and
affirmed its 'B-' long-term issuer credit rating. S&P then withdrew
its 'B-' rating at the issuer's request.
The outlook revision to stable reflects the conclusion of Voodoo's
refinancing and the rating withdrawal is at the issuer's request.
Voodoo's refinancing and liquidity risks have eased as it no longer
faces a near-term debt maturity. The refinancing reduced Voodoo's
financial debt to EUR210 million from an estimated EUR260 million
in 2024. Voodoo's new capital structure includes a EUR74 million
term loan A and a EUR90 million term loan B, both due in 2029, as
well as about EUR45 million of bank loans that Voodoo raised in
2023 and 2025.
S&P said, "We expect that Voodoo's operating performance will
remain sound and that its revenue will increase. Driving this will
be the good performance of the existing games, new mobile game
launches, the scale-up and monetization of Voodoo's apps, as well
as the increasing monetization of the BeReal app. At the same time,
we think that Voodoo will invest in developing new games and apps
and therefore its IT development costs will remain elevated,
resulting in stable earnings.
"The stable outlook at the time of the withdrawal reflected our
expectation that, thanks to lower interest expenses, Voodoo's FOCF
will continue to gradually improve and its adjusted leverage will
remain below 4.0x in 2025-2026."
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G E R M A N Y
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SUEDZUCKER INT'L: Moody's Rates New EUR700MM Hybrid Notes 'Ba1'
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Moody's Ratings has affirmed the Baa2 long term issuer rating of
Suedzucker AG and the Baa2 backed long term issuer rating of its
affiliate Suedzucker International Finance B.V. (collectively
referred to as Suedzucker or the company). Suedzucker is the
largest sugar producer in Europe. Concurrently, Moody's have also
assigned a Ba1 rating to the proposed EUR700 million backed junior
subordinated notes (or the new 2025 hybrid) to be issued by
Suedzucker International Finance B.V.
Moody's have also affirmed the Prime-2 (P-2) commercial paper
rating of Suedzucker AG. The company plans to use the proceeds of
the new 2025 hybrid to fully repay the existing 2005 hybrid. The
Ba3 rating on the backed junior subordinated notes (or the existing
2005 hybrid) issued by Suedzucker International Finance B.V.
remains unchanged and will be withdrawn once the instrument will be
repaid. The outlook on both entities remains negative.
"Suedzucker's ratings remain weakly positioned, and the affirmation
of the ratings reflects the need for more visibility on the
company's ability to improve its credit metrics over the next 12 to
18 months, maintaining a good liquidity at all time; albeit ongoing
volatility in European sugar prices pose some challenges to a
sustainable recovery" said Paolo Leschiutta, a Moody's Ratings
Senior Vice President and lead analyst for Suedzucker.
"The company's profitability is expected to further deteriorate in
the fiscal year ending February 2026 on the back of the weak sugar
environment in 2024; however, potential for sugar price recovery in
light of current expectation of shortages in the market together
with the company's initiatives aimed at reducing operating costs,
by reducing production capacity, and save cash should result in
gradual recovery in credit metrics; any sustained recovery will be
more visible towards the end of 2026 with only limited room for
further deterioration," continued Mr. Leschiutta.
RATINGS RATIONALE
Suedzucker's ratings are weakly positioned in light of the
company's deterioration in both profitability and credit metrics
during the fiscal year ending February 2025. Although Moody's
anticipates prolonged weakness during fiscal 2026, the Baa2 ratings
assume a gradual recovery thereafter. The profitability of the
company's sugar segment deteriorated significantly during fiscal
2025 following the substantial drop in European sugar prices since
June 2024. Drop in prices was due to the expectation of high sugar
production volumes in Europe during the sugar campaign 2024/25 and
a general decline in world sugar prices.
As a result of the low prices, Suedzucker EBITDA for fiscal 2025,
of EUR724 million as reported by the company, was well below
initial expectations of EUR900-1,000 million and well below the
previous year of EUR1,318 million. Positively, though, this was
above the latest company's guidance, of an EBITDA of EUR550-650
million.
Profitability in fiscal 2026 is likely to remain weak as the
pricing during the recent sugar campaign will weigh more during the
current financial year. However, assuming a degree of deficit in
the sugar market globally, a contraction in sugar production across
Europe and some reduction in the company's production capacity,
sugar prices should recover and sustain improvements in credit
metrics.
The company's financial leverage, measured as gross adjusted debt
to EBITDA, was around 4.4x in fiscal 2025 on a preliminary basis
and including exceptional items (compared to 2.3x in fiscal 2024),
and well above the level required to maintain the current rating.
Moody's anticipates leverage to remain broadly flat in fiscal 2026
in light of further pressure on profitability, compensated by
excess cash applied to debt reduction. The ratings assume, however,
a recovery in fiscal 2027, with metrics improving towards a level
more commensurate for the rating, with the company operating at a
leverage of around 3.0x through the cycle. The degree of
improvement, however, remains exposed to a number of factors
outside of the company's control and failure to show significant
improvement could result in a rating downgrade.
More positively, despite some volatility in the CropEnergy segment,
Moody's recognises that Suedzucker's non-sugar operations continue
to perform well and have become an increasing contributor to the
company's profits over the years. In addition the company's
liquidity remains strong and the rating is supported by the
company's strong business profile in light of its pan-European
presence and strong market leading position with approximately 25%
share of the European sugar market.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
STRUCTURAL CONSIDERATIONS AND RATIONALE FOR THE Ba1 RATING
ASSIGNMENT
The Ba1 rating assigned to the proposed new 2025 hybrid note is two
notches below Suedzucker's Baa2 long-term issuer rating reflecting
the deeply subordinated nature compared to Suedzucker's senior
unsecured debt. The new hybrid notes are perpetual securities with
a non-call period of minimum five years from issue date and do not
contain events of default provision. Suedzucker may opt to defer
coupon payments on a cumulative basis. The notes do not contain any
step-ups in the first 10 years and contain no more than 100 basis
points in total. The Ba1 rating on the new 2025 hybrids assumes the
existing 2005 hybrid will be fully repaid with the proceeds of the
new instrument.
The new hybrid notes will qualify for the "Basket M" and a 50%
equity treatment of the borrowing for the calculation of the credit
metrics, as per Moody's Hybrid Equity Credit methodology published
in February 2024.
LIQUIDITY
Suedzucker's good liquidity is supported by cash and short-term
securities of EUR626 million as of February 2025 and a fully
undrawn EUR600 million syndicated revolving credit facility
maturing in July 2026 which has no adverse change clauses or
financial covenants. In addition, the company has EUR250 million
worth of syndicated revolving credit line, also fully undrawn as of
February 2025, guaranteed by its subsidiary AGRANA Beteiligungs-AG
(AGRANA) and maturing in December 2025. Moody's understands the
company is in the process of renewing and partially increasing the
size of some of these lines.
Suedzucker has sufficient available liquidity to cover its expected
cash needs over the next 12-18 months, which include significant
seasonality in working capital requirements and possible
utilisation under its EUR600 million commercial paper programme.
The EUR500 million bond due in November 2025 has already been
pre-financed with a similar sized bond issued in January and will
be repaid out of cash over the coming months.
RATING OUTLOOK
The negative outlook reflects the significant deterioration in
operating performance since late 2024. Failure to improve credit
metrics over the next 12 to 18 months could result in negative
pressure on the ratings. Deterioration in the company's liquidity
could also exert pressure on the ratings.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive pressure on the rating is unlikely given the weak
operating performance and credit metrics. Suedzucker's ratings
could be upgraded if it demonstrates improved earnings stability,
including a higher contribution from non-sugar activities. A rating
upgrade would also require the company's Moody's-adjusted leverage
to stay well below 2.5x and retained cash flow/net debt stays above
30%, both on a sustained basis.
Suedzucker's ratings could be downgraded if it fails to improve its
profitability from current level, resulting in negative free cash
flow (FCF) or Moody's-adjusted debt/EBITDA remaining above 3.5x.
The expectation is that the company should operate with a leverage
of around 3.0x through the cycle, and retained cash flow/net debt
does not fall below 20%, all on a sustained basis. Any
deterioration in the company's liquidity could also lead to a
downgrade.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Protein and
Agriculture published in August 2024.
COMPANY PROFILE
Headquartered in Mannheim, Germany, Suedzucker AG is the leading
beet sugar producer in Europe. Suedzucker also manufactures frozen
and refrigerated pizza, functional carbohydrates and fibres,
bioethanol, high-protein animal feed production, starches, and
fruit preparations and concentrates. In the fiscal year that ended
February 2024 (fiscal 2024), Suedzucker reported sales of around
EUR10.3 billion and EBITDA of EUR1.3 billion. The company generates
70% of its revenue across the EU, 24% of which are in Germany.
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H U N G A R Y
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NITROGENMUVEK ZRT: S&P Cuts ICR to 'D' on Missed Principal Payment
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S&P Global Ratings lowered its issuer credit rating on
Hungary-based nitrogen fertilizer producer Nitrogenmuvek Zrt. to
'D' (default) from 'CCC-'. At the same time, S&P lowered its issue
rating on the senior secured notes to 'D' from 'CCC-'.
The company is currently seeking a waiver of default and an
extension of the notes' maturity for a period of 60 days and
believes an agreement has been reached with a group of bondholders
representing over 75% of the notes.
S&P will reevaluate its ratings upon completion of the debt
restructuring, once it receives the details on the new capital
structure.
The downgrade follows the missed principal payment on
Nitrogenmuvek's EUR200 million senior unsecured notes, which
represents almost all of the company's capital structure. Following
unsuccessful timely negotiation with bondholders on a maturity
extension, Nitrogenmuvek paid the interest due but failed to repay
the principal of EUR200 million due on May 14, 2025, and during the
grace period expired on May 19, 2025. Under S&P Global Ratings
Definitions, published Dec. 2, 2024, the 'D' rating applies when an
obligation is in default or in breach of an imputed promise.
S&P understands the company has reached a preliminary agreement
with bondholders to receive a waiver of default and an extension of
the maturity on the notes. As of May 15, 2025, the company
announced that it believes an agreement has been reached with a
group of bondholders, representing more than 75% of the notes, on
the key terms of a three-year amendment and extension.
Nitrogenmuvek's management expects to publish the details of the
revised proposal in due course. Although certain terms are still
being discussed, the company will launch on May 19, 2025, an
electronic consent from the bondholders to seek a waiver of default
and an extension of the maturity of the notes for a period of 60
days.
S&P said, "We plan to reassess our ratings on Nitrogenmuvek upon
receiving more information on the final agreement with bondholders
and on the new capital structure. Although operating trading
conditions have recently improved, in our view, a positive decision
on the application for immediate legal protection in relation to
the carbon dioxide (CO2) quota tax would be important for
Nitrogenmuvek to sustain operations in the short term. To date,
there has not been any meaningful development related to litigation
on the application of the CO2 quota tax and the company believes a
decision from the EU court is unlikely before year-end 2025."
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I R E L A N D
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ALBACORE EURO VII: Fitch Assigns 'B-sf' Final Rating on Cl. F Notes
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Fitch Ratings has assigned AlbaCore Euro CLO VII DAC final
ratings.
Entity/Debt Rating
----------- ------
Albacore Euro
CLO VII DAC
A-1 XS3036074477 LT AAAsf New Rating
Class A-1A loan LT AAAsf New Rating
Class A-1B loan LT AAAsf New Rating
Class A-2 XS3036080102 LT AAAsf New Rating
Class B Notes XS3036074634 LT AAsf New Rating
Class C Notes XS3036075011 LT Asf New Rating
Class D Notes XS3036075367 LT BBB-sf New Rating
Class E Notes XS3036075524 LT BB-sf New Rating
Class F Notes XS3036075870 LT B-sf New Rating
Subordinated Notes XS3036076092 LT NRsf New Rating
Transaction Summary
AlbaCore Euro CLO VII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine and second-lien loans, and high-yield bonds.
Note proceeds have been used to fund a portfolio with a target par
of EUR400 million. The portfolio is actively managed by Albacore
Capital LLP. The collateralised loan obligation (CLO) has a
reinvestment period of around 4.5 years and a 7.5 year weighted
average life (WAL) test limit.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 24.2.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.4%.
Diversified Portfolio (Positive): Covenants ensure the asset
portfolio will not be exposed to excessive concentration. The
transaction has six Fitch test matrices, two effective at closing.
The closing matrices correspond to a 7.5-year WAL, a top 10 obligor
concentration limit at 20% and fixed-rate obligation limits at 5%
and 12.5%. It has two extended WAL matrices with the same top 10
obligors and fixed-rate asset limits and a WAL of 8.5 years.
It has two forward matrices with the same limits and a WAL of seven
years, effective six months after closing, provided the collateral
principal amount (defaults at Fitch-calculated collateral value) is
at least the target par and collateral quality tests are passing.
However, if the step-up condition is satisfied, the matrix switch
date will be 18 months from closing. The transaction also includes
various other concentration limits, including a maximum exposure to
the three-largest Fitch-defined industries at 40%.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by 12 months on the step-up date, a year after closing. The WAL
extension is subject to conditions including passing the collateral
quality and coverage tests and the collateral principal amount
(defaults at Fitch-calculated collateral value) being at least
equal to the reinvestment target par balance.
Portfolio Management (Neutral): The transaction has a reinvestment
period of about 4.5 years and includes reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Neutral): The WAL used for the stressed-cased
portfolio was 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period, including passing the over-collateralisation and Fitch
'CCC' limitation tests, and a WAL covenant that progressively steps
down over time, both before and after the end of the reinvestment
period. In Fitch's opinion, these conditions reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would have no impact on the class A to B notes but would lead to
downgrades of one notch to the class C to E notes and below 'B-sf'
for the class F notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high defaults and portfolio deterioration. he class B
to F notes have a rating cushion of up to three notches due to the
better metrics and shorter life of the current portfolio than the
stressed-case portfolio.
Should the cushion between the current portfolio and the
stressed-case portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
stressed-case portfolio would lead to downgrades of up to four
notches for the class A to D notes and below 'B-sf' for the class E
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the RDR and a 25% increase in the RRR across all
ratings of the stressed-case portfolio would lead to upgrades of up
to two notches for the rated notes, except for the 'AAAsf' rated
notes.
Upgrades, which are based on the stressed-case portfolio, may occur
during the reinvestment period on better-than-expected portfolio
credit quality and a shorter remaining WAL test, enabling the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. Upgrades, except of the 'AAAsf' notes, after the
end of the reinvestment period may result from stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Most of the underlying assets or risk presenting entities have
ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for AlbaCore Euro CLO
VII DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
ALBACORE EURO VII: S&P Assigns 'B-' Rating on Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to AlbaCore Euro CLO
VII DAC's class A-1A and A-1B loans and class A-1, A-2, B, C, D, E,
and F European cash flow notes. At closing, the issuer also issued
unrated subordinated notes.
Under the transaction documents, the rated loans and notes pay
quarterly interest unless there is a frequency switch event, upon
which the loans and notes will pay semiannually. The portfolio's
reinvestment period will end in November 2029.
This transaction has a 1.5 year non-call period and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The ratings assigned to the loans and notes reflect our assessment
of:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated loans and 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 2,683.36
Default rate dispersion 591.34
Weighted-average life (years) 4.74
Obligor diversity measure 147.52
Industry diversity measure 23.11
Regional diversity measure 1.20
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.25
Target 'AAA' weighted-average recovery (%) 36.87
Target weighted-average spread (net of floors; %) 3.73
Target weighted-average coupon (%) 3.88
Rating rationale
S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.67%), the
covenanted weighted-average coupon (4.40%), and the target weighted
average recovery rates at 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.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.
"Until the end of the reinvestment period on Nov. 20, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the loans and 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, as long as the initial ratings
are maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-1A and A-1B loans and class A-1 to F notes.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-1A and A-1B loans and
class A1 to E notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings list
Amount Credit
Class Rating* (mil. EUR) Interest rate (%)§ enhancement
(%)
A-1 AAA (sf) 84.00 3mE + 1.20 39.50
A-1A loan AAA (sf) 83.00 3mE + 1.20 39.50
A-1B loan AAA (sf) 75.00 3mE + 1.20 39.50
A-2 AAA (sf) 9.00 3mE + 1.55 37.25
B AA (sf) 40.00 3mE + 2.10 27.25
C A (sf) 24.50 3mE + 2.65 21.13
D BBB- (sf) 28.50 3mE + 3.70 14.00
E BB- (sf) 18.00 3mE + 6.00 9.50
F B- (sf) 12.00 3mE + 8.47 6.50
Sub NR 32.55 N/A N/A
*The ratings assigned to the class A-1A and A-1B loans and class
A-1, A-2, and B notes address timely interest and ultimate
principal payments. The ratings assigned to the class C, D, E, and
F notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable. 3
mE--Three-month Euro Interbank Offered Rate.
ARES EUROPEAN XXII: S&P Assigns Prelim. B- (sf) Rating on F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Ares
European CLO XXII DAC's class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.
The reinvestment period will be 4.49 years, while the non-call
period will be 1.50 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The preliminary 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 that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,846.88
Default rate dispersion 402.51
Weighted-average life (years) 4.46
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.49
Obligor diversity measure 165.28
Industry diversity measure 23.55
Regional diversity measure 1.14
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 188
Portfolio weighted-average rating derived
from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Target 'AAA' weighted-average recovery (%) 36.75
Actual weighted-average spread (net of floors; %) 3.77
Actual weighted-average coupon (%) 3.50
S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'.
"We expect the portfolio to be well-diversified on the closing
date, primarily comprising broadly syndicated speculative-grade
senior secured term loans and senior secured bonds. Therefore, we
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.
"In our cash flow analysis, we modeled the covenanted
weighted-average spread of 3.70%, the target weighted-average
coupon of 3.50%, the covenanted weighted-average recovery rate at
the 'AAA' rating level, and the target weighted-average recovery
rates at the other 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.
"Our preliminary ratings also reflect the payment of the class A
notes' make-whole amount when due and when the class A investor
condition is not satisfied as of the applicable redemption date.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"Under our structured finance sovereign risk criteria, we expect
the transaction's exposure to country risk to be sufficiently
mitigated at the assigned preliminary ratings.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher preliminary ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from the effective date, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings assigned to the notes."
The class A notes can withstand stresses commensurate with the
assigned preliminary rating.
S&P said, "For the class F notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower preliminary rating.
"However, we have applied our 'CCC' rating criteria, resulting in a
preliminary 'B- (sf)' rating on this class of notes."
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.
-- The preliminary portfolio's average credit quality, which is
similar to other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.74% (for a portfolio with a weighted-average
life of 4.49 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.49 years, which would result
in a target default rate of 13.92%.
-- 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 notes is commensurate with the
assigned preliminary 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class A, B-1, B-2, C, D, E, and F notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
"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. Accordingly, 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."
Ares European CLO XXII is a European cash flow CLO securitization
of a revolving pool, comprising euro-denominated senior secured
loans and bonds issued mainly by speculative-grade borrowers. Ares
Management Ltd. will manage the transaction.
Ratings list
Prelim. Prelim. amount Credit Indicative
Class rating* (mil. EUR) enhancement (%) interest rate§
A AAA (sf) 244.00 39.00 Three/six-month EURIBOR
plus 1.35%
B-1 AA (sf) 38.00 27.00 Three/six-month EURIBOR
plus 2.20%
B-2 AA (sf) 10.00 27.00 5.00%
C A (sf) 24.00 21.00 Three/six-month EURIBOR
plus 2.60%
D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 3.75%
E BB- (sf) 17.00 9.75 Three/six-month EURIBOR
plus 6.60%
F B- (sf) 13.00 6.50 Three/six-month EURIBOR
plus 9.00%
Sub NR 31.40 N/A N/A
*The preliminary ratings assigned to the class A, B-1, and B-2
notes address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class C, D, E, and F notes
address ultimate interest and principal payments.
