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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
Tuesday, July 22, 2025, Vol. 26, No. 145
Headlines
F R A N C E
CAB (BIOGROUP): S&P Upgrades ICR to 'B' on Stronger Credit Metrics
ELIOR GROUP: Fitch Rates Senior Unsecured Notes 'B+'
I R E L A N D
ARES EUROPEAN XXII: Fitch Assigns 'B-sf' Final Rating to Cl. F Debt
AVOCA CLO XVII: S&P Assigns Prelim B- (sf) Rating to F-R-R Notes
CVC CORDATUS XXIX: Fitch Puts 'B-sf' Final Rating to Cl. F-R Notes
HARVEST CLO XXXVI: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
K A Z A K H S T A N
FORTEBANK JSC: Moody's Affirms 'Ba2' Deposit Ratings, Outlook Pos.
N E T H E R L A N D S
AMMEGA GROUP: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg.
MEDIAN B.V: Fitch Affirms 'B-' LT IDR, Alters Outlook to Positive
P O L A N D
DL INVEST: Fitch Puts 'BB-' Final Rating to EUR350M Sr. Unsec. Bond
R U S S I A
UZAUTO MOTORS: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
T U R K E Y
RONESANS HOLDING: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
U N I T E D K I N G D O M
STONEGATE PUB: Moody's Cuts CFR to Caa1, Alters Outlook to Stable
[] UK: Retail and Leisure Sectors Still Under Pressure
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F R A N C E
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CAB (BIOGROUP): S&P Upgrades ICR to 'B' on Stronger Credit Metrics
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S&P Global Ratings raised its long-term issuer credit rating on
France-based laboratory company CAB (Biogroup) to 'B' from 'B-' and
raised its issue rating on the term loan B (TLB) to 'B' from 'B-'.
The stable outlook reflects S&P's view that Biogroup's operating
performance will remain resilient, with funds from operations (FFO)
cash interest coverage comfortably above 2.0x and cash interest
paying debt and put option to EBITDA improving to below 7.0x and
remaining below 7.0x despite a likely resurgence of acquisitions.
Biogroup is benefiting from a stabilized pricing environment and a
streamlined cost base. S&P anticipates an operating margin
improvement of 100 basis point in 2025, which will result in
adjusted leverage on the cash interest paying debt and put options
to improve to about 7.0x at year-end 2025.
In S&P's view, the operating environment will remain stable until
2027 and the group will generate significant levels of free
operating cash flow (FOCF), noting that the group has always
generated healthy cash-flows even in the recent years where it
faced substantial tariff cuts.
Biogroup reported solid operating performance as of current
trading, despite the tariff cuts of September 2024. Year-to-date
revenues are slightly higher than in the same period of 2024,
thanks to the first-time consolidation of Analiza, a Spain-based
subsidiary. Year-to-date EBITDA was only slightly below 2024 level,
despite the full impact of the significant price cut that occurred
in September 2024. EBITDA is also above budget thanks to additional
personnel cost savings. S&P assumes that about 60% of the tariff
impact in France has been mitigated by the transformation plan.
S&P said, "We expect Biogroup's operating performance will
gradually improve, supported by incremental efficiency gains. This
will result in S&P Global Ratings-adjusted financial leverage on
the cash interest paying debt of below 7.0x over the next 12-18
months, from 8.1x in 2024. We anticipate topline growth on the
routine business across geographies thanks to increasing volumes
and the favorable effect of Analiza, now fully consolidated. The
full impact of organic growth will only be felt in the fourth
quarter of 2025, like-for-like analysis will then be based on
comparable tariffs in France. We also anticipate that the delivery
of the transformation plan will continue in the second half of 2025
and will generate additional savings. We estimate that only about
half of the expected EUR55 million identified efficiency savings
have materialized year to date.
"We anticipate strong positive FOCF after leases of about EUR120
million-EUR130 million at year-end 2025 and at least EUR180 million
annually thereafter. We expect Biogroup will manage its working
capital efficiently and benefit from reduced activity and more
efficient cash and inventory management, such that we anticipate a
slightly negative annual variation of about EUR5 million-EUR10
million over the next 12-18 months. We anticipate an increase in
capital expenditure (capex) in 2025 of about EUR90 million,
reflecting not only maintenance but also one-time capex related to
IT enhancements such as the launch of a new technical platform, and
new headquarters. We expect a substantial increase in FOCF in 2026
as these one-off investments fade away. In addition, we forecast
overall cash interest payments will remain at about EUR150
million-EUR160 million over the forecast period, considering the
fact that the group is relatively protected against interest-rate
fluctuations given its hedging policy with variable-rate caps. We
still view Biogroup's liquidity as adequate, with sources covering
uses by more than 1.2x. This stems from the group's sizable cash
position. The group also has a fully undrawn revolving credit
facility (RCF) of EUR271 million and has limited near-term
refinancing risk, with no large debt maturities until the RCF is
due in 2027 and the senior secured notes in 2028.
"We note that the 2024-2026 triennial agreement brings visibility
to medical biology laboratories in France. The initial agreement,
signed in June 2023, established a total annual spending package of
about EUR3.9 billion, which we expect will increase by 0.4% per
year over the agreement period. The tariff equation relies on the
latter but also on an expected volume increase. Because volumes
increased faster than expected in 2024, underpinned by natural
market trends as well as volumes from the ambulatory segment,
Caisse Nationale d'Assurance Maladie (CNAM) implemented two tariff
cuts, one in January and a second effective in September. We view
these tariff cuts as the result of the mathematical equation set by
the triennial agreement, which will mostly affect laboratories'
margins as higher volumes compensate for lower tariffs. As of June
30, 2025, about 70% of Biogroup's activities were exposed to
France. The triennial agreement is therefore key from an earnings
visibility perspective. We view the upcoming freeze in tariffs in
2025 and 2026 regardless of volume growth as positive, since it
brings revenue visibility for the industry. A portion of Biogroup's
operational activities is in Belgium, where a 15% tariff cut was
implemented for the year 2024, which also affected the group's s
routine margins in this market. However, we think that Biogroup's
business plan, started in 2024, will bolster the top line and
streamline costs, and will enable the group to compensate for the
tariff cuts in France and Belgium.
