250528.mbx

250528.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, May 28, 2025, Vol. 26, No. 106 Headlines B E L G I U M HOUSE OF HR: Moody's Affirms 'B3' CFR & Alters Outlook to Negative B O S N I A A N D H E R Z E G O V I N A BOSNIA AND HERZEGOVINA: S&P Affirms 'B+/B' ICRs, Outlook Stable C Z E C H R E P U B L I C ENERGO-PRO AS: Fitch Rates EUR700MM 8% Unsec. Notes Due 2030 'BB-' F R A N C E CERELIA: S&P Affirms 'B' ICR on Proposed Debt Refinancing INOVIE GROUP: Fitch Alters Outlook on 'B' Long-Term IDR to Stable STAN HOLDING: Moody's Withdraws B3 CFR on Following Debt Repayment G E R M A N Y ADLER REAL: S&P Puts 'B+' Rating on Secured Notes on Watch Neg. I R E L A N D ETRUX LTD: Keenan Corporate Named as Administrators FURNITURE TRENDS: Leonard Curtis Named as Administrators JANS COMPOSITES: Keenan Corporate Named as Administrators JANS OFFSITE: Keenan Corporate Named as Administrators MIRAVET 2025-1: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes I T A L Y GOLDEN BAR 2023-2: Fitch Hikes Rating on Class E Notes to 'BB-sf' K A Z A K H S T A N BEREKE BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable L U X E M B O U R G ALTISOURCE PORTFOLIO: 1-for-8 Reverse Split Takes Effect May 28 ALTISOURCE PORTFOLIO: All Proposals OK'd at 2025 Meetings HIDROVIAS INT'L: Fitch Revises 'BB-' Rating on Notes to Watch Pos. INFRAGROUP BIDCO: S&P Affirms 'B' ICR & Alters Outlook to Stable PLT VII FINANCE: S&P Affirms 'B' ICR & Alters Outlook to Stable SAMSONITE GROUP: S&P Affirms 'BB+' ICR, Outlook Stable R U S S I A KYRGYZSTAN: Fitch Assigns 'B' Rating on Proposed USD Bonds UZBEKISTAN: S&P Affirms 'BB-/B' ICRs & Alters Outlook to Positive S P A I N SANTANDER CONSUMO 5: Fitch Affirms 'BBsf' Rating on Class D Notes U K R A I N E KERNEL HOLDING: Fitch Affirms 'CCC-' Issuer Default Rating MHP SE: Fitch Affirms 'CC' Issuer Default Ratings UKRAINE: Fitch Affirms Foreign Currency IDR at 'Restricted Default' U N I T E D K I N G D O M BRADFIELD ROAD: Leonard Curtis Named as Administrators FNZ GROUP: S&P Affirms 'B-' ICR & Alters Outlook to Negative HANNINGFIELD PARK: MHA Advisory Named as Administrators PREMIER FOODS: Moody's Withdraws 'Ba3' Corporate Family Rating RANDALL WATTS: MHA Advisory Named as Administrators - - - - - ============= B E L G I U M ============= HOUSE OF HR: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings has affirmed House of HR Group B.V.'s (House of HR or the company) corporate family rating of B3 and probability of default rating of B3-PD. Concurrently, Moody's have affirmed the B3 instrument ratings on the EUR1,299 million senior secured first lien term loan B, EUR125 million senior secured first lien delayed drawn term loan, EUR415 million backed senior secured notes and the EUR275 million senior secured multi-currency revolving credit facility (RCF). The instrument rating on the EUR310 million senior secured second lien term loan has been affirmed at Caa2. The outlook has changed to negative from stable. In 2024, the company upsized the first lien term loan from EUR1,170 to EUR1,299 and used to the proceeds to partially repay EUR29 million of the first lien delayed drawn term loan and EUR100 million of the second lien term loan. RATINGS RATIONALE The rating action reflects the company's highly leveraged capital structure and weaker than expected 2024 results. The company's revenue declined by 1% while Moody's adjusted EBITDA declined by 13% due to lower productivity, the mix effect of lower demand from higher margin sectors such as manufacturing, higher bench costs and more sickness days. This has resulted in high Moody's adjusted debt/EBITDA (leverage) of 7.9x in 2024 compared to 6.9x in 2023, weak EBITA/interest expense of 0.9x and breakeven level of free cash flow (FCF) to debt in 2024. The recruitment and staffing industry has been facing challenges as hiring activity has slowed down since 2023. As a result, Moody's expects demand and volumes to remain weak in 2025 with some recovery expected from 2026 onwards. House of HR also announced the acquisition of Pro Industry, a Netherlands based staffing company specialising in recruiting scarce profiles for industrial and manufacturing customers in pharma, food processing, and chemical sectors. This acquisition is expected to be funded with internal cash. While the acquisition might bring some benefits in terms of targeting niche profiles with good growth prospects and profitability, Moody's views this acquisition as aggressive as it will result in a material reduction of cash balance (from EUR173 million in 2024 to EUR91 million by the end of 2025) and require the company to draw on its RCF to manage working capital seasonality. This comes at a time when House of HR's operating performance is already under pressure since 2023. Moody's expects leverage to remain high at 7.7x in 2025 (pro forma the full year impact of Pro Industry acquisition which is expected to add EUR15-20 million in EBITDA) and reduce to 7x by the end of 2026. House of HR's high interest expense and lease repayments (which Moody's consider as fixed costs) will limit FCF generation, which is expected to remain negative in the range of EUR60–80 million in 2025 and 2026. Liquidity will weaken due to lower cash balance, but should remain adequate, mainly supported by the undrawn portion of the RCF which is expected to be around EUR165 million. House of HR's rating continues to be supported by its strong business model of providing specialised staffing solutions to small and medium-sized enterprises ("SMEs") and small players, its leading market positions in Belgium and the Netherlands, with a presence in attractive high-margin niche industry segments and high end-market and customer diversification. The company also benefits from a flexible cost structure, mainly consisting of candidate salaries, and its ability to pass through wage increases to clients, including through automatic contractual mechanisms which protect its margins. Moody's expects House of HR to not undertake any material debt funded acquisitions or dividend recapitalisations in the next 12-18 months. Governance is a key rating driver of the rating action in line with Moody's ESG framework given the tolerance for high level of debt and acquisitions that will slow down reduction in leverage. LIQUIDITY ANALYSIS House of HR's liquidity is adequate and largely supported by external funding. As of December 2024, the company had a cash balance of EUR173 million (out of which Moody's expects around EUR110 million will be used to fund the acquisition) and access to a EUR275 million RCF which remains fully undrawn but is expected to be used to fund intra quarter working capital requirements. Given the negative FCF generation, which is expected to remain in the range or EUR60– EUR80 million in 2025 and 2026, liquidity will deteriorate further over time, if not supported by a recovery in earnings. The senior secured RCF has a springing maintenance covenant based on senior secured net leverage of 8.1x, tested when drawings exceed 40%. The earliest debt maturity is the senior secured notes which mature in March 2029. OUTLOOK The negative outlook reflects Moody's expectations that House of HR's operating performance and credit metrics will remain weak in 2025 with a gradual recovery expected only from 2026 onwards. Moody's expects FCF generation to be negative in the range of 2% to 3% due to high interest expense and leases. At the same time, Moody's assumes that House of HR will maintain sufficient cash and availability under the RCF despite the cash usage projected over the next 12 months. A stabilisation of the outlook would require the company to improve its earnings and deliver on its 2025 budget such that leverage declines below 7x and EBITA/interest improves above 1x and there is a gradual improvement in FCF generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure, while unlikely, could build up over time if the company's: (1) operating performance continues to improve both in terms of sales and EBITDA margin; (2) leverage, as measured by Moody's-adjusted debt/EBITDA, decreases sustainably towards 5x; (3) EBITA/interest coverage exceeds 1.5x sustainably; and (4) FCF/ debt turns positive and improves towards low single digits. The ratings could be downgraded if the company's: (1) operating performance were to deteriorate or deviate materially from Moody's expectations so that leverage, as measured by Moody's-adjusted debt/EBITDA, stays above 7x on a sustainable basis; (2) EBITA/interest fails to recover sustainably above 1x; and (3) FCF remains negative for a prolonged period giving rise to liquidity concerns. STRUCTURAL CONSIDERATION The PDR is B3-PD, in line with the CFR, reflecting Moody's assumptions of a 50% recovery rate consistent with a loan and bond debt structure with a single financial maintenance covenant. The senior secured RCF, the EUR1,299 million senior secured first lien term loan B, senior secured first lien delayed drawn term loan of EUR125 million and the EUR415 million senior secured notes all rank pari passu, and are rated B3, in line with the CFR while the EUR310 million second lien term loan is rated Caa2. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. COMPANY PROFILE House of HR is a Belgium-based provider of human resource solutions with a focus on SMEs. The company predominantly operates in Belgium, the Netherlands, Germany and France, and serves two segments: (1) Specialized Talent Solutions - general temporary and permanent staffing services of candidates with technical profiles and (2) Engineering and Consulting (EC) — secondment of engineers and highly skilled technicians, consultants and lawyers. The company reported revenue of EUR3,358 million and Moody's adjusted EBITDA of EUR305 million in 2024. =========================================== B O S N I A A N D H E R Z E G O V I N A =========================================== BOSNIA AND HERZEGOVINA: S&P Affirms 'B+/B' ICRs, Outlook Stable --------------------------------------------------------------- S&P Global Ratings, on May 23, 2025, affirmed its 'B+/B' long- and short-term issuer credit ratings on the Federation of Bosnia and Herzegovina, a constituent entity of Bosnia and Herzegovina (BiH; B+/Stable/B). The outlook is stable. Outlook The stable outlook reflects S&P's assumptions that FBiH will gradually address its large spending needs without a material increase in debt burden thanks to increased income from rising wages and access to EU funding available for infrastructure development. Downside scenario S&P said, "We could lower the long-term rating if management pursues aggressive financial strategy, resulting in significant accumulation of debt either at the Federation or its companies. We could also lower the rating if we observed a disruption in FBiH's access to funding sources." Upside scenario Any upgrade would be contingent upon positive developments in BiH's credit quality, given that S&P currently rates FBiH at the same level as the sovereign. Additionally, an upgrade would require an improvement in the planning, project management and control over FBiH's contingent liabilities, while maintaining sufficient liquidity. Rationale The rating on FBiH is constrained by regular escalations of political tensions between the constituent entities--FBiH and Republika Srpska--and the country's central authorities. Moreover, the subtle political balance with the Federation government and parliament complicates decision-making in the budget sphere, leading to delayed approval and implementation of its budget, as well as poor spending discipline, including at state companies. Political complications delay the country's progress toward EU accession and reduce investors' appetite for projects in the Federation. Combined with a gradual decline in numbers and aging of the local population, geopolitical risks inhibit economic development in the Federation. Positively, the government is gradually addressing large spending needs by raising social security contributions following a minimum wage increase, while the debt burden is set to remain moderate. S&P projects that FBiH's tax-supported debt, including indebtedness of its companies and municipalities, will stay at about 70% of consolidated operating revenues. Although FBiH's cash position remains relatively low compared with annual debt service, we believe the government will retain good access to funding from international and domestic financial institutions and will be able to access the capital market. Moreover, S&P considers that the national indirect tax authority ensures regular service of most of FBiH's debt. Frequent internal political gridlock hinders economic growth and effective fiscal policy planning, with no immediate resolution in sight FBiH's economy is relatively poor compared with Eastern European peers and it suffers from significant demographic challenges. Regional GDP per capita was around $8,600 in 2024, in line with the BiH national average. S&P Said, "We expect real GDP growth to accelerate to a sound 2.8%-3.0% per year over 2025-2027, in line with the national trend, but at this pace of growth GDP will remain well below that of European developed economies. The regional economy is diversified, with trade and manufacturing being the leading economic activities. Inflation has been declining and we expect it to fall to close to 2% from 2025." FBiH's demographic challenges are significant, with a declining and rapidly aging population. A significant portion of the working-age and high-skilled population is migrating in search of better opportunities. The government has not yet implemented medium-term policies to address this issue but has focused on long-term policies designed to support families with children. The institutional framework in which constituent entities in BiH operate is constrained by frequent political tensions that challenge the delicate balance of power between various authorities as outlined in the Dayton Accord and the constitution. The ongoing regional conflicts, such as those related to BiH's court decisions against the political leadership of the Republika Srpska, are creating political tensions, and hindering economic potential, despite the unlikelihood of a secession. While there is broad consensus among governments on the need for institutional and economic reforms on the way toward EU membership, implementation is slow. Despite FBiH's autonomy in managing its fiscal policy, its budget priorities are not fully realized in practice. While FBiH's fiscal performance is satisfactory, actual investments typically fall short of the allocated funds due to weak project management and lax control over state companies. On a positive note, the self-imposed constraints on debt and liquidity policies help enhance visibility and discipline of debt management. S&P expects modest budget deficits, with most investments directed to transport infrastructure S&P said, "We project very modest operating surpluses for the next three years, given persistent pressure to increase social and pension payments, as well as transfers to municipalities and state-owned enterprises. A 60% rise in the minimum wage from the beginning of 2025 will, in our view, help FBiH to increase revenues and address its spending needs, but it might also affect the competitiveness of the local economy. A demand for infrastructure projects, specifically in transportation, will result in a contained budget deficit of about 4% of total revenues. For the calculation of budgetary performance ratios, we exclude repayment of principal and interest of onlent debt from the entity's operating revenues. "We project that slower-than-planned implementation of capital projects, combined with solid revenue growth, will keep the Federation's debt burden at a moderate level. We assume that FBiH's tax-supported debt will stay at around 70% of consolidated operating revenues at least through 2028, largely unchanged compared with 2024. In our tax-supported debt figures, we include the direct debt of FBiH, as well as the debt it contracts to lend to public companies and lower government tiers. We project that tax-supported debt excluding on-lending will stand at about 35% on average over 2025-2028. At the end of 2024, FBiH onlent nearly 60% of its tax-supported debt. Approximately 85% of tax-supported debt is external, mostly denominated in euros, to which the domestic currency, konvertibilna marka, is pegged, with half of this debt carrying fixed interest rates. Despite rising interest rates, the interest burden remains modest, at below 5% of operating revenues. In our view, the potential risks associated with contingent liabilities for FBiH are moderate. FBiH owns two banks, which exposes the government to potential risks of recapitalization in case of material losses. "FBiH benefits from access to necessary financing from multilateral organizations (World Bank, Germany's promotional bank KfW, European Bank for Reconstruction and Development, European Investment Bank, IMF) and commercial banks. In our view, FBiH's market access will remain satisfactory, in contrast to the current limited access of its national peer, Republika Srpska. FBiH's internal liquidity position and access to domestic short-term funding should be sufficient to cover about 50% of annual debt service. Moreover, we understand FBiH maintains a cash buffer of at least 30 days of operating expenditures and prioritizes debt service payments. Additionally, a special mechanism facilitates timely servicing, via BiH, of all FBiH external debt owed to international financial institutions; this covers nearly 80% of FBiH's debt. The State Indirect Tax Authority that collects indirect taxes across the country, transfers payments for external debt to the central government on behalf of the constituent entities." In accordance with S&P's relevant policies and procedures, the Rating Committee was composed of analysts that are qualified to vote in the committee, with sufficient experience to convey the appropriate level of knowledge and understanding of the methodology applicable. At the onset of the committee, the chair confirmed that the information provided to the Rating Committee by the primary analyst had been distributed in a timely manner and was sufficient for Committee members to make an informed decision. After the primary analyst gave opening remarks and explained the recommendation, the Committee discussed key rating factors and critical issues in accordance with the relevant criteria. Qualitative and quantitative risk factors were considered and discussed, looking at track-record and forecasts. The committee's assessment of the key rating factors is reflected in the Ratings Score Snapshot above. The chair ensured every voting member was given the opportunity to articulate his/her opinion. The chair or designee reviewed the draft report to ensure consistency with the Committee decision. The views and the decision of the rating committee are summarized in the above rationale and outlook. The weighting of all rating factors is described in the methodology used in this rating action. Ratings List Ratings Affirmed Federation of Bosnia and Herzegovina Issuer Credit Rating B+/Stable/B =========================== C Z E C H R E P U B L I C =========================== ENERGO-PRO AS: Fitch Rates EUR700MM 8% Unsec. Notes Due 2030 'BB-' ------------------------------------------------------------------ Fitch Ratings has assigned ENERGO-PRO a.s.'s (EPas; BB-/Negative) EUR700 million 8% notes due 2030 a final senior unsecured 'BB-' rating, in line with EPas's Long-Term Issuer Default Rating (IDR). The notes' final rating reflects the bond's final terms. The proceeds will be used to fund the acquisition of Baixo Iguacu hydro power plant (HPP) in Brazil, to repay USD435 million notes due 2027, for general corporate purposes, including capex, and to pay transaction-related expenses. The Negative Outlook on Epas's IDR reflects its expectations of weaker cash flow generation in 2025-2026, which together with the debt-funded acquisition in Brazil will lead to net leverage at or above its revised negative sensitivity, weak interest coverage, and higher liquidity needs. The rating trajectory will depend on EPas's ability to restore its credit ratios from 2027 and secure its liquidity. Key Rating Drivers Final Terms of Notes: The notes constitute direct, unconditional, unsubordinated and unsecured obligations of EPas and rank pari passu among themselves and equally with all other unsecured obligations. The notes are unconditionally and irrevocably guaranteed by operating companies within the EPas group, which covered around 70% of consolidated EBITDA in 2024 (on a pro-forma basis to account for acquisitions). Bond