§Solely for modeling purposes--the actual spreads may vary at
pricing. The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
AVOCA CLO XV: Fitch Assigns 'B-(EXP)sf' Rating on Class F-R-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XV DAC expected ratings. The
assignment of final ratings is contingent on the receipt of final
documents conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Avoca CLO XV DAC
X-R LT AAA(EXP)sf Expected Rating
A-1-R-R LT AAA(EXP)sf Expected Rating
A-2-R-R LT AAA(EXP)sf Expected Rating
B-R-R LT AA(EXP)sf Expected Rating
C-R-R LT A(EXP)sf Expected Rating
D-R-R LT BBB-(EXP)sf Expected Rating
E-R-R LT BB-(EXP)sf Expected Rating
F-R-R LT B-(EXP)sf Expected Rating
Transaction Summary
Avoca XV DAC DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem the existing notes except the subordinated
notes and to fund the portfolio with a target par of EUR410
million.
The portfolio is actively managed by KKR Credit Advisors (Ireland)
Unlimited Company. The collateralised loan obligation (CLO) will
have a 4.6-year reinvestment period and an 7.5 year weighted
average life test (WAL) at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 25.0.
High Recovery Expectations (Positive): At least 96% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 60.6%.
Diversified Asset Portfolio (Positive): The transaction will have a
concentration limit for the 10 largest obligors of 20%. The
transaction will also include various other concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio of 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction will have a
reinvestment period of about 4.6 years and include reinvestment
criteria similar to those of other European transactions. Fitch's
analysis is based on a stressed-case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL Fitch modelled is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged after the reinvestment period.
These include passing both the coverage tests and the Fitch 'CCC'
limit after the reinvestment period, as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate (RRR) by 25% at all ratings in the
current portfolio would have no impact on the class X-R through
A-2-R notes, lead to downgrades of one notch for the class B-R to
E-R notes and to below 'B-sf' for the class F-R notes. Downgrades
may occur if the build-up of the notes' credit enhancement
following amortisation does not compensate for a larger loss
expectation than initially assumed due to unexpectedly high levels
of defaults and portfolio deterioration.
Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio, the class B-R, D-R, E-R and F-R
notes each have a rating cushion of two notches, and the class C-R
notes have a cushion of one notch.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of four notches
each for the class A-2-R to D-RR debt, three notches for the class
A-1-R notes and to below 'B-sf' for the class E-R and F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A reduction of the RDR by 25% of the mean RDR and an increase in
the RRR by 25% at all ratings in the current portfolio would result
in upgrades of up to five notches for all notes, except for the
'AAAsf' rated notes.
During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades may result from stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Avoca CLO XV DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
AVOCA CLO XV: S&P Assigns B-(sf) Rating on Class F-R-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Avoca CLO XV
DAC's class X-R, A-1-R-R, A-2-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and
F-R-R notes. At closing, the issuer will have unrated subordinated
notes outstanding from the existing transaction.
This transaction is a reset of the already existing transaction,
which S&P Global Ratings did not rate. At closing, the existing
classes of notes will be fully redeemed with the proceeds from the
issuance of the replacement notes on the reset date.
The preliminary ratings assigned to Avoca CLO XV's reset notes
reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P weighted-average rating factor 2,847.32
Default rate dispersion 441.55
Weighted-average life (years) 4.06
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.59
Obligor diversity measure 176.98
Industry diversity measure 23.46
Regional diversity measure 1.18
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.46
Target 'AAA' weighted-average recovery (%) 37.06
Target weighted-average spread (net of floors; %) 3.70
Target weighted-average coupon (%) 4.12
Rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.6 years after
closing.
S&P said, "At closing, we expect the portfolio to be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior-secured term loans and senior-secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we modeled a target par of EUR410
million. Additionally, we modeled the covenanted weighted-average
spread (3.58%), the covenanted weighted-average coupon (3.90%), and
the target weighted-average recovery rates calculated in line with
our CLO criteria for all classes of notes. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Until the end of the reinvestment period on Jan. 15, 2030, the
collateral manager may substitute assets in the portfolio as 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 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.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned preliminary ratings.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our counterparty criteria.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"The CLO will be managed by KKR Credit Advisors (Ireland) Unlimited
Co., and the maximum potential rating on the liabilities is 'AAA'
under our operational risk criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the preliminary ratings
are commensurate with the available credit enhancement for the
class X-R to E-R-R notes. Our credit and cash flow analysis
indicates that the available credit enhancement for the class B-R-R
to E-R-R notes could withstand stresses commensurate with higher
ratings than those assigned. However, as the CLO will be in its
reinvestment phase starting from closing--during which the
transaction's credit risk profile could deteriorate--we have capped
our preliminary ratings on the notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class F-R-R notes could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria and assigned a rating of 'B- (sf)' rating
on this class of notes."
The ratings uplift for the class F-R-R notes reflects several key
factors, including:
-- The class F-R-R notes' available credit enhancement, which is
in the same range as that of other CLOs S&P has rated and that have
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 23.37% (for a portfolio with a weighted-average
life of 4.6 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.6 years, which would result
in a target default rate of 14.26%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
-- Following this analysis, S&P considers that the available
credit enhancement for the class F-R-R notes is commensurate with
the assigned 'B- (sf)' rating.
S&P said, "Given our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our
preliminary ratings are commensurate with the available credit
enhancement for all the rated classes of notes.
"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 X-R to E-R-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-R notes."
Environmental, social, and governance
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
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."
Avoca CLO XV DAC is a European cash flow CLO securitization of a
revolving pool, comprising mainly euro-denominated leveraged loans
and bonds. The transaction is a broadly syndicated CLO that will be
managed by KKR Credit Advisors (Ireland) Unlimited Co.
Ratings list
Prelim. Prelim. Amount Credit
Class rating* (mil. EUR) Interest rate§ enhancement
(%)
X-R AAA (sf) 4.10 3/6-month EURIBOR plus 1.00% N/A
A-1-R-R AAA (sf) 249.30 3/6-month EURIBOR plus 1.35% 39.20
A-2-R-R AAA (sf) 7.10 3/6-month EURIBOR plus 1.90% 37.46
B-R-R AA (sf) 38.60 3/6-month EURIBOR plus 2.25% 28.05
C-R-R A (sf) 24.50 3/6-month EURIBOR plus 2.60% 22.07
D-R-R BBB- (sf) 29.40 3/6-month EURIBOR plus 3.60% 14.90
E-R-R BB- (sf) 18.30 3/6-month EURIBOR plus 6.50% 10.44
F-R-R B- (sf) 16.20 3/6-month EURIBOR plus 9.25% 6.49
M-1 NR 24.60 N/A N/A
M-2 NR 28.50 N/A N/A
*The preliminary ratings assigned to the class X-R, A-1-R-R,
A-2-R-R, and B-R-R notes address timely interest and ultimate
principal payments. The preliminary ratings assigned to the class
C-R-R, D-R-R, E-R-R, and F-R-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.
GLENBROOK PARK: S&P Assigns B-(sf) Rating on Class F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Glenbrook Park
CLO DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer
has unrated Z-1, Z-2, and subordinated notes outstanding from the
existing transaction.
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 and S&P withdrew its
ratings on the original notes on the reset date.
The reinvestment period will be approximately 4.42 years, while the
noncall period will end 1.50 years after closing.
Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
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 that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which 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 2907.474
S&P Global Ratings' weighted-average rating factor
(excluding defaulted assets) 2,826.19
Default rate dispersion 491.12
Weighted-average life (years) 4.44
Obligor diversity measure 155.31
Industry diversity measure 20.82
Regional diversity measure 1.28
Transaction key metrics
Total par amount, including defaulted assets (mil. EUR) 353.00
Defaulted assets (mil. EUR) 4.00
Total par amount (mil. EUR) 349.00
Number of performing obligors 201
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%)
(excluding defaulted assets) 2.41
Target 'AAA' weighted-average recovery (%) 36.72
Target weighted-average spread (net of floors; %) 3.73
Target weighted-average coupon (%) 3.80
S&P's ratings reflect our assessment of the collateral portfolio's
credit quality, which has a weighted-average rating of 'B'.
S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.
"The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. Hence, in our cash flow analysis, we
assumed a starting collateral size of less than target par (i.e.,
the EUR350 million target par minus the EUR11 million maximum
reinvestment target par adjustment amount).
"In our cash flow analysis, we also modeled the target
weighted-average spread of 3.73%, the target weighted-average
coupon of 3.80%, and the targeted weighted-average recovery rates
at each rating level. 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 current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R, C-R, and D-R notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from the effective date, during which the transaction's
credit risk profile could deteriorate, we have capped our ratings
assigned to the notes."
The class A-R and E-R notes can withstand stresses commensurate
with the assigned ratings.
For the class F-R notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, S&P has applied its
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes.
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
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 22.62% (for a portfolio with a weighted-average
life of 4.4 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 4.4 years, which would result
in a target default rate of 13.64%.
-- 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 our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
ratings are commensurate with the available credit enhancement for
the class A-R, B-R, C-R, D-R, E-R, and F-R notes.
"In addition to our standard analysis, we have 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 or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings list
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-R AAA (sf) 217.00 38.00 Three/six-month EURIBOR
plus 1.43%
B-R AA (sf) 35.625 27.82 Three/six-month EURIBOR
plus 2.20%
C-R A (sf) 20.00 22.11 Three/six-month EURIBOR
plus 2.70%
D-R BBB- (sf) 25.00 14.96 Three/six-month EURIBOR
plus 4.00%
E-R BB- (sf) 15.50 10.54 Three/six-month EURIBOR
plus 6.35%
F-R B- (sf) 12.50 6.96 Three/six-month EURIBOR
plus 8.42%
Z-1 NR 30.675 N/A N/A
Z-2 NR 30.675 N/A N/A
Sub notes NR 30.675 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.
=========
I T A L Y
=========
CONCERIA PASUBIO: Moody's Alters Outlook on 'B2' CFR to Negative
----------------------------------------------------------------
Moody's Ratings has affirmed the B2 long-term corporate family
rating and the B2-PD probability of default rating of Conceria
Pasubio S.p.A. (Pasubio). Concurrently, Moody's affirmed the B2
instrument rating of Pasubio's senior secured notes. The outlook
was changed to negative from stable.
"The outlook change to negative reflects the company's elevated
gross leverage and the uncertainty around the company's ability to
improve its credit metrics amid the ongoing challenging
geopolitical and automotive sector environment," said Matthias
Heck, a Moody's Ratings Vice President – Senior Credit Officer
and Lead Analyst for Pasubio. "The affirmation of the B2 CFR
reflects the company's strong profitability and solid liquidity,
and Moody's expectations that Pasubio will be able to reduce
leverage towards 5.5x over the next 12-18 months following a
successful integration of acquisitions announced in May 2025,"
added Mr. Heck.
RATINGS RATIONALE
In 2024, Pasubio's net revenues declined by 8.5% to EUR329 million
driven by weak demand in luxury cars produced in Europe. Pasubio's
company-reported EBITDA remained stable at EUR53 million, supported
by a normalization of scrap rates in its production process.
However, on a Moody's-adjusted basis, EBITDA declined to EUR46
million because of high R&D investment and increased non-recurring
expenditure of around EUR7.2 million (EUR6 million in 2023), mostly
related to M&A activities and business development, which Moody's
don't adjust for. The decline in Moody's-adjusted EBITDA led to a
debt/EBITDA of 7.6x at the end of 2024, compared to 6.7x at the end
of 2023, which is currently too high for the B2 rating.
In May 2025, Pasubio announced two acquisitions in luxury leather
segment, which they will finance through a combination of debt and
equity. Moody's expects contribution from these acquisitions and
lower non-recurring expenses to improve the company's
Moody's-adjusted EBITDA. However, Moody's-adjusted gross leverage
will likely remain above 7x at the end of 2025, and only improve to
around 5.5x in 2026, the first year of fully consolidated earnings
of the acquired companies. Moody's leverage expectations
anticipated continued positive free cash flow generation in 2025
and 2026.
The B2 CFR is primarily supported by the company's (1) strong
position in the market for automotive premium leather solutions in
Europe as evidenced by its track record to secure new business over
the last years, namely Porsche and BMW, (2) its production
technology and efficiency improvement initiatives that have helped
Pasubio to generate a high single digit Moody's-adjusted EBIT
margin of 8.7% in 2024, a strong level compared to peers in the
auto supply industry, and also when considering the broader
universe of rated manufacturing companies, (3) its vertically
integrated business model that supports capturing profits along the
value chain, (4) the low capital intensity leading to a good Free
Cash Flow development, and (5) its good liquidity.
The B2 CFR of Pasubio is primarily constrained by the company's (1)
exposure to the cyclicality of the global automotive industry and
global trade tensions; (2) a competitive market environment for
leather solutions where Pasubio ranks among the top 10 players
globally, (3) the high exposure to raw materials like hides and
chemicals, which the supplier is challenged to fully pass through
to the OEM and could result in material volatility in profits, (4)
its limited scale and geographic diversification (Europe accounted
for 90% of sales in 2023), (5) a high customer concentration
towards premium and luxury OEMs and (6) its relatively high
leverage of 7.6x (on a Moody's-adjusted basis) in 2024.
RATIONALE FOR THE NEGATIVE OUTLOOK
The negative outlook reflects ongoing elevated gross leverage and
the uncertainty around the company's ability to reduce it to a
maximum of 5.5x within the next 12-18 months, amid the continued
challenging automotive industry environment.
LIQUIDITY
Pasubio's liquidity profile is solid and is underpinned by its cash
balance of EUR16 million as of December 2024 and EUR65 million of
available revolving credit facility maturing in April 2028. Moody's
also expects Pasubio to generate around EUR30 million funds from
operations over the next 12 months.
These cash sources, totaling to more than EUR110 million will
comfortably exceed cash uses for capex of around EUR15 million, day
to day working cash requirement of around EUR10 million and short
term debt maturities of EUR17 million. Moody's do not expect
material working capital expansion over the next 12 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider a downgrade if debt/EBITDA (Moody's
adjusted) failed to improve to a maximum of 5.5x, EBIT margins
(Moody's adjusted) remained below 10%, RCF / Net debt sustainably
remains below 5% or its liquidity profile to deteriorated, such as
due to negative free cash flows.
Conversely, Moody's would consider an upgrade should Pasubio reduce
its Debt/EBITDA (Moody's adjusted) below 4.5x sustainably, RCF /
Net Debt improved to above 15% and EBIT margins improved to the low
teens in percentage terms.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Automotive
Suppliers published in December 2024.
COMPANY PROFILE
Headquartered in Arzignano, Italy, Pasubio is one of the leading
suppliers of premium leather for the automotive industry producing
high-quality finished leather for seats, dashboards and steering
wheels, and other upholstering. Pasubio focuses on all segments of
the premium and luxury automotive market, and on high-quality
leather (full-grain and nappa) in particular. Pasubio is indirectly
owned by funds managed by the private equity firm PAI Partners.
In, 2024, Pasubio generated net revenues of EUR329 million and a
company reported EBITDA of EUR53 million. The company's sales are
highly concentrated on Europe, while Asia and North American
markets account for less than 10% each. In terms of applications,
around two thirds are being used for seats, and interiors and
steering wheels collectively account for around one quarter.
DEDALUS HEALTHCARE: S&P Affirms 'B-' ICR & Alters Outlook to Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit and
issue ratings on Dedalus Healthcare Systems Group and its debt and
revised its outlook to stable, from negative.
S&P said, "The stable outlook reflects our view that Dedalus'
improved cash collection and margins will translate into positive
FOCF after lease payments in 2025, as well as further deleveraging
and EBITDA cash interest coverage exceeding 1.5x. The stable
outlook also reflects our expectation that Dedalus will address its
2026-2027 debt maturities before year-end 2025.
"The outlook revision reflects our view that improved profitability
and normalized working capital collections will lead to ongoing
deleveraging and FOCF recovery in 2025 and 2026. We anticipate
Dedalus will continue to deleverage to about 10x in 2025 and close
to 9x in 2026 through EBITDA expansion. This will stem from
sustained revenue growth, significantly lower severance costs, and
overall margin expansion as Dedalus has refocused its operations on
more profitable products and geographies. Our forecast is supported
by Dedalus' recent track record, which saw a 283 basis point EBITDA
margin expansion in 2024 and subsequent deleveraging to 13.3x, from
17.1x in 2023 and 25.9x in 2022.
"We also believe the company is on track to generate positive FOCF
after leases in 2025. Following the pause in receivables collection
after the new enterprise resource planning rollout in 2022, cash
collection has now normalized, supporting our projection of
breakeven working capital changes in 2025, representing -2% of
revenues in 2026. We therefore expect FOCF after leases of about
EUR10 million in 2025, expanding further thereafter."
Dedalus' market leading position should help it capture strong
addressable market growth. The company's main addressable markets
are projected to grow by a compound annual growth rate of 8%-10%
between 2025 and 2028 on increased spending to digitalize
healthcare and reduce costs, with various government-budgeted
initiatives already in place. S&P believes the very low customer
churn of 1% due to the mission-critical nature of the company's
software and its no. 1 and 2 market positions across most verticals
position Dedalus well to capture market growth.
S&P said, "While we see rating headroom improving in the next two
years, we think the rating will be constrained by still-weak credit
metrics in 2026. This includes high leverage, which we forecast at
just over 9x (including the payment-in-kind [PIK] facility) and
limited FOCF generation, with FOCF to debt forecast to be 2%-3%.
"We expect Dedalus will refinance well ahead of its debt maturities
to support its liquidity position. Its liquidity will benefit from
improved cash flows in the next 12 months while the EUR311 million
PIK facility maturity extension to 2030 creates an additional
liquidity buffer in the longer term. Dedalus faces two significant
maturities in November 2026 when its EUR165 million revolving
credit facility (RCF), of which EUR15 million is currently drawn,
matures, and in May 2027 when its EUR1,225 million term loan B
(TLB) becomes due. We assume Dedalus will be able to address these
maturities by the end of this year.
"The stable outlook reflects our view that Dedalus' improved cash
collection and margins will translate into positive FOCF after
lease payments in 2025. We also foresee further deleveraging and
its EBITDA cash interest coverage exceeding 1.5x. The outlook also
reflects our expectation that Dedalus will address its 2026-2027
debt maturities before year end.
"We could lower the rating if Dedalus underperformed our base case
so that the capital structure became unsustainable. This could
include sustained negative FOCF, EBITDA cash interest coverage
remaining close to 1.0x, and increased leverage. We could also
lower the rating if the company's liquidity was under pressure due
to weak cash flow generation and further drawings under the RCF. We
could also lower the rating if Dedalus were unable to address its
debt maturities before year end.
"We think an upgrade is unlikely over the next 12 months
considering Dedalus' highly leveraged capital structure and
private-equity ownership. However, we could raise the rating by one
notch over the longer term if Dedalus significantly deleverages to
below 9x (7x excluding PIK), and FOCF to debt increases to 5% or
more on a sustained basis. An upgrade would also depend on Dedalus
addressing debt refinancing in a timely manner."
ESSELUNGA SPA: S&P Affirms 'BB+' ICR & Alters Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Esselunga SpA to negative
from stable and affirmed its 'BB+' long-term issuer credit rating
on the company.
S&P said, "The negative outlook reflects our concerns that, despite
a more benign consumer environment supporting revenue and EBITDA
generation, Esselunga may not be able to restore credit metrics to
a level that is commensurate with its current long-term rating, due
to negative FOCF generation and uncertainties around its
deleveraging path.
