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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Thursday, July 17, 2025, Vol. 26, No. 142
Headlines
F R A N C E
AIR FRANCE-KLM: S&P Affirms 'BB+' ICR on Announced SAS Acquisition
LOXAM SAS: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable
I R E L A N D
ARBOUR CLO XII: S&P Assigns B- (sf) Rating to Class F-R Notes
CROSS OCEAN VIII: S&P Assigns B- (sf) Rating to Class F-R Notes
HARVEST CLO XXXI: S&P Assigns B- (sf) Rating to Class F-R Notes
PALMER SQUARE 2021-1: S&P Assigns B-(sf) Rating on Class F-R Notes
PALMER SQUARE 2025-2: S&P Assigns B- (sf) Rating to Class F Notes
L U X E M B O U R G
RADAR BIDCO: EUR300MM Loan Add-on No Impact on Moody's 'B2' CFR
S P A I N
CIRSA ENTERPRISES: Moody's Upgrades CFR to B1, Outlook Positive
U N I T E D K I N G D O M
BOOTS GROUP: Moody's Assigns First Time 'B1' Corp. Family Rating
CULT INTERNATIONAL: Begbies Traynor Named as Administrators
DACS LTD: Dow Schofield Named as Joint Administrators
EAGLE BIDCO: S&P Assigns 'B-' Rating to GBP1.2BB Sr. Sec. Term Loan
EAGLE MIDCO: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.
JSR (HD): Springfields Advisory Named as Administrator
MARTURANO HOMES: FRP Advisory Named as Joint Administrators
PAYME LTD: Quantuma Advisory Named as Administrators
RL REALISATIONS: Leonard Curtis Named as Joint Administrators
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F R A N C E
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AIR FRANCE-KLM: S&P Affirms 'BB+' ICR on Announced SAS Acquisition
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S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on Air France-KLM S.A. (AFKLM).
S&P said, "The stable outlook reflects our expectation that AFKLM's
EBITDA will increase this year, supported by resilient passenger
traffic, particularly in the premium segment, and robust airfares
that mitigate cost pressures. We also anticipate its large capital
expenditure (capex) requirements will mostly be absorbed by solid
operating cash flows, translating into adjusted FFO to debt
improving to at least 30% in 2025." The outlook also incorporates
our expectation that SAS will deliver resilient topline growth
while improving profitability in the coming quarters.
AFKLM has announced its intention to acquire a controlling stake in
SAS AB in an all-cash transaction. The proposed investment would
increase AFKLM's stake in the Scandinavian airline to 60.5% from
19.9%, securing control of the company. Subject to all the
necessary regulatory clearances, the transaction is expected to
close in the second half of 2026.
S&P said, "The affirmation reflects our expectation that AFKLM will
maintain credit metrics commensurate with the rating after its
acquisition of SAS. We forecast S&P Global Ratings-adjusted FFO to
debt will likely meet our rating threshold of least 30% after
acquisition close." This is based on AFKLM's public statements and
S&P's understanding that:
-- The value of the intended investment would be derived from SAS'
latest financial performance (such as EBITDA and net debt) and the
airline industry's EBITDA multiples at closing;
-- The transaction is fully in line with AFKLM's medium-term
financial targets, including the reported EBIT margin strengthening
to above 8% and reported net debt to EBITDA staying at 1.5x-2.0x;
and
-- The planned investment will be funded by a combination of cash
and debt.
S&P said, "Our forecast also implies SAS having low- to
mid-single-digit annual revenue growth and its EBIT margin
improving toward 8% by 2026, largely due to the lower unit cost and
higher load factor. We understand SAS is on track to meet this
profitability target. We also factor in SAS' reported debt position
of EUR2.1 billion-EUR2.2 billion as of Oct. 31, 2024.
"The acquisition will be moderately accretive to our assessment of
AFKLM's business risk profile. With SAS reporting EUR4.1 billion in
revenue for fiscal 2024 (ended Oct. 31), which corresponds to
12%-13% of AFKLM's revenue base in 2024, we anticipate this
transaction will support AFKLM's business primarily by enhancing
its operational scale and geographic diversity. We regard SAS'
well-established, dense network in the attractive Scandinavian
market, its strategic access to serving North American and Asian
destinations, and its affluent customer base as a valuable
complement to AFKLM's operations. While we think that integrating
SAS presents significant opportunities for both commercial and cost
synergies, it also comes with certain operational and execution
risks.
"Our 2025 base-case forecast projects continued growth in AFKLM's
top line in the face of lingering global trade tensions and
evolving air passenger booking behavior. We anticipate AFKLM's
revenue will continue to increase this year, at least at the 4%-5%
pace of 2024, supported by its planned 4%-5% capacity expansion in
terms of available seat kilometers. We also expect revenue to be
aided by the restoration of capacity at KLM and resilient premium
demand. We note that the group's yield (excluding currency impacts)
increased by 3% year over year in the first quarter of 2025. This
underpins our full-year assumption of a slight yield increase,
buoyed by robust air passenger demand--especially in the premium
leisure segment in the context of AFKLM's premiumization
strategy--and industry supply-side bottlenecks.
"That said, we acknowledge lingering uncertainties in air passenger
and air cargo volume trends. We understand that, compared with some
of its peers such as International Consolidated Airlines Group S.A.
(IAG; BBB/Stable/--) and Deutsche Lufthansa AG (BBB-/Stable/A-3),
AFKLM has lower exposure to air travel demand on transatlantic
routes (26% of capacity), which appears to be more sensitive to the
ongoing trade tensions compared with other destinations. While
outbound flights to the U.S. have softened year to date, notably in
the economy segment, we understand that inbound flights from the
U.S. to Europe have so far been quite resilient. Furthermore, AFKLM
only has marginal exposure to U.S.-China air freight flows, which
may decrease because of U.S. tariff policies.
"We maintain our previous May 2025 forecast, assuming adjusted
EBITDA of EUR5.0 billion-EUR5.5 billion this year. This significant
increase from EUR4.5 billion in 2024 should benefit from the
absence of the negative effects last year, such as the Paris
Olympics, the recovery in KLM's long-haul capacity, and gains from
the premiumization strategy driving up average yields. We
acknowledge the productivity and efficiency gains in the first
quarter of 2025, which somewhat offset nonfuel-related unit cost
inflation; KLM's Back on Track program, introduced in October 2024,
is starting to feed into margin improvement.
"Our assumption of a lower fuel bill supports our forecast. This is
underpinned by AFKLM's proactive hedging policy (close to 70% of
expected fuel consumption is hedged for 2025) and S&P Global
Ratings' Brent crude oil price forecast for the remainder of 2025
of $60 per barrel (/bbl; compared with the 2024 average of
$80.5/bbl). That said, potential uncertainties from the upcoming
collective labor agreement (CLA) negotiations with pilot, cabin
crew, and ground personnel unions might affect our forecast.
However, the recent milestone that AFKLM achieved in its
relationship with pilots allows for more agile capacity management
via the deployment of Air France pilots on some KLM flights in the
summer season.
"Significant earnings growth this year will be key to offset
increased debt during AFKLM's heavy capex phase and enlarge ratings
headroom, which is currently tight. We expect AFKLM to pursue its
fleet renewal program with planned net capex of EUR3.2
billion-EUR3.4 billion in 2025. This will likely drive the group's
adjusted debt above the 2024 level of EUR13.2 billion, including
EUR3.35 billion in hybrid capital, which we view as akin to debt
under S&P Global Ratings' hybrid criteria. However, we think the
expected EBITDA growth will be sufficient to help restore adjusted
FFO to debt to a rating-commensurate level of at least 30% in 2025
from about 27% in 2024. We also expect AFKLM to maintain strong
liquidity, with liquidity sources exceeding uses by more than 1.5x
in the 12 months from March 31, 2025, and by more than 1.0x in the
following 12 months.