"We forecast Biogroup's credit metrics will significantly improve
in 2025, and EBITDA will substantially increase in 2026. In our
view, Biogroup will benefit from the freeze in French tariffs until
the end of 2026. We view market dynamics in the testing sector as
boosted by favorable demographics and a shift toward a more
preventive care mindset from policymakers, implying further
preventive testing and thus, volumes, for laboratories. However, we
see potential risks arising from further unexpected regulatory
changes that could weigh on laboratories' operations. Even though
we view Biogroup's business and cost strategy as positive, there
may be some delays from the ramp up of new technical platforms or
in centralizing purchasing and support functions. This could hinder
profitability improvement, even though the transformation plan has
so far been seamlessly executed. We also note that the group
displays a significant amount of put options that can be exercised
by the biologists and create a significant cash outflow. We have
also included some acquisitions in our base case for 2026 and 2027,
because we think that Biogroup could resume external growth,
possibly enhancing its international footprint. Therefore, in 2026,
we forecast a substantial growth in EBITDA, with higher volumes,
stable tariffs, and full impact of the transformation plan. The
deleveraging should continue but at a slower pace than in 2025
because of the external growth.
"The stable outlook reflects our view that CAB's S&P Global
Ratings-adjusted financial leverage on the cash interest paying
debt and put options will decline to 7.0x in 2025, primarily
through the improvement of its EBITDA margins as management
implements cost-cutting initiatives to restore efficiencies and
realize synergies. We forecast that the deleveraging trajectory
will continue in 2026 but at a slower pace.
"We forecast that the group's FOCF after leases will remain solid
in 2025 and improve further in 2026. We also expect FFO cash
interest coverage to comfortably exceed 2.0x.
"We also anticipate that profitability will improve in the coming
two years with a stable tariff environment, the full effect of the
cost-cutting measures, and increasing volumes.
"We could lower the rating if CAB's performance deviates from our
current expectations for 2025 and 2026, leading to adjusted
leverage on the cash interest paying debt and put options not
sustainably improving to below 7.0x. Also, a decrease of the FFO
cash interest coverage to below 2.0x could jeopardize current
ratings.
"This could arise if its operating performance deteriorates well
below our base-case forecast, but we do not expect this risk to
materialize until 2027 when a new tariff scheme comes up. This
could also occur if the group resumes its acquisition policy in an
aggressive manner.
"We consider a positive rating action unlikely over the next 12
months because we forecast that CAB's credit metrics will likely
remain commensurate with a highly leveraged financial risk profile.
However, we could raise the rating if CAB's profitability and FOCF
are materially above our base case; if it uses internally generated
cash to reduce adjusted debt to EBITDA sustainably below 5.0x and
commits to maintain this level; and if it maintains a conservative
financial policy."
ELIOR GROUP: Fitch Rates Senior Unsecured Notes 'B+'
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Fitch Ratings has assigned Elior Group S.A.'s notes a senior
unsecured rating of 'B+', with a Recovery Rating of 'RR4'. The debt
rating is in line with Elior's Issuer Default Rating (IDR) of 'B+',
which has a Positive Outlook.
Elior planned to use the note proceeds and cash to redeem the
EUR550 million notes due 2026. Lenders representing only EUR391
million accepted the tender offer, leaving EUR159 million
outstanding. Fitch now expects leverage to reach 7.3x by end-2025,
above the previous 6.5x forecast. However, repaying the outstanding
notes in 2026 will return Elior to its planned deleveraging
trajectory.
Elior's Positive Outlook reflects Fitch's expectation of an
improvement in credit metrics by financial year ending September
2026 (FY26) as strengthening profitability increases free cash flow
(FCF) and reduces Fitch-adjusted EBITDA leverage towards 5.5x. This
may support an upgrade in the next 12-18 months, assuming Elior
maintains a solid business profile and a stable relationship with
its parent, Derichebourg S.A. (BB+/Stable).
Key Rating Drivers
Refinancing Addresses Upcoming Maturities: Elior's new bonds have
comfortably extended its maturity profile, with no major debt
repayment before 2029. A new EUR430 million revolving credit
facility (RCF) also enhances the company's liquidity and extends
its maturity profile. The current main maturities are the EUR159
million outstanding notes due in 2026. Until they are repaid, use
of the RCF is limited and Elior can only draw EUR271 million.
Robust Business Model: Elior's robust business model, reflecting
its strong position in the French catering market, large contract
base and diverse customer pool with low churn rates support its 'b'
Standalone Credit Profile (SCP). The addition of Derichebourg Multi
Services (DMS) has increased business diversification from its sole
catering business, with the multi-services segment representing 27%
of revenue in FY24. It also provides scope for growth through
cross-selling.
Stronger Parent: Fitch applies a bottom-up assessment in accordance
with its Parent and Subsidiary Linkage Criteria, reflecting the
stronger parent versus weaker subsidiary. Fitch assesses
Derichebourg's legal and operational incentives to support Elior as
'Low' and the strategic incentive as 'Medium'. This reflects the
material asset value Elior represents for Derichebourg, leading to
an uplift from Elior's 'b' SCP by one notch to its 'B+' IDR.
Recovering Profitability: The Fitch-adjusted EBITDA margin reached
3.5% in FY24 and Fitch forecasts it to rise above 4% after FY25.
This is a large increase from FY20-FY23 and will be key in driving
Elior's FCF and leverage to levels commensurate with a 'b+' SCP, as
underlined in its Positive Outlook. This follows the exit of
non-profitable contracts over the last 18 months, and the full
impact from integrating the more profitable DMS. Elior has also
been working on optimising its catering cost structure to adapt to
changing customer needs.