"Difficult trading conditions challenged Esselunga's revenue
generation in 2024, although we expect an improvement in 2025. In
2024, Esselunga reported net sales of about EUR9.2 billion,
compared to our previous expectations of EUR9.3 billion. Market
conditions for food retailers in continental Europe have been more
challenging than we had anticipated in 2024. Despite lower food
inflation and energy costs, food demand remained subdued,
triggering fierce price competition. This prompted Esselunga to
invest in higher promotional activity during the year, including
higher cash back initiatives proposed to customers, and longer
promotional sales periods to protect its market shares, but
affecting total sales and profitability. According to the company's
annual report, its average shelf prices declined by 0.2% through
the year, compared to a 0.5% increase in supplier's inflation,
affecting the gross margin. The company's revenue was also affected
by the unexpected closure of two superstores due to unforeseen
events: The store in Sesto Fiorentino closed due to a fire in June
2024 and reopened only in April 2025, and the store in Gessate,
which was closed due to flooding in May and reopened in September
2024. The store in Montecatini was also closed for renovations
during the year. We think that trading conditions should improve in
2025, thanks to lower unemployment and higher consumption rates in
Italy, and we forecast revenue to rise to EUR9.6 billion in 2025,
thanks to the ramp-up of store reopening and new additions,
supported by flat volumes and price increases in line with national
inflation levels."
In 2024, promotional activity and higher personnel costs affected
profitability more than anticipated, but Esselunga should be able
restore its EBITDA margin in 2025. In 2024, Esselunga's S&P Global
Ratings-adjusted EBITDA stood at EUR589 million, with a margin of
6.4%, lower than our previous expectations of EUR620 million and
6.7% respectively. Higher-than-expected promotional activity
significantly affected the group's profitability, which was already
challenged by various initiatives implemented to address the
concerns raised by the Italian prosecutor investigations in 2023,
later dismissed in July 2024 following the payment of disputed
amounts and various remedy actions. These included the hiring of
about 2,800 workers and the internalization of various functions,
including in logistics, processing, and production, previously
provided by third-party services companies and cooperatives. S&P
said, "Although the remediations represented a significant
operating hurdle for the group over the past two years, we
understand that these initiatives have been fully implemented and
the company should be able to adapt its business models to these
changes to gradually improve its profitability. Consequently, we
expect S&P Global Ratings-adjusted EBITDA to improve to about
EUR670 million and EBITDA margin to about 7% in 2025."
FOCF after leases will remain negative in 2025. In 2024, trade
working capital underwent a sudden acceleration as Esselunga had to
close trade payables before the integration of new employees and
changes to logistic and other service providers. S&P said, "This
caused a working capital outflow of about EUR62 million, compared
to our previous expectations of an inflow of EUR35 million. In
addition, 2024 capex increased to about EUR525 million, compared to
our previous expectations of EUR450 million, due to a stronger
development activity during the year, with new openings in Ravenna,
Treviglio, and Milan. This caused adjusted FOCF after leases to
turn negative by EUR213 million in 2024, which represents a
significant deviation from our previous expectations of positive
EUR56 million for the same year. Esselunga's level of capex to
revenue, which fluctuated between 4.1% and 5.7% over the last five
years, is significantly above the average of 2%-3% that we observe
for other rated food retailers in Europe. While capex hampers cash
flow generation, it also translates to direct ownership of the
great majority of stores. This means Esselunga faces limited rent
payments compared to peers and has a significant portfolio of real
estate assets, with a current book value of more than EUR3 billion,
which provides additional financial flexibility in case of need. In
2025, capex will remain elevated to finance new store openings,
while working capital will be affected by the closure of the Fidaty
loyalty program. Consequently, we expect Esselunga's FOCF after
leases to remain negative by about EUR120 million for the year."
S&P said, "We expect Esselunga to slightly deleverage in 2025 and
refinance its 2027 maturities in a timely manner. In 2024, our
adjusted debt increased to EUR2.3 billion, from EUR2.1 billion in
2023, reflecting the negative FOCF generation. Consequently, S&P
Global Ratings-adjusted leverage spiked to 4.0x, up from 3.1x in
2023. The company used revolving credit facilities (RCFs)'s
drawings and short-term bank loans to finance the elevated amount
of capex. While we forecast that the company will draw an
additional amount of about EUR80 million under its committed or
uncommitted credit lines in 2025, the improvement in profitability
should put Esselunga back on a deleveraging track and we expect S&P
Global Ratings-adjusted leverage to reduce to 3.7x in 2025. In
addition, Esselunga's EUR500 million unsecured notes and EUR775
million unsecured term loan will become due in 2027. We expect the
company to refinance its outstanding lines in a timely fashion.
The negative outlook reflects our concerns that, despite a more
benign consumer environment supporting revenue and EBITDA
generation in 2025, Esselunga may not be able to restore credit
metrics to a level that is commensurate with its current long-term
rating. We expect S&P Global Ratings-adjusted leverage at about
3.8x, funds from operations (FFO) to debt at about 23% in 2025 and
still negative FOCF after leases, limiting the group's rating
headroom."
S&P could lower the rating in the next 12 months if Esselunga
underperformed our base case and S&P Global Ratings-adjusted EBITDA
margin does not improve to about 7%, due to increased competition
or higher operating costs, such that:
-- Debt to EBITDA increases structurally to above 4.0x;
-- FFO to debt declined structurally below 20%; or
-- FOCF after leases deteriorates further compared to our current
forecasts.
S&P said, "In addition, we would lower our ratings on Esselunga if
the company does not refinance its upcoming maturities in a timely
fashion, leading to material refinancing risk.
"We could revise the outlook to stable if operating performance
improves in the next 12 months, such that S&P Global
Ratings-adjusted margin rebounds above 7% and Esselunga's credit
metrics return to a level commensurate to the current rating. This
implies debt to EBITDA of well below 4.0x, FFO to debt above 20%,
and FOCF after leases progressively recovering toward EUR100
million per year."
FEDRIGONI SPA: Moody's Assigns 'B3' CFR, Outlook Stable
-------------------------------------------------------
Moody's Ratings has assigned a B3 long-term corporate family rating
and a B3-PD probability of default rating to Fedrigoni S.p.A.
(Fedrigoni). Moody's have also downgraded instrument ratings on
Fiber Bidco S.p.A.'s (Fiber Bidco) backed senior secured notes to
B3 from B2. Following the reverse merger, all instrument ratings of
Fiber Bidco are transferred to Fedrigoni S.p.A. The outlook on
Fedrigoni is stable.
Concurrently, Moody's have withdrawn the B2 CFR and the B2-PD PDR
of Fiber Bidco. The outlook on Fiber Bidco before the withdrawal
was negative. Following the reverse merger that occurred on
December 4, 2024 when Fiber Bidco merged into Fedrigoni, Fedrigoni
S.p.A. became the surviving entity and the top entity of the
restricted group hence the reassignment of the CFR at that level.
RATINGS RATIONALE
The rating action reflects the company's weak credit metrics, with
Moody's adjusted gross leverage reaching 7.6x at the end of 2024,
pro-forma for the recent acquisitions including Poli-Tape and some
assets of Mohawk, a full consolidation of Tageos and the full
refinancing of the debt structure. This figure is significantly
higher than the 5x–6x range previously deemed appropriate for a
B2 rating. The ratio exceeded Moody's earlier forecast of 7x for
2024, as the company incurred over EUR316 million in additional
debt (Moody's adjusted) through refinancing and the
sale-and-leaseback transaction (EUR177 million), along with raising
nearly EUR140 million in other financial debt last year. Earnings
in 2024 were also weaker than expected, partly due to a soft
performance in the last quarter, where the company's adjusted
EBITDA fell by 13%, with a 29% decline in the Luxury Packaging
segment compared to Q4 2023.
Moody's anticipates moderate improvement in leverage over the
coming years, with the ratio decreasing to approximately 7x in 2025
and closer to 6x in 2026, assuming low single-digit volume growth,
broadly stable margins, and significantly lower exceptional costs.
However, there are downside risks to Moody's forecasts due to the
weakening macroeconomic environment, with potentially higher
inflation and reduced consumer spending negatively impacting the
company's Luxury Packaging segment in particular.
Nonetheless, Moody's believes Fedrigoni's adequate liquidity
position can offer a buffer against adverse scenarios. In the
absence of significant restructuring costs, Moody's expects
Fedrigoni to generate positive free cash flow, supported by decent
profitability, reduced interest expenses following last year's
refinancing, and assuming somewhat lower capital expenditures and
working capital over 2025/26 compared to 2024 levels. However, it's
important to note that Fedrigoni will need to utilize some of its
liquidity to cover the costs of winding down its Office Business in
2025, for which the company has included EUR28 million in its
adjusted debt calculation as of December 2024. Additionally, it
will need to finance the acquisition of an additional 18% stake in
Tageos, which would enable its full consolidation, even though
Fedrigoni would own approximately 68% of Tageos. Moody's believes
the company may ultimately aim to acquire the remaining stake in
the coming years and might consider further bolt-on acquisitions,
even though this is not currently a priority.
The B3 CFR is supported by (1) Fedrigoni's market-leading positions
in a number of premium niches; (2) diversification in terms of
sales, manufacturing footprint and end-markets; (3) tailwind from
the plastic to paper substitution and the growing sustainability
awareness; and (4) its relatively resilient underlying operating
performance, illustrated by fairly stable profitability, with
around 13-14% Moody's adjusted EBITDA margin over the last three
years.
However, the rating is constrained by (1) the company's high
Moody's-adjusted gross debt/EBITDA of around 7.2x in 2024,
pro-forma Tegeos and Poli-Tape acquisitions; (2) its exposure to
volatile input costs such as pulp, chemicals and energy; (3) a
track record of constant reinvestment of the cash generation over
the past four years, resulting in a negative Moody's adjusted free
cash flow; (4) EUR316 million PIK note outside the restricted
group, which increases the risk of re-leveraging of the restricted
group in the future; and (5) event risks associated with
private-equity ownership and further debt-funded acquisitions.
OUTLOOK
The stable outlook reflects Moody's expectations that Fedrigoni's
credit metrics will improve over the next 12-18 months, primarily
due to a reduction in exceptional items. However, Moody's adjusted
leverage is likely to remain close to 6.5x – 7x, as improvements
in underlying earnings are expected to be gradual amid a
challenging macroeconomic environment. This stable outlook also
depends on the company maintaining an adequate liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure could arise if:
-- Moody's adjusted gross debt/EBITDA is sustained below 6x;
-- Moody's adjusted EBITDA margin around mid-teens in percentage
terms;
-- Positive free cash flow generation on a sustained basis.
Conversely, negative rating pressure could arise if:
-- Liquidity deteriorates as a result of negative FCF, shareholder
distributions or M&A;
-- Moody's adjusted gross debt/EBITDA remains above 7x, without
expectation of significant improvement;
-- Moody's adjusted EBITDA margin declines below 10%;
-- Moody's adjusted EBITDA/Interest expense is sustained below
2x.
STRUCTURAL CONSIDERATIONS
In Moody's Loss Given Default (LGD) assessment, Moody's ranks pari
passu the EUR665 million 2030 and the EUR430 million 2031 senior
secured notes with the EUR180 million senior secured revolving
credit facility (RCF) maturing in October 2027 and other financial
debt. Although both the notes and the credit facilities are
secured, the strength of the security is relatively weak because it
essentially consists only of share pledges, material bank accounts
and certain intragroup receivables. However, upstream guarantees
are provided by all material group entities, and guarantor coverage
represents 80% of the group's consolidated EBITDA. Moody's assumed
a standard recovery rate of 50% because the covenant-lite package
consists of bonds and loans. The notes are thus rated in line with
the B3 CFR.
The capital structure also includes the EUR316 million of unrated
Pay-If-You-Can Toggle notes due in 2029, issued by Fiber Midco.
These instruments are located outside the restricted group and are
not guaranteed by, do not cross-default with and do not have any
creditor claim on the senior secured notes' restricted group and,
therefore, are not included in Moody's credit metrics' calculation.
However, Moody's considers the existence of PIK notes as an
indication of an aggressive financial policy and think that they
increase the risk of re-leveraging of the restricted group.
Fedrigoni may be willing to distribute dividends to service or to
repay PIK notes, especially as they approach maturity.
LIQUIDITY
Moody's views Fedrigoni's liquidity profile as adequate. This is
reflected in EUR182 million of cash and cash equivalents at the end
of December 2024, that were further complemented by the fully
undrawn EUR180 million RCF. The RCF contains a springing covenant
set at 7x senior secured net leverage (3.8x in 2024), tested
quarterly only when the facility is more than 40% drawn. The
company's liquidity position benefits from around EUR300 million
(December 2024) drawing under the non-recourse factoring program.
The B3 CFR assumes continued access to this factoring program. In
addition to 2030 and 2031 notes, the company has a sizeable amount
of other financial debt amounting to EUR209 million as of December
2024, of which EUR42 million is due in 2025.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Paper and
Forest Products published in August 2024.
PROFILE
Headquartered in Verona, Italy, Fedrigoni S.p.A. (Fedrigoni) is a
producer of specialty paper used in luxury packaging and of
self-adhesive labels. Through its 78 facilities including
production sites, cutting and distribution centers in 28 countries,
the group sells and distributes productions in 132 countries.
Fedrigoni generated around EUR1.9 billion revenue in 2024 and
employed approximately 6,000 people worldwide. Fedrigoni was
founded in 1888 and since July 2022 the company is owned by Bain
Capital and BC Partners, with each holding indirectly 45.6% stakes
while the remaining 8.8% are being held by management and minority
co-investors.
===================
L U X E M B O U R G
===================
CPI PROPERTY: S&P Affirms 'BB+' ICR on Reduced Leverage
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' rating on CPI Property Group
S.A., and its 'BB+' issue rating on the company's senior unsecured
debt instruments with a recovery rating of '3'. S&P also affirmed
its 'B+' issue rating on its subordinated debt.
The negative outlook continues to indicate that S&P could lower the
ratings over the next 6-12 months if CPI does not manage to execute
its deleveraging plan reducing its interest burden, operating
performance deteriorates further weighing on the company's interest
servicing capacity, or the company deviates from its deleveraging
path due to higher distribution than expected or debt-funded
acquisitions
Continued asset disposals, gross debt reduction, and stabilizing
asset values will contribute to decreasing leverage, partially
mitigating higher funding costs. The company successfully secured
EUR1.6 billion in gross disposal proceeds in 2024, which
contributed to reduce S&P Global Ratings-adjusted net debt to
EUR10.2 billion in 2024 from EUR11.1 billion at year-end 2023. As a
result, debt to EBITDA improved slightly to 15.1x as of Dec. 31,
2024, from 15.9x at year-end 2023. Similarly, despite another year
of asset devaluations of 1.8% on a like for like basis in 2024.
reported loan to value (LTV) improved to 49.6% as of Dec 31, 2024,
from 52.3% in 2023 which translates to a minor improvement in S&P
Global Ratings-adjusted debt-to-debt-plus-equity to 59.2% from
59.8% over the same period. S&P said, "We anticipate that the
company will be able to secure an additional EUR1.1 billion gross
disposal proceeds in 2025 and about EUR650 million per year in 2026
and 2027 in line with management's strategy of disposing lower
yielding assets and prioritizing net debt reduction to reduce
reported LTV closer to its long-term financial policy target of
40%. We understand the group has closed EUR200 million disposal
proceeds year to date and has signed, but not yet closed an
additional EUR200 million. We therefore expect net debt to reduce
further in 2025 to about EUR9.5 billion and close to EUR9.0 billion
in 2026. Despite EBITDA loss related to asset disposals, we expect
debt to EBITDA to improve to 14.0x-15.0x in 2025, and to
13.5x-14.5x in 2026 as we understand the company targets to sell
mainly lower yielding office assets, residential properties, and
non-yielding landbank to reduce leverage. Similarly, our
expectation of stabilizing asset values, in addition to overall
limited further yield expansion should also support LTV
improvement. We assume a slight negative portfolio revaluation of
about 1% in 2025, mainly due to negative valuation movements in
office and residential assets due to reduced cash flow growth
affecting office assets and potential further negative pricing
dynamics for CPI's residential asset portfolio. We assume flattish
valuations thereafter. Our expectation of deleveraging should
mitigate the increasing funding costs, therefore any potential
deviation from our deleveraging expectations will constrain the
company's interest servicing capacity beyond our base case."
High upcoming refinancing activity with about EUR1.2 billion debt
maturities in 2025 and 2026 and over EUR1.6 billion in 2027 coupled
with higher financing costs will weigh on average cost of debt and
the company's interest servicing capacity going forward. CPI's
average cost of debt increased to 3.5% in 2024 from 3.1% in 2023
because of more expensive financing raised in 2024 to refinance
part of its debt maturities. Supported by solid access to its
funding sources, the company raised close to EUR1.0 billion in new
bank loans in 2024; issued a EUR600 million green bond in May with
a coupon rate of 7%; and a EUR750 million green bond issuance in
September with a coupon rate of 6%; weighing on the company's
already high in interest burden. The EUR2.6 billion of bank loan
repayments and EUR864 million bond repayment, thanks to disposal
proceeds, resulted in a EUR1.1 billion reduction in gross debt
which contributed to partially mitigating the increase on average
cost of debt. While base rates are improving from their peak in
2023 as inflation in Europe softens, and credit spreads and bank
margins for real estate owners should support cheaper financing, it
remains costlier than gross debt to be refinanced. The weighted
average cost of maturing debt in 2025 and 2026 stands at 2.8%,
which remains below current financing costs for the group.
Therefore, S&P expects average cost of debt to increase further to
about 3.7%-3.8% over the next 12-24 months. S&P expects adjusted
interest expense to peak in 2025 at above EUR400 million (including
50% of hybrid payments), from EUR398.7 million in 2024, before
improving slightly in 2026 on the back of gross debt reduction. As
a result, alleviating the company's interest burden hinges on the
securing of additional asset disposals and further gross debt
reduction.
Like-for-like rental growth and a disciplined corporate cost base
will help mitigate income loss from asset sales, and economic
uncertainty, especially in Germany, where occupancy rates may see
further pressure and weigh on EBITDA generation. Rental income
growth slowed down to 3.0% on a like-for-like basis in 2024
compared to 7.9% in 2023. Softening inflation in 2024, weighed on
rental income growth as well as muted demand for CPI's office
assets. Rental income growth of CPI's office assets (representing
45% of total portfolio gross asset value [GAV]) stood at 1.6% on a
like-for-like basis, below inflation, as increasing vacancy, mainly
for its Berlin assets, weighed on rental growth. That said, solid
performance of its retail assets (27% of portfolio GAV), which
posted a 3.9% like-for-like increase in rents due to robust
consumption across CEE supporting retailer sales growth enabled CPI
to capture rental growth above indexation. The group's segment and
geographic diversity supports operating performance, with retail
and hotel resilient operating performance partially compensating
for another year of sluggish results of its office and residential
assets. Occupancy deteriorated slightly in its office assets to
88.6% in 2024 from 88.7% in 2023, and in its residential assets to
89.9% from 92.0%. The retail portfolio occupancy deteriorated
somewhat but remains close to full occupancy at 97.1% in 2024 from
97.5%. While occupancy deteriorated across CPI's three main
segments, overall occupancy remained overall stable at 92.1% year
on year, due to changes in scope following disposals. Despite the
positive like-for-like growth performance in 2024 and stable
occupancy, rental income lost due to disposals completed in 2023
and 2024 totaling EUR2.5 billion resulted in S&P Global
Ratings-adjusted EBITDA decreasing to EUR673.1 million in 2024 from
EUR695.1 million in 2023. This in turn affected EBITDA interest
coverage, which deteriorated further to 1.7x in 2024 from 1.8x in
2023 because of shrinking EBITDA base and increasing interest
burden. S&P said, "We forecast overall group's like-for-like rental
income growth to decrease to about 1.5%-2.0% in 2025 and in 2026
due to uncertain macroeconomic environment and lower business
confidence weighing on the performance of CPI's office portfolio,
with occupancy remaining around 88%-89% over the next 12-24 months.