"The stable outlook reflects our expectation that AFKLM's EBITDA
will increase this year, led by resilient passenger traffic,
particularly in the premium segment, and robust airfares that
mitigate cost pressures. We estimate that its large capex
requirements will mostly be absorbed by solid operating cash flows,
translating into improved adjusted FFO to debt of at least 30% in
2025. The outlook also incorporates our expectation that SAS will
deliver resilient topline growth while improving profitability in
the coming quarters.
"We could lower the rating if the group's EBITDA growth is
unexpectedly interrupted and its adjusted FFO to debt falls short
of 30%, with limited prospects of improvement. This could be due,
for example, to lower growth in passenger volumes and weaker air
passenger yields than we anticipate. Or it could be due to
higher-than-expected cost increases--especially for labor in the
view of upcoming CLA negotiations--that AFKLM is unable to pass on
to customers via higher fares."
Potential operational disruptions that derail SAS' path to a
recovery in profitability or further significant debt-funded
acquisitions leading to a sustainable deterioration in the group's
credit ratios below the rating-commensurate level would also put
pressure on the rating.
S&P could raise its rating if AFKLM strengthens its adjusted FFO to
debt to at least 45% on a sustainable basis, underpinned by
resilient improvement in operating efficiency (unit cost) and
profit margins.
LOXAM SAS: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable
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S&P Global Ratings affirmed its 'BB-' issuer credit rating on
rental equipment provider Loxam SAS. S&P assigned a 'BB-' issue
rating to the proposed senior secured debt. The recovery rating is
'3', indicating recovery prospects of 50%-70% (rounded estimate:
50%). S&P affirmed its 'BB-' issue ratings on the existing senior
secured debt and maintained the '3' recovery rating (50% recovery
estimate). S&P withdrew the 'B' issue rating on the existing senior
unsecured facilities.
S&P said, "The stable outlook reflects our view that Loxam will
balance lower market activity and preserve its profitability in
2025 with margins trending toward 37%, and will rapidly reduce
capex on softer end markets. We expect that the company will
sustain debt to EBITDA comfortably below 5x."
Loxam plans to issue EUR500 million in senior secured notes due
2031. The proceeds will be used to refinance its existing senior
secured notes due in 2026 and senior subordinated notes due in
2027.
The transaction is intended to be leverage neutral, with revenue
growth and profitability translating into leverage of 4.4x-4.6x in
2025 and 4.3x-4.5x in 2026. Loxam will substantially decrease its
capital spending (capex) and generate positive free operating cash
flow (FOCF) of about EUR100 million in 2025.
The proposed refinancing extends existing maturities and is
leverage neutral. Loxam is planning to issue EUR500 million new
senior secured notes to refinance its existing EUR167 million
senior subordinated notes due in 2027 and EUR300 million senior
secured notes due in 2026. The new debt will carry 4.25% interest
and have 5.5 years maturity. As a result of the transaction, the
company will have an all-senior-secured structure. The refinancing
will enhance the company's maturity profile. It is also leverage
neutral with pro forma leverage standing at 4.4x-4.6x in 2025 and
4.3x-4.5x in 2026.
Loxam is navigating a softer market environment, which has been
weighing on the company's volumes and profitability. Current
sentiment within the construction markets suggests a potential
recovery beginning in 2026, while 2025 will still see some
weakness--especially in residential and industrial construction
activity. Prolonged weakness is experienced in the Nordics and the
U.K, while France has also entered negative territory after the
boost it received from Olympics in 2024. Notably, Spain and
Portugal remain as growth areas, driven by the price-volume effect,
underpinned by solid residential construction volumes, industrial
projects, public investment, and increasing rental market
penetration. Infrastructure projects, alongside data centers, are
seen as key growth drivers for numerous economies, while industrial
buildings and warehouses are experiencing a slowdown. Based on
these fundamentals, S&P expects sales to decline by 2%-4% in 2025,
and start recovering in 2026 to about 1%-3%. EBITDA margin will be
flat or slightly contract, to 36.6% in 2025 from 36.7% in 2024, on
the back of lower volumes and limited ability to drive pricing due
to softer markets. 2026 will see some improvement back to about
36.7%-36.9%. To preserve profitability, Loxam is taking active
measures to be able to absorb fixed costs while volumes are down.
These include consolidating branches where feasible and reducing
staff levels.
Loxam will generate largely positive FOCF amid capex reduction.
Based on current market conditions, Loxam is proactively adjusting
its capex spending. S&P said, "We expect fleet capex to be reduced
to EUR300 million in 2025. As market recovery accelerates in 2026,
fleet capex will be adjusted to about EUR400 million in 2026. FOCF
generation will remain positive, at about EUR100 million in 2025
and EUR20 million-EUR40 million in 2026. It also plans to dispose
of used equipment, which should support cash flows. Considering the
mandatory amortization schedule for its bilateral lines and
state-guaranteed loans, we expect the company will likely issue
more bilateral loans instead of drawing on its revolving credit
facility (RCF). We assume Loxam will continue to pursue rolling
bolt-on acquisitions that are revenue and EBITDA accretive, as well
as maintain a constant dividend policy. Long-term demand for
Loxam's core equipment rental markets remains positive, and we
think Loxam is in a good position to benefit thanks to its size,
scale, and relatively young and well-maintained fleet. We estimate
funds from operations (FFO) cash interest coverage to remain
robust, at about 4.4x-4.6x in 2025 and 4.3x-4.5x in 2026. Loxam's
liquidity remains adequate."
S&P said, "The stable outlook reflects our view that Loxam will
balance lower market activity and preserve its profitability in
2025 with margins trending toward 37%, and that it will rapidly
pull back on its capex on the back of softening across its end
markets. We expect that the company will sustain debt to EBITDA
comfortably below 5x. This scenario does not incorporate any
acquisitions that are larger than anticipated under our base-case
scenario or shareholder-friendly actions.
"We could lower the rating if Loxam's credit metrics deteriorate
such that debt to EBITDA trended up toward 5x, with sustainable
negative FOCF and an adjusted EBITDA margin below 35%. This could
occur if the group deviates from our base-case scenario through
debt-financed acquisitions or shareholder-friendly actions, leading
to higher leverage. We might consider a negative rating action if
Loxam cannot timely and sufficiently balance growth and capex amid
weaker market conditions, which could lead to higher debt levels.
The rating could also come under pressure if, at any time, the
company's liquidity is no longer at least adequate.
"We do not see potential rating upside in the next 12 months. We
might see ratings upside if Loxam improved its credit metrics to
debt to EBITDA comfortably and sustainably below 4.0x. An upgrade
would also be contingent on the group generating at least neutral
FOCF. Stronger credit metrics could result from substantially
reduced absolute debt, combined with better-than-anticipated
operating performance and a more conservative financial policy."
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I R E L A N D
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ARBOUR CLO XII: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Arbour CLO XII DAC's
class A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the
issuer also has unrated subordinated and class M notes outstanding
from the original transaction.
This transaction is a reset of the already existing transaction
that closed in November 2023. The issuance proceeds of the
refinancing notes were used to redeem the refinanced notes (the
original transaction's class A, B-1, B-2, C, D, E, and F notes) and
the ratings on the original notes have been withdrawn.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payment.
This transaction has 1.5 years non-call period and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows and excess spread.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
our counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,744.46
Default rate dispersion 568.00
Weighted-average life (years) 4.45
Obligor diversity measure 144.68
Industry diversity measure 23.24
Regional diversity measure 1.27
Transaction key metrics
Total par amount (mil. EUR) 425.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 185
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.15
'AAA' target portfolio weighted-average recovery (%) 36.28
Target weighted-average spread (net of floors, %) 3.84
Target weighted-average coupon (%) 3.86
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.