Documentation Protection: Bondholders benefit from a set of covenants, including a maximum threshold of net debt/EBITDA of 4.5x for new debt incurrence, limitations on restricted payments (restricted to 50% of consolidated net income, unless net debt/EBITDA falls below 3.0x) and specific covenants restricting asset sales, affiliate transactions and setting minimal ownership of each guarantor. Leverage Pressures; Expected Improvement: Fitch forecasts funds from operations (FFO) net leverage at or above its negative sensitivity in 2025 and 2026 at 5.5x and 6.2x, respectively. This is due to the debt-funded acquisition of Baixo Iguacu HPP in Brazil, declining EBITDA in Bulgaria, due to lower grid loss allowances, and Georgia, due to faster return of excess profits from prior periods, and large capex, contributing to negative free cash flow. From 2027, Fitch expects FFO net leverage to improve to around 5x, commensurate with the rating, as cash flows improve and capex moderates. Failure to improve the financial profile by 2027 will result in a downgrade. Weak Interest Coverage: Fitch forecasts FFO interest cover at or below the negative sensitivity of 2.6x for 2025-2027, due to higher interest rates on new debt and weaker cash flows in 2025-2026. Improved Business Profile: Acquisitions in Spain, Turkiye and Brazil (2023-2025) add around 1GW to EPas's installed capacity, reaching 1.8GW primarily in clean energy (on closing of the Brazilian HPP acquisition). Fitch views these acquisitions as positive for the business profile due to increased scale and geographical diversification, and the increased share of cash flows in hard currencies, despite higher exposure to volatile operating environments in Turkiye and Brazil. Fitch has therefore increased EPas's debt capacity by 0.3x, with the negative sensitivity for the 'BB-' rating now at 5.5x FFO net leverage. Improved Geographic Mix: Fitch forecasts Bulgaria's and Georgia's combined average EBITDA share to decrease to 57% in 2025-2028 from 90% in 2022, while Turkiye's share will increase to 24% from 9%. Brazil and Spain contribute an additional 13% and 6%, respectively. Share of Regulated Businesses: Regulated and quasi-regulated activities accounted for 49% of EPas's EBITDA in 2024, down from 56% in 2023. EPas expects this share to start improving from 2025 as merchant prices have stabilised across all markets, newly acquired HPPs in Turkiye will sell at fixed US dollar-linked tariffs until 2030, and 49%-60% of Brazilian installed capacity (84%-93% of physical guarantee) is contracted. Georgian HPPs' shift to merchant reduces the regulated earnings share but enhances cash flow, with merchant prices around four times higher than regulated ones. Volatile Cash Flows: EPas is exposed to volatile electricity market prices, variable hydro generation and inconsistent regulatory frameworks in Georgia and Bulgaria, leading to tariff changes and working-capital swings. These factors limit cash flow predictability, which is only partially balanced by a flexible capex and dividend policy. FX Mismatch Improving: EPas's 2024 debt is primarily denominated in euros and US dollars, but FX fluctuations affect cash flows in Georgian lari, and Turkish lira earnings for the merchant business. Fitch forecasts these earnings to decrease to around 40% of group EBITDA in 2025-2028, from around 56% in 2023, following the consolidation of assets in Spain and Turkiye with US dollar-linked tariffs. Brazilian assets avoid FX mismatch via local-currency debt. The Bulgarian lev, which will affect 25% of group EBITDA over 2025-2028, is euro-pegged. Increasing Capex: Fitch forecasts capex to increase to an annual average EUR146 million during 2025-2028, compared with around EUR114 million a year in 2021-2024. This is due to higher maintenance capex for generation in Georgia and one-off projects in Bulgaria and Turkiye. Flexible Shareholder Distributions: Fitch forecasts shareholder distributions at EUR40 million a year over 2025-2028, including around EUR10 million a year to service the coupon on the parent company DK Holding bonds. Distributions are flexible, constrained only by a 4.5x net debt/EBITDA incurrence covenant. Higher-than-expected distributions leading to an extended period of high leverage could result in a downgrade. Peer Analysis EPas has a comparable share of regulated and quasi-regulated EBITDA to Bulgarian Energy Holding EAD (BEH, BB+/Stable; Standalone Credit Profile (SCP) bb). EPas has stronger geographical diversification and a better carbon footprint, which is close to zero, while BEH has larger scale of operations and lower exposure to FX. The companies have similar debt capacity, and BEH's SCP is one notch above EPas's due to lower forecast leverage. BEH's rating reflects a one-notch uplift to reflect government support from Bulgaria. Central European utilities like PGE Polska Grupa Energetyczna S.A. (BBB/Stable), TAURON Polska Energia S.A. (BBB-/Stable), ENEA S.A. (BBB/Stable) and MVM Zrt. (BBB/Stable) are larger and have stronger market positions than EPas. Another central European peer is Eastern European Electric Company B.V. (EEEC, BB/Stable). EEEC is smaller and less diversified than EPas but its rating is supported by its solid business profile, focusing on regulated and predictable electricity distribution in Bulgaria, along with a strong market position in supply and trade. Both companies have comparable debt capacity. EPas has a stronger business profile than Turkish power producers, Zorlu Enerji Elektrik Uretim A.S. (B+/Stable), Aydem Yenilenebilir Enerji Anonim Sirketi (B/Positive) and Limak Yenilenebilir Enerji Anonim Sirketi (BB-/Stable), due to a better operating environment and geographical diversification. EPas has greater geographic diversification, more stable regulation, and deeper integration into networks than Uzbekhydroenergo JSC (BB-/Stable, SCP b+), a hydro producer with a monopoly in Uzbekistan rated at the same level as the Republic of Uzbekistan (BB-/Stable), reflecting its strong links with the state. Key Assumptions - Consolidation of Baixo Iguacu HPP in 2H25 - Electricity generation at about 5.5 terawatt hours (TWh) annually in 2025-2028 - Electricity distribution at about 11TWh annually in 2025-2028 - Market prices for electricity at around EUR90/MWh in Bulgaria, EUR67/MWh in Turkiye and EUR76/MWh in Spain on average during 2025-2028 - Average annual capex of around EUR146 million during 2025-2028 - Average annual distributions to shareholders of EUR40 million during 2025-2028 - Euro to US dollar at EUR1.07, euro to Turkish lira at TRL41-63 and euro to Georgian lari at GEL3.0-3.4 during 2025-2028 on average - Around EUR139 million of bonds at DK Holding level included as off-balance-sheet obligations RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - New debt-funded acquisitions, higher distributions to shareholders and lower profitability and cash generation leading to FFO net leverage above 5.5x, and FFO interest coverage below 2.6x on a sustained basis - Significant weakening of the business profile, with lower predictability of cash flows Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The Outlook could be revised to Stable if the negative sensitivities above are not breached Liquidity and Debt Structure At end-2024, EPas had cash and equivalents of EUR106 million and undrawn committed bank overdrafts of EUR170 million, with EUR62 million maturing within a year. The company's liquidity has significantly improved following the issuance of EUR700 million bonds in May 2025. In 2026-2027 EPas will face debt repayments of EUR69 million-75 million annually related to notes amortisation and to opcos debt in Turkiye, Bulgaria and Brazil. The next large maturity relates to USD300 million notes in 2028. Issuer Profile EPas is a Czech Republic-based utility with operating companies in Bulgaria, Georgia, Turkiye, Spain and Brazil. Core activities are power distribution and electricity generation at HPPs and one gas-fired plant, with total installed capacity of around 1.8GW (after the recent acquisition). Date of Relevant Committee 24 April 2025 Sources of Information Bonds issued at DK Holding to fund the acquisition of Brazilian HPP portfolio are treated as off-balance-sheet obligations and included in debt ratios. Net loans granted to the shareholder are reclassified as dividends. 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 ENERGO-PRO a.s. has an ESG Relevance Score of '4' for Group Structure due to a negative credit impact of bonds issued at EPas's sister company on its credit metrics. Fitch treats those bonds as EPas's off-balance-sheet debt, which adds around 0.5x to FFO net leverage over 2025-2028, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. ENERGO-PRO a.s. has an ESG Relevance Score of '4' for Governance Structure due to the company being part of DK Holding, which is ultimately owned by one individual, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- ENERGO-PRO a.s. senior unsecured LT BB- New Rating RR4 BB-(EXP) =========== F R A N C E =========== CERELIA: S&P Affirms 'B' ICR on Proposed Debt Refinancing --------------------------------------------------------- S&P Global Ratings affirmed its 'B' rating on France-headquartered food manufacturer Cerelia. S&P assigned its 'B' issue-level rating and '3' recovery rating (rounded estimate: 50%) to the proposed term loan B (TLB) due in 2032. The stable outlook reflects S&P's view that Cerelia's stable operating performance and slightly positive FOCF generation should support stable credit metrics in the next 12 months. Cerelia intends to issue a new EUR690 million term loan B (TLB) with a seven-year maturity, which will be used to refinance its existing EUR500 million TLB and EUR58 million "Pret Garanti par l'Etat" (PGE; state-guaranteed loan). S&P understands EUR130 million of remaining proceeds will be allocated for acquisitions. S&P said, "We anticipate that Cerelia will continue to deliver profitable growth over the next years with the group continuing to increase production capacity to meet rising demand for its mostly private-label food staples products in Western Europe and North America. "We expect Cerelia to maintain good profitability -- with an S&P Global Ratings-adjusted EBITDA margin of 14.5%-15.0% -- but to generate limited free operating cash flow (FOCF) of zero to EUR20 million annually this and next year due to heavy capital spending (capex) and higher financing costs. "Based on the above, we project Cerelia's credit metrics will remain well within the range for the current rating, with S&P Global Ratings-adjusted debt to EBITDA of 5.0x-5.5x and funds from operations (FFO) cash interest of 2.5x-3.0x this and next year. "We believe that Cerelia has sufficient financial headroom to accommodate higher levels of debt arising from the proposed debt-refinancing transaction. Cerelia is seeking to issue a new EUR690 million TLB with a seven-year maturity to repay its existing EUR500 million TLB due in August 2027 and a EUR58 million PGE. In addition, Cerelia will refinance and increase its revolving credit facility (RCF) to EUR157.5 million, from EUR100 million, and extend the maturity to 2031. The RCF is expected to remain undrawn. We understand that the remaining proceeds will be for acquisitions. Based on the new debt structure and our updated operating base case, we estimate that Cerelia's credit metrics will remain in line with the current rating with our adjusted debt to EBITDA for fiscal 2026 (ending June 30, 2026) between 5.0x and 5.5x. We also project the FFO cash interest coverage ratio of 2.5x-3.0x in 2026-2027 remaining well in line with our expectations for the rating. Our adjusted debt includes gross borrowings, factoring lines, and lease liabilities. We do not net our debt with cash, as per our criteria on private equity-owned companies. "For fiscal 2026 and 2027, we anticipate that Cerelia's operating performance will remain resilient, leading to a higher EBITDA base and rebounding FOCF versus 2025. In our new operating base case, we anticipate that Cerelia will generate S&P Global Ratings-adjusted EBITDA at about EUR150 million-EUR160 million in fiscal 2026 and EUR165 million-EUR185 million in fiscal 2027, partly depending on the timing of acquisitions, for which we assume up to EUR130 million of annual spending in fiscal 2026 and EUR50 million-EUR100 million of acquisitions in fiscal 2027. This EBITDA growth stems mostly from Cerelia's organic expansion with an increasing production capacity across its categories and markets and a continued favorable price-product mix. We forecast FOCF to remain positive at around EUR15 million-EUR25 million in fiscal 2026, improving to EUR40 million-EUR50 million in fiscal 2027, supported by higher EBITDA base to offset increased cash interest costs post refinancing and higher capex versus fiscal 2025. We project Cerelia's capex to rise to EUR60 million-EUR65 million annually during the forecast period, primarily reflecting investment in new production lines, productivity enhancements, waste reduction, and product innovation and development. Overall, we think the profits generated in North America will not be noticeably impeded by U.S. trade tariffs as the company owns local production lines with limited imports from Europe on some categories. "The operating base case considers Cerelia's steady operating performance in the first nine months of fiscal 2025 thanks to favorable price-product mix effects and increased capacity. In fiscal 2025, we anticipate that Cerelia will generate S&P Global Ratings-adjusted EBITDA of EUR130 million-EUR135 million and FOCF of zero to EUR5 million, compared with EUR27 million last year due to higher EBITDA versus 2024 offset by higher capex of EUR65 million. The company reported net sales of EUR683.6 million (6.3% growth compared with the previous year) in the first nine months of fiscal 2025. Revenue growth stemmed from increasing volumes--particularly in the U.S. dough, pancakes, and waffles segments--due to a robust geographic mix and increasing prices across segments. Under our base case, we therefore anticipate revenue growth of 6.0%-6.5% in fiscal 2025, driven by steady volume growth, a favorable geographic mix, the launch of new production lines, and favorable pricing. We note profitability greatly improved, with reported EBITDA so far in 2025 of EUR104.1 million (16.0% increase versus last year), which translates into an EBITDA margin of 15.2% (a nearly 100 basis-point increase versus last year). We believe this results from the larger share of revenue from higher-margin products, higher operational productivity due to higher volumes, and the stabilization of raw materials and energy costs. "Cerelia's business expansion should be underpinned by solid demand for its staple food products in Europe and North America and its ability to continue to improve its product mix and operating efficiency. We anticipate organic revenue growth of 6%-8% per year during the forecast period, fueled by rising volumes across all categories and segments. Cerelia's volume growth is primarily driven by enhanced capacity from capital investments in new production lines, allowing the company to effectively meet market demand, and also expand into co-manufacturing. We anticipate that the U.K. dough segment and the U.S. pancakes and waffles market will be the primary growth drivers, supported by Cerelia's strong private label presence in the U.K. and the increasing unmet demand for pancake products in the U.S. This will contribute positively to revenue growth in both fiscal 2026 and 2027. Also, we believe the company's positioning as mostly a private label and co-manufacturer of branded products with low ticket items brings higher visibility on volumes prospects in North America and Europe at a time of weakening consumer confidence and spending. We see product mix improvements arising from innovation capabilities such as gluten-free products and high-protein products launched mostly through product extensions. We view positively that the group is well hedged for its main raw materials and energy costs despite higher wages, and we note its pass-through capabilities on raw materials, albeit with a time lag. We project its adjusted EBITDA margin to be around 15% in 2026-2027 assuming some integration costs for the planned acquisitions. We expect Cerelia to continue to expand through acquisitions in addition to the substantial capex. We believe the group will focus mostly on small to midsize deals in existing or adjacent categories in existing regions. "The stable outlook reflects our view that, over the next 12 months, Cerelia's operating performance should remain stable and support resilient credit metrics as well as increasing FOCF from 2026. We forecast S&P Global Ratings-adjusted debt to EBITDA landing at 5.0x-5.5x and S&P Global Ratings-adjusted FFO cash interest of about 2.5x-3.0x. "Under our base case, we see the company's operating performance remaining solid thanks to increasing production volumes to meet higher demand in its main product segments in North America and Western Europe. We anticipate that the S&P Global Ratings-adjusted EBITDA margin will remain around 14%-15% thanks to improved operating leverage and a better price-product mix across geographies offsetting operating cost inflation and acquisition integration costs. "We could lower the rating over the next 12 months if Cerelia's S&P Global Ratings-adjusted debt to EBITDA increases to over 7x and reported FOCF turns negative. "We believe this could arise from its operating performance deteriorating well below our base-case projections due to weaker demand and loss of market share in key segments and geographies, together with operating cost inflation and potential cost overruns on large capex investments and planned acquisitions." A positive rating action would arise from Cerelia improving its credit metrics on a sustained basis such that its S&P Global Ratings-adjusted debt to EBITDA decreased to comfortably below 5x, alongside a clear financial policy commitment to maintain adjusted leverage at this level on a sustained basis. S&P would also need to see Cerelia generating a large and stable reported FOCF base above our base-case projections. This could be driven by stronger-than-expected operating performance supported by continued high demand and seamless operational execution on the production ramp-up via capex and acquisitions and continued profitability expansion through product mix changes. INOVIE GROUP: Fitch Alters Outlook on 'B' Long-Term IDR to Stable ----------------------------------------------------------------- Fitch Ratings has revised Inovie Group's Outlook to Stable from Negative, while affirming its Long-Term Issuer Default Rating (IDR) at 'B'. Fitch has also affirmed Inovie's senior secured rating at 'B+' with a Recovery Rating of 'RR3'. The revision of the Outlook reflects improved near-term visibility around reimbursement pricing in the French medical routine-testing market until-end 2026. Consequently, Fitch expects Inovie will resume and accelerate revenue and profitability growth over the period. The 'B' IDR reflects the modest scale of Inovie relative to its peers, its high financial leverage, and its reliance on a single reimbursement system. Rating headroom is limited in the near term by leverage remaining outside its negative sensitivity. These weaknesses are offset by its strong position in the highly regulated and non-cyclical French laboratory-testing market, strong profitability and positive free cash flow (FCF) generation. Key Rating Drivers Pricing Freeze to Drive Growth: The Outlook change is driven by the reimbursement pricing freeze agreed in December 2024 by the French authorities. This will enable laboratories to fully capitalise on volume growth and benefit from some agreed price adjustments. Fitch believes this will support Inovie's revenue growth and margin improvement, helping in the restoration of superior FCF generation and lowering gross leverage to below its 6.8x negative sensitivity by 2026. Following a larger-than-expected price cut in September 2024, authorities have agreed to increase selected reimbursement with an anticipated 1.75% price increase and freeze all reimbursement pricing for the remaining of the 2024-2026 triennial act. Margin Recovery to Accelerate: Fitch believes Inovie's profitability will improve more substantially in 2026, as the prolonged price freeze to end-2026 should help sustain low-to-mid single-digit revenue growth, after a like-for-like revenue 3% drop in their core biology operation in 2024. Fitch expects revenue growth to support margin gains, as Inovie continues to reduce its cost structure and margins improve in the Paris