We expect the contribution of resilient operating performance from
its good quality retail portfolio and no further deterioration of
its residential asset base in Czech Republic, to partially offset
the subdued rental income growth expectations for its office
portfolio. Coupled with our disposal assumptions, we expect EBITDA
to decrease further in 2025 to about EUR645 million-EUR655 million
and to EUR635 million-EUR645 million in 2026. As a result, we
forecast EBITDA interest coverage to deteriorate further in 2025 to
1.6x-1.7x as the interest burden peaks. We expect only a slight
improvement in EBITDA interest coverage in 2026 remaining at about
1.6x-1.7x. Therefore, we have revised down our financial risk
profile assessment to aggressive from significant."
S&P said, "CPI's relatively solid position within the current
financial risk category, track record of asset disposals execution,
and large diversified asset portfolio is reflected by our overall
rating assessment. Compared to other rated peers in the same
financial risk profile category, CPI's debt-to-debt-plus-equity
ratio is lower, at 59.2% as of Dec. 31, 2024, and we expect it to
improve as a result of asset disposals secured year to date and the
company's commitment to deleveraging. S&P said, "We view the
company's approach and financial policy target of 40% LTV as
positive, and we understand the company remains committed to
restore metrics in line with its financial policy. While we
understand the group wants to further simplify its structure
following the S Immo AG squeeze out, the company no longer
considers a fast squeeze out of CPI Europe or a merger of CPI
Europe into CPI Property Group as it would require significant cash
outflows deviating from the current deleveraging path. We
understand the company is analyzing other possibilities to further
progress on group structure simplification improving cash
accessibility across the group and reducing cash flow leakage. We
will closely monitor the situation as current metrics headroom is
limited and potential cash outflows related to further corporate
simplification could affect this. We recognize CPI's sizable and
geographically well diversified portfolio of properties worth about
EUR18.2 billion, which underpins cash flow resilience and
stability, compares positively to peers in the 'BB' category."
Moderate debt maturities over the next 12 months of EUR374 million,
recently refinanced EUR400 million revolving credit facility (RCF)
as well as expected asset disposal proceeds, support the groups
liquidity profile in the short term despite limited accessibility
of cash at CPI's fully controlled subsidiary CPI Europe. Large cash
balances of close to EUR1.1 billion as of year-end 2024; the
signing of a new EUR400 million RCF with a three-year maturity,
which replaces the existing EUR700 million RCF maturing in January
2026; and low upcoming debt maturities of EUR374 million over the
next 12 months support CPI's liquidity profile. The company faces
significant debt maturities in 2026 with over EUR1.0 billion and in
2027 close to EUR1.7 billion. S&P expects the company to
progressively reduce the debt maturity walls of 2026 and 2027 with
proceeds from disposals, partially mitigating refinancing risk
going forward. Similarly, proven access to capital markets, as
demonstrated in 2024 with the issuance of EUR1.35 billion in green
bonds as well as access to bank loan financing supports the
company's liquidity profile."
The negative outlook indicates that S&P could lower its ratings on
CPI in the next 6-12 months if CPI fails to execute its
deleveraging plan in a timely manner, with its reported LTV
approaching its financial policy of 40%.
S&P could also lower the issuer credit rating if CPI fails to
maintain adequate liquidity buffers, such that upcoming debt
maturities are not refinanced in a timely manner or undrawn
available credit facilities are not secured sufficiently in
advance.
S&P could lower its rating on CPI if:
-- The company fails to maintain a comfortable liquidity buffer;
-- The debt-to-debt-plus-equity ratio increases to 60% or higher;
-- EBITDA interest coverage deteriorates to well below 1.8x; or
-- Debt to annualized EBITDA deviates materially from S&P's base
case.
This could happen if CPI does not execute its asset disposal plan,
operating performance deteriorates such that occupancy continues
deteriorating resulting in lower rental income growth, records
portfolio devaluations beyond our forecasts, or faces funding
conditions worse than our expectations.
S&P said, "We could also take a negative rating action if
unexpected events weaken creditworthiness, such that available cash
is not used to lower leverage in favor share buybacks larger than
our forecast, provisions of shareholder loans, acquisitions
involving future debt repayments to its main shareholder."
S&P could revise the outlook to stable if the company restores its
credit metrics, with:
-- Debt-to-debt-plus-equity ratio below 60%;
-- EBITDA interest coverage close to 1.8x; and
-- Debt to annualized EBITDA in line with its base case.
Revising the outlook to stable is also contingent on CPI's
financial discipline, including adherence to its publicly stated
financial policy of 40% LTV, and whether it limits shareholder
remuneration via shareholder loans, dividends, or share
repurchases. It is also contingent on the company maintaining an
adequate liquidity buffer to cover its upcoming debt maturities.
EOS FINCO: S&P Upgrades LT ICR to 'CCC+' on Improved Liquidity
--------------------------------------------------------------
S&P Global Ratings revised its long-term issuer credit rating on
Eos Finco (Netceed) to 'CCC+' from 'SD' (selective default). The
outlook is negative. S&P also revised the issue level ratings on
the term loans to 'CCC+' and the recovery rating has been lowered
to '4' (45%) from '3' (55%).
S&P said, "The negative outlook reflects our view that if operating
performance is weaker than our expectations, this could exhaust its
liquidity sources or increase the likelihood that the company could
complete another debt restructuring transaction.
"Our rating reflects our view that the amendments to the credit
agreement should provide Netceed with sufficient liquidity to cover
its uses over the next 12 months by providing the company support
to execute on its strategy. We view the agreed upon amendment to
the credit agreement by lenders positively, as it improves the
company's near-term liquidity position. The liquidity supportive
measures include a deferral of the principal amortization under the
U.S. dollar term loan tranche and interest payments for all term
loans and revolving facilities from June 30, 2025, until Dec. 31,
2025 (second quarter to fourth quarter in fiscal 2025). Those
payments will be repaid on a cashless basis by issuing new roll-up
senior term and revolving facilities that rank pari passu and match
the maturity profile of the pre-existing revolving facilities
(2028) and term loans (2029). We forecast the interest and
amortization in payment-in-kind for three quarters will save the
company about $150 million of cash payments otherwise due in 2025.
Combined with a cash balance of EUR67 million at the end of March
2025 (about EUR61 million at the end of April), we estimate that
sources of funds should be sufficient to cover the company's
projected uses of cash over the next 12 months. The EUR70 million
factoring facility, which has about 50% available, should further
help to manage its working capital and we note that the company
remained current on its obligations to trade creditors throughout.
The company has received further lender support as part of the
amendment to create a super senior basket of up to $150 million.
While this is uncommitted and hence not included in our liquidity
analysis, we view this as a strong sign of lender and sponsor
support should liquidity sources need to be enhanced by year end.
As such, it provides further upside to the near-term liquidity
profile of Netceed and helps management in executing on its
strategy by navigating the business in a still challenging market
environment.
"Our view on market uncertainty and headwinds for Netceed's key end
markets remain, however, the volatile macroeconomic environment
does not support a meaningful improvement in operating performance.
We anticipate continued demanding market conditions for Netceed
during 2025, because of the ongoing challenges with its largest
customer Altice and a lower demand environment on the back of
weaker macroeconomic conditions and a more challenging funding
environment that delays decision making and capital allocations.
Furthermore, we expect further delays from the Broadband Equity,
Access, and Deployment program due to the new administration in the
U.S. adding uncertainty and that may consider alternative options
apart from fiber deployment such as satellite broadband. Therefore,
we forecast the combination of declining business with Altice and a
volatile market environment will result in negative organic revenue
growth of about 10%, with S&P Global Ratings-adjusted EBITDA
falling significantly short of EUR100 million due to top-line
weakness and anticipated one-off costs linked to restructuring
activities. Despite these headwinds, we expect some positive
developments from Netceed's sales initiatives and focus on new
verticals such as data centers and growth with tier-1 clients in
geographies such as the U.S. or Germany where fiber remains
underpenetrated. Free operating cash flow (FOCF) is forecast to be
negative at about EUR30 million as it benefits from about $150
million of rolled-up interest and amortization payments for nine
months despite the ongoing softness in operating performance. In
our base case, we assume that any tariffs on procured materials
from China into the U.S. are passed on to clients. However, the
effects are still uncertain and expose Netceed to potentially
EBITDA margin compression if the company would be unable to pass on
those costs to its clients and higher working capital requirements
partially funded via its existing factoring program of EUR70
million that is not yet fully utilized.
"In 2026, we anticipate that headwinds from the existing Altice
relationship will become less meaningful, with organic revenue
growth of up to 5% year over year coming from new contract wins,
demand for connectivity solutions in the energy market due to the
ongoing investments into the energy transition in Europe, and an
increasing share of revenues from data center distribution
services. We also expect moderate EBITDA expansion due to revenue
growth as well as lower one-off restructuring-related costs,
although we expect S&P Global Ratings-adjusted EBITDA to remain
below EUR100 million. As a result, we also forecast FOCF to be
about negative EUR150 million given interest payments of about $180
million will resume. We acknowledge, however, that the Company
remains actively engaged in discussions with its stakeholders
regarding liquidity and debt service obligations. Funds from
operations (FFO) cash interest coverage is expected to remain
significantly below 1.0x, while we also expect that the springing
covenant set at 9.8x (tested when RCF drawings exceed 40%) is prone
to breach once testing resumes after Dec. 31, 2025. However, we
think that revolving facility lenders will likely waive the
requirement for this financial covenant test given the presently
strong lender support indicated by the successfully agreed credit
amendment, the RCF may be fully or partially repaid from proceeds
raised through the additional super senior facility created as part
of the amendment, or an equity injection cure provided by the
sponsor.
"We think that the risk of a near-term liquidity crisis has
decreased, however, we continue to view the company's capital
structure as unsustainable due to the high interest burden that
will resume in 2026 and the continued challenging market
conditions. Under our base-case assumptions, Netceed's liquidity
may become strained beyond the next 12 months without new sources
of capital or further liquidity enhancing transactions, absent
improvement in the operating trading environment. We based this on
our expectation that the company will generate significantly
negative FOCF over the next two to three years.
"Therefore, we think the company relies on more favorable business
and financial conditions to meet its financial commitments beyond
the next 12 months. We think that the high interest burden of about
$180 million in 2026 will bring back liquidity pressure for Netceed
and likely exhaust the sources of cash to cover the company's
forecast uses, despite an anticipated moderate improvement in
operating performance from 2026.
"The negative outlook reflects our view that weaker operating
performance relative to our expectations could exhaust its
liquidity sources or increase the likelihood that the company could
complete another debt restructuring transaction.
"We could lower our rating if operating performance remains
subdued, leading to continuous significantly negative FOCF and a
further deterioration on liquidity creating a near-term liquidity
crisis; or if we see a heightened risk of default, including debt
exchange offers or similar restructurings that we consider to be
distressed exchanges.
"We could revise the outlook to stable if Netceed overperforms our
projections and demonstrates a path to sustained improvement in
FOCF and an improving liquidity and covenant position."
=====================
N E T H E R L A N D S
=====================
TRIVIUM PACKAGING: Moody's Rates New Secured First Lien Notes 'B2'
------------------------------------------------------------------
Moody's Ratings has assigned B2 ratings to the proposed minimum
EUR500 million and $700 million backed senior secured first lien
notes due 2030 and a Caa2 rating to the $700 million backed senior
secured second lien notes due 2030, all issued by Trivium Packaging
Finance B.V., a subsidiary of Trivium Packaging B.V. (Trivium or
the company).
Proceeds from the notes, together with minimum EUR500 million
senior secured term loan B issued by Trivium Packaging Finance
B.V., will be used to refinance the existing debt, to fund general
corporate purposes and to pay the transaction fees. As a part of
the refinancing transaction, Trivium is extending its $330 million
asset-based lending loan (ABL) facility to 2030 from 2027.
The B2 rating on the existing fixed and floating rate backed senior
secured notes due 2026 and on the Caa2 rating on the backed senior
unsecured notes due 2027 will be withdrawn following their
repayment.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
RATINGS RATIONALE
The proposed refinancing is slightly credit negative for Trivium.
The company is timely addressing its 2026-2027 debt maturities, in
a two-part transaction, with a marginal increase in leverage, as
adjusted by us but unadjusted for metal revaluation, which remains
elevated at around 7.0x based on LTM March 2025 EBITDA, but within
the guidance for the B3 long term corporate family rating (CFR)
assigned to Trivium. However, the transaction will lead to higher
interest costs, hampering the company's interest and cash flow
cover ratios. As a result, Trivium is more weakly positioned in the
B3 rating category.
The B3 rating remains supported by the stability of Trivium's
operating performance. Since the first rating assignment, the
company delivered a broadly stable Moody's adjusted EBITDA,
excluding the effect of metal revaluation, despite external shocks
such as the pandemic, input cost inflation and customer destocking.
Trivium's performance was supported by its value creation program,
which entailed high restructuring costs. Nevertheless, the company
generated positive free cash flow (FCF), except in 2022. During
2022-2024, Trivium has also invested $219 million in new facilities
to increase capacity to match customer demand or win new
contracts.
Trivium will likely benefit from past growth investments and
restructuring activities with an anticipated modest increase in
Moody's adjusted EBITDA to approximately $490 million by 2026
compared to $456 million in 2024, allowing for limited
deleveraging. This will be driven by low single-digit volume
growth, the achievement of cost savings and reduced restructuring
costs. Additionally, the company is expected to generate marginally
positive FCF due to lower growth capital expenditures, which will
offset higher interest expenses resulting from the proposed
refinancing transaction. However, there are downside risks to
Moody's forecasts driven by the potential for temporary negative
impact from US tariffs on steel and aluminum, key raw materials for
Trivium.
The B3 CFR continues to reflect the commoditised nature of most of
Trivium's products; limited organic growth prospects due to its
presence in mature end-markets; a relatively concentrated customer
base, which has exhibited consolidation trends historically,
although mitigated by long-standing relationships and multiyear
supply agreements; and its exposure to fluctuations in raw
materials (primarily aluminum and steel) and input prices, largely
offset by contractual pass-through clauses in most contracts, as
well as currency fluctuations.
The B3 rating is supported by the company's large scale in the
relatively consolidated non-beverage can metal packaging industry,
its leading market positions in substantially all sub-segments of
this industry in most geographies where it operates, and its
geographically diversified and well-invested footprint.
LIQUIDITY
Trivium's liquidity profile is adequate for the next 12 to 18 month
needs. Its liquidity is supported by $104 million of cash on
balance sheet at close; and full availability under the new $330
million ABL facility due 2030; and funds from operations (FFO) of
$150 million per annum. These sources are considered sufficient to
cover seasonal fluctuations in working capital and capital
expenditures of $130 million per annum including leases of $30
million.
The ABL facility includes a minimum fixed coverage ratio of 1.0x,
which will be tested on a quarterly basis when its availability
reduces below 10%. Moody's expects that the company will maintain
ample capacity under its covenant.
STRUCTURAL CONSIDERATIONS
Trivium's B3-PD probability of default rating is aligned with the
B3 CFR based on a 50% recovery rate, which is typical for
transactions that include both bonds and bank debt.
The B2 rating assigned to the senior secured first lien notes
issued by Trivium Packaging Finance B.V., a subsidiary of Trivium,
is in line with the B2 rating assigned to the senior secured term
loan B (TLB) issued by Trivium Packaging Finance B.V., because they
rank pari passu, and is one notch above the CFR, reflecting the
presence of the senior secured second lien notes in the company's
capital structure. Accordingly, the rating assigned to the senior
secured second lien notes is Caa2.
The senior secured TLB and the senior secured first lien notes will
be secured on a first-ranking basis by all non-ABL collateral,
mainly consisting of stocks and certain assets, while the senior
second lien secured notes will be secured on a second-ranking
basis.
The notes will be guaranteed by the parent and the subsidiaries
representing 82% of the total assets and 86% of the group adjusted
EBITDA as of March 31, 2025.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects Moody's expectations that Trivium's
operating performance will remain resilient in an uncertain
macroeconomic environment. The outlook also incorporates Moody's
assumptions that the company will continue to generate positive FCF
and maintain adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive pressure on the rating could arise from sustained EBITDA
growth, such that Trivium's Moody's-adjusted debt/EBITDA remains
below 6.5x, along with positive FCF, on a sustained basis.
Negative pressure on the rating could arise if the company's
operating performance deteriorates; its Moody's-adjusted
debt/EBITDA increases above 7.5x; its FCF turns negative, or
liquidity weakens.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
April 2025.
COMPANY PROFILE
Trivium is a leading supplier of infinitely-recyclable metal
packaging solutions. Its products mainly include metal packaging in
the form of cans and aerosol containers, and serve a broad range of
end use markets including food, personal care and homecare. In
2024, Trivium had 49 facilities, located in 18 countries and had
approximately 7,400 employees. In 2024, the company generated
revenue of $3 billion and EBITDA of $456 million as adjusted by
Moody's.
Trivium is majority owned by an entity controlled by Ontario
Teachers Pension Plan (OTPP) with a 58% share, while Ardagh Group
S.A. holds the remaining 42%.
===============
P O R T U G A L
===============
EDP SA: S&P Rates Subordinated Hybrid Capital Instrument 'BB+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the dated,
optionally deferrable, and subordinated hybrid capital instrument
to be issued by EDP S.A. (BBB/Stable/A-2). S&P anticipates that,
after issuance, the portfolio of hybrids with intermediate equity
content may equal up to about 11%-13% of the company's
capitalization of about EUR40 billion (estimated at year-end
2024).
EDP is proposing to issue a benchmark size, junior, subordinated,
hybrid security to fully refinance its EUR750 million hybrid
instrument with a first call date falling in May 2026 and first
reset date in August 2026; the new instrument's first call date in
November 2031, with a first reset date in February, 2032.
S&P said, "The proposed instrument is expected to have intermediate
equity content until its first reset date, which we understand will
fall no sooner than six years and nine months from issuance. From
the first reset date, the remaining term until the effective
maturity of the instrument will be no less than 20 years. In line
with our hybrid criteria, the instrument would however be eligible
for intermediate equity content for longer if the issuer credit
rating were to fall into the 'BB' category or lower.
"The proposed instrument meets our criteria in terms of its ability
to absorb losses or conserve cash if needed, through optional
interest deferability. The proceeds will be used to fully replace
EDP's outstanding hybrid instrument, which has a first call date in
May 2026 and no equity content. As such, we expect that, following
the transaction, the group's portfolio of hybrids with intermediate
equity content will increase by an amount equivalent to the new
issue."
S&P derives its 'BB+' issue rating on the proposed instrument by
deducting two notches from our 'BBB' long-term issuer credit rating
on EDP, namely:
-- A one-notch deduction for subordination because the rating on
EDP is at 'BBB' or higher; and
-- A one-notch deduction to reflect payment flexibility, since the
deferral of interest is optional.
S&P said, "The number of notches deducted from the issuer credit
rating reflects our view that the issuer is unlikely to defer
interest. Should our view change, we could increase the number of
notches we deduct to derive the rating on the hybrid.
"To reflect our view of the proposed instrument's intermediate
equity content, we allocate 50% of the related payments on the
instrument as a fixed charge, and 50% as equivalent to a common
dividend, in line with our hybrid capital criteria. The 50%
treatment of principal and accrued interest also applies to our
adjustment of debt."
EDP can redeem the instrument for cash on any date in the three
months before the reset date, and on every interest payment date
thereafter. Although the proposed instrument is long-dated, the
company can call it at any time for events that are external or
remote (such as a change in tax treatment, tax gross-up, rating
agency treatment, accounting treatment, change of control, or a
clean-up call). In S&P's view, the statement of intent, combined
with EDP's commitment to reducing leverage, mitigates the group's
ability to repurchase the instrument in the open market.