Rapid Deleveraging Expected: Fitch expects rapid deleveraging due
to recovery, profitability improvements, and the proposed
transaction. The unredeemed EUR159 million notes raise
Fitch-defined leverage to 7.3x, but Fitch expects repayment of the
notes in 2026 to bring leverage in line with its previous
expectations of 5.6x in FY26, from a high 7.5x at FYE24. Fitch
considers execution risk manageable, as most of the profitability
improvement measures relate to contract renegotiation, while its
group cost structure has been updated. Fitch expects continuing
good retention rates with main customers. Deleveraging by 0.5x a
year until FY28 may support an upgrade in the next 12-18 months.
Stabilising FCF: Fitch expects Elior to return to moderate FCF
generation from FY26, which, starting from around EUR35 million, or
0.5% of revenues, should then strengthen from FY27. This will be
driven by improving profitability and contained capex under the
company's asset-light business model. The improved FCF profile
comes after years of negative FCF during the pandemic and high
inflation. Stabilising FCF will be a key factor for an upgrade.
Conversely, persistently neutral to negative FCF could weigh on the
ratings.
Limited Geographical Diversification: Elior's revenues are
concentrated in Europe, at 78% of FY24 net sales. It has
historically focussed on the French market, with around half of its
sales generated in the country. This concentration exposes Elior to
downturns affecting the region. This is mitigated by its diverse
end-markets.
Strong Market Share, Revenue Visibility: Elior benefits from a
strong market share in its key French catering market, at 22%.
Fitch also views positively its exposure to different end-markets,
such as private businesses, healthcare providers and education
companies, which provides some revenue and earnings stability
across economic cycles. Elior also has high retention rates (92.7%
at FYE24, excluding voluntary contract exits) across its
diversified customer base on multi-year contracts and with its top
10 customers, which accounted for 13% of FY24 total revenue.
Financial Policy Focuses on Deleveraging: Fitch factors into its
rating analysis Elior's focus on deleveraging and on limiting
dividend payments until net leverage (as calculated by company)
falls below 3.0x, which corresponds to Fitch-defined leverage of
below 5.0x. Fitch expects Derichebourg S.A. to be supportive of
this strategy, given the nature of its investments in Elior.
Evidence of a more aggressive financial policy that undermines the
deleveraging of the business will put the ratings under pressure.
Peer Analysis
Elior's closest peer by business profile is Sodexo SA
(BBB+/Stable). The large rating difference is warranted by Elior's
lower geographical diversification, much smaller scale and weaker
credit metrics overall. Elior is mostly present in Europe (around
78% of its revenue), while Sodexo has a balanced presence across
Europe (35% of FY24 revenue), North America (46%) and rest of the
world (18%). Fitch expects Elior's leverage to remain above 5.5x
over FY25-FY26, and forecast Sodexo's at 2.5x.
Fitch also compares Elior with other business services providers
such as Circet Europe SAS (B+/Stable) and Assemblin Caverion Group
AB (B/Positive). Elior's 'b' SCP reflects a more balanced
end-market and geographical mix, but also lower profitability and
FCF and higher forecast leverage. However, the Positive Outlook on
Elior reflects its deleveraging prospects.
Elior's 'B+' IDR benefits from a one-notch uplift, due to the
stronger parent, in accordance with Fitch's Parent-Subsidiary
Linkage Criteria.
Key Assumptions
Fitch's Key Assumptions within its Rating Case for the Issuer:
- Revenue growth of mid-single digits to FY28
- EBITDA margin to gradually rise to 4.3% by FY28
- Capex at 2% of revenue over the forecast period
- Working-capital outflows of 0.1%-0.3% to FY28
- No dividend payments over the forecast period
- M&A spend of about EUR10 million a year to FY28
Recovery Analysis
In conducting its bespoke recovery analysis, Fitch estimates that
Elior's asset-light business model, in the event of default, would
generate more value from a going-concern (GC) restructuring than a
liquidation of the business.
Fitch has assumed a 10% administrative claim in the recovery
analysis.
Its analysis assumes post-restructuring GC EBITDA of around EUR180
million. Fitch has applied a 5x distressed multiple, reflecting
Elior's scale, customer and geographical diversification.
Fitch assumes Elior's securitisation programme at around EUR400
million, ranking senior to its unsecured notes and RCF, would need
to be replaced by alternative funding in the event of financial
distress. The new EUR500 million unsecured notes, the EUR159
million notes that remain outstanding, and the EUR430 million RCF
rank pari passu among themselves, and Fitch assumes a fully drawn
RCF in its recovery analysis.
However, RCF usage is limited to EUR271 million until the
reimbursement of the outstanding EUR159 million notes. Once the
outstanding notes are repaid, the full EUR430 million RCF will be
available. The outstanding EUR159 million notes and their expected
repayment therefore do not change the Recovery Rating.
The waterfall analysis based on current metrics and assumptions
generates a ranked recovery corresponding to the 'RR4' band, which
indicates a 'B+' instrument rating, in line with Elior's IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Loss of contracts leading to a deterioration of Elior's
competitive position in its main markets
- EBITDA margins remaining below 3.5%
- Gross debt/EBITDA above 6.5x on a sustained basis
- EBITDA interest cover below 2.0x
- Cash flow from operations (CFO) less capex/debt below 1%
- Neutral-to-negative FCF
A multi-notch downgrade of Derichebourg, or a weakening of
strategic ties between Elior and Derichebourg would lead Fitch to
assess Elior on a standalone basis.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Continued recovery in revenue growth and demonstration of
cross-selling capabilities across segments
- Improving profitability leading to EBITDA margins above 4% on a
sustained basis
- Gross debt/EBITDA below 5.5x on a sustained basis
- EBITDA interest cover above 3.0x
- CFO less capex/debt above 3%
- FCF margins consistently above 1%
Liquidity and Debt Structure
Elior reported a cash position of EUR180 million as of March 2025,
and EUR126 million available under its new EUR430 million RCF. In
addition, it has access to a securitisation programme, which
provides additional liquidity through receivables financing.