region. Fitch anticipates that the majority of the recovery will occur in 2026, with EBITDA margins expanding towards 31%. Profitability in 2025 will be weighed down by the 2024 September price cut, which Fitch expects to reduce revenue by 8% on a full-year basis. Lack of Rating Headroom: The 'B' rating assumes EBITDAR gross leverage will remain significantly above its negative sensitivity for 2025 at 7.8x, but down from 8.4x in 2024. Fitch expects leverage to fall below its sensitivity in 2026 but leave limited headroom. FCF margins also breached its negative sensitivity in 2023-2024, but Fitch expects them to increase to mid-single digits by 2025 and high single digits in 2026 as interest costs fall and the EBITDA margin gradually improves. Regulatory Uncertainty after 2026: Fitch anticipates regulatory uncertainty to return after 2026, when the current reimbursement pricing freeze ends, while the new tri-annual pricing remains uncertain as negotiations are set to start in September 2026. Uncertainty remains on the terms of agreement, but Fitch views the initiation of a new discussion as a positive development similar to the previous triennial act agreement, signalling willingness to maintain visibility over the reimbursement regime. Fitch believes the regulatory environment should be more transparent and constructive after 2026, reducing volatility. Deleveraging Contingent on Financial Policy: In its rating case, the pace of deleveraging is contingent on the magnitude of EBITDA growth and on the group's financial policy. Fitch expects Inovie's buy-and-build acquisition strategy to remain on hold in 2025 and 2026, with only minor acquisitions of small laboratories, as the group focuses on cost optimisation and organic deleveraging. Sustainable Business Model: Fitch expects Inovie to benefit from stable revenue, high and resilient margins and sustained positive FCF, supported by a favourable regulation and reimbursement regime, combined with strong barriers to entry. It is the third-largest network of private medical-testing laboratories in France, with a focus on the south and central regions, including its position as the third-largest operator in the Paris (Ile-de-France) region. Targeted geographic presence exposes Inovie to growth above the national average, while its regional concentration contributes to margin improvement. Peer Analysis Inovie's 'B' IDR is in line with that of Laboratoire Eimer Selas (Biogroup; B/Negative) and Ephios Subco 3 S.a.r.l (Synlab; B/Stable), both of which are direct routine medical laboratory-testing peers. Inovie is smaller and less diversified geographically than its rated peers, making it highly exposed to the French market and to potential reimbursement changes in the medium term. Synlab is well diversified across Europe, while Biogroup has a strong presence in France and Belgium. Inovie's lack of geographical diversification is partly compensated by a more diversified product offering, with around 15% of its revenue derived from specialty testing. Inovie's EBITDAR leverage rose materially in 2023 to 8.6x but Fitch expects it to gradually improve towards 6.6x in 2026, similar to its projection for Synlab following its re-leveraging after its takeover in 2024. Inovie's leverage is lower than that of Biogroup, but Fitch expects leverage for both companies to fluctuate within 6.0x-7.0x in the medium term. Inovie's expected profitability is higher than Synlab's and similar to that of its French peers. In addition, Inovie's ownership structure is distinctive, with biologists owning a large stake at holding company level rather than minority stakes at operating companies. This group structure prevents value leakage to minorities and enables Inovie to integrate small laboratories by offering a mix of cash and equity partnerships, which requires less debt. Key Assumptions Fitch's Key Assumptions Within its Rating Case for the Issuer - Organic sales growth of routine-testing revenue in low single digits in 2025, and mid-single digits in 2026 as above-market volume growth offsets price declines; organic growth of 1.5% for 2027-2028 - EBITDA margin improving towards 31% by 2026, from 26.4% in 2024, on continued cost restructuring - Cash acquisitions of around EUR40 million in 2025 and EUR60 million in 2026, including minority interest purchases - No dividend pay-outs - Capex on average at 3% of revenue in 2025-2027 Recovery Analysis Recovery Assumptions: In Fitch's recovery analysis, Fitch follows a going concern (GC) approach as this leads to higher recoveries than a liquidation in a bankruptcy. Fitch estimates GC EBITDA at EUR250 million, which Fitch views as a distressed level as Inovie copes with high reimbursement pressure and high cost inflation that is not offset with its current cost restructuring. A distressed enterprise value/EBITDA multiple of 5.5x implies a discount of 0.5x to the multiples of more geographically diversified and larger direct competitors, Biogroup and Synlab. Inovie's committed revolving credit facility (RCF) of EUR175 million is assumed fully drawn prior to distress, in line with Fitch's Recovery Ratings Criteria. Structurally higher-ranking senior debt at subsidiary level of EUR120 million ranks ahead of Inovie's RCF and term loan B (TLB). After deducting 10% for administrative claims from the estimated post-distress enterprise value, its waterfall analysis generates a ranked recovery for the senior secured debt (including RCF and TLB) in the 'RR3' band, indicating a 'B+' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Action/Downgrade - Adverse regulatory changes and/or loss of discipline in acquisition target selection, leading to weak operating performance and eroding profitability - Lack of visibility on EBITDAR gross leverage decreasing towards 6.8x by 2026 (pro forma for acquisitions) - EBITDAR fixed-charge coverage below 1.5x on a sustained basis (pro forma for acquisitions) - FCF margin in low single digits on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Action/Upgrade - Improvement in the business profile, including an increase in scale and greater product/geographical diversification - EBITDAR gross leverage below 4.8x on a sustained basis (pro forma for acquisitions) - EBITDAR fixed-charge coverage above 2.0x on a sustained basis (pro forma for acquisitions) Liquidity and Debt Structure At end-2024, Inovie had EUR66 million (excluding Fitch-restricted cash of EUR20 million) cash on its balance sheet. This, together with the remaining undrawn RCF of EUR42 million, is sufficient to cover potential short-term disruptions. Inovie benefits from long-dated debt maturities, with its RCF maturing in September 2027 and its TLB coming due in March 2028. Issuer Profile Inovie is one of France's largest providers of routine diagnostic tests in the private lab-testing market. Summary of Financial Adjustments Fitch computed Inovie's defined-lease liabilities by multiplying Fitch-defined lease cost by 6.0x, in line with peer multiples for the laboratory testing sector. This change led to around a 0.2x reduction in EBITDAR leverage for FY24 and FY23, respectively. 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 Inovie has an ESG Relevance Score of '4' for social impacts due to its exposure to the French regulated medical lab-testing market, which is subject to pricing and reimbursement pressures as the government seeks to control national healthcare spending. This has a negative impact on Inovie's credit profile and is relevant to ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Inovie Group LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ STAN HOLDING: Moody's Withdraws B3 CFR on Following Debt Repayment ------------------------------------------------------------------ Moody's Ratings has withdrawn the B3 corporate family rating and the B3-PD probability of default rating of Stan Holding S.A.S. (Voodoo), a leading mobile game publisher. Concurrently, Moody's have withdrawn Voodoo's B3 senior secured term loan B rating. Before the withdrawal, the outlook was negative. RATINGS RATIONALE Moody's have decided to withdraw the ratings because Voodoo's senior secured bank credit facility previously rated has been fully repaid with proceeds from a new debt package raised by the company in April 2025. COMPANY PROFILE Voodoo, headquartered in Paris (France) is a leading mobile game publisher company. In 2024, the company generated revenues of EUR623 million and adjusted EBITDA (as defined by the company) of EUR135 million. ============= G E R M A N Y ============= ADLER REAL: S&P Puts 'B+' Rating on Secured Notes on Watch Neg. --------------------------------------------------------------- S&P Global Ratings placed on CreditWatch with negative implications its 'B+' issue rating on Adler Real Estate's first-lien senior secured notes, and its 'CCC+' issue ratings on Adler Real Estate AG's 1.5-lien senior secured notes and on Adler Real Estate's 2026 bond. On May 19, 2025, Adler Real Estate, a wholly owned subsidiary of Adler Group S.A., launched a cash tender offer and a consent solicitation relating to its outstanding EUR300 million secured notes due April 27, 2026. These notes will be repaid through a tap of the group's first-lien notes. S&P said, "We will have more visibility on the related amount once the tender offer expires on June 16, 2025, but we understand noteholders representing around 80% of the aggregate outstanding principal amount of the notes have already committed to tender their notes in the tender offer." Therefore, the group's first-lien notes may increase from currently EUR1.0 billion to around EUR1.3 billion after closing of the tender. This increased amount of first-lien notes in the event of a successful tender would likely result in weaker recovery prospects for the first-lien notes, as well as the 1.5-lien notes (second-lien under our classification), and for any potential stub left on the Adler RE 2026 bond. S&P said, "This could lead to a downgrade of our issue ratings on these notes and a revision of our recovery ratings (currently respectively '1' and '5'). We view Adler's 1.5-lien notes and Adler RE's 2026 bond pari passu, ranking behind the group's first-lien bond. The recovery prospects for the group's third-lien secured bond would likely remain unchanged, given the already very low recovery prospects in an event of default (close to 0%). We note that the transaction does not increase the total amount of debt, but impacts recovery expectations due to the changes in the waterfall." S&P said, "We will review the final transaction details once available and update our analysis accordingly. We note that the transaction, if successful, would enable the group to address almost all of its debt maturities until the end of 2026, further improving its short-term liquidity. All in all, we do not expect the issuer credit rating to be affected by this cash tender offer." ============= I R E L A N D ============= ETRUX LTD: Keenan Corporate Named as Administrators --------------------------------------------------- Etrux Ltd was placed into administration proceedings in the High Court of Justice in Northern Ireland Chancery Division (Company Insolvency) No 29541 of 2025, and Scott Murray and Ian Davison of Keenan Corporate Finance Ltd were appointed as administrators on May 19, 2025. Etrux Ltd is a manufacturer of bodies (coachwork) for motor vehicles (except caravans). Its registered office is at 6 Caulside Drive, Antrim, Co Antrim, Northern Ireland, BT41 2DU which is in the process of being changed to c/o Keenan Corporate Finance Ltd, 10th Floor Victoria House, 15-17 Gloucester Street, Belfast, BT1 4LS Its principal trading address is at 6 Caulside Drive, Antrim, Co Antrim, Northern Ireland, BT41 2DU The joint administrators can be reached at: Scott Murray Ian Davison Keenan Corporate Finance Ltd 10th Floor Victoria House 15-17 Gloucester Street Belfast, BT1 4LS Contact Information Tel No: 028 9023 3023 Email: info@keenancf.com FURNITURE TRENDS: Leonard Curtis Named as Administrators -------------------------------------------------------- Furniture Trends Ltd was placed into administration proceedings in The High Court of Justice In Northern Ireland Chancery Division (Company Insolvency), No 29550 of 2025, and Gareth Latimer and Stephen Cave of Grant Thornton Advisors (NI) LLP were appointed as administrators on May 20, 2025. Furniture Trends, trading as HOUSEPROUD, engaged in the retail of furniture, lighting, and similar items. The Company's registered office is at Unit 2, 6 Ballyrath Road, Armagh, Northern Ireland, BT60 4LE Its principal trading address is at Unit 2, 6 Ballyrath Road, Armagh, Northern Ireland, BT60 4LE (and multiple retail store locations). The joint administrators can be reached at: Stephen Cave Gareth Latimer Grant Thornton Advisors (NI) LLP 12 – 15 Donegall Square West Belfast BT1 6JH JANS COMPOSITES: Keenan Corporate Named as Administrators --------------------------------------------------------- Jans Composites Ltd was placed into administration proceedings in the High Court of Justice in Northern Ireland Chancery Division (Company Insolvency), No 29542 of 2025, and Scott Murray and Ian Davison of Keenan Corporate Finance Ltd were appointed as administrators on May 19, 2025. Jans Composites is a manufacturer of glass fibres. The Company's registered office is at 6 Caulside Drive, Antrim, Co Antrim, Northern Ireland, BT41 2DU which is in the process of being changed to c/o Keenan Corporate Finance Ltd, 10th Floor Victoria House, 15-17 Gloucester Street, Belfast, BT1 4LS Its principal trading address is at 6 Caulside Drive, Antrim, Co Antrim, Northern Ireland, BT41 2DU The joint administrators can be reached at: Scott Murray Ian Davison Keenan Corporate Finance Ltd 10th Floor Victoria House 15-17 Gloucester Street Belfast, BT1 4LS Contact Information: Tel No: 028 9023 3023 Email: info@keenancf.com JANS OFFSITE: Keenan Corporate Named as Administrators ------------------------------------------------------ Jans Offsite Solutions Ltd was placed into administration proceedings In the High Court of Justice in Northern Ireland Chancery Division (Company Insolvency), No 29540 of 2025, and Scott Murray and Ian Davison of Keenan Corporate Finance Ltd were appointed as administrators on May 19, 2025. Jans Offsite engaged in the construction of commercial buildings. Its registered office is at 6 Caulside Drive, Antrim, Co Antrim, Northern Ireland, BT41 2DU which is in the process of being changed to c/o Keenan Corporate Finance Ltd, 10th Floor Victoria House, 15-17 Gloucester Street, Belfast, BT1 4LS Its principal trading address is at Trading Address: 6 Caulside Drive, Antrim, Co Antrim, Northern Ireland, BT41 2DU The joint administrators can be reached at: Scott Murray Ian Davison Keenan Corporate Finance Ltd 10th Floor Victoria House 15-17 Gloucester Street Belfast, BT1 4LS Contact Information: Tel No: 028 9023 3023 Email: info@keenancf.com MIRAVET 2025-1: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Miravet 2025-1 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, Miravet 2025-1 DAC will also issue unrated RFN and class Z1, Z2, S, and X notes. S&P said, "Our preliminary ratings address the timely payment of interest and the ultimate payment of principal on the class A notes. Our preliminary ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes address the ultimate payment of interest and principal on these notes, even when they become the most senior class of notes outstanding. Unpaid interest will not accrue additional interest and will be due at the notes' legal final maturity. Credit enhancement for the rated notes will comprise mainly subordination. A reserve fund will be fully funded at closing and provide mainly liquidity support for the payment of senior fees and interest due on the class A notes. Any excess of the cash reserve over its required amount provides credit support. The pool of EUR308 million originated by multiple lenders, with the main ones being Bankia, S.A. and Caixabank, S.A. The assets are first-ranking reperforming mortgages secured primarily on residential properties. Miravet 2025-1, the issuer of the RMBS notes, is an Irish special-purpose entity (SPE). The issuer will purchase fondo de titulizacion (FT) bonds issued by FT Encina, a Spanish SPE. The FT bonds are backed by mortgage certificates pledged in favor of the RMBS noteholders. While S&P has not finalized its analysis of the legal opinions, S&P expects to assign final ratings at closing, subject to a satisfactory review of the transaction documents and legal opinions. Additionally, Caixabank will act as primary servicer on these assets and Anticipa Real Estate, S.L.U will act as special servicer for loans that become in arrears for more than 180 days. The application of our structured finance sovereign risk criteria does not constrain the preliminary ratings. Preliminary ratings Preliminary Class Prelim rating class size (%) A AAA (sf) 77.00 B-Dfrd* AA (sf) 3.00 C-Dfrd* A (sf) 2.75 D-Dfrd* BBB (sf) 2.00 E-Dfrd* BB+ (sf) 1.50 F-Dfrd* B- (sf) 3.00 RFN NR 1.55 Z1 NR 3.50 Z2 NR 7.25 Class S NR N/A Class X NR N/A *S&P's preliminary rating on this class considers the potential deferral of interest payments. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. ========= I T A L Y ========= GOLDEN BAR 2023-2: Fitch Hikes Rating on Class E Notes to 'BB-sf' ----------------------------------------------------------------- Fitch Ratings has upgraded seven tranches of Golden Bar (Securitisation) S.r.l. - Series 2021-1 (GB 2021-1) and of Golden Bar (Securitisation) S.r.l. - Series 2023-2 (GB 2023-2). Fitch has also affirmed all tranches of Golden Bar (Securitisation) S.r.l. - Series 2024-1 (GB 2024-1). Entity/Debt Rating Prior ----------- ------ ----- Golden Bar (Securitisation) S.r.l. - Series 2023-2 Class A notes IT0005561276 LT AAsf Affirmed AAsf Class B notes IT0005561284 LT Asf Upgrade A-sf Class C notes IT0005561292 LT BBBsf Affirmed BBBsf Class D notes IT0005561300 LT BBsf Upgrade BB-sf Class E notes IT0005561318 LT BB-sf Upgrade Bsf Golden Bar (Securitisation) S.r.l. - Series 2024-1 Class A IT0005611378 LT AAsf Affirmed AAsf Class B IT0005611386 LT AA-sf Affirmed AA-sf Class C IT0005611394 LT BBBsf Affirmed BBBsf Golden Bar (Securitisation) S.r.l. - Series 2021-1 Class A IT0005459224 LT AAsf Affirmed AAsf Class B IT0005459232 LT AAsf Upgrade AA-sf Class C IT0005459240 LT AA-sf Upgrade A+sf Class D IT0005459257 LT AA-sf Upgrade Asf Class E IT0005459265 LT A+sf Upgrade BBB+sf Transaction Summary The transactions are public securitisation of auto and personal loans granted to individuals and individual entrepreneur borrowers, by Santander Consumer Bank S.p.A. (SCB). SCB is wholly owned by Santander Consumer Finance, S.A. (A/Stable/F1), the consumer credit arm of Banco Santander, S.A. (A/Stable/F1). The transactions closed between 2021 and 2024 and are all amortising. KEY RATING DRIVERS Revised Asset Assumptions Support Upgrades: Fitch has lowered the default base cases to 3%, 1.5%, 1.25% and 6% for used vehicles, new vehicles, balloon loans and personal loans respectively. The agency has also revised the 'AAsf' weighted average (WA) default stress multiples to 4.6x, taking into account the end of the revolving period for GB2023-2, longer performance history and a lower default base case for personal loans for GB2021-1 and GB2024-1. Stable Asset Performance: Asset performance has been in line with Fitch's expectations. The outstanding balance of loans more than 30 days past are below 0.3% of the current asset balance at the beginning of 2025. Cumulative defaults as a percentage of the initial asset balance ranged between 0.3% for GB 2024-1 and 1.4% for GB 2021-1. Strong Excess Spread: The portfolios generate substantial excess spread, with a WA portfolio yield of 6.1%, 7.5% and 8.5% for GB 2021-1, GB 2023-2 and GB 2024-1, respectively. Fitch tested the ratings under stressed portfolio yield reduction and concluded that the repayment of the class E notes of GB 2021-1 and the class C notes of GB 2024-1 are dependent on excess spread, thereby currently constraining the ratings. Pro-Rata Subject to Triggers: The outstanding notes repay pro rata until a sequential redemption event occurs. In its base case Fitch sees a switch to sequential amortisation as unlikely due to the gap between its portfolio loss expectations and performance triggers. A mandatory switch to sequential paydown when the outstanding collateral balance falls below a certain threshold mitigates tail risk. No Servicing Fees Modelled: GB 2023-2 and GB 2024-1 have an amortising replacement servicer fee reserve to cover fees to be paid to a replacement servicer. The reserve is posted on certain triggers being breached. Fitch believes the reserve will be adequate to cover stressed servicer fees at the maximum achievable rating for the notes throughout the transaction's life. Therefore, no servicing fees are modelled in Fitch cash flow analysis, resulting in higher excess spread being available in the structures. 