In addition, EDP has the ability to call the instrument any time
before the first call date at a make-whole premium. S&P said, "It
has stated its intention not to redeem the instrument during this
make-whole period, and we do not think this type of clause makes it
any more likely that EDP will do so. Based on the premium of
make-whole redemption to par, we do not view it as a call feature
in our analysis of the company's hybrids, although it is referred
to as a make-whole call clause in the hybrid documentation."
S&P said, "We understand that the interest on the proposed
instrument will increase by 25 basis points (bps) five years after
the first reset date. It will then increase by an additional 75 bps
on the second step-up date, 20 years after the first reset date,
independently of the issuer credit rating level. We view any
step-up above 25 bps as presenting an incentive to redeem the
instrument, and therefore treat the date of the second step-up as
the instrument's effective maturity."
Key factors in S&P's assessment of the instrument's deferability
S&P said, "In our view, the issuer's option to defer payment on the
proposed instrument is discretionary. This means it may elect not
to pay accrued interest on an interest payment date because doing
so is not an event of default. However, EDP will have to settle any
deferred interest payment outstanding in cash if it declares or
pays an equity dividend or interest on equally ranking instrument
and it redeems or repurchases shares or an equally ranking
instrument. We see this as a negative factor. Still, this condition
remains acceptable under our methodology because, once the issuer
has settled the deferred amount, it can still choose to defer on
the next interest payment date."
Key factors in S&P's assessment of the instrument's subordination
The proposed instrument (and coupons) constitutes a direct,
unsecured, and subordinated obligation of EDP, ranking senior to
its common shares.
===========
S W E D E N
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DOMETIC GROUP: Moody's Lowers CFR to Ba3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings has downgraded to Ba3 from Ba2 the long term
corporate family rating and to Ba3-PD from Ba2-PD the probability
of default rating of Swedish mobile leisure products manufacturer
Dometic Group AB (Dometic or the group). Concurrently, Moody's
downgraded to Ba3 from Ba2 the instrument ratings on the group's
3.0% EUR300 million and 2.0% EUR300 million senior unsecured bonds
due 2026 and 2028, respectively. The outlook has been changed to
stable from negative.
RATINGS RATIONALE
The downgrade of Dometic's ratings to Ba3 follows the group's
continued weak operating performance and credit metrics, which
remain below Moody's requirements for the previous Ba2 rating
category. While Moody's positively recognize management's portfolio
and cost reduction initiatives, a short term recovery of Dometic's
financial performance is viewed as unlikely in the context of a
challenging macroeconomic environment.
Dometic's weakening operating performance in the first quarter of
2025 (Q1 2025), due to ongoing sluggish demand, prompted further
year-over-year (yoy) declining sales in all business segments,
including the original equipment, distribution and service and
aftermarket sales channels. While group net sales decreased by
10.7% in Q1 2025 yoy, Dometic's EBITA margin narrowed to 10.4% from
11.6% in the same period of the prior year. On a Moody's adjusted
basis, the group's EBITA margin reduced to 6.5% for last 12 months
(LTM) ended March 2025, or 11.5% excluding SEK1.2 billion one-off
cost booked in Q4-24 related to a new global restructuring program.
The program encompasses portfolio changes and structural cost
reductions and should yield annual savings of SEK750 million, to be
fully achieved by the end of 2026, according to management. That
said, Moody's expects market conditions to remain difficult over
the coming quarters amid slowing global economic growth in 2025 and
continued dampened consumer sentiment, while downside risks from
intensified trade tensions in the US and China are significant,
adding a high degree of uncertainty. Against this backdrop, Moody's
sees limited potential for Dometic's financial performance and its
credit metrics to strengthen to adequate levels for its previous
Ba2 rating over the next 12 months. Following a sustained decline
in sales and earnings and only moderate debt repayments in the last
two years, Dometic's leverage remains high with a Moody's adjusted
gross debt to EBITDA ratio that further increased to 7.7x as of LTM
March 2025 (or 5.2x excluding restructuring costs), from 7.1x in
fiscal year 2024. The measure currently exceeds Moody's defined
4.75x maximum guidance for a Ba3 rating, which Moody's expects the
group to achieve in 2026 only, supported by growing profits, mainly
owing to implemented restructuring and slowly recovering volumes
next year, as well as assumed debt repayments with available excess
cash.
Dometic's positive free cash flow (FCF) generation in the last two
years, supported by significant inventory reductions, underlines
its continued very strong liquidity and lower net leverage (4.0x as
of LTM Q1 2025, excluding restructuring costs), which is
incorporated in the stable outlook. Moody's forecasts the group's
Moody's adjusted FCF to remain clearly positive also in 2025 and
2026, albeit well below the SEK1.7 billion in 2024 due to
restructuring payments and lower working capital reductions.
Moody's further assumes capital spending at about 2% of sales and
lower dividend payments in line with the group's payout target of
40% of adjusted net income.
Moody's financial policy assessment for Dometic remains unchanged,
predicated on an assumed continued de-leveraging focus towards
reducing the reported net leverage to 2.5x (3.1x in 2024), no
material acquisitions and measured stance towards shareholder
distributions.
Further credit strengths reflected in Dometic's ratings are the
favourable long-term trends of outdoor living, leisure and mobility
activities and its operational track record of turning its leading
market positions into high profitability, with an average
Moody's-adjusted EBITA margin of over 12% in the last five years.
The ratings also incorporate the group's reduced exposure to the
recreational vehicle (RV) original equipment (OE) market, which
accounted for 20% of group sales in 2024, compared with around 50%
in 2017.
Other factors that continue to constrain the ratings relate to
Dometic's 40% sales exposure to original equipment manufacturers
(OEM) of RVs, boats, and commercial and passenger vehicles (CPVs)
in 2024; exposure to foreign currency effects (mainly
translational) due to a significant portion of revenue being
generated in currencies other than the group's functional currency
Swedish krona.
LIQUIDITY
Moody's regards Dometic's liquidity as very good. As of 31 March
2025, the group had SEK4.3 billion of cash and cash equivalents and
its committed EUR280 million revolving credit facility (RCF,
maturing in 2028) was fully available. These cash sources and
Moody's forecasts of over SEK2.0 billion annual operating cash flow
significantly exceed the group's basic cash needs over the next 12
months, including SEK0.8 billion short-term debt maturities,
capital spending of around SEK0.8 billion (Moody's-adjusted,
including lease liability payments) and SEK0.4 billion dividend
payments.
Moody's further expects Dometic to maintain adequate capacity under
its (net leverage and interest cover) financial covenants over the
next 12 months.
Moody's understands that management targets to divest certain
businesses with annual net sales of SEK1.5 to SEK3.0 billion in the
coming quarters. While Moody's do not incorporate any cash proceeds
in Moody's assessments, these would help further bolster Dometic's
liquidity and near-term de-leveraging capacity.
OUTLOOK
The stable outlook rests on Moody's expectations that Dometic's
currently weak credit metrics will recover towards Moody's defined
ranges for a Ba3 rating over the next 12-18 months at the latest,
including a Moody's adjusted EBITA margin of at least 10% and
leverage of 4.75x debt/EBITDA or lower, supported by both profit
growth and debt repayments with expected positive FCF and available
cash on hand. The stable outlook further assumes that Dometic's
liquidity will remain at least good and its financial policy
focused on de-leveraging.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade of the ratings, if Dometic's
Moody's adjusted EBITA-margin recovers sustainably to at least 13%,
Moody's adjusted debt/EBITDA decreased to below 4.0x, Moody's
adjusted FCF/debt remained at 5% or above, and if the group
maintains at least good liquidity.
Moody's would consider downgrading the ratings, if Dometic's
Moody's adjusted EBITA margin remains sustainably below 10%,
Moody's adjusted debt/EBITDA continues to exceed 4.75x through
2026, Moody's adjusted FCF/debt decreased to the low single digits
in percentage terms, or if its liquidity started to weaken.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing
published in September 2021.
COMPANY PROFILE
Dometic Group AB (Dometic), headquartered in Solna, Sweden, is a
leading global manufacturer of various products in the areas of
Food & Beverage, Climate, Power & Control and Other Applications.
Dometic operates in the Americas, EMEA and Asia Pacific, providing
products for use in recreational vehicles, trucks and premium cars,
pleasure and workboats, and for a variety of other uses. The group
manufactures its products across 22 manufacturing and assembly
sites in 11 countries under various brands, including its core
Dometic and other supporting brands.
In the 12 months through March 2025, Dometic generated revenue of
about SEK24 billion and reported EBITDA before items affecting
comparability of SEK3.4 billion (14.2% margin). The group is listed
on the Stockholm Stock Exchange with a market cap of around EUR1
billion as of May 14, 2025.
=====================
S W I T Z E R L A N D
=====================
DUFRY ONE: Moody's Rates New EUR500MM Senior Unsecured Notes 'Ba2'
------------------------------------------------------------------
Moody's Ratings has assigned a Ba2 rating to Dufry One B.V.'s
proposed seven-year EUR500 million backed senior unsecured notes.
The Ba2 ratings on Dufry's existing backed senior unsecured
obligations are unaffected and so are the Ba2 corporate family
rating (CFR) and Ba2-PD probability of default rating (PDR) of
ultimate parent, global travel retail leader Avolta AG. The outlook
on both entities is also unaffected at stable.
The rating action reflects Dufry's planned issuance of senior
unsecured notes up to EUR500 million, the proceeds of which will be
used to refinance CHF300 million backed senior unsecured notes
maturing in April 2026 and partly repay borrowings under a EUR2.4
billion senior unsecured revolving credit facility.
RATINGS RATIONALE
The proposed notes are senior unsecured obligations of the issuer,
are guaranteed by parent companies including ultimate parent Avolta
AG (Avolta, Ba2 stable) and rank pari passu with the issuer's and
the broader group's other debt obligations. As a result, the
proposed notes' Ba2 rating is in line with Avolta's CFR and Dufry's
existing Ba2 backed senior unsecured ratings.
Avolta's Ba2 corporate family rating (CFR) reflects its global
leadership in travel retail and food and beverage, with broad
geographic and product diversification. Large exposure to less
discretionary travel food and beverage offers a degree of revenue
stability while long-term growth in air passenger traffic supports
demand. Avolta has a track record of organic growth and stable
profitability and Moody's expects continued growth up to around a
mid-single digit percentage annually. In the short-term, Moody's
considers risks to demand in the context of a volatile macro
environment, with limited visibility into the second half of 2025.
More generally, macroeconomic downturns, geopolitical events and
health concerns can lead to a drop in sales. Avolta also has
exposure to the risk of nonrenewal on its concession contracts and
to emerging market currency volatility. Through continued EBITDA
expansion, Moody's expects the company will continue to reduce
Moody's-adjusted gross debt/EBITDA from a relatively high level of
around 4x in 2024. It corresponds to a management-defined net
leverage of 2.1x, broadly in line with the company's target of
1.5x-2.0x. Moody's expects that Avolta will continue to generate
solidly positive Moody's-adjusted free cash flow (after dividend
payments) of at least CHF300 million per annum.
RATING OUTLOOK
The stable outlook reflects Moody's expectations of ongoing organic
revenue and EBITDA growth, underpinned by steadily increasing air
passenger traffic globally. Further, the stable outlook assumes
deleveraging to below 4.0x Moody's-adjusted debt/EBITDA in the
short-term and materially positive FCF generation (after lease
repayments and all dividend distributions).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade Avolta AG's ratings if:
-- Successful renewal of concession contracts on an ongoing basis,
organic revenue growth and at least stable Moody's-EBITDA margin,
and
-- Moody's-adjusted gross debt/EBITDA sustainably declines toward
3.0x, and
-- Positive free cash flow (FCF, after interest and dividends) and
retained cash flow/net debt sustainably above 20%, and
-- Good liquidity and debt maturities addressed in a timely
manner.
Conversely, downward pressure on Avolta AG's ratings could
materialise if:
-- Revenue and EBITDA reduce on an organic basis, or
-- Moody's-adjusted leverage remains above 4x on a sustainable
basis, or
-- FCF becomes negative and retained cash flow/net debt reduces
sustainably below 15%, liquidity weakens or refinancing risk
increases, or
-- More aggressive financial policy, including debt-funded
acquisitions or higher shareholder distributions jeopardising
positive cash generation.
The principal methodology used in this rating was Retail and
Apparel published in November 2023.
COMPANY PROFILE
Headquartered in Basel, Switzerland, Avolta is the leading global
travel retailer. The company is present in 70 countries and
operates over 5,187 outlets, mostly in airports (350 locations,
around 80% of sales). Avolta had revenue of CHF13.7 billion in 2024
and is listed on the Swiss Stock Exchange with a market
capitalisation of CHF6.5 billion as of May 19, 2025.
===========
T U R K E Y
===========
CIMKO CIMENTO: Fitch Assigns 'B+' LongTerm IDRs, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Cimko Cimento ve Beton San. ve Tic A.Ş.
first time Long-Term Foreign-Currency (LTFC) and Long-Term
Local-Currency Issuer Default Ratings (IDRs) of 'B+'. The Outlooks
on both ratings are Stable.
Fitch has also assigned Cimko's USD300 million senior unsecured,
five-year notes a 'B+' rating, aligned with the LTFC IDR. The
Recovery Rating is 'RR4'. The assignment of the final ratings
reflects the expected completion of refinancing of all
prior-ranking debt at operating companies and follows final
documentation conforming to the drafts reviewed by Fitch.
Cimko's rating is constrained by its small size and limited
geographic diversification. Its new capital structure relies
heavily on a single fixed-income instrument, reducing funding
diversification and increasing FX risks. Rating strengths are its
healthy profitability, ability to pass on costs to customers,
strong market position in ready-mix concrete and cement production
in Turkiye, and expected free cash flow (FCF) generation.
Key Rating Drivers
Limited Geographic Diversification: Çimko's revenue concentration
on Turkiye limits its operating environment assessment. A high
concentration of domestic market sales (about 90% at end-2024)
constrains the business profile, and Fitch expects this to continue
in the medium term due to strong local market demand. Çimko is
primarily exposed to the highly cyclical new-build construction
end-markets, with a heavy presence in Turkiye's regions that were
hit by the earthquake in February 2023.
Scale Constrains Business Profile: Çimko's business profile is
sustainable, but weaker than those of most of its rated EMEA peers.
Çimko is among the top five companies in the fragmented Turkish
cement market. It has a strong cost position in its domestic market
but remains smaller and less geographically diversified than other
larger Fitch-rated peers. It also has a weaker EMEA market position
despite producing some specialty products such as cement for the
exploration and production industry.
Limited Visibility of Parent Group: Çimko is directly and
indirectly fully owned by Sanko Holding A.S. Fitch has limited
visibility on Sanko, but Fitch assumes its credit profile is weaker
than that of Cimko. Çimko's debt financing is separate from its
parent, and under the proposed bond documentation there are no
cross-guarantees or cross-default provisions. Restricted payment
definitions in the documentation also limit future related-party
transactions.
Insulating Proposed Covenants: Çimko's cash flow has ring-fencing
mechanisms whereby a fixed-charge coverage covenant and net
leverage covenant limit its ability to increase leverage; these
also limit dividends paid to the parent. Fitch views Çimko's legal
ring-fencing as 'insulated' under its Parent and Subsidiary Rating
Linkage Criteria, supporting a standalone rating approach.
Strong Profitability: Çimko's Fitch-adjusted EBITDA margin was
high compared with some of its peers' at 27% in 2024, supported by
ample orders from the Turkish construction industry. Fitch expects
its EBITDA margins to be stable over 2025-2028, as Çimko's strong
ready-mix market share in the earthquake-affected Turkish regions
allows it to maintain moderate pricing power. Fitch expects
Fitch-adjusted EBITDA margins to improve marginally in 2025-2028,
due to the company's integration of Adana port and the expansion of
solar power plants, reaching 30% by 2028.
Adana Port Acquisition: Çimko acquired Adana port from within the
Sanko group in October 2024, enhancing its export and import
operations and marginally diversifying its income streams. Its US
dollar revenues provide some natural hedge against FX movements and
enhance supply-chain control. Nonetheless, revenue and EBITDA
contribution remain limited, at less than 10% on average of the
company's total until 2027.
Refinancing Leverage-Neutral: Fitch expects the proposed bond to
have a minor impact on leverage as Çimko intends to use most of
the proceeds to repay existing debt, it will use the rest to
pre-fund expansionary capex in 2025. Fitch-calculated EBITDA
leverage was 2.7x at end-2024, and Fitch forecasts this metric,
after its refinancing, to gradually decline to less than 2.5x by
end-2028 on higher EBITDA. However, the new capital structure will
rely heavily on a single fixed-income instrument, which reduces
funding diversification and results in FX and long-term refinancing
risks.
Positive FCF: Fitch expects the FCF margin will turn positive by
end 2025, as the company's expansionary capex and dividends are
largely discretionary. However, the Turkish market faces
substantial risks, including hyperinflation. Cash flow and
working-capital management will depend on Cimko's continued ability
to pass on rising costs in a timely manner.
Peer Analysis
Çimko's business profile is constrained by its small scale,
similar to 'B' category peers such as Limak Cimento Sanayi Ve
Ticaret Anonim Sirketi (B+/Stable). Its revenue base is
significantly smaller than those of larger rated peers such as
Holcim Ltd (BBB+/Stable), CRH plc (BBB+/Stable), and CEMEX, S.A.B.
de C.V. (BBB-/Stable), which have stronger market positions and
broader production networks. Çimko's operations are concentrated
in the domestic market, unlike peers such as Titan Cement
International S.A. (BB+/Stable), which has diversified revenue
streams in multiple countries including the US, Greece, and
Turkiye.
Çimko has robust profit margins despite its limited size,
supported by a strong cost position. Çimko's financial structure,
after its refinancing, will be broadly similar to Limak's, but less
robust than those of CRH and Holcim. Cimko has less financial
flexibility due to tight liquidity with no access to committed
credit facilities, and it has a large FX exposure.
Key Assumptions
- Revenue to increase by an average of 14% annually in Turkish lira
for 2025-2028, reflecting higher sales volumes
- Improving EBITDA margin to 30% by end-2028, reflecting the
ramp-up of solar plants and port operations
- Capex broadly in line with the management forecasts at about 7%
of revenue
- Fitch-assumed dividends well within covenanted levels, leaving
FCF moderately positive
- No M&As
- Remaining senior secured debt of USD12 million after refinance
Recovery Analysis
- The recovery analysis assumes that Cimko would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated.
- Fitch used an administrative claim of 10%, in line with the
industry median and peer group.
- Fitch translated the recovery analysis into US dollars from
Turkish lira (using its year-end exchange rate for 2024) as the
capital structure is primarily in US dollars.
- Fitch assumes a GC EBITDA of USD140 million. This reflects a
post-reorganisation EBITDA in Turkiye's challenging market
environment and high inflation, leading to declining demand and
lower-than-expected sold volumes.
- Fitch applied an enterprise value multiple of 4.5x to the GC
EBITDA to calculate a post-reorganisation enterprise value, given
Cimko's strong market position in Turkiye and strong cost position.
However, this multiple is constrained by the lack of geographical
diversification, as production and revenue are concentrated in
Turkiye.
- The waterfall analysis is based on the new pro forma capital
structure, consisting of secured project loans at Cimko's solar
plants, which Fitch expects to be about USD12 million, after
refinancing, a senior unsecured USD300 million Eurobond and other
bank credit facilities of USD210 million.
- These assumptions result in a recovery rate for the senior
unsecured instrument within the 'RR3' range, but its assessment of
governance in Turkiye constrains this to 'RR4', corresponding to a
LTFC IDR of 'B+'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A deterioration in Turkiye's economic environment and general
market conditions leading to EBITDA gross leverage above 3.5x on a
sustained basis
- Neutral FCF generation
- Lack of ring-fencing (e.g. cash extraction leading to higher
leverage) and tighter links with parent
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved geographical market diversification
- EBITDA gross leverage below 2.5x on a sustained basis, supported
by a consistent financial policy
- Sustainable FCF margins of at least 5%
Liquidity and Debt Structure
Fitch views Cimko's liquidity after refinancing as adequate. Fitch
expects total debt to reach about USD430 million equivalent by
end-2025, following the refinancing of USD235 million of existing
debt balances and additional outstanding debt repayment.