Elior currently has EUR159 million outstanding due in July 2026.
This is covered by a restriction on the RCF availability for the
same amount, which will be released after repayment of the notes.
The company repaid in full its EUR100million term loan in December
2024 and successfully extended its maturities to 2029 for the new
RCF and 2030 for the new notes.
Issuer Profile
Elior is an international contract catering and diversified
services provider. Its services include cleaning, facility
management, electrical and climate engineering, maintenance,
hosting and reception services, remote surveillance, energy
efficiency, public lighting, green spaces, temporary employment
agencies, subcontracting in the engineering and aerospace
industries.
Date of Relevant Committee
14 October 2024
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
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Elior Group S.A.
senior unsecured LT B+ New Rating RR4 B+(EXP)
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I R E L A N D
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ARES EUROPEAN XXII: Fitch Assigns 'B-sf' Final Rating to Cl. F Debt
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Fitch Ratings has assigned Ares European CLO XXII DAC debt final
ratings.
Fitch is also withdrawing the ratings on the class B-1 and B-2
notes as they are no longer expected to convert to final ratings.
Entity/Debt Rating Prior
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Ares European
CLO XXII DAC
A XS3031609905 LT AAAsf New Rating AAA(EXP)sf
B XS3031614228 LT AAsf New Rating
B-1 LT WDsf Withdrawn AA(EXP)sf
B-2 LT WDsf Withdrawn AA(EXP)sf
C XS3031616512 LT Asf New Rating A(EXP)sf
D XS3031616868 LT BBB-sf New Rating BBB-(EXP)sf
E XS3031617163 LT BB-sf New Rating BB-(EXP)sf
F XS3031645883 LT B-sf New Rating B-(EXP)sf
Subordinated Notes
XS3031764387 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Ares European CLO XXII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to fund a portfolio with a target par of
EUR400 million. The portfolio is actively managed by Ares
Management Limited. The collateralised loan obligation (CLO) has a
reinvestment period of about 4.5 years and a seven-year weighted
average life (WAL) test at closing. The transaction can extend the
WAL by one year on or after the step-up date, which is one year
after closing, subject to conditions.
Fitch is withdrawing the ratings on the class B-1 and B-2 notes, as
they are no longer expected to convert to final ratings.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.5.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 61.5%.
Diversified Asset Portfolio (Positive): The transaction includes
two matrices that are effective at closing, with fixed-rate limits
of 5% and 10%. The transaction includes various concentration
limits, including a fixed-rate obligation limit of 10%, a top 10
obligor concentration limit of 16%, and a maximum exposure to the
three-largest Fitch-defined industries of 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.
WAL Step-Up Feature (Neutral): The deal can extend the WAL by one
year on the step-up date, which is one year after closing. The WAL
extension is subject to the collateral quality tests being passed
and the collateral principal amount (defaults at Fitch-calculated
collateral value) being at least equal to the reinvestment target
par balance.
Portfolio Management (Neutral): The transaction has a reinvestment
period of about 4.5 years and is governed by reinvestment criteria
that are similar to those of other European transactions. Fitch's
analysis is based on a stressed-case portfolio, with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis was reduced by 12 months. This is
to account for the strict reinvestment conditions envisaged after
the reinvestment period. These include passing the coverage tests
and the Fitch 'CCC' maximum limit after reinvestment and a WAL
covenant that progressively steps down over time after the end of
the reinvestment period. In Fitch's opinion, these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of no more than one notch each
for the class B to E notes and below 'B-sf' for the class F notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
The class B to F notes each have a two-notch rating cushion due to
the better metrics and shorter life of the identified portfolio
than the Fitch-stressed portfolio.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A to E notes, and to below 'B-sf' for the
class F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches each for the notes, except for the
'AAAsf' rated debt.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than- expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for its rating
analysis according to its applicable rating methodologies indicates
that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Ares European CLO
XXII DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
AVOCA CLO XVII: S&P Assigns Prelim B- (sf) Rating to F-R-R Notes
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S&P Global Ratings assigned its preliminary ratings to Avoca CLO
XVII DAC's class X-R, A-R-R, B-1-R-R, B-2-R-R, C-R-R, D-R-R, E-R-R,
and F-R-R notes. There are unrated subordinated notes from the
original transaction. At closing, the issuer will also issue
EUR22.20 million of subordinated notes.
This transaction is a reset of the already existing transaction
that closed originally in 2019 and refinanced in 2022.
The issuance proceeds of the refinancing notes will be 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 current
notes will be withdrawn.
The preliminary ratings assigned to Avoca CLO XVII's notes reflect
our assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P weighted-average rating factor 2,811.52
Default rate dispersion 480.80
Weighted-average life (years) 3.95
Weighted-average life (years)extended
to match reinvestment period 4.50
Obligor diversity measure 170.18
Industry diversity measure 22.89
Regional diversity measure 1.22
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.13
'AAA' weighted-average recovery (%) 36.95
Weighted-average spread (%) 3.69
Covenanted weighted-average coupon (% 4.81
Rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.
S&P said, "At closing, we expect the portfolio to be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and bonds. Therefore,
we have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.