'AAsf' Sovereign Cap: The notes rated 'AAsf' are at the maximum achievable rating for Italian structured finance transactions, six notches above Italy's Long-Term Issuer Default Rating (IDR) (BBB/Positive/F2). The Positive Outlook on the 'AAsf' rated tranches reflects that on Italy's IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The notes rated at the highest achievable rating for Italian transactions are sensitive to changes in Italy's Long-Term IDR. A downgrade of Italy's IDR and the related rating cap for Italian structured finance transactions could trigger a downgrade of those notes' ratings. Unexpected increases in the frequency of defaults or decreases in recovery rates producing larger losses than the base case could result in negative rating action on the notes. For example, a simultaneous increase of base case defaults by 25% and decrease of the base case recovery by 25% would lead to downgrades of up to three notches each for the class A to E notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class notes capped at the Country Ceiling are sensitive to changes in Italy's Long-Term IDR. An upgrade of Italy's IDR and the related rating cap for Italian structured finance transactions could trigger an upgrade of those notes rated at the sovereign cap, provided available credit enhancement is sufficient to absorb the associated higher rating stresses. 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 pools and the transactions. 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. Prior to the transactions' closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Prior to the transactions' closing, Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. 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 GB2021-1, GB2023-2 and GB2024-1. 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. =================== K A Z A K H S T A N =================== BEREKE BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Kazakhstan-based Bereke Bank JSC's Long-Term Issuer Default Ratings (IDRs) at 'B+'. The Outlooks are Stable. Key Rating Drivers Bereke's Long-Term IDRs and National Long-Term Rating are driven by its intrinsic credit strength, as measured by its 'b+' Viability Rating (VR). Bereke's VR reflects its weaker business profile and profitability compared with domestic peers', and moderate capitalisation. The bank's National Rating reflects its creditworthiness in local currency relative to that of other Kazakhstani issuers. High Inflation, Retail Lending Risks: Fitch expects economic growth to remain robust in 2025-2026 on high oil production and solid investment growth, after a 4.8% increase in 2024. Headline inflation will remain high in 2025-2026 (end-1Q25: 10.7%). Rapid consumer lending growth since 2021 has created overheating risks, while recent restrictive regulatory measures should cool loan growth and mitigate credit risk in this sub-sector. Weak Business Profile; New Shareholder: Bereke is a small bank in the concentrated Kazakh banking sector, with about 4% of sector assets at end-1Q25. Bereke is mainly focused on SME and retail lending, although new business prospects are challenged by certain franchise limitations and competitive pressures from larger banks. In 4Q24, the state-owned JSC National Management Holding Baiterek (BBB/Stable) completed the sale of its 100% equity stake in Bereke to Qatar-based Lesha Bank LLC. Fitch believes integration between the two entities, as well as Bereke's role in the group, is limited. Credit Risks Driven by Retail: Retail loans accounted for 77% of gross loans at end-1Q25, including secured exposures (about 39% of gross loans) and consumer finance (38%), which Fitch views as the primary source of credit risk. Corporate and SME loans accounted for 23% of gross loans. Loan book contracted 6% in 2024 and a further 2% in 1Q25, driven by corporate loan repayments and net write-offs (2024: around 4% of average gross loans), while Fitch expects loan growth to resume in 2025-2026. High Impaired Loans; Deep Provisions: Bereke's impaired loans rose to 11.7% of gross loans at end-1Q25 (end-2023: 9%), reflecting both new retail loan impairments and loan book contraction. Impaired loans were fully covered by total loan loss allowances on the same date. Fitch expects impaired loans ratio to decrease, supported by write-offs and loan growth, but to remain in the high single digits in 2025-2026. Weaker-Than-Peers' Profitability: Bereke's operating profit/risk-weighted assets (RWAs) ratio fell to a low 0.5% in 2024 (2023: 2.6%), driven by higher loan impairment charges (LICs) and operating expenses. This core profitability metric was well below the sector average of 7% in 2024, and Fitch expects it to recover to around 2% in 2025-2026, on loan growth and better cost control. Fitch forecasts LICs to remain high at 4% of average gross loans, capturing retail lending risks. Moderate Capitalisation: Bereke's Fitch Core Capital (FCC) ratio rose to 14.2% at end-1Q25 (end-2024: 12.7%, end-2023: 10.5%), underpinned by full profit retention and stable RWAs. The bank's capital adequacy should be viewed in the context of high leverage (end-1Q25 equity/assets ratio: 7.8%). Fitch expects the FCC ratio to remain around 13% in 2025-2026, with internal capital generation offset by loan growth. State Funding; Adequate Liquidity: Bereke remains reliant on state-related funding (end-2024: 35% of non-equity funding), which Fitch views as non-core. Non-state deposits recorded a strong, price-driven increase of 48% in 2024. This has led to a lower loans/deposits ratio of 82% at end-1Q25 (end-2023: 134%). The bank's buffer of liquid assets was large, at 51% of total assets, covering 80% of customer deposits at end-1Q25. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Bereke's ratings are sensitive to changes in its intrinsic creditworthiness. A downgrade of the bank's VR could be driven by considerable asset-quality deterioration resulting in losses for several consecutive reporting periods and pressure on the bank's capitalisation. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upside is currently limited and would require a material strengthening of the bank's franchise with a record of a stable business model and risk profile and stronger financial profile metrics, while maintaining a stable liquidity profile. Bereke's Government Support Rating (GSR) of 'no support' reflects Fitch's view that support from the Kazakhstan authorities is unlikely given the bank's limited systemic importance. Fitch also does not factor any shareholder support from Lesha in Bereke's ratings, as shareholder support cannot be relied on. Bereke's GSR of 'no support' could be upgraded if there is an increase in the bank's systemic importance, underscored by a material increase in its market shares. VR ADJUSTMENTS The capitalisation and leverage score of 'b+' is below the 'bb' category implied score because of the following adjustment reason: leverage and risk-weight calculation (negative). The funding and liquidity score of 'b+' is below the 'bb' category implied score because of the following adjustment reason: deposit structure (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Bereke Bank JSC LT IDR B+ Affirmed B+ ST IDR B Affirmed B LC LT IDR B+ Affirmed B+ Natl LT BBB-(kaz) Affirmed BBB-(kaz) Viability b+ Affirmed b+ Government Support ns Affirmed ns =================== L U X E M B O U R G =================== ALTISOURCE PORTFOLIO: 1-for-8 Reverse Split Takes Effect May 28 --------------------------------------------------------------- Altisource Portfolio Solutions S.A. announced that its shareholders have overwhelmingly approved a reverse stock split (the "Share Consolidation") at the Company's Extraordinary General Meeting of Shareholders held on May 13, 2025. Pursuant to the Share Consolidation, every eight (8) shares of the Company's common stock will be consolidated into one (1) share of common stock, reducing the total number of outstanding shares from 88,951,925 to approximately 11,118,990. The Share Consolidation is scheduled to become effective on May 28, 2025, subject to the completion of required administrative procedures. Fractional Share Treatment and Important Deadlines No fractional shares will be issued in connection with the Share Consolidation. Instead, any fractional shares resulting from the Share Consolidation will be redeemed by the Company for cash at the closing price of the Company's common stock on May 27, 2025, the last trading day prior to the Share Consolidation effective date. Shareholders holding shares through a bank, broker, or other nominee are encouraged to contact their financial intermediary to determine the best way to adjust their holdings if needed. Proceeds from the redemption of fractional shares will be distributed to affected shareholders on a pro rata basis and without interest. About the Share Consolidation The Share Consolidation is intended to help the Company regain compliance with the Nasdaq Global Select Market's $1.00 minimum bid price requirement. Additional details regarding the Share Consolidation, including its rationale, effects, and associated risks, are described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 31, 2025. About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. -- https://www.Altisource.com/ -- is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. As of March 31, 2025, Altisource Portfolio Solutions had $145.7 million in total assets, $264.7 billion in total liabilities, and total stockholders' deficit of $119 million. * * * In March 2025. S&P Global Ratings raised its Company credit rating on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'. S&P said, "We also assigned our 'B' issue-level rating and '1' recovery rating to the new $12.5 million senior secured debt (super senior facility), 'CCC-' issue-level rating and '6' recovery rating to the new $160 million senior subordinated debt (new first lien loan), and withdrew our ratings on the company's exchanged senior secured term loan, which was rated 'D'. "The stable outlook reflects our expectation that over the next 12 months, while we expect Altisource to generate positive cash flow from operations, we believe its liquidity will remain constrained and the company will remain dependent on favorable financial and economic conditions to meet its financial commitments. ALTISOURCE PORTFOLIO: All Proposals OK'd at 2025 Meetings --------------------------------------------------------- Altisource Portfolio Solutions S.A. held its 2025 Annual General Meeting of Shareholders and an Extraordinary General Meeting of Shareholders. A quorum was present at each of the meetings. The Company's shareholders voted on the following seven proposals at the Annual Meeting: Proposal 1: The election of the John G. Aldridge, Jr., Mary C. Hickok, Wesley G. Iseley, Joseph L. Morettini, Roland Müller-Ineichen, William B. Shepro, and Matthew Winkler to serve on the Company's Board of Directors until the next annual general meeting of shareholders, or until their respective successors have been elected and qualified, was approved. Proposal 2: The appointment of RSM US LLP to be Company's independent registered public accounting firm for the year ending December 31, 2025 until the Company's 2026 annual meeting of shareholders, and the appointment of Atwell S.a r.l. to be Company's certified auditor (Reviseur d'Entreprises) for the same period, was approved. Proposal 3: The Company's Luxembourg Annual Accounts for the year ended December 31, 2024 and consolidated financial statements prepared in accordance with International Financial Reporting Standards (the "Consolidated Accounts" and, together with the Luxembourg Annual Accounts, the "Luxembourg Statutory Accounts") as of and for the year ended December 31, 2024, were approved. Proposal 4: The receipt and approval of the Directors' report for the Luxembourg Statutory Accounts for the year ended December 31, 2024 and the receipt of the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period, were approved. Proposal 5: The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2024, was approved. Proposal 6: The discharge of each of the Directors of the Company for the performance of their mandate for the year ended December 31, 2024, and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period, was approved. Proposal 7: The compensation of the Company's named executive officers as disclosed in the Company's proxy statement ("Say-on-Pay"), was approved on a non-binding advisory basis. The final results for each matter submitted to a vote of shareholders at the Extraordinary Meeting are as follows: Proposal 1: An amendment to Article 5 of the Company's Amended and Restated Articles of Incorporation to consolidate 88,951,925 shares of the Company's common stock without designation of nominal value into 11,118,990 shares of the Company's common stock without designation of nominal value, on the basis of a ratio of one (1) post-consolidation share of the Company's common stock for every eight (8) outstanding pre-consolidation shares of the Company's common stock, was approved. Proposal 2: An amendment to Article 5 of the Articles to decrease the share capital of the Company by decreasing the par value of the existing shares of the Company's common stock, in order to bring the share capital of the Company from its current amount of USD 889,519.25 to USD 111,189.90, represented by 11,118,990 shares of the Company's common stock without designation of nominal value, and by allocating such amount deriving from the share capital decrease to the share premium account of the Company, was approved. Proposal 3: Amendments to Articles 20 and 23 of the Articles to establish a minimum quorum requirement of at least thirty-three and one-third percent (33 1/3%) for all general meetings of shareholders -- and for all extraordinary meetings of shareholders where no quorum requirement would otherwise apply -- per Nasdaq Stock Market Rule 5620(c), were approved. Proposal 4: Minor administrative updates to the Articles to streamline internal governance processes were approved. Each of the foregoing proposals for the Annual Meeting and the Extraordinary Meeting is more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on March 31, 2025. About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. -- https://www.Altisource.com/ -- is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. As of March 31, 2025, Altisource Portfolio Solutions had $145.7 million in total assets, $264.7 billion in total liabilities, and total stockholders' deficit of $119 million. * * * In March 2025. S&P Global Ratings raised its Company credit rating on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'. S&P said, "We also assigned our 'B' issue-level rating and '1' recovery rating to the new $12.5 million senior secured debt (super senior facility), 'CCC-' issue-level rating and '6' recovery rating to the new $160 million senior subordinated debt (new first lien loan), and withdrew our ratings on the company's exchanged senior secured term loan, which was rated 'D'. "The stable outlook reflects our expectation that over the next 12 months, while we expect Altisource to generate positive cash flow from operations, we believe its liquidity will remain constrained and the company will remain dependent on favorable financial and economic conditions to meet its financial commitments. HIDROVIAS INT'L: Fitch Revises 'BB-' Rating on Notes to Watch Pos. ------------------------------------------------------------------ Fitch Ratings has revised to Rating Watch Positive (RWP) from Rating Watch Negative (RWN) Hidrovias do Brasil S.A.'s (Hidrovias) 'BB-' Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs), the 'AA-(bra)' National Long-Term Rating, its debentures rating, and Hidrovias International Finance S.a.r.l.'s senior unsecured notes rated 'BB-'. The RWP reflects Ultrapar Participações S.A.'s (Ultrapar) controlling ownership over Hidrovias, following a BRL1.2 billion capital increase, and the expected guarantee by Ultrapar to more than 50% of Hidrovia's pro forma debt, which potentially strengths the legal ties between them. Evidence of tangible incentives for Ultrapar to support Hidrovias will lead to an upgrade in Hidrovia's ratings by at least one notch. The current ratings incorporate Hidrovias' strong business position in Brazil's North Region waterway sector and the Parana-Paraguay river system, bolstered by take-or-pay contracts and financial flexibility. The ratings are constrained by hydrological risks, potential crop failures, and client concentration. Key Rating Drivers Support of the Parent: Hidrovias' credit profile benefits from the increased stake of Ultrapar, which now holds 50.15% following a capital increase of BRL1.2 billion. Ultrapar's tangible support is expected through its guarantee of the announced BRL2.2 billion in new debenture issuance, scheduled for early June, which will account for more than 50% of Hidrovias' pro forma debt as of March 2025. Ultrapar Group is a prominent Brazilian conglomerate with diverse operations primarily focused on the energy, infrastructure, and chemical sectors. The group's business profile is supported by its significant market presence and operational expertise, particularly through its subsidiaries, which include Ipiranga, Ultragaz, Ultracargo and Hidrovias do Brasil. The group's financial profile is bolstered by its ability to leverage economies of scale and diversify its revenue streams across various sectors, maintaining conservative leverage and strong liquidity. Improving Financial Profile: The capital increase added an additional BRL700 million to Hidrovias' cash, in addition to the BRL500 million capitalized AFAC provided by Ultrapar in December 2024, enhancing the issuer's capital structure. Pro forma for the transaction, Hidrovias' net debt/EBITDAR is 4.7x, a significant reduction from 5.8x as of March 2025. Beginning in 2025, a gradual recovery in Hidrovias' volumes, due to improved water levels in the North and South Corridors along with a stable tariff environment, is expected to boost the company's operating cash flow, resulting in a net leverage decrease to 4.3x in 2025 and 3.8x in 2026. Peer Analysis Hidrovias holds the weakest position in the 'BB' rating category compared to regional transportation and logistics peers, which are typically rated 'BB' to 'BBB'. Its rating is constrained by a medium-sized business scale, hydrological risks and the weakest capital structure among Brazilian peers like MRS Logistica S.A. (MRS Logistica; Local Currency IDR BBB-/Stable), Rumo S.A. (Rumo; Local Currency IDR BB+/Stable) and VLI S.A. (VLI; AAA[bra]/Stable). However, Hidrovias' competitive regional position and take-or-pay contracts help mitigate business volatility. Hidrovias' net adjusted leverage is expected to remain higher than other rated Brazilian peers in the transportation and logistics sector with more mature operations and higher ratings. Rumo, VLI and MRS Logistica should report net leverage below 2.5x in the next two years, while Hidrovias' ratings incorporate expectations of a higher net adjusted leverage. Key Assumptions - Issuance of BRL2.2 billion of debentures, guaranteed by Ultrapar; - Full repayment of the third debentures issuance, maturing in 2026, and the BRL1.8 billion of notes, maturing in 2031. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weak legal, strategic, and operational ties between Hidrovias and Ultrapar; - Net adjusted debt to EBITDAR ratio consistently above 4.5x on a sustained basis; - Deterioration of its liquidity position, with increasing short- to medium-term refinancing risks; - Large debt-funded mergers and acquisitions transactions or entering into a new business in the logistics sector that adversely affects its capital structure on a sustained basis or increases business risk exposure. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Evidence of tangible legal, strategic, and operational ties between Hidrovias and Ultrapar. Liquidity and Debt Structure Hidrovias has consistently maintained strong cash balances. The conclusion of the BRL1.2 billion capital injection in May 2025 improves its financial flexibility and prepares the company to run its main investment plans in the North Corridor, and potentially improve its operating cash flow generation. Pro forma to the transaction, Hidrovia's cash on hand is around BRL1.0 billion. As of March 31, 2025, Hidrovias' cash position was BRL397 million, with short-term debt at BRL392 million, after the amortization of BRL900 million of its notes in February. Total debt stood at BRL3.9 billion, mainly comprising international bonds (55%) maturing in 2031, local debentures (35%) and leasing obligations (7%). Issuer Profile Hidrovias is an integrated logistics provider focused on waterways logistics services. It has an end-to-end infrastructure, including transshipment, port terminals and a fleet of barges, pusher tugs and cabotage vessels. Ultrapar is the main shareholder with a 50.15% stake. Summary of Financial Adjustments - Lease expenses were adjusted back to operating expenses, reducing EBITDA; - The leasing obligation reported in the balance sheet is considered as debt. 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 Hidrovias do Brasil S.A. has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to the effective impact on the company operations due the hydrological risks, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Hidrovias International Finance S.a.r.l. senior unsecured LT BB- Rating Watch Revision BB- Hidrovias do Brasil S.A. LT IDR BB- Rating Watch Revision BB- LC LT IDR BB- Rating Watch Revision BB- Natl LT AA-(bra)Rating Watch Revision AA-(bra) senior unsecured Natl LT AA-(bra)Rating Watch Revision AA-(bra) INFRAGROUP BIDCO: S&P Affirms 'B' ICR & Alters Outlook to Stable ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Infragroup Bidco S.a.r.l. to stable from positive and affirmed its 'B' long-term issuer credit rating, as well as the 'B' issue rating and '3' recovery rating on the upsized term loan B (TLB) issued by Finco Utilitas B.V. The stable outlook reflects S&P's view that Infragroup will continue to see strong organic revenue of about 10% and EBITDA growth in the next 12 months, thanks to a strong order back log that reflects the secular growth trends in its end markets. This will support positive free operating cash flow (FOCF) and deleveraging to about 5.0x by year-end September 2026 from 6.1x as at close of the transaction, but with sustained improvements expected to be offset by a financial policy that tolerates debt-funded acquisitions and shareholder returns. Infragroup's debt leverage will materially increase following the issuance of new debt to fund a special dividend and a string of bolt-on acquisitions, and as a result S&P no longer think that its credit metrics will be commensurate with a higher rating in the next 12 months. The group is raising EUR470 million of new debt by upsizing its existing TLB to fund a EUR300 million dividend and along with EUR30 million cash on balance sheet fund eight bolt-on acquisitions. In addition, the RCF due March 2030 has been upsized to EUR150 million from EUR130 million. The company expects the eight acquisitions (six of which have been closed to date, with two fully signed and expected to be closed by June 2025) to bring an additional EUR278 million of annual revenue and EUR45 million of annual EBITDA. Although successful integration of these acquisitions remains a risk, the group has a strong track record of integrating acquisitions of this size. S&P said, "After the transaction, we forecast that Infragroup's credit metrics will be weaker than previously anticipated, although still comfortably within the 'B' rating in our view, with leverage above 6.0x and funds from operations (FFO) to debt of about 9%, while maintaining positive FOCF. At the end of fiscal 2024 (ended Sept. 30, 2024), adjusted debt leverage was 5.2x (4.8x pro forma for annualizing the acquisitions during the fiscal year), with FFO to debt at 8.7%. However, following the debt-funded transaction we forecast leverage of about 6.1x. We anticipate that the group will continue to deleverage, but at a slower pace than we previously envisaged, with leverage of about 5.0x at year-end September 2026 compared with the prior expectation of 4.0x. FFO to debt is also anticipated to be weaker at about 12% compared with the prior expectation of 15% over the same period. Furthermore, we think that the group's financial policy will allow for further debt-funded shareholder friendly returns and debt-funded acquisitions over the medium term, that could hamper the group's longer-term deleveraging prospects. "The group's strong operating performance during fiscal 2024 is expected to continue on the back of favorable industry tailwinds. We understand that the group's order book has increased and is at an all-time high of EUR4.9 billion, which should support organic revenue growth of about 10% annually over the next few years. This is because we see the business well positioned to further benefit from a positive market environment underpinned by investment programs from its utilities clients. We estimated that S&P Global Ratings-adjusted EBITDA margin will gradually expand from an estimated 16.6% in fiscal 2024 to about 17.0% over the next two to three years, thanks to good cost control by management, better operating leverage as the company is increasing in size, and synergy realization from its acquired companies. For the acquired companies, we assume EBITDA margins will be broadly aligned with the existing business as management targets companies that exhibit solid operating performance rather than require significant restructuring activities. "We anticipate that Infragroup will continue with its buy-and-build strategy, alongside its organic growth in the coming years, hence we include net acquisition spend of EUR100 million per year in our base case, adding about EUR140 million of annualized revenue from fiscal 2026. Due to the financial sponsor ownership, we expect that funding for mergers and acquisitions (M&A) could be largely through debt as indicated by both the EUR130 million tap during fiscal 2024 and this transaction. Therefore, a more aggressive financial policy that funds large acquisitions beyond our expectation may constrain rating upside. "The stable outlook reflects our view that Infragroup will continue to see strong organic revenue of about 10% and EBITDA growth in the next 12 months, thanks to a strong order back log that reflects the secular growth trends in its end markets. This will support positive FOCF and deleveraging to about 5.0x by year-end September 2026 from 6.1x as at close of the transaction, but with sustained improvements expected to be offset by a financial policy that tolerates debt-funded acquisitions and shareholder returns." S&P could lower the rating if: -- Economic challenges or operational missteps resulted in negative or limited FOCF on a sustained basis; -- Integration challenges from Infragroup's bolt-on acquisitions lead to materially higher-than-expected one-off costs; -- FFO cash interest coverage declined sustainably below 2.0x; or -- The company adopted a more aggressive financial policy, with large debt-funded acquisitions or shareholder-friendly returns that push adjusted debt to EBITDA above 7.0x (on a pro forma basis) for a sustained period. S&P could raise the rating if the company continues to deliver a solid operating performance with robust organic growth and successful execution on its bolt-on acquisitions, alongside a financial policy that supports credit metrics commensurate with a higher rating. This implies adjusted leverage below 5.0x and FFO to debt above 12% on a sustained basis and that the company strategy is supportive of maintaining credit metrics at those levels. PLT VII FINANCE: S&P Affirms 'B' ICR & Alters Outlook to Stable --------------------------------------------------------------- S&P Global Ratings revised its outlook on PLT VII Finance S.a r.l. (Bite) to stable, from positive. S&P affirmed its 'B' long-term issuer credit rating and its 'B' issue rating on its debt. The stable outlook reflects S&P's expectation that Bite's revenue and EBITDA will grow, leading to adjusted debt to EBITDA of 4.8x in 2025 and free operating cash flow (FOCF) to debt of around 6%-7%, but noting a risk that leverage will increase to up to 6.5x if Bite undertakes a large debt-funded dividend or acquisitions. Bite recently started capitalizing its produced content costs, previously reported as operating expenses, leading to higher reported EBITDA. Its medium-term leverage target is still 5.0x. On an adjusted basis, the leverage target under this financial policy has changed to 6.5x (from about 6.0x), materially exceeding our maximum leverage threshold for an upgrade (5.5x). Despite a solid operating performance in 2024, with S&P Global Ratings-adjusted leverage at around 4.8x, we believe the company will likely incur additional debt, leading to leverage of 5.5x in the medium term. S&P said, "Our outlook revision follows Bite's change to its accounting, which has led to higher S&P Global Ratings-adjusted leverage. Bite recently changed its accounting approach to acquired and produced content, which is now capitalized rather than expensed (its approach up until 2023). This accounting change has led to improved reported EBITDA and leverage, while the financial policy target of net leverage of less than 5.0x remains unchanged, effectively allowing for more debt uptake within the policy. Its S&P Global Ratings-adjusted EBITDA remains unchanged because we continue to expense the related costs, rather than capitalize them as the company does. Therefore, the company's net reported 5.0x medium-term leverage target now translates into about 6.5x S&P Global Ratings-adjusted leverage (higher than the 6.0x under the previous reported EBITDA calculation), materially exceeding our upside trigger of 5.5x. More broadly, our rating is constrained by Bite's financial sponsor ownership. "We anticipate Bite will continue to report a solid performance. In 2024, its revenues grew broadly in line with our expectations, at 3.3%, driven by a balanced performance across all its business segments, and we anticipate it will continue growing at 4%-5% in 2025-2026, underpinned by strong growth in broadband and pay TV. More than half its service revenue is generated in the mobile segment, where Bite is an established in Lithuania and Latvia, both being three-player markets (Telia, Tele2, and Bite). Bite is No.3 (close to No.2) in both, with 29% market share in Lithuania and 24% in Latvia in 2024. It is still a small player in fixed broadband; its 10% market share in the two countries combined generates about 10% of total group revenue. "We expect Bite will take advantage of the fragmented Lithuanian and Latvian fixed markets and acquire small fixed players to strengthen its position over time. Its profitability remains slightly below the European average, but we forecast a fairly stable EBITDA margin of 35% in 2025-2026, in line with 2024 and up from 34% in 2023. This will be supported by operating leverage capabilities and increased margin under mobile, but offset by the mix shift toward over-the-top (OTT) platforms and increased content costs, leading to a slight deleveraging toward 4.6x in 2026, from 4.8x in 2024. "Despite the ongoing 5G rollout, Bite's capital expenditure (capex) needs are modest, which supports good FOCF generation. Its 2024 capex needs were around 11% of revenues to fund its accelerated 5G rollout and will likely stay at this level in 2025. From 2026, we expect capex-to-revenues to drop to 8%-9%, well below European peers (17% on average). This reflects the specificities of Lithuania and Latvia, two geographically flat countries with low population densities but high concentrations in capital cities. This allows operators to focus on small, concentrated areas, while providing significant coverage to the rest of the country. The 5G population coverage is currently 77% in Lithuania and 76% in Latvia. Moderate capex supports solid FOCF generation, with FOCF after lease payments of about EUR52 million likely in 2025. Following a temporary weakening of FOCF to debt to about 4% in 2024, due to one-off refinancing costs, we forecast this metric to recover to close to 7% in 2025." Bite has become a more diversified player. Before its 2020 acquisition of Baltcom, Bite was a predominantly mobile operator, but now it's a converged mobile, fixed broadband, pay TV, and media player in the Baltics. It has 1.8 million mobile revenue generating unit (RGUs) and 1.2 million broadband and pay TV RGUs, offering products across business-to-consumer, business-to-business, and retail. Its reported revenue increased to EUR583 million in 2024, from EUR389 million in 2019, and S&P expects annual top-line growth of about 4.5%-5.0% in 2025-2026. The group operates Go3, the leading pay TV platform in the Baltics, providing local and international content, which supports cross-selling opportunities through attractive bundle offerings. The brand is highly recognizable in the Baltics and in 2024 the group increased its Go3 OTT RGUs to 600,000 from 500,000. The media segment generates about 14% of the group's service revenue, representing primarily advertising sales, where the group has about half of the Baltics market. With the Go3 umbrella brand, Bite has a fully integrated multiplatform. S&P said, "The stable outlook reflects our expectation that Bite will report growing revenues and EBITDA, leading to S&P Global Ratings-adjusted debt to EBITDA of 4.6x and FOCF to debt of about 8%, but with the risk of leverage increasing up to 6.5x if it undertakes large debt-funded dividend recaps or acquisitions. "We could lower the rating if Bite's FOCF declined toward zero, debt to EBITDA increased to 7.0x or above, or funds from operations to cash interest coverage declined toward 2.0x. This could be the result of a more aggressive financial policy resulting in higher debt to fund shareholder distributions or large acquisitions. "We could raise the rating if the company's financial policy supported S&P Global Ratings-adjusted debt to EBITDA remaining below 5.5x and FOCF to debt recovering sustainably to at least 7%, coupled with an operating performance in line with our base case." SAMSONITE GROUP: S&P Affirms 'BB+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' issuer credit rating on Luxembourg–based Samsonite Group S.A., as well as its ratings on its senior secured debt and senior unsecured debt at 'BBB-' and 'BB+', respectively. The stable outlook reflects its expectation that Samsonite will maintain S&P Global Ratings-adjusted debt to EBITDA in the low-2x area despite headwinds to consumer discretionary spending in 2025. S&P said, "We reassessed Samsonite's financial risk profile to reflect our forecast of near- and longer-term leverage in the 2x-3x range compared to our previous 1.5x-2x range. "We believe Samsonite's proven track record as a strong operator and leader in its segment will allow the company to navigate near-term headwinds, even at slightly higher leverage. "We project Samsonite's S&P Global Ratings-adjusted leverage will be in the mid- to low-2x range through 2026. We reassessed our view of Samsonite's financial risk profile to reflect our expectation that the company will successfully manage its business over the upcoming years. The assessment incorporates its track record of solid performance, while also operating with a focus of managing a relatively conservative financial policy. We also consider some potential volatility linked to the travel industry, and the discretionary nature of travel and nontravel-related products." First quarter performance reflected weakness in consumer spending, and some cautious buying in its wholesale channel ultimately leading to a last-12-month (LTM) S&P Global Ratings adjusted-leverage of 2.2x. In addition, while the situation remains fluid, Samsonite is likely to feel some cost pressures as it relates to tariffs. S&P said, "However, we expect the company to be in a good position to take mitigating action, highlighting its ability to leverage scale and market presence. Samsonite's ability to mitigate the current and expected headwinds supports the rating, however, we envision credit metrics to be somewhat volatile, as seen in the first quarter of 2025. Taken together, we believe this supports our expectation that the company will continue to manage a leverage ratio in the 2x-3x range on an S&P Global Ratings-adjusted basis. Furthermore, we now expect Samsonite S&P Global Ratings adjusted debt to EBITDA to be roughly 2.4x in 2025 and to remain in the mid- to low-2x area in 2026 compared to our previous forecast for near 2x." Samsonite has enough liquidity to manage upcoming maturities including roughly EUR350 million senior notes due May 15, 2026, supported by about $1.35 billion in liquidity as of March 31, 2025. Our forecast also projects the company to generate free operating cash flow (FOCF) of around $380 million in 2025, increasing to $410 million in 2026 after spending $120 million of annual capital expenditures (capex) targeted for new stores, remodels, and product development. Over the past 12 months, Samsonite paid a $150 million annual cash distribution to shareholders and repurchased $200 million of its shares, outlining its willingness to return value to shareholders while maintaining leverage near 2x. S&P anticipates Samsonite will continue to take a disciplined approach to its financial policy and strategically distribute value to shareholders over the next 12 months while maintaining sufficient liquidity. S&P said, "We expect Samsonite to navigate macroeconomic headwinds in 2025 leveraging scale and operating efficiencies. In the first quarter of 2025, Samsonite revenues fell by 7.3% (or 4.5% on a constant currency basis), and S&P Global Ratings adjusted EBITDA margins contracted 240 basis points (bps). While there was a negative impact related to a buying shift in its wholesale channel, the bulk of the headwinds were related to weaker consumer spending and slower wholesale buying. As a result, we now expect revenues to come down roughly 5% and for S&P Global Ratings adjusted EBITDA margins to come down as much as 300 bps. Our 2025 forecast incorporates weaker demand as consumer discretionary spending remains cautious, mitigated by strategic pricing on tariff-affected products, further supply chain diversification away from U.S.-sourced products from China, pre-buying of inventory in the first quarter of 2025, and optimizing advertising spending depending on the demand environment in its key locations." These actions should help to offset some near-term headwinds, while product innovation and the generally positive longer-term prospects for travel, should contribute to margin improvement in 2026. The stable outlook reflects S&P's expectation that Samsonite will be able to maintain S&P Global Ratings-adjusted debt to EBITDA in the mid- to low-2x area despite headwinds to consumer discretionary spending in 2025. S&P could lower the rating if it expects leverage to exceed 3x on a sustained basis. This could occur if: -- A worsening macroeconomic environment or operational misstep significantly weakens performance compared with S&P's base case; or -- Management pursues a more aggressive financial policy with a greater appetite for leverage or shareholder returns. S&P could consider a higher rating on Samsonite if: -- S&P said, "The company's operating prospects and competitive standing were to improve such that we would compare it more closely to larger and more diversified competitors. This could occur if the company were to significantly expand its operating scale and competitive position above our base case such that we would view its business risk more favorably;" or -- S&P expects S&P Global Ratings adjusted leverage to be sustained below 2x while also committing to a more disciplined financial policy that supports leverage sustained at or below this level; and -- S&P believes it can operate with stable credit metrics through challenging economic cycles. =========== R U S S I A =========== KYRGYZSTAN: Fitch Assigns 'B' Rating on Proposed USD Bonds ---------------------------------------------------------- Fitch Ratings has assigned Kyrgyzstan's proposed US dollar bonds a 'B' rating. The bonds will be issued under the issuer's global medium-term note programme. Proceeds will be used for general budgetary purposes, including financing hydroelectric power projects. Key Rating Drivers The rating is in line with Krygyzstan's Long-Term Foreign-Currency Issuer Default Rating (IDR), which Fitch published at 'B' with a Stable Outlook on 24 April 2025. The following ESG issues represent key rating drivers for the proposed bonds; other key rating drivers can be found in the issuer rating action commentary, dated 24 April 2025. ESG - Governance: Kyrgyzstan has an ESG Relevance Score (RS) of '5' for both Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. These scores reflect the high weight that the WBGI have in its proprietary Sovereign Rating Model. Kyrgyzstan has a low WBGI ranking at 21.2, reflecting repeated leadership changes, lagging institutional capacity, uneven application of the rule of law and a high level of corruption. The rating on the proposed bonds is sensitive to any changes in Kyrgyzstan's Long-Term Foreign-Currency IDR, which has the following rating sensitivities (as per the rating action commentary referenced above). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - External Finances: A sustained decline in international reserves, for example, as a result of reduced remittances, disruptions to regional trade, and/or the inability to secure financing from official and commercial creditors. - Public Finances: A significant rise in the debt-to-GDP ratio in the medium term, for example, due to sustained fiscal slippage or large increase in contingent liabilities. - Structural Features: Marked deterioration in political stability, particularly if this leads to external financing strains and/or a material weakening of medium-term growth prospects. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - External Finances: Reduction in external vulnerabilities, for example, through significant accumulation of foreign-exchange reserves and reductions in structural current account deficits. - Public Finances: A material reduction in government debt, for example, due to sustained revenue mobilisation. - Structural Features/Macro: A sustained improvement in governance standards and political stability that facilitate the diversification of the economy, enabling substantial increase in GDP per capita. Date of Relevant Committee 15-May-2025 ESG Considerations The ESG profile is in line with that of Kyrgyzstan. Entity/Debt Rating ----------- ------ Kyrgyzstan senior unsecured LT B New Rating UZBEKISTAN: S&P Affirms 'BB-/B' ICRs & Alters Outlook to Positive ----------------------------------------------------------------- S&P Global Ratings, on May 23, 2025, revised its outlook on Uzbekistan to positive from stable. At the same time, S&P affirmed its 'BB-/B' long- and short-term foreign and local currency sovereign credit ratings. The transfer and convertibility assessment on Uzbekistan remains 'BB-'. Outlook The positive outlook indicates that S&P expects the government will continue to implement economic and governance reforms, while progressing with fiscal consolidation measures. The upside scenario also reflects our expectation of elevated gold prices, which will buttress Uzbekistan's export and fiscal receipts. Upside scenario S&P said, "We could raise the ratings if Uzbekistan's reform commitment were to persist, demonstrated for example, by continued energy tariff reforms and improving supervision of government-related entities (GREs). We could also consider an upgrade if Uzbekistan moderates its budgetary and current account deficits without significantly impairing economic performance." Downside scenario S&P said, "We could revise the outlook to stable if external and fiscal deficits weaken beyond our expectations due to less favorable terms of trade, persistently high government spending, or higher borrowing costs. We could also revise the outlook to stable if growth slows significantly, for instance due to lower-than-anticipated benefits from debt-financed investment projects." Rationale S&P said, "The outlook revision to positive reflects continued efforts to liberalize and improve the resilience of Uzbekistan's economy (a process that began in 2017), as well as enhance governance and macroeconomic management. We anticipate that ongoing economic reforms, government investments, and remittance inflows will support the country's strong growth outlook, with real GDP expanding by 5.6% on average over 2025-2028." To address issues related to energy security, the high fiscal cost of subsidies, and rising gas imports, the government started raising electricity and gas tariffs in October 2023. Authorities plan for energy pricing to reflect costs by 2027. Lower subsidies, favorable gold prices, and high nominal GDP growth should help Uzbekistan reduce its fiscal deficit to 3.0% of GDP, on average, over 2025-2028, from 4.9% in 2023 and 3.3% in 2024. Government development plans require sizable debt-financed investments. S&P said, "We anticipate that these will continue to drive up Uzbekistan's net general government and external leverage, but we expect that the speed of the increase will ease. The current account deficit moderated to 5.0% of GDP in 2024, and we forecast that deficits will slightly widen to 5.7% of GDP, on average, over 2025-2028, assuming declining gold prices and elevated import growth to support public investment projects." S&P said, "Our ratings on Uzbekistan are supported by the economy's still-moderate level of net general government debt. We forecast that this will reach 34% of GDP by the end of 2028. The sovereign's fiscal and external stock positions have historically benefited from its policy of transferring some revenue from commodity sales to the Uzbekistan Fund for Reconstruction and Development (UFRD; a sovereign wealth fund). "Our ratings are constrained by Uzbekistan's low economic wealth, measured by GDP per capita, high exposure to commodity price volatility, and relatively limited monetary policy flexibility. In our view, despite reforms, policy responses are difficult to predict, given the highly centralized decision-making process, developing accountability mechanisms, and the limited checks and balances between institutions." Institutional and economic profile: Growth momentum projected to remain strong, despite global trade tensions -- S&P forecasts that economic growth will average 5.6% over 2025-2028, after reaching 6.5% in 2024. -- Economic and governance reforms, including planned hikes to energy tariffs, will support the country's investment prospects. -- Decision-making will remain centralized, and despite some improvements, perception of corruption is likely to be high. Uzbekistan's economy expanded by 6.5% in 2024, boosted by strong performance across a broad range of sectors, including information and communications, construction, and trade. From 2021-2023, the country's real GDP growth was high at about 6.8% a year, on average. S&P predicts that growth prospects will remain strong. Uzbekistan's growth is heavily investment-led; it has one of the highest investment-to-GDP ratios globally, at about 33% in 2024. Under the Uzbekistan 2030 strategy, the government and public entities are directing investments toward the energy, transport, telecommunications, agriculture, and tourism sectors. The government has also started raising electricity and gas tariffs. It plans to diversify and modernize the generation of electricity, particularly green energy. This will mainly be achieved through public-private partnerships (PPPs)--for instance, Saudi Arabia's ACWA Power plans to invest in electricity generation projects worth $7.5 billion (7% GDP) through 2030. Currently, about 20% of the energy consumed in Uzbekistan comes from green sources; it aims to increase this to 40% by 2030. The government also aims to expand production of copper, gold, silver, and uranium to boost the export base. S&P said, "Despite the increasing energy tariffs and elevated interest rates, we anticipate an increase in consumption. This will be sustained by remittance inflows and rising wages, combined with government measures to stimulate the economy, such as tax exemptions and regulated prices on certain consumer goods. Government efforts to strengthen the regulatory framework, privatize certain state-owned companies, and gain accession to the World Trade Organization (expected to take place in 2026) could also support private and foreign investment. "We estimate that GDP per capita will be $3,300 in 2025, which is still low by global standards, despite strong GDP growth. This constrains our sovereign ratings on Uzbekistan. A quarter of the population is employed in agriculture, which makes up about 18% of the economy. That said, the country benefits from favorable demographics--almost 90% of Uzbeks are at or below working age. The country's relatively young population presents an opportunity for labor-supply-led growth. Nevertheless, we anticipate that job growth is unlikely to match demand. Most of Uzbekistan's permanent and seasonal expatriates are employed in Russia; therefore, the weakness of the Russian economy could further exacerbate this issue." Uzbekistan's economy continues to weather the spillover effects from the Russia-Ukraine war reasonably well. Remittance inflows rose by 30% to $14.8 billion (13% of GDP) in 2024, following a large decline in 2023. S&P said, "In our view, the size of the increase demonstrates that demand for labor in Russia is rising, as are wages. It also reflects growing diversification of remittance sources (including the U.S., Germany, Poland, and South Korea). Nevertheless, 77% of Uzbekistan's total remittances in 2024 still stemmed from Russia. In addition, total trade with Russia increased by about 15% to $11.6 billion in 2024. Because of the Western-alliance-led sanctions on Russia, Uzbekistan has been able to increase its exports to the country to meet growing demand. In addition, in October 2023, Uzbekistan signed a two-year deal with Russia's Gazprom to import nine million cubic meters of gas per day. While a potential ceasefire between Russia and Ukraine could affect Russia-related trade and capital flows, we expect the economic impact for Uzbekistan to be manageable." S&P said, "Although the government tries to comply with sanction requirements, we still see a risk that the U.S. and EU could impose further secondary sanctions on Uzbek companies that do business with Russia. For example, the U.S. and EU have already sanctioned a few private Uzbek companies involved in trading electronic and telecommunications equipment and goods in the defense industry. In response, the government is implementing enhanced diligence processes, automated screening measures, and stress testing. S&P said, "A new constitution adopted in May 2023 lengthened the presidential term of office to seven years from five and allows the current president, Shavkat Mirziyoyev, to remain in power until 2037. In our view, government policy responses can be difficult to predict, considering the centralized decision-making process and limited checks and balances between institutions. There is also uncertainty regarding future power transfers." Flexibility and performance profile: Government and external debt will rise at a moderate pace -- S&P expects net general government debt to reach 34% of GDP by 2028, compared with the net asset position in 2017. -- Uzbekistan's current account deficits are forecast to average 5.7% of GDP through 2028 and be primarily funded through concessional external debt and, to a smaller extent, net foreign direct investment (FDI). -- Although monetary policy effectiveness has improved in recent years, S&P still considers the central bank's operational independence to be constrained and loan dollarization remains elevated, at over 40%. In recent years, Uzbekistan has ramped up its investment in energy, mining sector capacity expansion projects, and other infrastructure projects, along with social spending. As a result, net general government debt (including government-guaranteed debt) has increased by an average of 6.1% of GDP a year over 2020-2024, leading to a rapid rise in government and total external debt stocks. S&P forecasts that the government will broadly achieve its targeted fiscal deficit of about 3.0% of GDP in 2025, compared to 3.3% in 2024 and 4.9% in 2023. Gold prices have risen to record levels in 2025, which supports government revenue through associated tax receipts. About one-third of Uzbekistan's fiscal revenue comes from commodities-related receipts including gold and copper. Authorities expect increasing energy and gas tariffs to deliver savings of about 0.5 percentage point of GDP in 2025. Other fiscal reforms include better-targeted social spending, and the removal of some tax exemptions. As the government works to reduce the gray economy and improve operations at GREs, S&P expects the tax base to gradually expand. Gross government debt (including government-guaranteed debt) is forecast to increase to a still-moderate 40% of GDP in 2028, from 33% in 2024. S&P includes government-guaranteed debt with general government debt because of Uzbekistan's close links with its GREs. The state debt law approved by the president in April 2023 sets a permanent debt ceiling of 60% of GDP and mandates the application of corrective measures if it breaches 50%. S&P said, "We think there is some risk that nonguaranteed GRE debt, which totaled about 4.6% of GDP in 2024, could crystallize on the government's balance sheet. In recent years, GRE borrowing has significantly increased, especially borrowing in foreign currencies. The debt is mainly being incurred to finance energy and infrastructure projects. Separately, the use of PPPs has seen a rapid increase and the signed amounts now comprise about 27% of GDP. We understand that a new PPP framework will limit future PPP commitments. In our view, these projects may struggle to repay their debt if they fare worse than expected, or if there are lapses in management or supervision." To reduce exposure to fluctuations in currency movements and build domestic capital markets, the government is increasing domestic borrowing. The proportion of domestic debt to total debt stood at 16% at year-end 2024, up from 11% at year-end 2022. The rising proportion of domestic and commercial debt, combined with a lagged effect from the transition to Secured Overnight Financing Rate from London Interbank Offered Rate, increased nominal interest payments by about 77% year-on-year in 2024, albeit from a low base. However, given the high share of concessional debt (74% of the total debt stock), S&P expects interest to remain below 5% of revenue over the next three years. The government's liquid assets fell to 9.3% of GDP in 2024, from 33.0% in 2017. Most of these assets are owned through the UFRD, which was founded in 2006. The UFRD was initially funded with capital injections from the government, as well as revenue from gold, copper, and gas sales above certain cut-off prices, until 2019. S&P said, "When calculating government liquid assets, we include only the external portion of UFRD assets. The domestic portion consists of loans to GREs and capital injections to banks, and we consider it to be largely illiquid and unlikely to be available for debt-servicing." S&P said, "High current account deficits and increasing external debt could raise balance-of-payment risks for Uzbekistan, in our view. We estimate that external imbalances will rise to about 6.2% of GDP by 2028, from 5.0% in 2024, due to a relative normalization of remittance inflows and gradual decline in gold prices. We also expect import growth will remain high because of the large pipeline of investment projects." In addition, Uzbekistan became a net importer of gas in October 2023 after it started importing Russian gas via a pipeline through Kazakhstan. Most of Uzbekistan's exports consist of commodities, particularly gold, which comprised 38% of goods exports in 2024. Favorable gold prices will boost exports in 2025. S&P said, "Even if we predict that prices will decline from their all-time highs this year, we project they will remain elevated in a historical context, given our view that geopolitical risks and uncertainty about trade policies could persist well beyond this year." Mirroring the sizable current account deficits, the country's gross external debt has risen in recent years across the government, corporate, and financial sectors. A significant portion of future current account deficit financing will likely still be through debt. S&P expects FDI inflows to increase gradually as the government implements its pipeline of privatizations, although the timeline will depend on market conditions. S&P said, "We estimate that the Central Bank of Uzbekistan's (CBU's) usable reserves will decline through 2028 from their peak this year, partly because of valuation effects linked to the expected fall in gold prices. The CBU's holdings of monetary gold constitute about 77% of total foreign exchange reserves, which poses a concentration risk in the event of declining gold prices. Nevertheless, usable reserves will still cover about seven months of current account payments over 2025-2028. We exclude UFRD external assets from the CBU's reserves because we consider that the former are primarily held for fiscal reasons, rather than to support monetary or balance-of-payments needs. Our view is supported by the budgetary use of UFRD assets in the domestic economy over the past four years. "Uzbekistan's monetary policy effectiveness has improved in recent years. One of the most significant measures, in our view, was the liberalization of the exchange rate in September 2017 to a crawl-like peg." The CBU intermittently intervenes in the foreign exchange market to smooth volatility and absorb local currency liquidity that results from large gold purchases. The CBU has priority rights to purchase gold mined in Uzbekistan. It acquires the gold with local currency, then sells U.S. dollars in the local market to offset the effect of its intervention on the Uzbek sum. In the near term, we expect that ongoing increases in energy tariffs will keep inflation high. For 2025, we estimate inflation of 10.1%, compared with an average of 11.1% over 2020-2024, but we predict that it will gradually fall to 8.6% by 2028. To address inflationary pressures, the CBU raised its policy rate by 50 basis points to 14.0% in March 2025. State-owned banks dominate the sector and hold 65% of total assets. S&P said, "This, combined with preferential government lending programs (albeit declining), reduces the effectiveness of the monetary transmission mechanism, in our view. Following the sale of Ipoteka Bank in 2023, authorities now plan to privatize two large state banks, SQB and Asaka, and could follow with smaller banks. However, we expect this to take some time, as state-owned banks will need to transform to improve their profitability and efficiency to become attractive for investors." To address very strong growth in consumer loans over the past few years, the central bank has implemented more stringent lending requirements, including limits on car loans, cash loans, and credit card and overdraft loans in total banks' loan portfolios for banks and tighter debt service-to-income limits for retail borrowers. Although dollarization is declining thanks to CBU policies, it remains high: about 41% of loans and 26% of deposits were denominated in U.S. dollars, as of year-end 2024. Uzbekistan's banking sector is likely to continue to show resilient performance. S&P said, "We consider that favorable economic growth prospects, strengthening disposable income, and low financial inclusion, including penetration of retail lending in Uzbekistan (with household debt to GDP below 10% of GDP), will remain among the key factors contributing to further growth of banking business and strong demand for lending in the next few years. The largest Uzbek state-owned banks and few privately-owned banks have stable and diversified funding profiles, supported by sizable funding from the state and international financial institutions, as well as growing corporate and retail deposits. At the same time, the domestic capital market remains small and shallow and access to long-term funding in the domestic market remains scarce. We continue to see bank regulation in Uzbekistan as reactive, rather than proactive." Regulatory actions are not always predictable and transparent but are gradually improving. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Other governance factors In accordance with S&P's relevant policies and procedures, the Rating Committee was composed of analysts that are qualified to vote in the committee, with sufficient experience to convey the appropriate level of knowledge and understanding of the methodology applicable. At the onset of the committee, the chair confirmed that the information provided to the Rating Committee by the primary analyst had been distributed in a timely manner and was sufficient for Committee members to make an informed decision. After the primary analyst gave opening remarks and explained the recommendation, the Committee discussed key rating factors and critical issues in accordance with the relevant criteria. Qualitative and quantitative risk factors were considered and discussed, looking at track-record and forecasts. The committee's assessment of the key rating factors is reflected in the Ratings Score Snapshot above. The chair ensured every voting member was given the opportunity to articulate his/her opinion. The chair or designee reviewed the draft report to ensure consistency with the Committee decision. The views and the decision of the rating committee are summarized in the above rationale and outlook. The weighting of all rating factors is described in the methodology used in this rating action. Ratings List Ratings Affirmed; Outlook Action To From Uzbekistan Sovereign Credit Rating BB-/Positive/B BB-/Stable/B Ratings Affirmed Uzbekistan Transfer & Convertibility Assessment BB- Senior Unsecured BB- ========= S P A I N ========= SANTANDER CONSUMO 5: Fitch Affirms 'BBsf' Rating on Class D Notes ----------------------------------------------------------------- Fitch Ratings has affirmed Santander Consumo 5, F.T.'s notes with Stable Outlooks. Entity/Debt Rating Prior ----------- ------ ----- Santander Consumo 5, F.T. Class A ES0305715007 LT AA+sf Affirmed AA+sf Class B ES0305715015 LT A+sf Affirmed A+sf Class C ES0305715023 LT BBB+sf Affirmed BBB+sf Class D ES0305715031 LT BBsf Affirmed BBsf Transaction Summary The transaction is a securitisation of fully amortising general-purpose consumer loans originated by Banco Santander, S.A. (A/Stable/F1) to Spanish residents. Around 80% of the portfolio balance is linked to pre-approved loans to existing customers, and the current portfolio balance was around 51% of the initial portfolio balance at the latest reporting date. KEY RATING DRIVERS Asset Assumptions Recalibrated: Fitch has recalibrated its default and recovery base case expectations on the portfolio, considering its performance record to date, its forward-looking considerations and Spain's economic outlook. The base case default assumption has increased to 4% from 3.75%, and the base case recovery rate to 25% from 20%. At the latest reporting date in March 2025, the transaction's gross cumulative defaults were 2.6% of the initial pool balance, and arrears 90 days past due, excluding defaults, were 3.7%. The current weighted average coupon rate of 6.6% payable by the portfolio has been assumed in Fitch's cash flow analysis of the transaction. Stable Credit Enhancement: The rating actions reflect sufficient credit enhancement to absorb the projected losses at their respective ratings. Fitch expects credit enhancement ratios to remain broadly stable, considering the pro-rata amortisation of the class A to E notes, which Fitch expects to continue in the short to medium term. The switch to sequential amortisation triggers (eg. defaults exceeding certain thresholds or a principal deficiency greater than EUR12 million) are robust enough to prevent the pro rata mechanism from continuing on early signs of performance deterioration, and the tail risk posed by the pro rata pay-down is mitigated by the mandatory switch to sequential amortisation when the outstanding collateral balance (inclusive of defaults) falls below 10% of the initial balance. Counterparty Arrangements Cap Ratings: The maximum achievable rating for the transaction is 'AA+sf', in line with Fitch's Counterparty Criteria, as the minimum eligibility ratings defined for the transaction account bank and the hedge provider of 'A-' or 'F1' are insufficient to support 'AAAsf' ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Long-term asset performance deterioration, such as increased delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or the legislative landscape - For the junior notes in particular, the combination of back-loaded timing of defaults and a late activation of junior interest deferrals eroding cash flow Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - For the senior notes rated 'AA+sf', modified transaction account bank and derivative provider minimum eligibility rating thresholds compatible with 'AAAsf' ratings under Fitch's Structured Finance and Covered Bonds Counterparty Rating Criteria - Increasing credit enhancement ratios as the transaction deleverages to fully compensate the credit losses and cash flow stresses commensurate with higher ratings 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. Prior to the transaction closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Prior to the transaction closing, Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. 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 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. ============= U K R A I N E ============= KERNEL HOLDING: Fitch Affirms 'CCC-' Issuer Default Rating ---------------------------------------------------------- Fitch has affirmed Kernel Holding S.A.'s Long-Term Issuer Default Rating (IDR) and senior unsecured rating at 'CCC-. The Recovery Rating is 'RR4'. The 'CCC-' rating reflects Kernel's high credit risks stemming from a challenging operating environment since Russia's invasion of Ukraine. Fitch expects EBITDA to decline towards USD400 million in the financial year ending June 2025, due to moderated commodity prices and reducing sunflower seed supply in Ukraine. Refinancing risk has moderated after Kernel repaid in full its EUR300 million bond maturing in October 2024, despite some continuing capital control restrictions imposed by the National Bank of Ukraine (NBU). Key Rating Drivers Proactive Liquidity Management: Fitch expects Kernel to maintain access to external trade financing (including from international lenders), and short-term bilateral facilities, which together constituted around 44% of the group's debt at end-December 2024. NBU has partially relaxed cross-border foreign-currency payments, but the repayment of Kernel's remaining USD300 million Eurobond maturing in 2027 will depend on the elimination of capital controls. The company was able to fully redeem its USD300 million bond in 2024, underlining adequate liquidity management to meet its obligations on a timely basis. EBITDA Moderation in FY25: Fitch expects Kernel to generate around USD400 million of Fitch-adjusted EBITDA in FY25, a 30% decrease from FY24, when it was boosted by ample harvest and high export volumes following the restoration of the export corridor. Reduced accumulated sunflower seed stocks in the country following the export corridor restoration, coupled with a poor harvest due to unfavourable weather and a more diversified crop mix, have created a supply-demand imbalance and intensified competition in crushing. This has led to reduced capacity utilisation and therefore lower profit margins in the sub-sector. Profits to Normalise: Fitch expects soft commodity prices, alongside continuing moderate sunflower seed supply due to rotation crops, to result in sustainably lower EBITDA and EBITDA margins in FY26-FY28, particularly in light of the reduced utilisation of expanded crushing facilities. Visibility on long-term profitability remains limited due to uncertainty around the operating environment in Ukraine, harvest, commodity prices and freight costs. Fitch assumes Kernel will continue to generate EBITDA of above USD300 million through the cycle, based on its historically strong operating execution, and profitability gains from an optimised industrial set-up and newly invested capacity. Farming Focus Amid FCF Stability: Fitch anticipates free cash flow (FCF) margins to average around 1% in FY26-FY28. Fitch does not assume major investments or projects, with capex limited to maintenance. Lack of growth opportunities in the crushing business has shifted Kernel's strategic focus to its farming business, where EBITDA rose 38% in 1H25. Conservative Leverage: Fitch does not anticipate the recent bond redemption to be replaced with a similar instrument in the short term, but Fitch assumes Kernel will rebalance its capital structure in the medium term with a longer-term instrument in the event of improving market conditions for Ukrainian issuers. Kernel's business nature means it is reliant on ongoing access to working capital facilities, including pre-export finance (PXF) lines with international lenders. Fitch forecasts that leverage will remain below 2.0x and that secured working-capital financing will be sufficient to cover its trading needs for peak seasons. Stable Export Routes Availability: The Ukrainian Navy corridor along the Black Sea established in 2023 has proved a sustainable and efficient solution to export in the Russia-Ukraine war. During 9MFY25 Kernel's export volumes increased 15% from the previous year through this route, with no bottlenecks or material over costs. It also has access to the alternative Danube River route, with a new port terminal there. However, further increases in exports remain subject to the recovery of occupied territories, and as long as the corridor remains available for large-scale trading operations. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue growth of 14% and 9% in FY25 and FY26, respectively, mainly driven by soft commodity prices - EBITDA margin at 9.5% in FY25, declining to 7.5% on average during FY26-FY28 - Capex of around USD100 million in FY25 and 4% of revenue from FY26 - No dividends Recovery Analysis Key Recovery Rating Assumptions The recovery analysis assumes that Kernel would be considered a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch assessed Kernel's GC EBITDA through the cycle, reflecting the volatility of grain and sunflower oil prices, the impact of FX risks, and taking into account potential severe disruptions in exports and local operations resulting from Russia's invasion. The USD200 million GC EBITDA estimate reflects its view of a sustainable, post-reorganisation EBITDA, on which Fitch bases the valuation of Kernel. Fitch used an enterprise value/EBITDA multiple of 3.5x to calculate a post-reorganisation valuation and to reflect a mid-cycle multiple. The multiple is in line with that for MHP, a leading Ukrainian poultry producer. In addition to working capital facilities, Fitch assumed PXF facilities are fully drawn given the record and magnitude of Kernel's use of PXF in the past, and its assumptions of Kernel's ability to generate sufficient eligible exports to back PFX drawdowns. This weighs on the recovery prospects of the senior unsecured notes. Fitch did not include the trade financing facilities of Avere, Kernel's trading subsidiary, in its waterfall as these are transactional financing and Fitch therefore assumed they will not be available during financial distress. Based on the assumptions above, the principal waterfall analysis generates a ranked recovery for the senior unsecured debt in the recovery rating 'RR4' band, indicating a 'CCC-' rating for the senior unsecured bonds, in line with the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Significant operational disruptions or liquidity constraints as a result of the war - A temporary waiver or standstill following non-payment of remaining financial obligations - Reversal of restrictions on cross-border FX payments Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is unlikely unless the Russia-Ukraine war de-escalates, facilitating a removal of any constraints on exports and reducing operating risks along with relaxation of the restrictions on cross-border FX payments. Liquidity and Debt Structure At end-2024, following the USD300 million bond repayment, Kernel had USD619 million of cash on balance sheet (part of which is held offshore), which together with undrawn facilities of about USD25 million and USD150 million PXF (USD50 million undrawn) are sufficient for operational needs and coupon payment on its remaining senior unsecured bonds in the next 12 months. Refinancing risk remains high due to restricted access to capital markets and the capital controls on cross-border foreign-currency payments. However, Fitch sees an improvement on liquidity management and Kernel's ability to service foreign-currency debt, following the recent partial capital control relaxations and an consistent access to international PXF funding. Issuer Profile Kernel is the world's largest sunflower oil producer and exporter, based in Ukraine. 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 ----------- ------ -------- ----- Kernel Holding S.A. LT IDR CCC- Affirmed CCC- LC LT IDR CCC- Affirmed CCC- Natl LT CCC-(ukr) Affirmed CCC-(ukr) senior unsecured LT CCC- Affirmed RR4 CCC- MHP SE: Fitch Affirms 'CC' Issuer Default Ratings ------------------------------------------------- Fitch Ratings has affirmed MHP SE's Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'CC'. Fitch has affirmed its senior unsecured rating at 'C' with a Recovery Rating of 'RR5'. MHP's ratings continue to reflect a challenging operating environment in Ukraine, the company's core production and sourcing region, and high refinancing and liquidity risks, which together lead to a high probability of default. The ratings assume MHP will remain able to refinance its existing short-term credit facilities for its operating needs, although access to new funding is likely to remain limited in the near term. Imminent maturity of its USD550 million bond in April 2026 exposes MHP to high refinancing risks due to capital control restrictions imposed by National Bank of Ukraine, despite sufficient liquidity to continue its operations and service debt. Key Rating Drivers Imminent Refinancing Risk: Fitch views refinancing risk for MHP's USD550 million bond maturing in April 2026 as imminent. Fitch anticipates that the company's available cash balance of USD165 million at end-2025 and expected free cash flow (FCF) generation in 2025 will be insufficient to meet its principal payment. In addition, cash kept outside Ukraine must be repatriated within 120-180 days, which would further constrain MHP's ability to service its foreign-currency debt. Absence of viable refinancing options by the bond maturity would likely lead to a downgrade. Short-Term Financing Availability Key: MHP's operations remain highly reliant on the continued availability of working-capital facilities to fund sowing campaigns, and to ensure operational continuity and the ability to export. Fitch assumes MHP will maintain access to facilities from international development institutions/banks to ensure operational continuity to 2030. Liquidity is also supported by a strong Fitch-adjusted cash balance of USD330 million at end-2024 (around 65% kept outside Ukraine), but it may deteriorate rapidly, given limited access to capital markets for Ukrainian corporates. Profit Normalisation: Fitch projects broadly stable EBITDA at USD439 million in 2025 (2024: USD433 million), as input cost inflation, such as higher commodity prices and personnel costs, is partly offset by price increases and continued premiumisation of the product mix. Fitch assumes that the EU Free Trade Agreement with Ukraine, valid until 5 June 2025, will be extended. Acquisition Neutral to Rating: MHP's potential acquisition of UVESA, a Spanish poultry and pork operation, will result in a 23% increase in revenue for 2026. It will slightly dilute its EBITDA margin toward 13% in 2026, before rebounding towards 13.5% by 2027. Fitch assumes the deal will be financed with a mix of cash from the balance sheet and additional debt. The transaction is scheduled to be finalised by September 2025, and will enhance MHP's presence in the European processed poultry market. Resilient Exports: In 2024, MHP maintained stable exports of grains, oils, poultry meat and poultry products to more than 80 countries. The new sea route originating from Odesa established in 2H23, has been stable and continues to support MHP's export operations. MHP's exports remain highly reliant on the Black Sea route despite the availability of alternative options. Any further military escalation affecting MHP's logistic environment may lead to additional logistic and transportation costs. Unchanged Moratorium on Debt Service: The National Bank of Ukraine's moratorium on cross-border foreign-currency payments potentially limits companies' ability to service foreign-currency obligations. Exceptions are possible, but it is unclear how these will be applied in practice, given disruption caused by the ongoing conflict and martial law in the country. Offshore cash generated from export must be repatriated within 120 days for exports of grains and vegetable oils, and 180 days for exports of chicken meat. These risks are partly offset by MHP's large cash balance outside Ukraine and only 50% of its export revenues being subject to the regulation. Strong Parent-Subsidiary Links: The Long-Term IDRs of PJSC MHP, a 95.4%-owned subsidiary, are equalised with those of MHP, reflecting its assessment of 'Medium' operational and 'High' strategic incentives for supporting the subsidiary. This is based on both companies operating with common management and PJSC MHP's strategic importance for the marketing and sales of goods produced by MHP in Ukraine. Fitch assesses legal incentives as 'High' due to the presence of cross-default/cross-acceleration provisions in MHP's major loan agreements and suretyships from operating companies generating a substantial portion of MHP's EBITDA. Peer Analysis Not applicable Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Revenue to increase 2.2% in 2025, before rising 23% in 2026 with UVESA's full integration into MHP; thereafter, annual revenue growth to normalise in the low single digits - EBITDA margin of 14.1% in 2025 and declining to 13% in 2026, due mainly to the dilutive effect of UVESA acquisition - Capex of USD220 million-250 million a year to 2028 - Working capital inflow neutral to positive in 2025 and negative at about USD30 million in 2026 - No dividends Recovery Analysis The recovery analysis assumes that MHP would be considered a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. However, this assumption may be revisited, depending on how the conflict evolves. Fitch has assumed a 10% administrative claim. Its assumption of MHP's USD175 million GC EBITDA reflects the potential disruptions to exports and local operations resulting from Russia's invasion, and vulnerability to FX risks and to the volatility of poultry, grain, sunflower seeds prices, and some raw-material costs. Fitch also takes into account the complexity of senior noteholders accessing cash proceeds amid high transfer and convertibility risks. The GC EBITDA estimate reflects its view of the strategic importance of MHP to provide food to the Ukrainian population and its ability to continue to operate, rather than focusing on the sustainability of its capital structure. Fitch used an enterprise value (EV)/EBITDA of 3.5x to calculate a post-reorganisation valuation and to reflect the heightened operating risks in the region and a mid-cycle multiple. Fitch does not assume MHP's pre-export financing (PXF) facility is fully drawn in its analysis. Unlike a revolving credit facility, a PXF facility has several drawdown restrictions, and the availability window is limited to part of the year. PXF facilities are treated as prior-ranking debt in its waterfall analysis. The principal waterfall analysis generates a ranked recovery for the senior unsecured debt in the 'RR5' category, leading to a 'C' rating for senior unsecured bonds. In the debt hierarchy Fitch has considered bilateral financing of USD207 million as senior secured, which ranks ahead of MHP's senior unsecured notes, and pari passu with PXF facilities. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A default or default-like event including entering into a grace period, a temporary waiver or standstill following non-payment of a financial obligation, announcement of a distressed debt exchange or uncured payment default would be rating negative. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is unlikely at present unless MHP sees improved access to external financing and reduced operating risks, along with relaxation of the restrictions on cross-border FX payments. Liquidity and Debt Structure As of end-2024 MHP had about USD355 million of cash, including Fitch's adjustment for USD25 million for trade working capital. Around 80% of its cash was in hard currencies, of which 65% was held outside Ukraine, which the company can use for its agricultural operations and to service its debt. Fitch expects MHP to generate positive FCF generation over 2025-2028, assuming no business disruption from external factors. Fitch continues to assess refinancing risks as high given MHP's weak access to external financing, which is captured by the IDR. Issuer Profile MHP is the largest poultry producer and exporter in Ukraine, with 2024 revenue of USD3 billion. 