Fitch expects debt after refinancing to be almost entirely US
dollar denominated (about 96%), led by long-term debt with an
extended maturity profile.
Issuer Profile
Çimko is one of the largest cement producers in Turkiye. The
company's product portfolio includes clinker, various cement types
such as grey, oil-well, and low-alkali cement, and ready-mix
concrete.
Date of Relevant Committee
08-May-2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Cimko Cimento
ve Beton San.
ve Tic A.S. LT IDR B+ New Rating B+(EXP)
LC LT IDR B+ New Rating B+(EXP)
senior
unsecured LT B+ New Rating RR4 B+(EXP)
TAV HAVALIMANLARI: S&P Upgrades ICR to 'BB', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on TAV
Havalimanlari Holding A.S. (TAV or the group) to 'BB' from 'BB-'
and its issue rating on TAV's 8.5% $400 million senior unsecured
notes due 2028 by one notch to 'BB-'.
The stable outlook reflects S&P's expectation that the group will
continue its growth trajectory, with FFO to debt comfortably above
10% and positive FOCF, while maintaining sound liquidity to manage
its capex plan and future debt maturities.
The successful refinancing of Antalya Airport's EUR2.2 billion
bridge facility, which was due in September 2025, through a new
EUR2.5 billion multi-tranche amortizing facility, eases liquidity
pressure on TAV, which owns 50% of the airport.
The group, which operates a portfolio of airports across Turkiye,
Kazakhstan, Georgia, North Macedonia, and Tunisia, continues to
perform solidly, with traffic growth up 4.5% in the first four
months of this year, after serving about 91 million passengers in
2024 (excluding Medinah and Zagreb which are equity affiliates).
The successful refinancing of Antalya's Airport debt maturity
alleviates liquidity pressure on TAV. Despite uncertain market
conditions, TAV effectively managed the refinancing of the bridge
facility of approximately EUR2.2 billion, due in September 2025.
This facility was 50% guaranteed by TAV, consistent with its
ownership stake in Antalya Airport. The refinancing was achieved
through a multi-tranche debt facility totaling EUR2.5 billion, with
70%-90% of the interest hedged, depending on the period. The
gradual amortization of this debt will begin in 2027 and extend
over 13.0 years to 13.5 years. This financing was provided by a
diversified pool of multilateral and commercial banks. The debt was
raised to cofinance the upfront payment required for the new
airport concession, which spans from January 2027 to December 2051,
as well as for investments in terminal and airside expansions
amounting to EUR810 million, completed in April 2025. Antalya
Airport, which served 38.3 million passengers and generated EBITDA
of EUR368 million in 2024, is a flagship asset within TAV's
portfolio. TAV co-owns this asset with Germany-based Fraport AG,
reflecting its significance. Consequently, S&P incorporates 50% of
this asset into our adjusted metrics for TAV, highlighting both its
importance and the financial ties between TAV and Antalya Airport.
TAV benefits from favorable traffic-growth prospects, supported by
foreign leisure traffic and attractive foreign exchange rate for
passengers to Turkiye from hard-currency countries. S&P said, "We
forecast passengers within TAV's portfolio will surpass 93 million
in 2025 (excluding Madinah and Zagreb airports, which are equity
affiliates), up 2.5% from 91.3 million in 2024, followed by
1.5%-2.0% annual traffic growth in 2026-2029. We consider these
forecasts prudent, factoring in some degree of uncertainty amid
current weaker macroeconomic forecasts in Europe and global
geopolitical headwinds. Nevertheless, we regard as positive that
TAV's airports have limited exposure to U.S. traffic, and
depreciation of the Turkish lira continues to make leisure
destinations served by TAV attractive, with Germany, Russia, and
the U.K. the largest sources of inbound passengers. The group
posted 4.5% traffic growth in the first four months of 2025
(excluding Madinah and Zagreb), following 10.8% annual growth in
2024. Due to the seasonality of air traffic, with about 40% from
international travelers, which is more profitable than domestic
routes and concentrated in the third quarter of the year, the
summer months tend to provide a better indication of the annual
trend for 2025. In any case, we see the completion of terminal
expansions at Almaty, Antalya, and Ankara, as supporting of traffic
growth and higher nonaviation revenue."
S&P said, "We anticipate TAV can maintain FFO to debt higher than
10% on a sustainable basis. Alongside traffic growth, we expect
tariff increases in certain concessions and the completion of large
investments to support stronger credit metrics at TAV and positive
FOCF in the future. Specifically, we project that FFO to debt will
strengthen to 11%-12% in 2025-2026 from 10.9% in 2024. The group's
guidance for 2025 includes a net debt to EBITDA ratio declining to
2.5x-3.0x in 2025 from 3.52x in 2024, which corresponds to S&P
Global Ratings-adjusted metrics of 4.5x-5.0x. In 2027, we
anticipate some weakening in credit metrics, reflecting the
maturity of the Georgian airports concession, which generated about
EUR100 million of EBITDA in 2024 and is debt free; and the start of
the new Antalya Airport concession. This is because we consider the
fixed, annual concession payments akin to lease obligations; we
reflect these as a EUR900 million debt adjustment in our metrics.
Nevertheless, we expect business growth to restore the company's
FFO-to-debt ratio to more than 10% from 2028, also reflecting that
airport business services (such as handling, catering, and lounge
services) will continue to generate about 15%-20% of S&P Global
Ratings-adjusted total EBITDA.
"We expect FOCF will remain positive, despite some additional
investments planned at Almaty, and that the group's EBITDA margin
will remain relatively stable. Following the completion of
significant investments at Antalya and Ankara in 2023-2024
(totaling approximately EUR1 billion) and the construction of a new
terminal at Almaty airport for EUR226 million, the next major
capital expenditure (capex) plan involves airside investments at
Almaty (EUR300 million), spread over 2025-2029. We have accounted
for this in our updated forecasts, although we do not incorporate
any significant tariff increase that could further support
long-term metrics, pending visibility over the outcome of the
negotiation with airlines. We expect EBITDA margins to stay
relatively flat, supported by 75% of total revenue being generated
in hard currency versus 45% of operating costs, despite high
inflation in Turkiye and depreciation of its local currency.
Nevertheless, the group remains still exposed to gaps between
inflation trends and foreign exchange fluctuations.
"We have therefore revised our assessment of TAV's SACP to 'bb-'
from 'b+' and continue to add one notch of uplift for extraordinary
group support from AdP, which holds a majority 46% stake. The
stronger credit quality stems from a combination of improved credit
metrics and better liquidity, which we view as adequate after
refinancing of Antalya Airport's debt. We view TAV as a moderately
important subsidiary of AdP (A-/Stable/--) that plays a significant
role in the group's international strategy. Historically, TAV has
received flexible shareholder support, particularly for
acquisitions, and we believe that being part of AdP group provides
some credit benefit to TAV.
"We believe the airports' geographic diversification and the
predominance of hard currency revenue generation support the rating
at the level of our 'BB' transfer and convertibility (T&C)
assessment on Turkiye. We estimate that about 55%-60% of TAV's
adjusted EBITDA will continue to be generated from operations in
Turkiye, followed by Kazakhstan and Georgia, each contributing
about 15%. As a result, we assess the relevant sovereign rating as
the blended weighted average on those three countries, which is
currently one notch above the sovereign rating on Turkiye
(BB-/Stable/B). Also, because TAV's SACP is below our 'BB' T&C
assessment on Turkiye, we factor in an additional one notch of
uplift for group support. TAV has demonstrated the ability to
maintain sizeable cash reserves in offshore accounts and benefits
from a significant share of revenue in hard currency (about 75%,
including revenue indexed or pegged to hard currencies). This is an
important credit consideration, since TAV's consolidated debt is
denominated in hard currency. Following the refinancing of Antalya
Airport's debt, we view the group's debt maturities as manageable;
the $400 million senior unsecured notes issued by TAV's holding
company is due in 2028, and we expect it to be refinanced well in
advance of the maturity date.
"The stable outlook reflects our expectation that TAV will continue
its growth trajectory and maintain S&P Global Ratings-adjusted FFO
to debt comfortably above 10% and positive FOCF generation. We
expect the group can successfully execute its capex plan, while
proactively managing its liquidity and refinancing needs.
"We could take a negative rating action if TAV was unable to
maintain credit metrics commensurate with the 'BB' rating, if there
was a negative sovereign rating action, or if the group was unable
to manage its capex plan and refinancing needs with a sufficient
liquidity buffer."
This could materialize, for example, if:
-- Larger capex, acquisitions, or significantly weaker traffic
than currently anticipated were to depress FFO to debt
substantially below 10% or result in significant negative FOCF;
-- The T&C assessment or the sovereign rating on Turkiye were
lowered by one notch; or
-- The group was not proactively managing its liquidity, capex,
and refinancing needs, or did not maintain sufficient offshore
account reserves to mitigate exposure to the Turkish lira.
S&P sees rating upside as unlikely at this stage.
S&P said, "Absent changes in our T&C assessment on Turkiye, TAV's
SACP would need to strengthen by at least two notches to 'bb+' to
trigger a positive rating action, which we consider unlikely given
our current forecasts. This is because we cannot apply notches for
extraordinary group support to rate a company above the T&C.
An upgrade could also stem from a combination of TAV improving its
SACP by one notch to 'bb', a sovereign upgrade on Turkiye, and an
upward revision of the T&C assessment. Still, the outlook on the
sovereign rating is currently stable and we see an improvement of
the SACP as unlikely under current forecasts."
===========================
U N I T E D K I N G D O M
===========================
79TH COMMERCIAL: Kroll Named as Administrators
----------------------------------------------
79th Commercial Three Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Court Number: CR-2025-002713, and
Andrew Gordon Stoneman, Robert William Goodhew, and Jeremy Woodside
of Kroll (Gibraltar) Ltd were appointed as administrators on May
16, 2025.
79th Commercial is into service activities.
Its registered office and principal trading address is a tBrook
House, Southport Business Park, Wight Moss Way, Southport,
Merseyside, PR8 4HQ.
The joint administrators can be reached at:
Andrew Gordon Stoneman
Kroll (Gibraltar) Ltd
2nd Floor, Montarik House
Bedlam Court
Gibraltar GX11 1AA
-- and --
Robert William Goodhew
Kroll Advisory Ltd
The Shard
32 London Bridge Street
London, SE1 9SG
-- and --
Jeremy Woodside
Quantuma Advisory Limited
6th Floor, The Lexicon
10-12 Mount Street
Manchester M2 5NT
For further details, contact:
The Joint Administrators
Tel: 020 3051 7303
Alternative contact:
Luke Bancroft
Tel: 020 3051 7303
Email: 79thgroup@Kroll.com
BLETCHLEY PARK 2025-1: Moody's Assigns (P)Caa3 Rating on X2 Notes
-----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to Notes to be
issued by Bletchley Park Funding 2025-1 PLC:
GBP[ ]M Class A Mortgage Backed Floating Rate Notes due January
2070, Assigned (P)Aaa (sf)
GBP[ ]M Class B Mortgage Backed Floating Rate Notes due January
2070, Assigned (P)Aa3 (sf)
GBP[ ]M Class C Mortgage Backed Floating Rate Notes due January
2070, Assigned (P)A2 (sf)
GBP[ ]M Class D Mortgage Backed Floating Rate Notes due January
2070, Assigned (P)Baa2 (sf)
GBP[ ]M Class E Mortgage Backed Floating Rate Notes due January
2070, Assigned (P)Ba1 (sf)
GBP[ ]M Class X1 Floating Rate Notes due January 2070, Assigned
(P)B3 (sf)
GBP[ ]M Class X2 Floating Rate Notes due January 2070, Assigned
(P)Caa3 (sf)
Moody's have not assigned ratings to the GBP[ ]M Class J VFN Notes
due January 2070 and the Residual Certificates.
RATINGS RATIONALE
The Notes are backed by a static portfolio pool of UK buy-to-let
loans originated by Quantum Mortgages Limited. The portfolio
consists of 1,144 mortgage loans with a current balance of GBP274.7
million as of April 30, 2025 pool cut-off date.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
The transaction benefits from a liquidity reserve fund sized at
1.4% of the Classes A and B notes, which will amortise to the lower
of, the initial amount and 2% of the outstanding principal balance
of the Class A and B notes. The liquidity reserve fund will be
available to cover senior fees and costs, and Class A and B
interest. Following the Class B notes redemption, all amounts
standing to the credit of the liquidity reserve fund will be
applied as available principal receipts. All excess amounts of the
liquidity reserve will be released into the principal waterfall and
provide an additional CE to Classes A to E notes in the
transaction.
BCMGlobal Mortgage Services Limited is the servicer and Citibank,
N.A., London Branch (Aa3(cr) / P-1(cr)) is the cash manager in the
transaction. In order to mitigate the operational risk, CSC Capital
Markets UK Limited will act as the back-up servicer facilitator. To
ensure payment continuity over the transaction's lifetime the
transaction documents incorporate estimation language whereby the
cash manager can use the three most recent servicer reports to
determine the cash allocation in case no servicer report is
available.
Additionally, there is an interest rate risk mismatch between the
99.6% of loans in the pool that are fixed rate and revert to Bank
of England Base Rate (BBR) plus a margin, and the Notes which are
floating rate securities with reference to compounded daily SONIA.
To mitigate this mismatch there will be a fixed-floating scheduled
amortisation swap provided by NatWest Markets Plc (A1(cr) /
P-1(cr)). The collateral trigger is set at loss of A3(cr) and the
transfer trigger at loss of Baa3(cr).
Moody's determined the portfolio lifetime expected loss of 1.6% and
MILAN Stressed Loss of 14.1% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expects the portfolio to suffer in
the event of a severe recession scenario. Expected loss and MILAN
Stressed Loss are parameters used by us to calibrate its lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.
Portfolio expected loss of 1.6%: This is higher than the UK
buy-to-let RMBS sector average and is based on Moody's assessments
of the lifetime loss expectation for the pool taking into account:
(1) the portfolio characteristics, including a weighted-average
current LTV of 73.6%; (2) the collateral performance of originated
loans to date; (3) benchmarking with comparable transactions in the
UK BTL market; and (4) the current macroeconomic environment in the
UK.
MILAN Stressed Loss of 14.1%: This is higher than the UK buy-to-let
RMBS sector average and follows Moody's assessments of the
loan-by-loan information taking into account the following key
drivers: (1) the portfolio characteristics including the
weighted-average current LTV of 73.6% for the pool; (2) portfolio
with 97.5% interest-only, 51.0% HMO/MUFB loans and 13.7% of top 20
borrower concentration; and (3) benchmarking with comparable
transactions in the UK BTL market.
The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:
Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.
Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.
CASTELL PLC 2025-1: S&P Assigns B+ Rating on Class F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Castell 2025-1
PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X1-Dfrd
notes. At closing, Castell 2025-1 also issued unrated class G, H,
and X2 notes, as well as RC1 and RC2 residual certificates.
Of the loans in the pool, 99.9% were originated in the past two
years by UK Mortgage Lending Ltd., which is wholly owned by Pepper
Money (PMB) Ltd.
Prefunding of loans of up to 15% of the collateralized notes
balance will take place up to the second interest payment date
(IPD) using prefunding reserves plus up to GBP5 million of
principal collections received on the first IPD. If these loans are
not purchased, any unused prefunding amount will pay down the
collateralized notes pro rata, while the unused principal
collections will pay the class A notes.
The assets backing the notes are U.K. second-lien mortgage loans.
S&P said, "Although 13.0% of the loans are advanced to near-prime
borrowers on the "Optimum+" product, we consider the mortgage
portfolio to be prime in nature. We have also analyzed the nature
of the first-lien holders and consider most to be advances by
lenders operating in the prime mortgage market."
A reserve provides liquidity to the class A and B-Dfrd notes, with
principal proceeds applied sequentially down the capital
structure.
The transaction incorporates a swap with a fixed schedule to hedge
the mismatch between the notes, which pay a coupon based on the
compounded daily Sterling Overnight Index Average, and the loans,
which pay fixed-rate interest before reversion.
At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer granted security over all of its assets in the security
trustee's favor.
S&P said, "There are no rating constraints in the transaction under
our counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote."
Pepper (UK) Ltd. is the servicer in this transaction. In S&P's
view, it is an experienced servicer in the U.K. market with
well-established and fully integrated servicing systems and
policies. It has our ABOVE AVERAGE ranking as a primary and special
servicer of residential mortgages in the U.K.
In its analysis, S&P considered its current macroeconomic forecasts
and forward-looking view of the U.K. residential mortgage market
through additional cash flow sensitivities.
Ratings
Class Rating Amount (mil. GBP
A AAA (sf) 256.36
B-Dfrd* AA (sf) 28.22
C-Dfrd* A (sf) 14.96
D-Dfrd* BBB (sf) 14.45
E-Dfrd* BB (sf) 12.24
F-Dfrd* B+ (sf) 3.57
G NR 3.40
H NR 6.80
X1-Dfrd* B (sf) 15.30
X2 NR 5.10
RC1 Certs NR N/A
RC2 Certs NR N/A
*S&P's rating on this class considers the potential deferral of
interest payments. Our ratings also address timely interest on the
rated notes when they become most senior outstanding. Any deferred
interest is due immediately.
NR--Not rated.
N/A--Not applicable.
CFC GROUP: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' rating to CFC
Group Ltd. and its financing subsidiaries CFC Bidco 2022 Ltd. and
CFC USA 2025 LLC. Additionally, S&P assigned its preliminary 'B-'
issue rating and '3' recovery rating to the company's proposed
GBP950 million equivalent senior secured debt.
S&P said, "The stable outlook reflects our expectation that CFC
will demonstrate healthy organic growth in the next 12-24 months.
This is expected to be underpinned by high renewals, new business
volumes, and improving cost efficiency. Building on the continued
solid business momentum, we forecast CFC will maintain its S&P
Global Ratings-adjusted EBITDA margin at about 40% or above,
supporting gradual deleveraging of debt to EBITDA of about 8.0x or
below, and consistently positive free operating cash flow (FOCF)
generation from 2026. Due to the high interest burden, our rating
on CFC is likely to be constrained by our expectation of funds from
operations (FFO) cash interest coverage of materially below 2.0x in
2025-2026."
CFC is a U.K.-based managing general agent (MGA) that designs and
underwrites insurance policies on behalf of carriers, while
partnering with brokers to distribute policies to customers
globally. The group benefits from a recurring, defensive insurance
intermediary business model, and relies extensively on a
relationship-driven carrier and broker network that is difficult to
replicate. However, the business position reflects the company's
relatively small size and narrow focus within the broader insurance
distribution value chain.
CFC plans to refinance its existing capital structure and fund a
dividend distribution to its shareholders. The group seeks to
refinance its existing debt of GBP491 million ($635.5 million) by
issuing a new U.S. dollar-denominated senior secured first-lien
term loan of GBP950 million equivalent ($1,270 million), a new U.S.
dollar-denominated second-lien term loan of GBP300 million
equivalent ($400 million), as well as using GBP37 million cash on
the balance sheet. This accompanies the issuance of a new senior
secured multicurrency revolving credit facility (RCF) of GBP170
million equivalent, which remains undrawn at the close of
transaction. CFC intends to use the proceeds of GBP795 million to
fund a dividend distribution to its shareholders and pay the
associated transaction fees and expenses. S&P said, "We note
preference shares are also present in the capital structure, which
sit at an entity above CFC Group Ltd. We treat these as equity and
exclude them from our leverage and coverage calculations because we
see an alignment of interest between noncommon and common equity
holders."