"In our cash flow analysis, we modeled a target par of EUR400
million. Additionally, we modeled the covenanted weighted-average
spread (3.55%), the covenanted weighted-average coupon (4.81%), and
the target weighted-average recovery rates calculated in line with
our CLO criteria for all classes of notes. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Until the end of the reinvestment period on Feb. 19, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned preliminary ratings.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our counterparty criteria.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"The CLO will be managed by KKR Credit Advisors (Ireland) Unlimited
Co., and the maximum potential rating on the liabilities is 'AAA'
under our operational risk criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the preliminary ratings
are commensurate with the available credit enhancement for the
class A-R-R to E-R-R notes. Our credit and cash flow analysis
indicates that the available credit enhancement for the class
B-1-R-R to D-R-R notes could withstand stresses commensurate with
higher ratings than those assigned. However, as the CLO will be in
its reinvestment phase starting from closing--during which the
transaction's credit risk profile could deteriorate--we have capped
our preliminary ratings on the notes.
"For the class F-R-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a preliminary 'B- (sf)'
rating on this class of notes."
The ratings uplift for the class F-R notes reflects several key
factors, including:
-- The class F-R-R notes' available credit enhancement, which is
in the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.
-- The preliminary portfolio's average credit quality, which is
similar to other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.23% (for a portfolio with a weighted-average
life of 4.50 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.50 years, which would result
in a target default rate of 13.95%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R-R notes is commensurate with
the assigned preliminary 'B- (sf)' rating.
"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for all the
rated classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-R-R to E-R-R notes based
on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R-R notes."
Environmental, social, and governance
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."
Avoca CLO XVII DAC is a European cash flow CLO securitization of a
revolving pool, comprising mainly euro-denominated leveraged loans
and bonds. The transaction is a broadly syndicated CLO that will be
managed by KKR Credit Advisors (Ireland) Unlimited Co.
Ratings list
Prelim.
Prelim. Balance Indicative Credit
Class rating* (mil. EUR) interest rate§ enhancement
(%)
X-R AAA (sf) 3.50 Three/six-month EURIBOR N/A
plus 1.10%
A-R-R AAA (sf) 305.00 Three/six-month EURIBOR 39.00
plus 1.32%
B-1-R-R AA (sf) 40.00 Three/six-month EURIBOR 28.00
plus 2.15%
B-2-R-R AA (sf) 15.00 5.10% Fixed 28.00
C-R-R A (sf) 33.75 Three/six-month EURIBOR 21.25
plus 2.50%
D-R-R BBB- (sf) 35.00 Three/six-month EURIBOR 14.25
plus 3.50%
E-R-R BB- (sf) 23.75 Three/six-month EURIBOR 9.50
plus 6.10%
F-R-R B- (sf) 15.00 Three/six-month EURIBOR 6.50
plus 8.80%
Sub notes NR 54.95 N/A N/A
*The preliminary ratings assigned to the class X-R, A-R-R, B-1-R-R,
and B-2-R-R notes address timely interest and ultimate principal
payments. The preliminary ratings assigned to the class C-R-R,
D-R-R, E-R-R, and F-R-R notes address ultimate interest and
principal payments.
§ Solely for modeling purposes as the actual spreads may vary at
pricing. The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
CVC CORDATUS XXIX: Fitch Puts 'B-sf' Final Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XXIX DAC reset
notes final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
CVC Cordatus Loan
Fund XXIX DAC
A-R XS3054600872 LT AAAsf New Rating AAA(EXP)sf
B-R XS3054601094 LT AAsf New Rating AA(EXP)sf
C-R XS3054601250 LT Asf New Rating A(EXP)sf
D-R XS3054601417 LT BBB-sf New Rating BBB-(EXP)sf
E-R XS3054601920 LT BB-sf New Rating BB-(EXP)sf
F-R XS3054602142 LT B-sf New Rating B-(EXP)sf
Transaction Summary
CVC Cordatus Loan Fund XXIX DAC is a securitisation of mainly
senior secured obligations (at least 96%) with a component of
senior unsecured, mezzanine, second lien loans and high-yield
bonds. Note proceeds were used to redeem the existing notes, except
the subordinated notes, and to fund the existing portfolio with a
target par of EUR425 million.
The portfolio is actively managed by CVC Credit Partners Investment
Management Limited. The CLO has a 4.5-year reinvestment period and
a 7.5-year weighted average life (WAL) test at closing, which can
be extended one year after closing, subject to conditions.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch-weighted
average rating factor of the identified portfolio is 24.9.
High Recovery Expectations (Positive): At least 96% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for the
second lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 58.5%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a fixed-rate
obligation limit at 12.5%, a top 10 obligor concentration limit at
20% and a maximum exposure to the three-largest Fitch-defined
industries at 40%. These covenants ensure the asset portfolio will
not be exposed to excessive concentration.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
test by 12 months, after one year from closing. The WAL extension
is at the option of the manager, but subject to conditions,
including passing the Fitch collateral quality tests and the
aggregate collateral balance with defaulted assets at their
collateral value being equal to or greater than the reinvestment
target par.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed case portfolio with the aim of testing the robustness of
the deal structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage tests and the Fitch 'CCC' bucket
limitation test after reinvestment and a WAL covenant that
gradually steps down, before and after the end of the reinvestment
period. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-R and B-R notes and
would lead to downgrades of one notch each for the class C-R, D-R,
and E-R notes. It would also lead to a downgrade to below 'B-sf'
for the class F-R notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-R to the class F-R notes
each display a rating cushion of two notches.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches for the class A-R, B-R, C-R and E-R notes, of one notch for
the class D-R notes and to below 'B-sf' for the class F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches for the notes, except the 'AAAsf'
notes, which are at the highest level on Fitch's scale and cannot
be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority -registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for CVC Cordatus Loan
Fund XXIX DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
HARVEST CLO XXXVI: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XXXVI DAC final ratings, as
detailed below. It has also assigned Stable Outlooks across the
rated notes, which were not included in the expected ratings.