"In our cash flow analysis, we modeled the EUR425.00 million target
par amount, the covenanted weighted-average spread of 3.70%, the
covenanted weighted-average coupon of 3.80%, and the covenanted
weighted-average recovery rate at the AAA level, and the target
weighted-average recovery rates at the other rating levels. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"Following the application of our structured finance sovereign risk
criteria, the transaction's exposure to country risk is limited at
the assigned ratings, as the exposure to individual sovereigns does
not exceed the diversification thresholds outlined in our
criteria.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings on these notes. The
class A-R and F-R notes can withstand stresses commensurate with
the assigned ratings.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors in the transaction as
being broadly in line with our benchmark for the sector. Primarily
due to the diversity of the assets within CLOs, the exposure to
environmental credit factors is viewed as below average, and
governance credit factors are average. For this transaction, the
documents prohibit assets from being related to certain activities.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."
Ratings list
Credit
Class Rating* Amount (EUR) enhancement (%) Interest rate§
A-R AAA (sf) 262,200,000 38.31 Three/six-month EURIBOR
plus 1.35%
B-R AA (sf) 45,900,000 27.51 Three/six-month EURIBOR
plus 1.95%
C-R A (sf) 24,200,000 21.81 Three/six-month EURIBOR
plus 2.35%
D-R BBB- (sf) 31,500,000 14.40 Three/six-month EURIBOR
plus 3.20%
E-R BB- (sf) 20,000,000 9.69 Three/six-month EURIBOR
plus 5.70%
F-R B- (sf) 13,600,000 6.49 Three/six-month EURIBOR
plus 8.59%
M NR 1.00 N/A N/A
Sub. Notes NR 28,000,000 N/A N/A
*S&P's ratings on the class A-R and B-R notes address timely
interest and ultimate principal payments. S&P's ratings on the
class C-R, D-R, E-R, and F-R notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
CROSS OCEAN VIII: S&P Assigns B- (sf) Rating to Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Cross Ocean Bosphorus
CLO VIII DAC's class A-R to F-R European cash flow CLO notes. At
closing, the issuer has unrated subordinated notes outstanding from
the existing transaction and also issued EUR1.384 million of
additional subordinated notes.
This transaction is a reset of the already existing transaction
which we did not rate. The existing classes of notes were fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date.
The reinvestment period will be approximately five years, while the
non-call period will be two years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semi-annual payment.
The ratings assigned reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,873.30
Default rate dispersion 496.99
Weighted-average life (years) 4.58
Weighted-average life (years) extended
to cover length of the reinvestment period 5.00
Obligor diversity measure 118.92
Industry diversity measure 23.80
Regional diversity measure 1.19
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.00
Actual 'AAA' weighted-average recovery (%) 37.11
Actual weighted-average spread (net of floors; %) 4.05
Actual weighted-average coupon 6.28
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR350 million target par
amount, the target weighted-average spread (4.05%), the target
weighted-average coupon (6.28%), the actual weighted-average
recovery rate. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.
"Until the end of the reinvestment period in July 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-R to F-R notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings assigned to these notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-R AAA (sf) 213.50 39.00 Three/six-month EURIBOR
plus 1.38%
B-R AA (sf) 42.00 27.00 Three/six-month EURIBOR
plus 2.05%
C-R A (sf) 21.00 21.00 Three/six-month EURIBOR
plus 2.50%
D-R BBB- (sf) 24.50 14.00 Three/six-month EURIBOR
plus 3.50%
E-R BB- (sf) 14.90 9.74 Three/six-month EURIBOR
plus 6.17%
F-R B- (sf) 11.30 6.51 Three/six-month EURIBOR
plus 8.60%
Sub. Notes NR 27.66 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C-R, D-R, E-R, and F-R notes address ultimate interest
and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
HARVEST CLO XXXI: S&P Assigns B- (sf) Rating to Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Harvest CLO XXXI
DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the
issuer has unrated class Z and subordinated notes outstanding from
the existing transaction.
This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date and
the ratings on the original notes have been withdrawn.
Under the transaction documents, the rated notes will pay quarterly
interest, unless a frequency switch event occurs. Following such an
event, the notes will permanently switch to semiannual payments.
The portfolio's reinvestment period will end approximately 4.50
years after closing. The non-call period will end approximately 1.5
years after closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,804.88
Default rate dispersion 573.00
Weighted-average life (years) 4.60
Obligor diversity measure 135.65
Industry diversity measure 23.05
Regional diversity measure 1.23
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.55
Target 'AAA' weighted-average recovery (%) 36.57
Target floating-rate assets (%) 95.88
Target weighted-average coupon 4.19
Target weighted-average spread (net of floors; %) 3.84
S&P said, "The portfolio is well-diversified at closing. Therefore,
we have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the target weighted-average spread (3.84%), and the target
weighted-average coupon (4.19%), as indicated by the collateral
manager. We assumed the target weighted-average recovery rates at
all rating levels. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios, for each liability rating
category.
"Our credit and cash flow analysis shows that the class B-R to E-R
notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings on the notes.
The class A-R and F-R notes can withstand stresses commensurate
with the assigned ratings."
Until Jan. 15, 2030, when the reinvestment period ends, the
collateral manager may substitute the assets in the portfolio, as
long the CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain, as established
by the initial cash flows for each rating, and compares that with
the current portfolio's default potential, plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may, through trading, cause the transaction's
credit risk profile to deteriorate.
S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-R to F-R notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also assessed the
sensitivity of our ratings on the class A-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis includes additional considerations to be
incorporated before we would assign ratings in the 'CCC'
category--and we would assign a 'B-' rating if the criteria for
assigning a 'CCC' category rating are not met--we have not included
the above scenario analysis results for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Ratings list
Balance Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.39%
B-R AA (sf) 41.50 27.63 Three/six-month EURIBOR
plus 2.05%
C-R A (sf) 23.00 21.88 Three/six-month EURIBOR
plus 2.30%
D-R BBB- (sf) 29.00 14.63 Three/six-month EURIBOR
plus 3.40%
E-R BB- (sf) 19.50 9.75 Three/six-month EURIBOR
plus 5.75%
F-R B- (sf) 13.00 6.50 Three/six-month EURIBOR
plus 8.48%
Z NR 0.25 N/A N/A
Sub. NR 29.175 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C-R, D-R, E-R, and F-R notes address ultimate interest
and principal payments. The payment frequency permanently switches
to semiannual and the index switches to six-month EURIBOR when a
frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
Sub.--Subordinated.
PALMER SQUARE 2021-1: S&P Assigns B-(sf) Rating on Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Palmer Square
European CLO 2021-1 DAC's class A-R, B-R, C-R, D-R, E-R, and F-R
notes. The issuer currently has EUR39.60 million of unrated
subordinated notes outstanding from the existing transaction. At
closing, the issuer also issued EUR13.9 million of subordinated
notes.
This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date and
the ratings on the original notes were withdrawn.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The transaction has a 1.5-year non-call period and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The assigned ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,631.17
Default rate dispersion 609.01
Weighted-average life (years) 4.35
Weighted-average life (years) extended to cover
the length of the reinvestment period 4.50
Obligor diversity measure 164.04
Industry diversity measure 22.68
Regional diversity measure 1.33
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.33
'AAA' weighted-average recovery (%) 36.58
Actual weighted-average spread (%) 3.62
Actual weighted-average coupon (%) 2.98
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified, primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread of 3.50%, the
covenanted weighted-average coupon of 3.50%, and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is limited at the assigned
ratings, as the exposure to individual sovereigns does not exceed
the diversification thresholds outlined in our criteria.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher rating levels than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that the ratings assigned
are commensurate with the available credit enhancement for all
classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-R to E-R notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance credit factors
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."
Palmer Square European CLO 2021-1 is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued by speculative-grade
borrowers. Palmer Square Europe Capital Management manages the
transaction.