CFC benefits from a recurring, defensive insurance intermediary
business model and a highly diversified carrier and broker network
globally. CFC is a leading MGA, primarily focusing on specialty
insurance lines around emerging risks for small and midsize
enterprises (SME) across the U.K., Americas, Europe, and Australia.
Supported by a broad offering of 64 products across 27 active
specialties, the company sources capacity from 39 carriers and
distributes products through over 4,000 brokers across 128
geographies to about 200,000 customers worldwide. S&P said, "In our
view, this international carrier and broker network is instrumental
in driving CFC's growth potential, as it is often difficult to
establish from scratch and require time to develop. As an insurance
intermediary, we also note CFC is inherently more defensive to
economic and insurance pricing cycles, relative to general business
services companies with short- to medium-term contract profiles.
Coupled with high retention rates and recurring revenue streams, we
expect these would underpin business resilience, supporting the
competitive position of the business."
CFC's technology-enabled and data-propelled platform underpins
operating efficiency and strong profitability. Supported by
in-house proprietary data infrastructure and the highly automated
business process, CFC is well-positioned to achieve better risk
selection, more accurate pricing, simpler quoting, quicker claims
and incident response, and more innovative product development. S&P
said, "We think these would translate to attractive unit economics
and cost efficiency for carriers, faster and more flexible
interaction with brokers, comprehensive coverage, and higher
satisfaction from customers, ultimately aligning priorities and
interests of key stakeholders in the ecosystem. In addition, we
note CFC has a structurally stronger margin profile than other
rated professional services companies, of which some are
substantially larger with a more diversified global reach. In our
view, the data-enriched platform, efficient business operation, and
above-average profitability are integral in setting CFC apart from
rivals and new entrants, reinforcing the business' strength and
stability."
CFC has an increasingly important role, but niche focus, within the
broader insurance distribution value chain. CFC operates at the
intersection of insurance carriers and brokers. It designs and
underwrites insurance policies on behalf of carriers without taking
underwriting risk (except for limited exposure through its
participation in a Lloyd's syndicate), while partnering with
brokers to distribute policies to customers globally. As a
pure-play MGA platform, CFC has a niche role within the broader
value chain and provides a subset of core insurance and supporting
functions, while being reliant on capacity provided by third party
underwriters that could be withdrawn in the case of
underperformance. S&P said, "However, we are currently unaware of
issues related to this and understand CFC has a proven track record
of strong underwriting performance. We acknowledge CFC's product
and technology innovation differentiate it from its competitors and
would serve as value-added offerings for key stakeholders in the
ecosystem. However, the narrow scope puts it in a weaker position
than other rated insurance intermediary peers to which we assign a
stronger business risk profile, thanks to their vertical
integration and simultaneous operations of other business units,
namely wholesale and retail brokerage."
CFC's scale, concentration to cyber insurance products, and
moderate capital intensity compared to service peers constrains its
business risk profile. S&P said, "CFC has an annual revenue of
GBP314 million and writes annual gross premium income of about
GBP1.1 billion, of which about 36% of this is derived from cyber
insurance products, although we note that the group has somewhat
increased its diversification into other products in recent years.
The company has recently grown significantly through organic
expansion, but it currently lacks scale and has room to seize
further market share in a large, fast-growing insurance
intermediary marketplace. However, this is partly mitigated by
CFC's strong foothold in the specialty insurance market for SMEs,
which is an under-penetrated segment and often characterized by low
complexity and price sensitivity. Compared with typical business
services companies with capital-light business models, we also note
CFC has moderate capital expenditure (capex) needs (at about 5% of
annual revenue, including capitalized IT development costs), in
order to maintain and upgrade the evolving technology and
data-driven business operations."
S&P said, "CFC's financial risk profile reflects our view that the
company's credit metrics will remain firmly in the highly leveraged
category in the next 12-24 months. From 2026, we expect CFC will
continue to build on the solid business momentum and demonstrate
healthy organic growth. High renewals, new business volumes, and
improving cost efficiency will underpin this. In our base case, we
forecast CFC will maintain its S&P Global Ratings-adjusted EBITDA
margin at about 40% or above, supporting gradual deleveraging of
debt to EBITDA of about 8.0x or below, and consistently positive
FOCF generation from 2026. Due to the high interest burden, our
expectation of FFO cash interest coverage materially below 2.0x in
2025-2026 will likely constrain our rating on CFC. As part of this
transaction, we expect the dividend distribution to shareholders is
a one-off. We understand there is no formal dividend policy for
CFC, and we currently do not anticipate any further distributions
in the short to medium term. Our assessment of the financial risk
profile also considers the group's private-equity ownership and its
tolerance for high leverage. If the company's financial policy
becomes increasingly aggressive, with ongoing debt-funded
acquisitions or shareholder returns, we anticipate this would put
downward pressure on credit metrics and postpone its deleveraging
timeline.
"We expect CFC will continue to pursue an organic-led growth
strategy, alongside a modest acquisition appetite. CFC has
historically demonstrated strong organic growth, primarily through
capitalizing opportunities in a large, fast-growing specialty
insurance market for SMEs. This was complemented by selective
acquisitions that aimed to expand its geographical footprint and
strengthen capability. In the next 12-24 months, we expect that the
growth strategy will remain broadly in line with historical years,
of which organic expansion will continue to be a key driver. This
would specifically require a balanced focus between innovative,
timely product development and cost-effective business operations,
to respond to evolving customer needs and drive customer
satisfaction. These will help maintain high policy renewals and
secure new business volumes. Meanwhile, to accelerate the expansion
of the established and scalable platform, we do not rule out the
possibility of future acquisitions should any suitable
opportunities arise, although we understand these are likely to be
bolt-on acquisitions and will be executed in a disciplined manner.
"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation. The preliminary
ratings should not be construed as evidence of final ratings. If
S&P Global Ratings does not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, use of
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.
"The stable outlook reflects our expectation that CFC will
demonstrate healthy organic growth in the next 12-24 months. This
is expected to be underpinned by high renewals, new business
volumes, and improving cost efficiency. Building on the continued
solid business momentum, we forecast CFC will maintain its S&P
Global Ratings-adjusted EBITDA margin at about 40% or above,
supporting gradual deleveraging of S&P Global Ratings-adjusted debt
to EBITDA toward 8.0x or below, and consistently positive FOCF
generation from 2026. Due to the high interest burden, the rating
on CFC is likely to be constrained by our expectation of FFO cash
interest coverage remaining below 2.0x in 2025-2026."
S&P could lower the ratings if:
-- The company records persistent negative FOCF and tightened
liquidity, such that S&P views the capital structure as
unsustainable; or
-- S&P assesses the financial policy as increasingly aggressive,
with ongoing debt-funded acquisitions or shareholder returns,
resulting in very high leverage levels being maintained.
S&P could raise the ratings if the company outperformed its
forecasts, resulting in sustainable deleveraging to adjusted debt
to EBITDA of 7.0x or below and improved cash flow generation, with
FFO cash interest coverage trending toward 2.0x or above. An
upgrade would also require a commitment from shareholders to
demonstrate and sustain a prudent financial policy that supports
maintenance of these credit metrics.
DACO CONSTRUCTION: SPK Financial Named as Administrators
--------------------------------------------------------
Daco Construction (Norfolk) Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds Company and Insolvency List, Court Number:
CR-2025-LDS-000491, and Stuart Kelly and Claire Harsley of SPK
Financial Solutions Limited were appointed as administrators on May
16, 2025.
Daco Construction was into building completion and finishing.
The Company's registered office is at 10 Oak Street, Fakenham,
Norfolk, England, NR21 9DY
Its principal trading address is at 9C George Edwards Road,
Fakenham NR21 8NL
The joint administrators can be reached at:
Stuart Kelly
Claire Harsley
SPK Financial Solutions Limited
7 Smithford Walk, Prescot
Liverpool, L35 1SF
For further details contact:
Amelia McQuade
Tel No: 0151 739 2698
Email: info@spkfs.co.uk
G&T PHOENIX: Begbies Traynor Named as Administrators
----------------------------------------------------
G&T Phoenix Ltd was placed into administration proceedings In the
High Court of Justice Business and Property Courts of England and
Wales, Court Number: CR-2025-003235, and Chris Latos and Tom D'Arcy
of Begbies Traynor were appointed as administrators on May 12,
2025.
G&T Phoenix Ltd is a dispensing chemist in specialised stores.
The Company's registered office is at 141 Harrowden Road, Bedford,
MK42 0RU.
The joint administrators can be reached at:
Chris Latos
Tom D'Arcy
Begbies Traynor (Central) LLP
26 Stroudley Road, Brighton
East Sussex, BN1 4BH
For further details, contact:
Jonathan Eames
Begbies Traynor (Central) LLP
Email: jonathan.eames@btguk.com
Tel No: 01273 322960
HAVELOCK 1: Voscap Limited Named as Administrators
--------------------------------------------------
Havelock 1 Limited trading as Frost of London was placed into
administration proceedings in the High Court of Justice Business
and Property Courts of England and Wales Insolvency and Companies
List, Court Number: CR-2025-003375, and Ian Lawrence Goodhew and
Abigail Shearing of Voscap Limited were appointed as administrators
on May 16, 2025.
Havelock 1, fka Havelock 2 Limited, engaged in the letting and
operating of own or leased real estate.
The Company's registered office is at 10-12 Fulham High Street,
Fulham, London, England, SW6 3LQ
Its principal trading address is at 44 Havelock Road, Hastings,
TN34 1BE
The joint administrators can be reached at:
Ian Lawrence Goodhew
Abigail Shearing
Voscap Limited
20 North Audley Street
Mayfair, London, W1K 6WE
For further details, please contact havelock1@voscap.co.uk
HAVELOCK PROPERTY: Voscap Limited Named as Administrators
---------------------------------------------------------
Havelock Property Limited, trading as Frost of London, was placed
into administration proceedings in the High Court of Justice
Business and Property Courts of England and Wales Insolvency and
Companies List, Court Number: CR-2025-003349, and Ian Lawrence
Goodhew and Abigail Shearing of Voscap Limited were appointed as
administrators on May 15, 2025.
Havelock Property, fka Havelock 1 Limited, engaged in the buying
and selling of own real estate.
The Company's registered office is at 10-12 Fulham High Street,
Fulham, London, England, SW6 3LQ
Its principal trading address is at 44 Havelock Road, Hastings,
East Sussex, TN34 1BE
The joint administrators can be reached at:
Ian Lawrence Goodhew
Abigail Shearing
Voscap Limited
20 North Audley Street
Mayfair, London, W1K 6WE
For further details, please contact havelockproperty@voscap.co.uk
HOPE MONTESSORI: Quantuma Advisory Named as Administrators
----------------------------------------------------------
Hope Montessori Nursery School Ltd was placed into administration
proceedings in the Business and Property Courts in England and
Wales Court Number: CR-2025-002947, and Rehan Ahmed and Jeremy
Woodside of Quantuma Advisory Limited were appointed as
administrators on May 12, 2025.
Hope Montessori engaged in support service activities.
The Company's registered office is at 11a West End Quay, South
Wharf Road, London, W2 1JB and it is in the process of being
changed to 14 Derby Road, Stapleford, Nottingham, NG9 7AA
Its principal trading address is at 11a West End Quay, South Wharf
Road, London, W2 1JB & 3 Cramer St, London, W1U 4EA
The joint administrators can be reached at:
Jeremy Woodside
Rehan Ahmed
Quantuma Advisory Limited
14 Derby Road, Stapleford
Nottingham, NG9 7AA
For further details, please contact:
Mary Dempsey
Tel No: 0113 824 1144
Email at mary.dempsey@quantuma.com
JERROLD FINCO: Fitch Assigns 'BB(EXP)' Rating on Sr. Secured Notes
------------------------------------------------------------------
Fitch Ratings has assigned Jerrold Finco plc's (FinCo) senior
secured notes an expected rating of 'BB(EXP)'. The final rating is
contingent on the receipt of final documents conforming to
information already received.
FinCo is a subsidiary of Together Financial Services Limited
(Together; BB/Stable), a UK-based specialist mortgage lender.
Key Rating Drivers
IDR AND SENIOR DEBT
Equalised with Long-Term IDR: The notes will be guaranteed by
Together and all material subsidiaries and rank equally with other
senior secured obligations. This results in their rating being
aligned with Together's Long-Term Issuer Default Rating (IDR).
Leverage-Neutral: The issue will be used to refinance FinCo's
GBP500 million of 2027 senior secured notes and to pay transaction
fees and redemption costs. The refinancing will therefore have no
material net impact on total leverage, and will extend the average
tenor of the group's borrowings. The proportion of total assets,
subject to securitisation encumbrance, is not sufficient to alter
its expectation of average recoveries for senior secured
creditors.
Niche Segments; Low LTVs: Together's IDR is underpinned by its
long-established franchise in UK specialised secured lending, its
low loan-to-value (LTV) underwriting and its increasingly
diversified, albeit secured, funding profile. The rating also takes
into account the inherent risks associated with lending to
non-standard UK borrowers and the group's increased leverage and
associated funding needs in an interest rate environment that
remains considerably above pre-2022 levels.
9M25 Growth: In 9MFY25 (financial year-end June) Together reported
profit before tax of GBP149.3 million, representing a 3% increase
from 9MFY24. Total assets and total equity grew 6% and 6.5%,
respectively, from FY24 to GBP8.3 billion and GBP1.2 billion.
For further detail of the key rating drivers and sensitivities for
Together's IDR, see ' Fitch Affirms Together Financial Services at
'BB'; Outlook Stable, dated 30 September2024)
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Evidence of material asset quality weakness via a sharp decline in
customer repayments or reduction in the value of collateral
relative to loan exposures could result in a downgrade. Weakened
profitability with a pre-tax profit/average total assets ratio
approaching 1% would also put pressure on ratings, as would an
increase in consolidated leverage to above 7x.
A large depletion of Together's immediately accessible liquidity
buffer, for example, via reduced funding access or a need for
Together to inject cash or eligible assets into its securitisation
vehicles to avoid covenant breaches driven by asset quality would
put pressure on ratings.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade is unlikely in the near term. However, continued
franchise growth and diversification could lead to positive rating
action in the medium term, if achieved without deterioration in
leverage or the risk profile.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The guarantee by Together means Fitch regards the probability of
default on the senior secured notes as consistent with that of
Together, and therefore rate the notes in line with Together's
Long-Term IDR, reflecting average recovery prospects.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The senior secured notes' rating is principally sensitive to a
change in Together's Long-Term IDR, with which it is aligned.
Material increases in higher- (or lower-) ranking debt could also
lead to upward (or downward) notching of the senior secured notes'
rating, if it affects Fitch's assessment of likely recoveries in a
default.
Date of Relevant Committee
27 September 2024
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Jerrold Finco Plc
senior secured LT BB(EXP) Expected Rating
LEVENSEAT RENEWABLE: PwC Named as Administrators
------------------------------------------------
Levenseat Renewable Energy Ltd was placed into administration
proceedings in the Court of Session, Scotland No P425 of 2025, and
Sarah O'Toole and Edward Williams of PricewaterhouseCoopers LLP
were appointed as administrators on May 14, 2025.
Levenseat Renewable was involved in production of electricity;
treatment and disposal of non-hazardous waste; and recovery of
sorted materials.
The Company's registered office and principal trading address is at
Levenseat Waste Management Site Wilsontown, Forth, Lanark, ML11
8EP.
The joint administrators can be reached at:
Sarah O'Toole
PricewaterhouseCoopers LLP
No 1 Spinningfields
Hardman Square
Manchester M3 3EB
-- and --
Edward Williams
PricewaterhouseCoopers LLP
1 Chamberlain Square
Birmingham, B3 3AX
For further details, contact:
PricewaterhouseCoopers LLP
Tel No: 0113 289 4000
Email: uk_lrel_creditors@pwc.com
METRO SHARED: RSM Restructuring Named as Administrators
-------------------------------------------------------
Metro Shared Office Space Limited was placed into administration
proceedings in the High Court of Justice, Business & Property
Courts of England & Wales, Insolvency & Companies List (ChD), Court
Number: CR-2025-3186, and Glen Carter and James Hawksworth of RSM
UK Restructuring Advisory LLP were appointed as administrators on
May 9, 2025.
Metro Shared is a provider of shared office spaces.
Its registered office is at 27 Esplanade, St Helier, JE1 1SG
Its principal trading address is at Metro Building, 1 Butterwick,
Hammersmith, London, W6 8DL
The joint administrators can be reached at:
James Hawksworth
RSM Restructuring Advisory LLP
Davidson House
Forbury Square, Reading
Berkshire, RG1 3EU
-- and --
Glen Carter
RSM UK Restructuring Advisory LLP
Highfield Court
Tollgate, Chandlers Ford
Eastleigh, SO53 3TY
Correspondence address & contact details of case manager:
Rob Hart
RSM UK Restructuring Advisory LLP
Landmark, St Peter's Square
1 Oxford Street
Manchester M1 4PB
Tel: 0161 830 4000
Further details contact:
James Hawksworth
Tel: 0118 953 0350
Glen Carter
Tel: 02380 646 524
PAYME GROUP: Begbies Traynor Named as Administrators
----------------------------------------------------
Payme Group Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD), Court Number:
CR-2025-003257, and Dominik Thiel-Czerwinke and Wayne MacPherson of
Begbies Traynor (Central) LLP were appointed as administrators on
May 13, 2025.
Payme Group is the holding company for the group, which provides
contracting and payroll services.
The Company's registered office is at 1066 London Road, Leigh On
Sea, Essex, SS9 3NA
The joint administrators can be reached at:
Dominik Thiel-Czerwinke
Wayne MacPherson
Begbies Traynor (Central) LLP
1066 London Road, Leigh-on-Sea
Essex, SS9 3NA
For further details, contact:
Rosie Thurwood
Paige Horton
Begbies Traynor (Central) LLP
E-mail: southendteamd@btguk.com
Tel No: 01702 467255
PUNCH PUBS: Fitch Alters Outlook on 'B-' LongTerm IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Punch Pubs Group Limited's
(Punch) Long-Term Issuer Default Rating (IDR) to Positive from
Stable and affirmed the IDR at 'B-'. Fitch has assigned Punch
Finance plc's new GBP640 million planned bond an expected senior
secured instrument rating of 'B+(EXP)' with a Recovery Rating of
'RR2', in line with its existing GBP600 million bond's rating.
The Positive Outlook reflects its expectations of continued
deleveraging to 7x EBITDAR leverage by FYE26 (ending mid-August)
and below thereafter, on the back of continued earnings growth. It
also assumes completion of the refinancing, which would otherwise
weigh on the rating.
The ratings reflect Punch's portfolio of wet-led,
community-focused, independently-run, pubs. They benefit from
Punch's grouped procurement synergies resulting from size, most of
which are passed onto operators. Drink price increases above
inflation from a low base are expected to protect profit margins.
Key Rating Drivers
Refinancing Risk Being Addressed: Punch has launched a GBP640
million new bond to refinance the existing GBP600 million bond that
is due in June 2026 and to clear GBP33 million drawn under its
revolving credit facility (RCF). Fitch anticipates refinancing at a
higher coupon than the 6.13% currently, leading to slightly weaker
fixed charge cover on average at 1.7x (FY24: 1.8x). With maturities
nearing, unaddressed refinancing risk would otherwise negatively
affect the rating.
The super senior RCF will also be increased to GBP85 million as
part of the transaction, but due to higher updated nearly GBP980
million valuation of its pub estate, 92% of which is freehold and
long-leasehold, this will not affect the recoveries of the rated
instrument.