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 MHP SE has an ESG Relevance Score of '4' for Group Structure due to a history over the last five years of related-party loans, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- MHP SE LT IDR CC Affirmed CC LC LT IDR CC Affirmed CC MHP Lux S.A. senior unsecured LT C Affirmed RR5 C Private Joint-Stock Company MHP LT IDR CC Affirmed CC LC LT IDR CC Affirmed CC Natl LT CC(ukr) Affirmed CC(ukr) UKRAINE: Fitch Affirms Foreign Currency IDR at 'Restricted Default' ------------------------------------------------------------------- Fitch Ratings has affirmed Ukraine's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'Restricted Default'. Fitch typically does not assign Outlooks to sovereigns with a rating of 'CCC+' or below. Key Rating Drivers Restricted Default Affirmation: Fitch considers that Ukraine is still going through a broader restructuring, with its GDP warrants to become non-performing only after the May 31 payment date. The sovereign's Long-Term Foreign-Currency IDR will remain in Restricted Default until Ukraine has normalised its relations with a significant majority of external commercial creditors. Restructuring: Following last year's restructuring of outstanding sovereign Eurobonds and state-guaranteed Ukravtodor debt, Ukrenergo reached a preliminary agreement on the restructuring of its USD825 million state-guaranteed Eurobonds (with payments suspended since 9 November 2024), to be completed by July. Ukraine and holders of its GDP warrants (USD2.6 billion) have failed to reach an agreement on a restructuring. An external commercial loan (Cargill USD0.7 billion, payments suspended from 3 September 2024) is also still to be restructured. 'CCC+' Local-Currency IDRs Affirmed: The higher Long-Term Local-Currency IDR reflects Ukraine's continued service of local-currency debt, in line with its expectation of preferential treatment of local-currency debt obligations. Only a small portion (1.1% as of May 2025) of Local Currency debt is held by non-residents, with the majority held by National Bank of Ukraine (the central bank) and domestic (mostly state-owned) banks. This ownership structure limits the benefit to Ukraine of a local-currency debt restructuring by creating potential fiscal costs (including bank recapitalisation). Ukraine-Russia Ceasefire Talks: In mid-May, delegations from Russia and Ukraine engaged in direct talks in Istanbul for the first time three years ago without any breakthrough. The US administration's stated objective to end the war could result in a negotiated ceasefire but a peace agreement is unlikely due to hard-to-reconcile positions of the two sides. A minerals deal between the US and Ukraine has smoothed diplomatic tensions, but the potential economic benefits, as well as the degree to which it could potentially tie US economic interests with Ukraine's strategic security objectives, remain highly uncertain. Fiscal Deficit to Remain High: Ukraine's fiscal deficit narrowed to 17.2% of GDP in 2024 as a result of strong revenue performance, despite the economic slowdown. Fitch forecasts the deficit will rise to 19.3% of GDP in 2025. Heavy spending pressures will remain even after the end of the war, with Ukraine likely to retain a large military force. The 4th Rapid Damage and Needs Assessment puts Ukraine's reconstructions needs at USD524 billion over the next decade, about 2.8 times the nominal value of Ukraine's GDP in 2024. Ample Foreign Aid in 2025: Ukraine's funding needs for this year will be comfortably met while leaving additional liquidity buffers for the next. Net foreign financing is expected to reach USD55 billion, relative to an average of USD25 billion a year in 2022-24, mainly due to the frontloading of profits from Russian frozen assets. The IMF projects in its programme for the sovereign to build liquidity reserves using foreign aid inflows, allocating USD9.1 billion as a contingency buffer for this year (4.5% of GDP) and USD8.4 billion (4.2% of GDP) to address anticipated budget deficits in 2026-2027. Funding uncertainties are high for 2026 and beyond. Fitch anticipates that domestic borrowings will increase in 2026, supported by a relatively resilient banking sector and lower domestic financing this year. Wider Deficits, Adequate Reserves: The current account deficit widened to 7.2% of GDP in 2024, from 5.3% in 2023, reflecting higher defence imports and goods exports at 38% below pre-war levels. Fitch forecasts the current account deficit will widen to 14.5% of GDP in 2025 and narrow to 14.2% in 2026, due to higher gas and steel imports and lower remittances from Ukrainian refugees. Russian frozen assets funds have been reclassified as loans in the balance of payments, implying that foreign aid will no longer reduce the deficit. Sizeable external financial support will keep FX reserves high, at 6.8 months of imports by end-2025, far above the 'B/C/D' median of 3.5 months. Monetary Policy Tightening: The National Bank of Ukraine has tightened its monetary policy stance, raising the key policy rate by 250 basis points since December 2024, due to a surge in inflation to 15.1% in April, from an average of 6.5% in 2024. Inflationary pressures have been driven by last year's poor harvest, higher electricity tariffs and increased mobile telephony rates. Inflation is forecast to average 12.3% in 2025, before easing to 6.5% in 2026, as base effects materialise and monetary policy transmission gains traction. Weaker Economic Growth: Ukraine's economic recovery has slowed, with real GDP expanding by 2.9% in 2024. Fitch has revised 2025 growth down to 2.5%, from 2.9% at the time of its last review, due to the challenges of a persistently tight labour market, the damage caused by attacks on gas infrastructure and the war-related closure of the Pokrovsk mine. ESG - Governance: Ukraine has an ESG Relevance Score (RS) of '5' for both Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model. Ukraine has a low WBGI ranking at 30.1, reflecting the Russian-Ukrainian conflict, weak institutional capacity, uneven application of the rule of law and a high level of corruption. ESG - Creditor Rights: Ukraine has an ESG RS of '5' for Creditor Rights as willingness to service and repay debt is highly relevant to the rating and is a key rating driver with a high weight. The rating on Ukraine's LTFC IDR reflects Fitch's view that Ukraine is in default. ESG - International Relations and Trade: Ukraine has an ESG RS of '5' given the impact of the war with Russia on all aspects of Ukraine's sovereign credit profile. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The Long-Term Local Currency IDR would be downgraded if there are signs that the recent preferential treatment of Local Currency debt will not be carried forward. - The rating on newly issued Eurobonds would be downgraded in the event of an increased probability of a renewed restructuring or default, for example, due to reduced foreign support and intensification of the military conflict. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Normalisation of relations with a significant majority of external commercial debt creditors and demonstrated willingness by the authorities to complete the restructuring of external commercial debt. Fitch would then upgrade Ukraine's LTFC IDR to a level appropriate for its debt service payment prospects on a forward-looking basis. - The Long-Term Local Currency IDR would be upgraded on reduced risk of liquidity stress and improved solvency prospects, potentially due to reduced sovereign financing needs, more predictable sources of official financing, greater confidence in the ability of the domestic market to roll over government debt and lower expenditure needs. Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary Sovereign Rating Model assigns Ukraine a score equivalent to a rating of 'CCC+' on the Long-Term Foreign Currency IDR scale. However, in accordance with its rating criteria, Fitch's sovereign rating committee has not used the SRM and Qualitative Overlay to explain the ratings. Ratings of 'CCC+' and below are instead guided directly by the rating definitions. Fitch's Sovereign Rating Model is its proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a Long-Term Foreign Currency IDR. Its Qualitative Overlay is a forward-looking qualitative framework designed to allow for adjustment to the model output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and not fully reflected in the model. Country Ceiling The Country Ceiling for Ukraine is 'B-'. For sovereigns rated 'CCC+' and below, Fitch assumes a starting point of 'CCC+' for determining the Country Ceiling. Fitch's Country Ceiling Model produced a starting point uplift of zero notches. Fitch's rating committee applied a +1 notch qualitative adjustment to this, under the Balance of Payments Restrictions pillar, reflecting that the imposition of capital and exchange controls since Russia's invasion of Ukraine has not prevented some private sector entities from converting local into foreign currency and transferring the proceeds to non-resident creditors to service debt payments Fitch does not assign Country Ceilings below 'CCC+', and only assigns a Country Ceiling of 'CCC+' in the event that transfer and convertibility risk has materialised and is affecting the vast majority of economic sectors and asset classes. ESG Considerations Ukraine has an ESG Relevance Score of '5' for Political Stability and Rights as World Bank Governance Indicators have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and a key rating driver with a high weight. As Ukraine has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '5' for Rule of Law, Institutional and Regulatory Quality and Control of Corruption as World Bank Governance Indicators have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and are a key rating driver with a high weight. As Ukraine has a percentile rank below 50 for the respective Governance Indicators, this has a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '5' for Creditor Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for Ukraine, as for all sovereigns. As Ukraine has a fairly recent restructuring of public debt in August 2024, this has a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '5' for International Relations and Trade, reflecting the detrimental impact of the conflict with Russia on all aspects of its creditworthiness with a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '4' for Human Rights and Political Freedoms as the Voice and Accountability pillar of the World Bank Governance Indicators is relevant to the rating and a rating driver. As Ukraine has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Ukraine LT IDR RD Affirmed RD ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Country Ceiling B- Affirmed B- senior unsecured LT CCC Affirmed CCC Senior Unsecured-Local currency LT CCC+ Affirmed CCC+ =========================== U N I T E D K I N G D O M =========================== BRADFIELD ROAD: Leonard Curtis Named as Administrators ------------------------------------------------------ Bradfield Road Properties 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-2025-003201, and Nick Myers and Alex Cadwallader of Leonard Curtis were appointed as administrators on May 9, 2025. Bradfield Road engaged in the development of building projects, buying and selling of own real estate. Its registered office is at 1 Railshead Road, St Margarets, Isleworth, TW7 7EP Its principal trading address is at 342-346 High Street, Sutton, SM1 1PR The joint administrators can be reached at: Nick Myers Alex Cadwallader Leonard Curtis 5th Floor, Grove House 248a Marylebone Road London, NW1 6BB Further details contact: The Joint Administrators Tel: 020 7535 7000 Email: recovery@leonardcurtis.co.uk Alternative contact: Amber Walker FNZ GROUP: S&P Affirms 'B-' ICR & Alters Outlook to Negative ------------------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B-' long-term issuer credit rating on FNZ Group Ltd. (FNZ) and 'B-' rating on its senior secured debt. The negative outlook reflects the risk of a downgrade if the group is unable to deliver on its growth plan and strategic targets, and if its liquidity were to deplete as a result of operational underperformance and continued cash burn, challenging the sustainability of its capital structure. S&P said, "The outlook revision to negative reflects our expectation of FNZ's weaker revenue and earnings growth, and negative free cash flow generation for longer than we previously expected. The company materially underperformed our expectations in 2024. This was due to slower revenue growth because of delays in onboarding new clients and from migration delays as a result of reduced headcount. FNZ also incurred higher operating costs, mainly related to high exceptionals related to customer acquisition, integrating business acquisitions, and cost restructuring. The company's new management also performed a strategic review and materially lowered their 2025 guidance for AuA, revenue, and earnings growth, and outlined plans to increase investments to support existing deliverables to clients and new business growth. Accordingly, we have materially lowered our forecast for FNZ's revenue and earnings growth and now expect the company's FOCF will remain negative for longer than we previously expected, potentially not breaking even until 2027. We also see a risk that FNZ's capital structure might become unsustainable if the company faces execution risks, further delays in revenue ramp-up, cost overruns, additional investment needs, or absence of shareholder support, which could lead its liquidity position to weaken. "We expect a slower path to profitability and neutral cash flow due to materially weaker revenue growth and prolonged exceptional costs. We now forecast 14% revenue growth in 2025 from 33% previously due to lower AuA growth caused by onboarding delays and the impact of the section 166 review limiting growth in the U.K. market. This includes the contribution of new migrations onto the platform, new contracts in core markets, net flows from existing clients and market movements, as well as cross-selling additional services on the platform. We assess FNZ's business prospects as less favorable than previously. Additionally, any potential delay in the resolution of the ongoing section 166 review by the U.K. FCA which the company expects in second-quarter 2025 is a risk to our base case, given the current restrictions relating to certain types of new business. We also expect the company will continue to increase headcount investments to support migration of clients and service delivery, as well as invest in AI, automation, new product features and some infrastructure modernizations. As a result, operating and exceptional costs will remain elevated in 2025, reducing thereafter thanks to cost saving measures. We therefore expect S&P Global Ratings-adjusted EBITDA to be neutral in 2026 and FOCF to breakeven only in 2027. FNZ's management has some flexibility on certain operational cost items and plans to simplify its operating structure and balance sheet through noncore asset disposals, which we expect could lead to operational benefits as well as additional proceeds. We view these steps by management as a positive, although we do not incorporate any of these measures into our forecast until they have been confirmed. "We expect less than adequate liquidity over the next 12 months due to prolonged cash burn and limited revolving credit facility (RCF) availability, partly offset by continued shareholder support. The company's liquidity position weakened due to higher-than-expected cash burn in 2024, and it fully drew down on its RCF. We view positively that shareholders provided a $500 million preferred shares injection in April 2025 which will support FNZ's liquidity for the next 12 months and which allowed the company to fully repay the RCF. This follows $1 billion of funding that shareholders provided in 2024. Having said that and incorporating the expected continued cash burn, we now estimate FNZ's liquidity sources to exceed its uses by only about 1.2x over the next 12 months, down from about 5x in our previous base case. In our view, this provides only limited headroom against possible execution risks and potential delays in revenue and earnings ramp-up. Liquidity is further constrained by our expectation that the RCF will be fully drawn at the end of 2025, which leaves FNZ vulnerable to any operating underperformance and could lead us to view its capital structure as unsustainable. "The negative outlook reflects the risk of a potential downgrade if the group is unable to deliver on its growth plan and strategic targets, and if its liquidity were to deplete as a result of operational underperformance and continued cash burn, challenging the sustainability of its capital structure. In our base case, we forecast S&P Global Ratings-adjusted EBITDA will break even in 2026 and FOCF will break even by 2027. "We could lower the rating if FNZ were unable to return to a path toward sustainable profitability and cash flow breaking even, or if financial support from its shareholders were to cease, such that continued cash burn resulted in weaker liquidity and its capital structure became unsustainable. This could result from lower AuA growth due to delays in onboarding new and migrating existing clients, or a prolonged period of high exceptional costs. "We could revise the outlook to stable if FNZ delivers a consistent improvement in operating performance toward positive EBITDA and break-even cash flows in line with our base case and maintains sufficient liquidity." HANNINGFIELD PARK: MHA Advisory Named as Administrators ------------------------------------------------------- Hanningfield Park Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England & Wales, Court Number: CR-2025-003452, and Georgina Marie Eason and James Alexander Snowdon of MHA Advisory Ltd were appointed as administrators on May 20, 2025. Hanningfield Park, fka Castle Homes SPV 5 Ltd, engaged in the buying and selling of own real estate. The Company's registered office is c/o Devonports Las Accountants Ltd, The Rivendell Centre, White Horse Lane, Maldon, CM9 5QP The joint administrators can be reached at: Georgina Marie Eason James Alexander Snowdon MHA Advisory Ltd 6th Floor, 2 London Wall Place London, EC2Y 5AU For further details, contact: Clara Groves Tel No: 020 7429 4100 Email: Clara.Groves@mha.co.uk PREMIER FOODS: Moody's Withdraws 'Ba3' Corporate Family Rating -------------------------------------------------------------- Moody's Ratings has withdrawn the Ba3 corporate family rating and Ba3-PD probability of default rating of Premier Foods plc (Premier Foods). Concurrently, Moody's have also withdrawn the Ba3 instrument rating of the guaranteed senior secured notes due in October 2026 issued by Premier Foods Finance plc. Prior to the withdrawal, the outlook for all entities was stable. RATINGS RATIONALE Moody's have decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). CORPORATE PROFILE Headquartered in St Albans, UK, and quoted on the London Stock Exchange, Premier Foods plc is one of the largest food manufacturers in the UK, operating primarily in the ambient food segment. The company sells products mostly in the UK market (94% of fiscal 2024 sales), focusing on branded products (84% of sales), including well-known brands like Bisto, Oxo, Sharwood's, Batchelors, Ambrosia and Mr Kipling. The company also manufactures non-branded products, including cakes, for some of the UK's leading food retailers and caterers. Premier Foods reported revenue of GBP1.1 billion for fiscal year 2025 (ending in March 2025). The company's largest shareholder is Nissin Foods Holdings Co. Ltd, a Japanese food company, with an approximately 24% stake as of May 2025. The company's market capitalisation was around GBP1.8 billion as of the date of this publication. RANDALL WATTS: MHA Advisory Named as Administrators --------------------------------------------------- Randall Watts Spv 1 Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Court Number: CR-2025-003453, and Georgina Marie Eason and James Alexander Snowdon of MHA, were appointed as administrators on May 20, 2025. Randall Watts engaged in the construction of commercial and domestic buildings. Its registered office is C/O Devonports Las Accountants Ltd, The Rivendell Centre, White Horse Lane, Maldon, CM9 5QP The joint administrators can be reached at: Georgina Marie Eason James Alexander Snowdon MHA Advisory Ltd 6th Floor, 2 London Wall Place London, EC2Y 5AU Further details contact: Clara Groves Tel No: 020 7429 4100 Email at Clara.Groves@mha.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 Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. 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