Ratings
Amount
Class Rating* (mil. EUR) Sub (%) Interest rate§
A-R AAA (sf) 248.00 38.00 3-month EURIBOR plus 1.33%
B-R AA (sf) 44.00 27.00 3-month EURIBOR plus 1.95%
C-R A (sf) 24.00 21.00 3-month EURIBOR plus 2.30%
D-R BBB- (sf) 28.00 14.00 3-month EURIBOR plus 3.25%
E-R BB- (sf) 18.00 9.50 3-month EURIBOR plus 5.75%
F-R B- (sf) 12.00 6.50 3-month EURIBOR plus 8.17%
Sub notes NR 43.50 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C-R, D-R, E-R, and F-R notes address ultimate interest
and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
PALMER SQUARE 2025-2: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Palmer Square
European CLO 2025-2 DAC's class A, B-1, B-2, C, D, E, and F notes.
The issuer also issued unrated subordinated notes.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.
The portfolio's reinvestment period will end approximately 4.5
years after closing, while the noncall period will end 1.5 years
after closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2708.56
Default rate dispersion 553.57
Weighted-average life (years) 4.47
Weighted-average life (years) extended to cover
the length of the reinvestment period 4.50
Obligor diversity measure 160.51
Industry diversity measure 22.29
Regional diversity measure 1.30
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.75
Actual 'AAA' weighted-average recovery (%) 36.39
Actual weighted-average spread (net of floors; %) 3.65
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.50%), the
covenanted weighted-average coupon (2.70%), and the covenanted
portfolio weighted-average recovery rates. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote in line with our legal criteria.
"Our credit and cash flow analysis show that the class B-1, B-2, C,
D, and E notes could withstand stresses commensurate with higher
ratings than those assigned. However, as the CLO will be in its
reinvestment phase starting from the effective date, during which
the transaction's credit risk profile could deteriorate, we have
capped our ratings assigned to these classes of notes. The class A
and F notes can withstand stresses commensurate with the assigned
ratings.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class A
to F notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category--and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met--we have not included the above scenario analysis results
for the class F notes."
Palmer Square European CLO 2025-2 DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued by speculative-grade
borrowers. Palmer Square Europe Capital Management LLC manage the
transaction.
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Accordingly, since the exclusion of assets
from these activities does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.35%
B-1 AA (sf) 37.30 26.80 Three/six-month EURIBOR
plus 1.80%
B-2 AA (sf) 7.50 26.80 4.60%
C A (sf) 23.20 21.00 Three/six-month EURIBOR
plus 2.20%
D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 3.10%
E BB- (sf) 17.20 9.70 Three/six-month EURIBOR
plus 5.40%
F B- (sf) 12.80 6.50 Three/six-month EURIBOR
plus 8.17%
Sub. Notes NR 32.90 N/A N/A
*The ratings assigned to the class A, B-1, and B-2 notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C, D, E, and F notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
===================
L U X E M B O U R G
===================
RADAR BIDCO: EUR300MM Loan Add-on No Impact on Moody's 'B2' CFR
---------------------------------------------------------------
Moody's Ratings says Radar Bidco SARL's (Swissport or the company)
B2 long term corporate family rating, B2-PD probability of default
rating and the B2 instrument ratings of the senior secured bank
credit facilities are unaffected by the EUR300 million (EUR/USD
equivalent) fungible add-on to the existing EUR/USD term loans. The
outlook is positive.
On July 14, Swissport announced its intention to raise EUR300
million equivalent of additional debt through a fungible add-on to
its term loans to fund shareholder distributions, increasing its
Moody's-adjusted leverage by about 0.5x. The positive outlook that
Moody's assigned on March 19, 2025 assumed that Moody's adjusted
debt/EBITDA would fall below 4x by 2025 and that no shareholder
distributions would take place. However, Moody's considers the
announced dividend payment does not materially affect Moody's
expectations for deleveraging over the next 12-18 months and as
such Moody's maintains a positive outlook, reflecting the company's
continued growth trajectory and improving profitability. Moody's
also forecasts Moody's-adjusted free cash flow (FCF, after
interest, taxes and minority dividends) of EUR75-85 million
annually supported by EBITDA growth, reducing one-off costs and
relatively lower interest costs representing 19%-24 % of operating
EBITDA.
Swissport's B2 CFR reflects the company's (i) leading market
positions in ground and cargo handling for airlines and freight
forwarders respectively; (ii) high degree of geographic and
customer diversification, with contracts set at airport or even
activity level; (iii) solid contractual protection from inflation
in labour costs (two thirds of revenue) on 85% of contracts; and
(iv) good liquidity.
Conversely, Swissport's CFR also incorporates the challenges from
(i) the competitive market environment, with operational
performance really critical given switching costs are not overly
high; (ii) exposure to airline and freight forwarders'
profitability, which influences Swissport's pricing power; and
(iii) high employee turnover (20-25% per annum) by cross-industry
standards and tight labour markets presenting a constant challenge
in recruiting and retaining staff, with risks on service levels
that are essential to contract retention and win rates.
RATING OUTLOOK
The positive outlook reflects Moody's expectations of improving
free cash flow generation, underpinned by resilient air passenger
traffic growth globally, cost savings execution and improving
interest coverage. Further, the positive outlook assumes
deleveraging with Moody's-adjusted debt/EBITDA below 4x in the next
12-18 months. The outlook could be changed to stable if Swissport
does not meet Moody's leverage and cash flow expectations, for
example as a result of further debt-funded shareholder
distributions or acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Swissport's ratings if:
-- The company maintains solid operational execution, including
high reliability, contract renewals and labour management, leading
to revenue and organic EBITDA growth in mid-single-digit percentage
and,
-- Moody's-adjusted leverage decreases sustainably below 4.0x
and,
-- Moody's-adjusted FCF/debt is sustainably above 5% while
liquidity remains good and,
-- Moody's-adjusted EBITA/Interest expense reaches 2.5x on a
sustainable basis and,
-- There are no debt-funded shareholder distributions or
acquisitions.
Conversely, downward pressure on Swissport's ratings could
materialise if:
-- There is evidence of reliability or other operational issues
leading to significant contract losses or EBITDA stalling or
declining or,
-- Moody's-adjusted gross debt/EBITDA increases sustainably above
5.5x or,
-- FCF is negative or the cash position deteriorates below EUR200
million on average over the year, or
-- Moody's-adjusted EBITA/Interest expense is not at least 1.5x on
a sustainable basis.
COMPANY PROFILE
Swissport provides ground handling and cargo handling services to
airlines, freight forwarders and other customers at 279 airports in
45 countries across the world. In the twelve months to March 2025,
the company generated revenue of EUR3.8 billion and operating
EBITDA of EUR514 million. Since its debt restructuring in 2021,
Swissport has been owned by former lenders including Strategic
Value Partners and Ares Management Corporation.
=========
S P A I N
=========
CIRSA ENTERPRISES: Moody's Upgrades CFR to B1, Outlook Positive
---------------------------------------------------------------
Moody's Ratings has upgraded to B1 from B2 the corporate family
rating of Cirsa Enterprises, S.A. (Cirsa or the company) and to
B1-PD from B2-PD its probability of default rating. Concurrently,
Moody's have also upgraded to B1 from B2 the instrument ratings on
the EUR615 million backed senior secured notes due 2027, the
EUR382.5 million backed senior secured notes due 2027, the EUR525
million (outstanding EUR285 million) backed senior secured floating
rate notes due 2028 (the floating notes due in 2028 or the 2028
floating notes), the EUR375 million backed senior secured notes due
2028, and the EUR450 million backed senior secured notes due 2029,
all issued by Cirsa Finance International S.a r.l., a direct
subsidiary of the company. The outlook on both entities is
positive. Previously, the ratings were on review for upgrade. This
concludes the review for upgrade, which was initiated on July 4,
2025.