Deleveraging Trend: Despite an increase in the bond amount as part
of this refinancing, Fitch forecasts EBITDAR leverage to reduce to
7.0x by FYE26 from 7.3x at FYE25. Deleveraging to management's new
target of below 6x net debt (including leases)/EBITDAR will depend
on its capital allocation decisions, but is in line with its
expected deleveraging path. Deleveraging was delayed by a GBP21
million dividend payment and partly debt-funded pub acquisitions in
FY24. The larger RCF will permit more debt-funded pub acquisitions,
while the sponsor is not planning to draw dividends. Fitch has not
assumed material acquisitions in its projections.
Profit Growth Moderated: Fitch continues to expect growth in
earnings from drink price increases slightly above inflation from a
low base in the existing estate, cost control and pub conversions
to managed partnerships (MP) from the leased and tenanted (L&T)
model. Fitch has moderated its forecast and expect GBP103 million
EBITDAR in FY26. Fitch expects MPs (including the Laine segment) to
generate half of pre-central cost EBITDAR by FY28, up from 40% in
FY24. Punch has continued its pricing strategy in FY25 in L&T pubs
at a comparable level to the previous year (FY24: 4%) to mitigate
cost inflation.
Growing MP Portfolio: Growth in the MP portfolio has driven an
increase in overall EBITDA and EBITDA per pub (GBP93,000 per pub,
pre-central cost and rent in FY24). Punch's average EBITDA/MP pub
(near GBP140,000 in FY24) has improved year-on-year as these pubs
mature after conversion. Punch spends on average around GBP200,000
on conversion capex to approximately double EBITDA per pub.
Conversions can include extensive refurbishments, expanding
drinking capacity, and possibly food, repurchase of the L&T lease,
a new publican, and generally re-investing in the site to protect
against local competition.
Inherently Positive FCF: Fitch projects that a strong EBITDAR
margin of around 28% in FY25-27 (FY24) will translate to inherently
positive free cash flow (FCF) sufficient to cover maintenance
capex, while profit-enhancing and conversion capex will be also
supported by regular disposal proceeds. Fitch considers visibility
of sustainably positive FCF after acquisitions and divestments to
be critical for potential positive rating action.
Wet-led Community Pubs: The Punch portfolio of around 1,260 pubs
(end-February 2025) is split between 947 stable (L&T) pubs where
Punch receives a net margin from drink sales and fixed rent, and
317 MPs, which receive more direct profit (or loss) participation
less a percentage of turnover retained by the operator for its
remuneration and staff costs. Drink sales contribute around 78% of
group turnover.
Core Stable L&T: The core L&T GBP28 million rent received, indexed
annually, constitutes about 25% of the group's pre-central-costs
EBITDAR. The L&T portfolio's EBITDAR has been stable, despite a
steady flow being converted into MP. The core L&T portfolio,
including acquisitions, enables centrally-procured supplier
discounts and a stable return on assets, with no direct staff
costs, and are prime candidates for conversions to MP.
MPs Profit More Variable: MPs generate higher profit per pub, but
they are more vulnerable to change as more operating costs (except
staff) are incurred by Punch, and turnover increases directly flow
to retained EBITDA. Punch pubs are not directly exposed to labour
cost inflation as MP operators manage their own staff costs from a
percentage of turnover retained. Pub operators, the majority of
which operate one pub, obtain small business relief, which offsets
increases in the national insurance bill, and have a record of
mitigating wage inflation.
Peer Analysis
Punch has the same IDR as Stonegate Pub Company Limited (B-/Stable)
but Stonegate has over 4,500 pubs compared with Punch's over 1,260
(April 2025). Both are predominantly wet-led estates and equally
geographically diverse across the UK. Both have a core L&T
portfolio, conversions from which to managed models require capex
and fuel profit growth, while Stonegate also operates managed
pubs.
Punch's EBITDA/pub in L&T is comparable with Stonegate's core L&T
portfolio but Stonegate's equivalent managed portfolio yields
higher profits/pub than Punch's, despite recent lower volumes in
town centre venues and late-night patronage. Stonegate's higher
profits per pub reflects the larger size of the average unit,
higher sales per outlet (including Slug & Lettuce, Be at One, and
Venues nightclubs) and the advantages of a bigger group's central
procurement, despite greater direct cost pressures of labour and
energy.
Punch has greater financial flexibility than Stonegate, with
materially lower debt and less pressure on liquidity, while
Stonegate refinanced its GBP2.2 billion senior secured debt in
2024.
Punch and Stonegate are rated one notch above the UK-weighted Pizza
Express (Wheel Bidco Limited, IDR: CCC+/Rating Watch Negative)
which is taking longer to recover profitability because of weak
consumer sentiment and significant cost inflation not being fully
passed on to consumers.
Pub groups have a stronger credit profile than PizzaExpress, due to
their larger size and better financial and operational flexibility,
given their freehold property and more limited exposure to labour
costs. Further, pubs are more resilient to operating conditions,
leading to slightly better refinancing prospects than casual dining
restaurants like PizzaExpress.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- L&T drinks/pub sales growth of about 3% in FY25 to FY28,
reflecting annual price increases and broadly flat LFL volumes.
Including the core GBP27 million annual rent from publicans, during
FY25-FY27 pre-central-costs-EBITDA for this division is forecast
slightly above GBP70 million, netting the conversions to MP model
(22 in FY25 and 30 a year in FY26 to FY28) and disposals (25 each
year).
- MP drinks/pub sales growth of 2-3% in FY25 to FY28, ahead of
Laine segment; reflecting price increases and broadly flat volumes.
Fitch expects EBITDA/pub to increase to GBP161,000 by FY28 from
GBP137,000 in FY24 for MP.
- Fitch expects overall EBITDA increase to come from the MP segment
as more pubs are converted from L&T, assuming similar return on
investments to those achieved to date.
- Central costs increasing at 3-4% per year from GBP25.9 million in
FY24 (as reported; Fitch reallocated the additional cost between
segments)
- Average capex of GBP35 million per year in FY25 to FY28, with
nearly half for maintenance of the existing estate
- Net disposals receipts around GBP10 million per year in FY26 to
FY28
- No further dividends, which will otherwise delay deleveraging
- New GBP640 million bond at a higher coupon than the existing bond
being refinanced (maturing in June 2026)
Recovery Analysis
The recovery analysis assumes that Punch would be liquidated in
bankruptcy rather than reorganised as a going concern. Fitch has
assumed a 10% administrative claim. The liquidation estimate
reflects Fitch's view of the value of pledged collateral that can
be realised in a sale or liquidation and distributed to creditors.
Fitch used the freehold and leasehold pubs' valuations as updated
in April 2025 by a third-party valuer. These valuations are
primarily based on the fair maintainable trade (profit method) of
the pubs using 7.5x-10x multiples for freeholds. Punch has a record
of selling pubs and portfolio assets at or above book value.
Fitch applied a standard 25% discount (75% advance rate) to the
updated valuations, replicating a distressed group with an around
20% reduction in EBITDA (replicating the fair maintainable trade
component of the valuation). Fitch assumes that Punch's
super-senior RCF), to be increased to GBP85 million from GBP70
million, is fully drawn on default.
Its waterfall analysis generates a ranked recovery for the
prospective GBP640 million senior secured bond in the 'RR2'
category, leading to a 'B+(EXP)' rating, aligned with the existing
instrument rating. This results in a waterfall generated recovery
computation output percentage of 90% based on expected metrics and
assumptions.
The rating on the GBP600 million bond to be repaid shortly, has
been affirmed at 'B+' with a 'RR2' Recovery Rating with a recovery
percentage of 90%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch would revise the Outlook to Stable if there was no
visibility of deleveraging to near 7.0x by FYE26
- Inability to refinance 12 months ahead of the GBP600 million bond
maturity in June 2026
- EBITDAR leverage above 8.0x
- EBITDAR fixed-charge coverage trending towards 1.2x
- Negative FCF margin after acquisitions and disposals
- Weakened liquidity including significant drawdown of the RCF
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDAR leverage below 7.0x
- EBITDAR fixed-charge coverage above 1.6x
- FCF margin above 2% after acquisitions and disposals
- Continued successful strategy execution with MP conversions
reaching targeted EBITDA/pub
Liquidity and Debt Structure
At FYE24 Punch had GBP5 million cash plus GBP39 million undrawn
under the GBP70 million super-senior RCF. This is after it paid
GBP21 million dividends.
Upon completion on the refinancing, the pro-forma available
liquidity will be stronger due to GBP40 million higher prospective
proceeds from the notes and a GBP15 million larger and undrawn RCF
of GBP85 million. This stronger liquidity could be used to fund
growth. Liquidity is supported by underlying positive cash
generation of the business after maintenance capex, while
acquisitions and enhancing capex are supported by disposal proceeds
or funded from cash and RCF.
The existing bond and RCF mature in June 2026 and December 2025,
respectively. After the refinancing, these will mature in 2030 and
2029.
Issuer Profile
Punch is a Fortress private-equity-owned UK pub company with a
total of around 1,260 pubs at FYE24.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Punch Finance plc
senior secured LT B+(EXP) Expected Rating RR2
senior secured LT B+ Affirmed RR2 B+
Punch Pubs
Group Limited LT IDR B- Affirmed B-
PUNCH PUBS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings has affirmed the long-term corporate family rating
of Punch Pubs Group Limited (Punch or the company) at B3 and the
probability of default rating at B3-PD. Concurrently, Moody's have
affirmed the B3 instrument rating of the GBP600 million backed
senior secured notes due 2026, issued by Punch Finance plc, and
assigned a B3 rating to the proposed GBP640 million backed senior
secured notes due 2030. The outlook has been changed to positive
from stable for both entities.
RATINGS RATIONALE
The rating action reflects Punch's robust operating performance
over the past two years and Moody's expectations of continued
EBITDA growth over the next 12-18 months, resulting in reduced
financial leverage and also mitigating the impact of increased
interest expenses following the planned refinancing.
Moody's projects a low-double-digit percentage increase in
Moody's-adjusted EBITDA in 2025 (fiscal year ending in August 2025)
and a mid-single-digit percentage increase in 2026, primarily
driven by pricing initiatives, the conversion of Lease and Tenanted
(L&T) pubs to the more profitable Pubs Partnership (PP) model and
completed acquisitions. This shift allows Punch to capture all
revenues generated from pubs, compared to only rental income and
wholesale beer revenue under the L&T model. As a result, Moody's
forecasts a decline in Punch's Moody's-adjusted Debt/EBITDA to 7.3x
in 2025 and 7.0x in 2026, down from 7.7x for the last 12 months
(LTM) to February 2025.
Punch benefits from a degree of financial resilience due to a
substantial portion of its revenue derived from stable rental
income streams and its focus on less competitive suburban
locations, which are predominantly drinks-led and catering to local
communities. The company is largely insulated from significant
labour cost pressures affecting the sector, as labour costs are the
responsibility of publicans under both the L&T and PP models. This
has allowed Punch to maintain a solid operating performance despite
challenging conditions in the UK hospitality sector. However,
market conditions remain difficult, with still-low consumer
confidence in the UK. While the company's pricing initiatives have
been successful to date, further significant price increases might
adversely affect demand, posing a downside risk to Moody's
forecasts.
Each pub conversion involves execution risks, and as Punch expands
its estate operated under the PP model, its direct exposure to
drink sales and the associated potential for profit volatility and
underperformance increases. Nevertheless, after executing the
identified pipeline of conversions and disposals, Moody's estimates
that the L&T segment will still account for 69% of sites, down from
the current 75%.
Punch's free cash flow will remain low due to significant capital
expenditure on pub conversions and investments and higher interest
payments post-refinancing. However, investments are largely
discretionary, providing flexibility to adjust the pace to support
liquidity, if needed. The company's liquidity remains supported by
substantial freehold real estate assets valued at GBP923 million as
of April 2025 (excluding long-lease and short-leasehold assets),
which can be sold in parts if necessary. The company anticipates
generating approximately GBP15 million annually from disposals over
the next two years.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Governance considerations are relevant to Punch's credit quality.
The company, ultimately owned and controlled by the private equity
firm Fortress Investment Group LLC, has a concentrated ownership
and high leverage. However, Moody's do not currently anticipate any
shareholder distributions.
LIQUIDITY
Moody's considers Punch's liquidity to be adequate. Despite a low
cash balance of GBP4 million as of February 2025, liquidity will be
supported by an GBP85 million revolving credit facility (RCF),
which will be extended to 2030 as part of the refinancing
transaction. Moody's expects that the RCF and Punch's free cash
flow generation will cover all cash requirements over the next
12-18 months, pro forma for the refinancing transaction.
The RCF is subject to a springing Loan to Value covenant, which has
considerable headroom based on the current portfolio valuation and
is only tested when the facility is drawn by more than 40%.
STRUCTURAL CONSIDERATIONS
The B3 CFR and the PDR of B3-PD are at the same level, reflecting
Moody's assumptions of a 50% loss given default (LGD) at the
structural level, in line with Moody's standard practices when
there are at least two levels of seniority among the tranches of
funded debt.
RATIONALE FOR THE POSITIVE OUTLOOK
The positive outlook reflects Moody's expectations of continued
improvement in Punch's operating performance, with Debt/EBITDA
decreasing below 7.0x and EBIT/Interest Expense remaining close to
1.5x over the next 12-18 months, balanced with the risk of
underperformance due to still-challenging operating conditions in
the UK hospitality sector. The outlook assumes that the company
will maintain at least an adequate liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings could result from: sustained
positive organic revenue and EBITDA margin growth; a reduction in
Moody's-adjusted Debt/EBITDA to below 7x; Moody's-adjusted
EBIT/Interest Expense remaining around 1.5x; and maintenance of an
adequate liquidity profile, along with positive free cash flow
generation.
Downward pressure on the ratings could result from:
Moody's-adjusted Debt/EBITDA increasing above 9x; EBIT/Interest
Expense falling towards 1x; or a material deterioration in the
company's liquidity profile.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Restaurants
published in August 2021.
CORPORATE PROFILE
Punch is the seventh-largest pub operator in the UK by number of
sites, with 1,264 unbranded pubs as of February 23, 2025. The
estate comprises 75% L&T pubs, with the remainder under the
company's PP model. In the LTM to February 2025, the company
reported revenues of GBP327 million and a company-adjusted EBITDA
of GBP95 million.
Punch is owned by Fortress Investment Group LLC and its management,
following their acquisition from former shareholders Patron Capital
Partners and May Capital in December 2021.
ROCKSPRING TRANSEUROPEAN VI: RSM UK Named as Administrators
-----------------------------------------------------------
Rockspring Transeuropean VI Hammersmith Metro (Jersey) Limited was
placed into administration proceedings in the High Court of
Justice, Business & Property Courts of England & Wales, Insolvency
& Companies List (ChD), Court Number: CR-2025-3185, and Glen Carter
and James Hawksworth of RSM UK Restructuring Advisory LLP, were
appointed as administrators on May 9, 2025.
Rockspring Transeuropean is an office space provider.
The Company's registered office is at 27 Esplanade, St Helier, JE1
1SG
Its principal trading address is at Metro Building, 1 Butterwick,
Hammersmith, London, W6 8DL
The joint administrators can be reached at:
Glen Carter
RSM UK Restructuring Advisory LLP
Highfield Court
Tollgate, Chandlers Ford
Eastleigh SO53 3TY
-- and --
James Hawksworth
RSM UK Restructuring Advisory LLP
Davidson House
Forbury Square
Reading, Berkshire, RG1 3EU
Correspondence address & contact details of case manager:
Rob Hart
RSM UK Restructuring Advisory LLP
Landmark, St Peter's Square
1 Oxford Street
Manchester M1 4PB
Tel: 0161 830 4000
For further details, contact:
James Hawksworth
Tel: 0118 953 0350
Glen Carter
Tel: 02380 646 524
SAGE AR 2025 NO. 1: S&P Assigns BB-(sf) Rating on Class E Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Sage AR Funding
2025 No.1 PLC's class A1, A2, B, C, D, and E notes. At closing,
Sage AR Funding 2025 No.1 also issued unrated class R notes.
Sage AR Funding 2025 No.1 is a CMBS transaction backed by a loan
secured on a portfolio of 2,123 social housing units located in
England.
The issuer used the proceeds of the note issuance to acquire the
GBP270.0 million tranche A loan from the loan seller and to advance
the GBP33.0 million tranche R loan to the borrower. The tranche R
loan will rank junior to the tranche A loan. The tranche A loan and
the tranche R loan are collectively referred to as the loan.
The borrower then on-lent the loan proceeds to Sage Rented Ltd.
(SRL), the parent registered provider (RP), through a parent RP
facility agreement. The parent RP will use the proceeds of this
loan to directly or indirectly finance or refinance the properties
owned by the parent RP.
Payments due under the loan primarily fund the issuer's interest
and principal payments due under the notes.
The borrower is a wholly owned subsidiary of the parent RP, which
is a for-profit RP of social housing ultimately owned by Blackstone
Inc. alongside the Regis Group PLC.
To satisfy E.U., U.K., and U.S. risk-retention requirements, an
additional amount of unrated class R notes were issued and retained
by the originator, SRL (itself or acting through the borrower, its
wholly owned subsidiary). For EU and U.K. risk retention
requirements, this is at least 5% of the nominal value of the
securitized loan, and for the U.S. risk retention requirements,
this is at least 5% of the fair value of all the notes issued by
the issuer at closing (determined using a fair value measurement
framework under U.S. generally accepted accounting principles).
The loan provides for cash trap mechanisms set at a rated
loan-to-value (LTV) ratio greater than 76.92% or a rated debt yield
less than 4.675%. Following a permitted change of control, a cash
trap event will occur if the rated LTV ratio is greater than the
rated LTV ratio on the change of control date plus 10%, or the
rated debt yield is less than 90% of the rated debt yield on the
change of control date.
The loan has an initial term of five years with two one-year
extension options available, subject to the satisfaction of certain
conditions. There is no scheduled amortization during the loan
term.
The portfolio's current market value subject to tenancies (MV-STT)
is GBP452.2 million, which equates to an LTV ratio of 59.7% (based
on the rated notes) and 67.0% for the full loan (including the
class R retention piece).
S&P's ratings address the issuer's ability to meet timely payment
of interest on the class A1, A2, B, C, and D notes, ultimate
payment of interest on the class E notes, and payment of principal
not later than the legal final maturity in May 2038 on all classes
of notes. The legal final maturity date is initially May 17, 2037.
However, the servicer has the option to extend the loan one time by
12 months beyond the extended loan maturity date in 2032. Should
the servicer choose to exercise this option, the legal final
maturity date will be automatically extended to May 2038.
Ratings list
Class Rating Amount (mil. GBP)
A1 AAA (sf) 132.5
A2 AAA (sf) 0.1
B AA- (sf) 47.3
C A- (sf) 37.9
D BBB- (sf) 32.4
E BB- (sf) 19.8
R NR 33.0
NR--Not rated.
VENTURI LIMITED: KR8 Advisory Named as Administrators
-----------------------------------------------------
Venturi Limited was placed into administration proceedings in the
High Court of Justice Business and Property Courts in Manchester,
Court Number: CR-2025-MAN-000685, and Michael Lennon and James
Saunders of KR8 Advisory Limited were appointed as administrators
on May 13, 2025.
Venturi Limited is an employment placement agency.
The Company's registered office is at the Globe Building, WPP
Campus, 1st Floor 1 New Quay Street, Manchester, M3 4BN and it is
in the process of being changed to c/o KR8 Advisory Limited, The
Lexicon, 10-12 Mount Street, Manchester, M2 5NT
Its principal trading address is at The Globe Building, WPP Campus,
1st Floor 1 New Quay Street, Manchester, M3 4BN
The joint administrators can be reached at:
Michael Lennon
James Saunders
c/o KR8 Advisory Limited
The Lexicon,
10-12 Mount Street,
Manchester, M2 5NT
For further details, please contact:
Ion Giamalakis-Short
Tel No: 0161 504 9799
Email: caseenquiries@kr8.co.uk
*********
S U B S C R I P T I O N I N F O R M A T I O N
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