Entity/Debt Rating Prior
----------- ------ -----
Harvest CLO XXXVI DAC
A XS3076313348 LT AAAsf New Rating AAA(EXP)sf
B XS3076313850 LT AAsf New Rating AA(EXP)sf
C XS3076314312 LT Asf New Rating A(EXP)sf
D XS3076314585 LT BBB-sf New Rating BBB-(EXP)sf
E XS3076314742 LT BB-sf New Rating BB-(EXP)sf
F XS3076315046 LT B-sf New Rating B-(EXP)sf
Subordinated Notes
XS3076315392 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Harvest CLO XXXVI DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien last-out loans and
high-yield bonds. Note proceeds have been used to fund a portfolio
with a target par of EUR500 million. The portfolio is managed by
Investcorp Credit Management EU Limited. The collateralised loan
obligation (CLO) has a 4.5-year reinvestment period and a 7.5-year
weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.
High Recovery Expectations (Positive): At least 96% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 60.6%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a top 10 obligor
concentration limit of 20% and a maximum exposure to the three
largest Fitch-defined industries in the portfolio of 40%. These
covenants ensure the asset portfolio will not be exposed to
excessive concentration.
Portfolio Management (Neutral): The deal has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.
WAL Step-Up Feature (Neutral): The transaction could extend the WAL
test by one year from 12 months after closing if the aggregate
collateral balance (with defaulted obligations carried at the lower
of Fitch and S&P collateral value) is at least at the reinvestment
target par amount and if the transaction is passing all the
relevant tests.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant. This is to account for structural and
reinvestment conditions after the reinvestment period, including
passing the overcollateralisation test and the Fitch 'CCC'
limitation test after reinvestment. These conditions will reduce
the effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of one notch each for the class
B, C, D and E notes, to below 'B-sf' for the class F notes and have
no impact on the class A notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
The class B and C notes each have a cushion of one notch and the
class D, E and F notes each have a cushion of two notches, due to
the better metrics and shorter life of the identified portfolio
than the Fitch-stressed portfolio. The class A notes have no rating
cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches each for the class A to D notes, and to below 'B-sf' for
the class E and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches each for the notes, except for the
'AAAsf' rated notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for its rating
analysis according to its applicable rating methodologies indicates
that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Harvest CLO XXXVI
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
===================
K A Z A K H S T A N
===================
FORTEBANK JSC: Moody's Affirms 'Ba2' Deposit Ratings, Outlook Pos.
------------------------------------------------------------------
Moody's Ratings has affirmed the following ratings of ForteBank JSC
(ForteBank): long-term local and foreign currency deposit ratings
of Ba2, long-term Counterparty Risk Assessment (CR Assessment) of
Ba1(cr), long-term local and foreign currency Counterparty Risk
Ratings (CRR) of Ba1, foreign currency senior unsecured rating of
Ba3, short-term foreign currency deposit rating and short-term
local and foreign currency CRRs of Not Prime, and short-term CR
Assessment of Not Prime(cr) as well as Baseline Credit Assessment
(BCA) and Adjusted BCA at ba3. The outlooks on the bank's long-term
deposit and senior unsecured ratings remain positive.
RATINGS RATIONALE
The affirmation of ForteBank's long-term deposit ratings at Ba2 and
BCA at ba3 reflects its strong capitalisation, ample liquidity, and
strong profitability and Moody's expectations that the bank will
control risks related to the acquisition and integration of JSC
"Home Credit Bank" (not rated). These strengths are balanced
against the risks associated with the rapid growth of its loan
portfolio and potential unexpected risks from acquisition of JSC
"Home Credit Bank".
JSC "Home Credit Bank" is a medium sized bank primarily engaged in
retail lending, with a significant focus on unsecured loans. The
bank holds a 1.8% share of the total banking assets in Kazakhstan,
compared to 7.4% for ForteBank at end-May 2025. In June 2025,
ForteBank announced its intention to acquire 100% of JSC "Home
Credit Bank" (Kazakhstan). The acquisition, to be paid using
ForteBank's liquid assets, is expected to be finalised by the end
of 2025.
ForteBank successfully reduced its problem loans to 5% of gross
loans by the end of Q1 2025, down from 6.6% at the end of 2023. The
planned acquisition of JSC "Home Credit Bank", which has a riskier
portfolio, along with the rapid growth of ForteBank's loan
portfolio (estimated to exceed 50% in H1 2025), is expected to lead
to some asset quality deterioration. However, Moody's do not
anticipate that problem loans will exceed 7% of gross loans in the
next 12-18 months.
The bank's strong capitalisation is evidenced by a Tangible Common
Equity to Risk Weighted Assets ratio of 18.6% at the end of Q1
2025. This, combined with good coverage of problem loans by
reserves, results in reasonable resilience to unexpected losses. By
the end of Q1 2025, problem loans were covered by reserves by
almost 90%. However, goodwill arising from the acquisition of JSC
"Home Credit Bank" and the growth of risk-weighted assets, both
organic and via acquisition, will lead to a deterioration in
capital adequacy. The Tangible Common Equity to Risk Weighted
Assets ratio is estimated to decrease to 14-15% of risk-weighted
assets at end-2025, compared to 18.6% at end-Q1 2025. Nevertheless,
Moody's expects this to be temporary and anticipate recovery within
the next 12-18 months, given strong profit generation and lower
capital distribution.
ForteBank's profitability currently benefits from strong margins
and effective control over costs and credit risks, with a return on
average assets of 4.4% in 2024. This is expected to temporarily
decline due to the more expensive funding of JSC "Home Credit
Bank", resulting in lower profitability for the combined bank.
However, the increased utilization of ForteBank's cheaper funding
to finance loan portfolio of JSC "Home Credit Bank" and the
elimination of duplicated administrative costs will likely enhance
the profitability of the combined bank to levels higher than those
of ForteBank by the end of 2026.
ForteBank's Ba2 long-term deposit ratings are based on its ba3 BCA
and incorporate a one-notch rating uplift, given Moody's
assessments of a moderate probability of support from the
Government of Kazakhstan. At end-May 2025, the bank's assets
comprised 7.4% of total banking system assets and retail deposits
accounted for 4.4% of retail customer deposits.