The rating action follows the completion of Cirsa's Initial Public
Offering (IPO) and the start of trading of its shares on the
Spanish Stock Exchanges on July 09, 2025 [1].
"Moody's have upgraded Cirsa's ratings to B1 to reflect the
expected leverage reduction post-IPO completion and the enhanced
financial flexibility," says Lola Tyl, a Moody's Ratings lead
analyst for Cirsa.
RATINGS RATIONALE
The upgrade to B1 and positive outlook reflect the expected
leverage reduction post-IPO completion and the enhanced financial
flexibility.
The IPO comprises a primary issuance of ordinary shares with gross
proceeds of about EUR400 million. Cirsa intends to use the net
proceeds of EUR375 million to repay part of its existing debt and
reduce leverage. In particular, Cirsa intends to repay the full
amount of its outstanding EUR285 million backed senior secured
floating notes due in 2028. After the IPO and this debt repayment,
the company expects a net leverage reduction to around 2.7x. This
is an improvement from 3.3x before the offering, and Moody's
estimates it corresponds to a Moody's-adjusted gross leverage of
around 3.0x post-IPO, compared with 3.5x before the offering.
Moody's estimates exclude the company's EUR600 million paid-in-kind
toggle notes (the PIK notes) raised outside its restricted group.
Including Cirsa's PIK notes in Moody's gross debt calculation,
Moody's estimates of its Moody's-adjusted gross leverage would be
around 0.8x higher.
While Cirsa would remain largely owned and controlled by a fund
managed by Blackstone Inc. (Blackstone) after the IPO, the company
will benefit from a predictable and more conservative financial
policy. Cirsa is targeting a net leverage ratio in the range of
2.0x-2.5x on a steady state basis after the IPO. Moody's estimates
the target net leverage ratio is equivalent to a Moody's-adjusted
gross leverage of 2.2x-2.8x without the PIK notes and 3.0x-3.6x
with the PIK toggle notes.
Additionally, the decrease in leverage will reduce Cirsa's interest
costs and enhance its financial flexibility. The IPO has additional
positive credit implications as it can facilitate future capital
raising and improve liquidity. However, under the new financial
policy, Cirsa targets a 35% payout ratio from 2026. This will lead
to higher recurring shareholder distributions, potentially
outweighing savings achieved from a reduced debt burden. Moody's
also notes that the group has significant debt maturities in 2027
when around EUR1 billion of bonds mature.
Cirsa's strong operating performance continued in 2024 and in the
first quarter of 2025. Revenue and company-adjusted EBITDA growth
were respectively 12% and 9% in Q1 2025. Moody's expects the
company's EBITDA to continue exhibiting a solid growth trajectory
around the mid to high single digits in percentage terms, supported
by growth in both land-based and online activities.
Cirsa's B1 CFR reflects its leading market positions in Spain and
Latin America and its geographical and business segment
diversification. Conversely, Cirsa's rating is constrained by the
company's material presence in emerging markets, which generate
around 40% of the company's EBITDA, the company's limited although
increasing online offering, its exposure to foreign-exchange
fluctuations and reliance on repatriation of cash from Latin
American countries as well as the regulatory risks inherent to the
gambling industry.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
The decision to upgrade Cirsa's ratings to B1 reflects corporate
governance considerations associated with the decrease in leverage
expected following the IPO completion as well as the company's
decision to adopt a predictable and more conservative financial
policy after its IPO. In addition, the listing enhances
transparency, leading to improved corporate governance in
particular with regard to compliance and reporting and board
structure.
LIQUIDITY
Cirsa's liquidity is good, supported by EUR273 million of cash as
of March 31, 2025 and a EUR275 million revolving credit facility
(RCF) maturing in December 2029 which is expected to be fully
undrawn following the IPO.
The company's liquidity is also supported by Moody's expectations
of strong Moody's-adjusted free cash flow (FCF) generation of above
EUR100 million per year in the next 12-18 months after annual
dividends projected of around EUR140 million from 2026 onwards
(including minorities dividends), but excluding the group's
business acquisition-related cash outflows.
The RCF documentation contains a springing financial covenant based
on senior secured net leverage set at 7.52x, tested on a quarterly
basis when the RCF is drawn by more than 40%. A breach only
triggers a drawstop event and not an event of default. Moody's
expects Cirsa to maintain good buffer under this covenant.
Cirsa's next significant debt maturity within the senior secured
notes' restricted group is in March 2027, when its EUR615 million
backed senior secured notes mature.
STRUCTURAL CONSIDERATIONS
Cirsa's B1-PD PDR is in line with the CFR, reflecting Moody's
assumptions of a 50% recovery rate, as is customary for capital
structures that include notes and bank debt. The backed senior
secured notes are rated B1, in line with the CFR, given they
represent most of the company's financial debt. There is also an
amount of bank debt at the operating company level, as well as a
super senior RCF, which ranks ahead of the senior secured notes
given the relatively low guarantor coverage in the range of 43% to
46%, and the RCF has priority over the proceeds under the
Intercreditor Agreement. However, the RCF is not material enough to
drive notching on the ratings of the senior secured notes.
RATIONALE FOR POSITIVE OUTLOOK
The positive outlook reflects Moody's expectations that Cirsa will
continue to record steady revenue and EBITDA growth which, combined
with the debt repayment post-IPO will drive deleveraging and credit
metrics improvement. Following the debt repayment post-IPO
completion, Moody's expects that the company's Moody's-adjusted
gross leverage will reduce towards below 3.0x. In addition, Moody's
expects that its cash flow generation will remain strong even after
accounting for dividend payments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings could develop if the company
continues to report strong and stable revenue growth and
sustainable EBITDA margins driven by a growing online segment,
combined with growth in land-based activities, such that its
Moody's-adjusted gross leverage reduces comfortably below 3.0x; its
Moody's-adjusted FCF remains strong and the company maintains good
liquidity. An upgrade would also require that the company builds a
track record of adhering to its new financial policy.
Negative rating pressures on Cirsa's ratings could develop if the
company's operating and financial performance weaken; or in case of
regulatory or fiscal evolutions with the potential to materially
impact the group's revenue or profitability; if its
Moody's-adjusted gross leverage increases above 4.0x; its
Moody's-adjusted FCF or its liquidity deteriorates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Gaming
published in June 2021.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Cirsa was founded in 1978 following the liberalisation of the
Spanish private gaming market. Headquartered in Terrassa, Spain,
Cirsa is an international gaming operator. The company is present
in nine countries where it has market-leading positions: Spain and
Italy in Europe; Panama, Colombia, Mexico, Peru, Costa Rica and the
Dominican Republic in Latin America; and Morocco in Africa. Cirsa
operates casinos, slot machines, bingo halls and betting locations,
and also offers online gaming and betting services. In 2024, the
company reported net revenue of around EUR2.15 billion and
company-adjusted EBITDA of EUR699 million.
===========================
U N I T E D K I N G D O M
===========================
BOOTS GROUP: Moody's Assigns First Time 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Ratings has assigned a first-time B1 Long Term Corporate
Family Rating and a B1-PD Probability of Default Rating to UK-based
pharmacy and beauty retail operator The Boots Group Intermediate
Limited (The Boots Group, or the group). Concurrently, Moody's have
assigned a B1 rating to the GBP and EUR tranches of the senior
secured term loan co-borrowed by The Boots Group Bidco Limited and
Boots Group Finco L.P. and to the GBP and EUR tranches of the
backed senior secured notes co-issued by Boots Group Finco L.P. and
The Boots Group Luxco S.à r.l. as well as a B1 rating to both the
USD senior secured term loan borrowed by Boots Group Finco L.P. and
backed senior secured notes co-issued by Boots Group Finco L.P. and
The Boots Group Luxco S.a r.l. The outlook for The Boots Group
Intermediate Limited, The Boots Group Bidco Limited and Boots Group
Finco L.P. are stable.
RATINGS RATIONALE
The B1 CFR reflects The Boots Group's (i) large scale and
established position as a leading pharmacy, beauty and health-led
products retailer in the UK and Republic of Ireland (ROI), as well
as a wholesale distributor of pharmaceutical products in Germany;
(ii) strengthened profitability from increased market share
penetration and cost management initiatives executed in the past
five years; (iii) free cash flow-generative business model that can
comfortably accommodate substantial annual capital requirements (in
Moody's-adjusted terms) and (iv) experienced management team
alongside continued involvement of long-term minority
shareholders.
Concurrently, the B1 CFR also reflects (i) a degree of geographic
and asset concentration in the UK and ROI; (ii) limited scope for
further market share gains given fierce competition in the UK and
the consolidated market structure in Germany; (iii) key pro forma
opening financial metrics for the last twelve months ended February
2025, namely leverage (Moody's-adjusted gross debt to EBITDA) of
5.3x and interest cover (EBITDA minus capex divided by interest
expense, all Moody's-adjusted) of 1.6x at relatively stretched
levels, yet expected to organically improve over time and (iv) an
untested financial policy under new majority private equity-owned
shareholding structure.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
ESG considerations factored into Moody's assessments of The Boots
Group's credit quality are mostly attributable to social and
governance risks.
The Boots Group's exposure to social risks arises from demographics
and societal trends concerning changes in consumer preferences and
spending patterns, especially with regards to the group's beauty
product offering. Rising demand for prescription drugs and medical
services associated to an ageing population in both the UK and
Germany partially mitigates this risk. The Boots Group is also
exposed to customer relations risk, given the need to use and
maintain sensitive customer data including medical records,
shipping addresses and digital payment information. Finally, the
group's extensive reliance on external supply of pharmaceutical,
beauty and health and wellness products are a source of responsible
production risks.
Governance risks stem from the group's concentrated ownership
between private equity firm Sycamore Partners and investment
companies ultimately controlled by Mr Stefano Pessina. In Moody's
views, concentrated control and current lack of independent board
members create potential for financial policies that favour
shareholders over creditors. Positively, The Boots Group benefits
from a stable and experienced management team with good execution
on key initiatives to strengthen the company's profitability.
LIQUIDITY
The Boots Group's liquidity is good. Moody's expects that the group
will:
-- Maintain unrestricted cash balances that are commensurate with
the requirements of the business
-- Generate positive free cash flow (FCF) generation in the next
12-18 months
-- Limit the utilisation of the five-year tenor asset-based
lending facility (ABL) that will form part of the envisaged capital
structure and
-- Maintain ample headroom under the springing financial covenant
attached to the ABL. The contemplated US dollar-denominated tranche
of the term loan borrowed by Boots Group Finco L.P. is subject to
annual amortisation at 1% per annum ($7.5 million) from fiscal year
ending August 2026, which is manageable in the context of the
group's debt service capacity.
STRUCTURAL CONSIDERATIONS
At closing, The Boots Group's capital structure will comprise:
-- A GBP680 million, multi-currency, five-year ABL for working
capital purposes
-- Two distinct factoring facilities supporting the group's
businesses in the UK (GBP250 million) and in Germany (EUR700
million, with seasonal upsizes to EUR800 million). These facilities
are non-recourse to The Boots Group, except for a EUR60 million
equivalent claim under the ABL
-- A $2,250 million equivalent, seven-year, senior secured term
loan (TL) split into three tranches (US dollar, Euro and Sterling)
-- A $2,000 million equivalent, seven year, backed senior secured
notes (SSNs) also split in three tranches (US dollar, Euro and
Sterling).
The B1 ratings assigned to each of the TL and the SSNs are line
with The Boots Group's CFR, because these two instruments together
account for majority of the group's outstanding indebtedness
modelled according to Moody's Loss Given Default framework.
COVENANTS
Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:
Guarantor coverage will be at least 80% of consolidated EBITDA
determined in accordance with the agreement and include only
companies incorporated in the United States, any state thereof or
the District of Columbia, England and Wales, Ireland, Germany,
Jersey and solely with respect to the Co-Issuer, Luxembourg.
Security will be granted over a floating charge over the assets of
the UK borrower and holdings (subject to customary excluded
assets), a perfected first priority security interest in
substantially all tangible and intangible property (other than ABL
priority collateral) of the group, each borrower and each
subsidiary guarantor, a perfected second priority security
interests in the ABL priority collateral and key shares, bank
accounts and intra-group receivables, over each directly owned loan
party.
Incremental facilities are permitted up to 100% of EBITDA.
Unlimited pari passu debt is permitted if the first lien secured
leverage ratio (1stL SNLR) is below the opening leverage. Unlimited
junior lien debt is permitted if the senior secured leverage ratio
(SSNLR) is below the opening leverage. Unlimited debt secured on
non-collateral or unsecured debt is permitted provided total
leverage ratio (TLR) is below the opening leverage. or subject to a
2x fixed charge coverage ratio.
Unlimited restricted payments are permitted if the 1stL SNLR is
0.5x below opening leverage.
Asset sale proceeds are only required to be applied in full where
1stL SNLR is 1.0x below opening leverage.
Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies arising from actions with respect to
which substantial steps have been taken within 36 months of the
closing date, uncapped.
The proposed terms, and the final terms may be materially
different.
RATING OUTLOOK
The outlook is stable. Moody's expects The Boots Group to grow
profits and operating cashflows by successfully defending its
market position while capitalising on the cost management
initiatives undertaken. The stable outlook also reflects gradual
de-leveraging via the repayment of debt out of the group's expected
positive FCF generation (Moody's- defined and adjusted) in the
absence of distributions to shareholders.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure could materialise over time should The Boots
Group:
-- Grow profits and operating cashflows while at least preserving
its market share by successfully fending off competitive pressures
-- Manages to further strengthen its profitability, so that its
interest cover approaches 2.5x
-- Decreases its Moody's-adjusted leverage below 4.5x and
increases its Moody's-adjusted FCF/debt towards the high
single-digits, both on a sustainable basis
-- Establishes a track record of disciplined financial policies,
for instance focusing on re-investment of cash flows into the
business as opposed to the pursuit of debt-funded acquisitions or
distributions to shareholders
A rating downgrade would be considered if:
-- Suffers from a contraction in revenue and EBITDA, for instance
as a result of loss of market share, or
-- Fails to reduce its Moody's-adjusted gross debt/EBITDA
sustainably below 5.5x, or
-- Interest cover falls sustainably below 1.5x, or
-- If its FCF generation and liquidity deteriorate, including as a
result of a more aggressive than expected stance on financial
policies
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
The one-notch rating differential between the assigned B1 CFR and
the scorecard-indicated outcome of Ba3 reflects the lack of track
record operating as a standalone entity and the significant
competition in the UK retail industry against a challenging
economic backdrop all of which means there is a risk of
underperformance against Moody's base case forecasts. In addition
there is potential that the shareholders in due course adopt more
aggressive financial policies than Moody's currently anticipate.
COMPANY PROFILE
The Boots Group carves out the non-US activities of global retail
pharmacy operator Walgreens Boots Alliance, Inc. (WBA, Ba3 under
review for downgrade) that is the subject of a take private
transaction led by private equity sponsor Sycamore Partners and
long term WBA shareholder Mr Stefano Pessina. The WBA take-private
is due to complete by the end of this year. The group generated
revenue of approximately $24 billion and company-adjusted EBITDA of
$1.1 billion in the LTM Feb-25.
CULT INTERNATIONAL: Begbies Traynor Named as Administrators
-----------------------------------------------------------
Cult International Limited was placed into administration
proceedings in the Business and Property Courts of England and
Wales Court Number: CR-2025-4451, and Craig Povey and Gareth Prince
of Begbies Traynor (Central) LLP, were appointed as administrators
on July 7, 2025.