RATIONALE FOR THE POSITIVE OUTLOOK
The positive outlook on ForteBank's long-term deposit ratings
reflects Moody's assessments that the bank will be able to manage
credit risks following the rapid growth of its loan portfolio and
avoid high unexpected losses if the integration with JSC "Home
Credit Bank" does not proceed smoothly. The outlook also reflects
Moody's expectations that capitalisation will improve after a
temporary deterioration in 2025. The outlook also reflects the
possibility that if integration is conducted smoothly, the combined
bank will enjoy better diversification, stronger performance and
market positions.
The positive outlook on the long-term deposit ratings also reflects
Moody's expectations that the bank's systemic importance will
increase due to the consolidation with JSC "Home Credit Bank" and
ForteBank's organic growth. Consequently, the bank may benefit from
a higher probability of government support.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The bank's ability to manage integration risks and the risks
associated with its growing loan portfolio will likely exert upward
pressure on its rating. Higher market shares, indicating greater
importance to the banking system, will result in an increased
willingness of the government to provide support to the bank,
leading to higher deposit ratings.
However, the outlook on the bank's long-term deposit ratings could
be revised to stable if asset risks are not appropriately
controlled and/or if the risks from the integration with JSC "Home
Credit Bank" materialise, potentially delaying the recovery of key
credit metrics (e.g., capital, profitability).
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
ForteBank's "Assigned BCA" score of ba3 is set three notches below
the "Financial Profile" initial score of baa3 to reflect the rapid
loan book growth and risks associated with integration of JSC "Home
Credit Bank".
=====================
N E T H E R L A N D S
=====================
AMMEGA GROUP: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg.
---------------------------------------------------------------
Fitch Ratings has revised Ammega Group B.V.'s Outlook to Negative
from Stable, while affirming its Long-Term Issuer Default Rating
(IDR) at 'B-'. Fitch has also affirmed the senior secured ratings
at 'B-'. The Recovery Rating on the company's term loans B is
'RR4'.
The Negative Outlook reflects the industrial belt manufacturer's
negative free cash flow (FCF) generation over the past 12 months
and unexpected higher leverage, due to end-market weakness, which
is likely to lead to its key rating sensitivities being breached
again in 2025. Failure to sustainably improve leverage and FCF
beyond 2025 is likely to result in a downgrade.
The 'B-' IDR reflects Ammega's highly leveraged capital structure
and weak historical cash generation, but also its solid business
profile with a reasonable market position and satisfactory
liquidity.
Key Rating Drivers
Persistently High Leverage: Ammega's broadly flat Fitch-calculated
EBITDA in 2024 resulted in higher leverage, contrary to its
previous expectations. Fitch anticipates its Fitch-calculated
EBITDA gross leverage at 8.1x for end-2025, versus 8.9x at
end-2024, and above its downgrade sensitivity of 7.5x. Fitch
expects the company to improve gross leverage to under 8x at
end-2026 due to higher earnings. Failure to achieve clear
deleveraging will lead to a downgrade.
Negative FCF Expected: Ammega is likely to record slightly negative
Fitch-calculated FCF in 2025, driven largely by restructuring
actions and one-off costs, but also still weak underlying earnings.
An expected recovery in demand in core markets and much lower
one-off restructuring charges should allow the FCF margin to turn
marginally positive in 2026 and improve to the low single digits in
the following two years. Fitch will monitor capex discipline and
working-capital management closely, as these are key to FCF
improvements.
Operating Margins to Rise Gradually: Fitch forecasts Ammega's
Fitch-calculated EBITDA margin in 2025 at 17%, up from 15.6% in
2024, before gradually rising to over 18% by 2028. This will be
driven by cost-saving actions, efficiency improvement measures and
procurement savings, which should be complemented by the expected
end-market recovery from 2H25.
Established Market Position: Fitch expects annual revenue growth in
the single digits over the next four years, underpinned by demand
from non-cyclical customers and supplemented by services and
replacement revenue. Fitch expects revenue to rise by around 2% in
2025 and 5% in 2026 and 2027 (LTM 1Q25: 0.2%), driven by an only
gradually improving economic environment, especially in EMEA, which
has been causing Ammega's customers' investment decisions to be
delayed. Demand from some industrial end-markets remains weak but
should recover from 2H25.
Structural Long-Term Growth in Demand: Fitch expects growth to be
driven by increasing application and installation of belt products
to support the rise of automation of industrial processes, and
greater precision and efficiency requirements from direct
end-users, original equipment manufacturers and distributors.
Earnings resilience is supported by the replacement cycle for belts
of up to two years, although this can vary depending on the
industry of user and type of belt, and by belt upgrading, which
generates about 70% of Ammega's revenue.
Peer Analysis
Ammega's direct competitors are larger and more diversified
manufacturers, such as Forbo, Rexnord Corporation and Gates, but
their belting business is smaller than or equal to the former's
production capacity. Ammega is exposed to more stable and growing
end-markets and generates EBITDA and FCF margins in line with these
peers', but it has substantially higher leverage.
Ammega's profitability is higher than that of TK Elevator Holdco
GmbH (B/Stable), while FCF margins are similar in the low single
digits. High EBITDA gross leverage in 2024 constrains the ratings
of both companies. INNIO Group Holding GmbH (B+/Positive) has
higher profitability than Ammega and lower leverage, which explains
the rating difference.
Key Assumptions
- Revenue to rise by around 2% in 2025, followed by mid
single-digit growth in the next three years
- Fitch-adjusted EBITDA margin increasing to 17% in 2025, from
15.6% in 2024, and gradually to over 18% by 2028, reflecting
cost-saving initiatives
- Capex at around 3.5% of revenue in 2025, rising to around 4% by
2028
- Minimal working-capital outflows in 2025-2028 as working capital
stabilizes
- No dividend payments to 2028
Recovery Analysis
Fitch's recovery analysis reflects a going-concern (GC) approach,
due to a higher value in maintaining Ammega as a business after
distress than from liquidation.