Cult International specialized in Media - Advertising Agencies.
Its registered office is Trafalgar House, 223 Southampton Road,
Portsmouth, PO6 4PY.
Its principal trading address is at 409 Black & White FORA, 74
Rivington Street, London, EC2A 3AY.
The administrators can be reached at:
Craig Povey
Gareth Prince
Begbies Traynor (Central) LLP
11th Floor, One Temple Row
Birmingham, B2 5LG
Any person who requires further information may contact "
William Davies
Begbies Traynor (Central) LLP
E-mail: birmingham@btguk.com
Tel No: on 0121 200 8150
DACS LTD: Dow Schofield Named as Joint Administrators
-----------------------------------------------------
DACS Ltd was placed into administration proceedings in the High
Court of Justice Business and Property Courts in Manchester,
Insolvency & Companies List (ChD) Court Number: CR-2025-MAN-000909,
and Lisa Marie Moxon and Christopher Benjamin Barrett of Dow
Schofield Watts Business Recovery LLP, were appointed as joint
administrators on July 4, 2025.
DACS Ltd. is a control and process automation specialist.
Its registered office is at 7400 Daresbury Park, Daresbury,
Warrington, Cheshire, WA4 4BS (formerly Unit C5 Tenth Avenue, Zone
3, Deeside Industrial Estate, Deeside, Flintshire, Wales CH5 2UA).
Its principal trading address is at Unit C5 Tenth Avenue, Zone 3,
Deeside Industrial Estate, Deeside, Flintshire, Wales CH5 2UA.
The joint administrators can be reached at:
Lisa Marie Moxon
Christopher Benjamin Barrett
Dow Schofield Watts Business Recovery LLP
7400 Daresbury Park, Daresbury
Warrington, WA4 4BS
Further Details Contact:
The Joint Administrators
Tel No: 01928 378014
Alternative contact:
Laura Hewitt
Email: laura@dswrecovery.com
EAGLE BIDCO: S&P Assigns 'B-' Rating to GBP1.2BB Sr. Sec. Term Loan
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Eagle
Bidco Ltd.'s GBP1.2 billion-equivalent first-lien senior secured
term loan. S&P has also assigned a recovery rating of '3',
indicating that it expects meaningful (50%-70%; rounded estimate:
50%) recovery in the event of payment default or bankruptcy.
Eagle Bidco trades as Busy Bees, a U.K.-based childcare services
provider targeting children aged under five. The company is seeking
to extend the maturity of its term loan to 2032 from 2028 and to
increase the size of its unrated revolving credit facility (RCF) to
GBP150 million from GBP100 million while also extending the
maturity of the RCF to 2031 from 2027. S&P regards the proposed
transaction as leverage neutral.
Unless Eagle Bidco undertakes further material debt-financed
acquisitions in 2025, S&P forecasts that S&P Global
Ratings-adjusted debt to EBITDA at the group will be 7.3x in
2025--or 6.2x, excluding payment-in-kind (PIK) notes. This is in
line with the 2024 figures. Free operating cash flow (FOCF)
generation after lease payments is forecast to be GBP25
million-GBP30 million. S&P considers the group's ability to
generate positive FOCF after lease payments to be an important
support for the current rating.
S&P said, "BusyBees' trading performance in 2024 and the first
quarter of 2025 was robust and in line with our expectations. The
group's strong performance reflects its strong operational
execution and strategic initiatives. Given that the U.K. government
is expanding its childcare subsidies, we anticipate that BusyBees
will maintain its strong performance in the U.K. and that occupancy
levels will improve. However, regulatory changes in Canada could
depress earnings. We project that Busy Bees will report revenue
growth of 9% in 2025, including a partial contribution from its
U.S. acquisition Learn and Play Montessori School. We also
anticipate that the group will maintain S&P Ratings-adjusted EBITDA
margins of 25.1%."
Issue Ratings--Recovery Analysis
Key analytical factors
-- The rating on the proposed extended senior secured debt
facilities is 'B-' and the recovery rating is '3'. Pro forma the
transaction, BusyBees' secured facilities comprise a term loan B in
two tranches (one of GBP366 million, plus a euro-denominated
tranche equivalent to GBP780 million), both maturing in February
2032; and an unrated RCF upsized to GBP150 million and due in
August 2031. The recovery rating on the term loan indicates S&P's
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a payment default. The recovery rating is supported
by the debt's senior ranking, but constrained by the substantial
amount of senior secured debt and the absence of a material amount
of secured, tangible assets.
-- The group has GBP300 million in unrated PIK notes issued at
Eagle Newco Ltd. These are structurally subordinated to the senior
secured facility issued at Eagle Bidco Ltd. and noteholders have no
direct recourse to the senior group. The notes accrue interest over
the eight-year term and have no option to pay interest in cash.
That said, they do include a clause that requires repayment before
the maturity date if the current sponsors sell the business.
-- In S&P's simulated default scenario, it assumes a sharp
macroeconomic downturn, rising unemployment, regulatory shifts, or
declining birth rates, any of which would reduce demand for
childcare and intensify competition among providers, and could
trigger a sustained reduction in occupancy and revenue.
-- S&P values Busy Bees as a going concern in a distressed
scenario because it believes that the company would reorganize,
given its very good reputation and leading market positions,
particularly in the U.K., U.S., and Canada.
-- S&P views the security and guarantee package as relatively
weak. In addition to share pledges, the debt is secured by the
company's bank accounts, and intercompany receivables.
-- The documentation stipulates a minimum guarantor coverage test,
with a threshold of 80% of EBITDA.
Simulated default assumptions
-- Year of default: 2027
-- Jurisdiction: U.K.
-- EBITDA at emergence: GBP136 million
-- Implied enterprise value multiple: 5.5x, in line with S&P's
assessment of similar business services sector peers.
Simplified waterfall
-- Gross enterprise value at default: GBP750 million
-- Net enterprise value after administrative costs (5%): GBP713
million
-- Value available for senior secured claims: GBP690 million
-- Estimated senior secured claims: GBP1,314 million (1)(2)
-- Recovery rating: '3' (rounded estimate: 50%)
(1) All debt amounts include six months of prepetition interest.
(2) GBP150 million RCF, assumed to be 85% drawn at the simulated
time of default.
EAGLE MIDCO: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.
-------------------------------------------------------------
Moody's Ratings has affirmed the B3 long-term corporate family
rating and B3-PD probability of default rating of UK headquartered
day nursery and early years education provider Eagle MidCo Limited
(Busy Bees). Moody's have concurrently affirmed the B3 senior
secured bank credit facilities ratings of Eagle Bidco Limited. The
outlook has been changed to positive from stable on both entities.
The rating action reflects:
-- Moody's expectations that leverage will remain around 6.0x (on
a Moody's-adjusted debt-to-EBITDA basis) over the next 12-18
months, supported by organic growth and operational improvements.
Interest cover, as measured by Moody's-adjusted EBITA to interest
expense, likely to be around 1.3x. Moody's also expects the company
to generate positive free cash flow over the next 12-18 months;
-- Busy Bees' improved scale and business profile over the last
four years. It has almost doubled in scale over the past four years
to GBP1.1 billion for the last twelve months (LTM) to March 31,
2025. Growth has come from M&A, which has allowed the company to
increase its geographic diversification, with less reliance on
Europe, particularly the UK; and,
-- Moody's expectations that Busy Bees will maintain good
liquidity, supported by stronger internal sources of liquidity and
following the amend and extend (A&E) exercise there will be no
maturities until 2032.
On July 14, 2025, Busy Bees announced an A&E transaction. The
company plans to extend its existing guaranteed senior secured
first-lien term loan B, euro and GBP tranches into new euro and GBP
tranches maturing in February 2032. Any new money raised will be
used to pay down non-consenting lenders on a pro-rata basis and for
transaction fees, costs and expenses. The company also plans to
upsize its revolving credit facility to GBP150 million, from GBP100
million. The transaction will be leverage neutral.
RATINGS RATIONALE
The B3 CFR is supported by Busy Bees': (1) stable demand for its
services, which are perceived as essential supporting stable demand
and pricing power; (2) leading market positions; (3) loyal and
affluent customer base; and (4) increased geographic
diversification limits risks pertaining to changes in regulations
and to cost inflation.
The rating is constrained by the company's: (1) high albeit
reducing leverage and relatively low interest coverage ratios; (2)
buy-and-build strategy through debt-funded acquisitions hampers
deleveraging; (3) high operating leverage and exposure to rising
labour costs; and (4) high interest costs limit cash generation.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Busy Bees' ESG considerations have a credit impact score of CIS-4.
This primarily reflects high governance risks from the company's
aggressive financial strategy with tolerance for high leverage and
debt funded acquisitions and its concentrated ownership.
LIQUIDITY
Busy Bees has good liquidity. As of March 31, 2025, the company had
GBP81.2 million of cash on balance sheet and its undrawn GBP100
million revolving credit facility (RCF), however GBP16 million is
held for use for bank guarantees. The company plans to upsize its
RCF to GBP150 million as part of the A&E transaction. Busy Bees'
liquidity buffer can, however, temporarily weaken as the company
draws down on its RCF to fund acquisitions before issuing
additional loans to repay the RCF drawings.
The RCF is subject to a consolidated senior secured net leverage
springing covenant when drawings exceed 40%. Even in the event of a
testing, Moody's expects headroom under the covenant to remain
ample.
STRUCTURAL CONSIDERATIONS
Busy Bees' B3-PD probability of default rating reflects the use of
an expected family recovery rate of 50%, as is consistent with
first lien covenant-lite loan structures. The Term Loan B and RCF
rank pari passu and are rated B3, in line with the company's CFR.
All facilities are guaranteed by the company's subsidiaries and
benefit from a guarantor coverage of no less than 80% of the
group's consolidated EBITDA. The security package includes a pledge
over shares, bank accounts and intercompany receivables and a
floating charge over all material operating subsidiaries.
RATING OUTLOOK
The positive outlook reflects Moody's expectations that the company
will maintain good operating performance, reduce leverage below
6.0x over the next 12-18 months, and refrain from large debt-funded
acquisitions and shareholder distributions, which could revert the
outlook back to stable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if (1) revenue and EBITDA margins
continue to improve on a sustained basis; (2) Moody's-adjusted
debt/EBITDA leverage reduces below 6x; and (3) free cash flow (FCF)
remains positive, with good liquidity.
The ratings could be downgraded if: (1) Moody's-adjusted
debt/EBITDA leverage remains above 7.5x for a prolonged period; (2)
Moody's-adjusted EBITA/interest is sustainably below 1x; (3) FCF
remains negative; (4) liquidity weakens or; (5) the company fails
to grow revenues organically, maintain at least stable margins.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Founded in 1983 and headquartered in the UK, Busy Bees is a leading
day nursery and early years education provider for infants and
children under the age of five. The company generated GBP1.1
billion of revenue and GBP309 million of company-adjusted post-IFRS
16 EBITDA for the last twelve months (LTM) to March 31, 2025, based
on preliminary results. The company benefits from good geographic
diversification with operations in Europe (UK, Ireland, Italy),
Asia (Singapore, Malaysia, Vietnam), North America (Canada, US),
and Australia/New Zealand (ANZ). As of 2024, the group operated a
network of 1,008 nurseries offering over 109,722 places.
Ontario Teachers' Pension Plan Board (OTTP, Aa1 stable) owns 68%,
Temasek Holdings (Private) Limited (Aaa stable) owns 26% and
management holds the remaining 6% of shares in the company.
JSR (HD): Springfields Advisory Named as Administrator
------------------------------------------------------
JSR (HD) Ltd, trading as Heavenly Desserts, was placed into
administration proceedings in the High Court of Justice Business
and Property Courts in Leeds, Court Number: CR2025LDS000626, and
Situl Devji Raithatha of Springfields Advisory LLP was appointed as
administrator on July 4, 2025.
JSR (HD) is a franchise dessert parlour.
Its registered office is at 18 Causey Arch, Broughton, Milton
Keynes, MK10 7AR.
Its principal trading address is at Unit H5 Stadium, WayWest,
Milton Keynes, MK1 1ST.
The administrator can be reached at:
Situl Devji Raithatha
Springfields Advisory LLP
38 De Montfort Street
Leicester, LE1 7GS
Tel No: 0116 299 4745
For further information, contact:
Sachin Raithatha
Springfields Advisory LLP
38 De Montfort Street
Leicester, LE1 7GS
Tel No: 0116 299 475
Email: sachin.r@springfields-uk.com
MARTURANO HOMES: FRP Advisory Named as Joint Administrators
-----------------------------------------------------------
Marturano Homes Houston Ltd was placed into administration
proceedings in the Court of Session No P651 of 2025, and Michelle
Elliott and Callum Angus Carmichael of FRP Advisory Trading
Limited, were appointed as joint administrators on July 1, 2025.
Marturano Homes specialized in the buying and selling of own real
estate.
Its registered office is at C/O FRP Advisory Trading Limited, Level
2, The Beacon, 176 St Vincent Street, Glasgow, G2 5SG.
Its principal trading address is at 72 Henderland Road, Bearsden,
Glasgow, G61 1JG.
The joint administrators can be reached at:
Michelle Elliott
Callum Angus Carmichael
FRP Advisory Trading Limited
Level 2, The Beacon
176 St Vincent Street
Glasgow G2 5SG
Further details contact:
The Joint Administrators
Tel: +44 (0)330 055 5455
cp.glasgow@frpadvisory.com
Alternative contact: Ryan McGee
PAYME LTD: Quantuma Advisory Named as Administrators
----------------------------------------------------
Payme Ltd was placed into administration proceedings in the High
Court of Justice Business and Property Courts Court Number:
CR-2025-004505, and Paul Zalkin and Tom Parish of Quantuma Advisory
Limited, were appointed as administrators on July 7, 2025.
Payme Ltd specialized in management consultancy activities other
than financial management, as well as temporary employment agency
activities.
Its registered office is at Equinox 2 Audby Lane, Wetherby, LS22
7RD and it is in the process of being changed to c/o Quantuma
Advisory Limited, 7th Floor, 20 St Andrew Street, London EC4A 3AG.
Its principal trading address is at Equinox 2 Audby Lane, Wetherby,
LS22 7RD.
The administrators can be reached at:
Paul Zalkin
Tom Parish
Quantuma Advisory Limited
7th Floor, 20 St. Andrew Street
London, EC4A 3AG
For further details, please contact:
Ellie Knapp
Tel No: 020 3856 6720
Email: Ellie.Knapp@quantuma.com
RL REALISATIONS: Leonard Curtis Named as Joint Administrators
-------------------------------------------------------------
RL Realisations 2025 Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester, Insolvency & Companies List (ChD) Court
Number: CR-2025-MAN-000976, and Mike Dillon and Andrew Knowles of
Leonard Curtis were appointed as joint administrators on July 7,
2025.
RL Realisations fka Red Led Limited offered business support
services.
Its registered office and principal trading address is at 71a
London Road, Alderley Edge, Cheshire, SK9 7DY.
The joint administrators can be reached at:
Mike Dillon
Andrew Knowles
Leonard Curtis
Riverside House, Irwell Street
Manchester, M3 5EN
Further details contact:
The Joint Administrators
Tel: 0161 831 9999
Email: recovery@leonardcurtis.co.uk
Alternative contact: Natasha Lee
*********
S U B S C R I P T I O N I N F O R M A T I O N
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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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