Fitch estimates the GC value available for creditor claims at about
EUR688 million, assuming GC EBITDA of EUR125 million. GC EBITDA
incorporates a loss of a major customer, deterioration in demand
and a reduced order intake. The assumption also reflects corrective
measures taken in reorganisation to offset the adverse conditions
that trigger the default.
Fitch used an enterprise value (EV) multiple of 5.5x, in line with
the average for industrial and manufacturing peers in the 'B'
rating category. This is justified by its high recurring revenue
share of 70% and the critical nature of Ammega's products in all
production processes.
Fitch deducted about EUR80 million from the EV, due to Ammega's use
of non-recourse factoring facilities in 2024, adjusted for a
discount, in line with Fitch's criteria.
After a 10% deduction for administrative claim, its debt waterfall
analysis generated a ranked recovery in the 'RR4' band, indicating
a 'B-' instrument rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch-adjusted gross debt/EBITDA above 7.5x
- Fitch-adjusted EBITDA/interest paid below 2x
- FCF margin consistently neutral to negative
- Acquisition activity weakening Ammega's risk profile
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch-adjusted gross debt/EBITDA below 5.5x
- Fitch-adjusted EBITDA/interest paid above 2.5x
- FCF margin consistently above 3%
Liquidity and Debt Structure
At end-1Q25, Ammega had a Fitch-adjusted cash balance of around
EUR30 million and around EUR151 million undrawn under its EUR182
million revolving credit facility. Ammega does not have any major
maturities due until 2028. Fitch forecasts an FCF margin of -0.5%
in 2025, before it rises to over 1% a year from 2027. Ammega's debt
comprises a senior secured covenant-lite EUR966 million term loan
B2 and EUR250 million add-on term loan B3, both with maturity in
December 2028. The revolving credit facility matures in June 2028.
Issuer Profile
Ammega is the product of the merger between Ammeraal Beltech and
Megadyne, which have leading positions within lightweight conveyor
belts and industrial power transmission belts.
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
----------- ------ -------- -----
Ammega Group B.V. LT IDR B- Affirmed B-
senior secured LT B- Affirmed RR4 B-
MEDIAN B.V: Fitch Affirms 'B-' LT IDR, Alters Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings has revised Median B.V.'s Outlook to Positive from
Stable, while affirming its Long-Term Issuer Default Rating (IDR)
at 'B-'. Fitch also affirmed Median's term loan B (TLB) senior
secured rating at 'B', with a Recovery Rating of 'RR3'.
The Positive Outlook reflects Fitch's expectations that Median will
continue improving its operating margins in the next 12-18 months,
driven by higher reimbursement rates and steadily improving
occupancy rates in Germany. This margin expansion will support free
cash flow (FCF) turning increasingly positive and lead to
deleveraging below 6.5x in 2027, which is its positive sensitivity
for the rating.
Median's 'B-' IDR reflects the company's aggressive financial
policy with a highly leveraged capital structure and weak coverage
metrics, which are balanced by its leading positions in the
non-cyclical private mental care and rehabilitation care markets of
Germany, the UK and Spain.
Key Rating Drivers
Improving Profitability Drives Deleveraging: Median has continued
to improve its operating performance on increased reimbursement
rates across Germany, the UK and Spain, alongside increasing
occupancy rates in Germany. Fitch anticipates payor rates to
continue rising in low-to-mid single digit percentages. This,
coupled with a gradual occupancy rate improvement and increased
operational efficiencies, should lead to steady margin expansion.
Fitch anticipates that this will more than offset increases in
labour costs, a major expense accounting for above 60% of revenues,
resulting in EBITDA margins increasing to 8.6% in 2025 and to 9% by
end-2028, from 7.8% in 2024. As a result, Fitch projects
deleveraging to around 6.5x from end-2025, as reflected in the
Positive Outlook.
Execution Risks Reducing: Fitch continues to see high, but
gradually reducing, execution risks after the completed integration
of Median's three assets in Germany, the UK and Spain, although
challenges around cost management remain. In addition, the company
remains exposed to execution risks in its buy-and-build strategy
and sale-and-leaseback transactions. This is partly mitigated by
declining base rates, which lowers the cost of debt, while leases
will continue to be substantial in Fitch-estimated lease adjusted
debt, affecting the pace of deleveraging and constrain financial
flexibility. EBITDAR fixed-charge coverage is limited, at
1.4x-1.5x.
FCF Becoming Sustainably Positive: Improving operating margin,
alongside active working capital management and capex normalising
at 4%-4.5% of revenue from 2026, after peaking at 5% in 2025,
should contribute to modestly positive FCF generation from 2026.
FCF turning positive will improve financial flexibility, which,
together with organic deleveraging, could support an upgrade over
the next 18 months.
Opportunistic M&A: Fitch expects Median will continue to expand its
footprint across its geographies through opportunistic
acquisitions. Management will likely sell and lease back the real
estate of clinics acquired. Fitch projects annual bolt-on
acquisitions of EUR100 million in 2026-2028, funded mainly by
Fitch-estimated incremental debt and internal cash. Larger
acquisitions are an event risk, subject to business risk and
integration complexity, acquisition economics and funding mix.
Median's record of lowering acquisition multiples by undertaking
sale and leasebacks supports deleveraging but the deleveraging
potential remains limited.
Pan-European Operator, Diversified Service Offering: Median
benefits from geographic diversification across three of Europe's
larger economies with a high share of healthcare spending, unlike
most Fitch-rated EMEA healthcare-service providers. Its entry in
Spain through its Hestia acquisition, despite its modest
operational contribution, has broadened the platform to meet
increasing demand for rehabilitation and mental care in Europe with
a favourable regulatory environment. Leading national market
positions, although in narrowly defined areas, with a reasonably
diverse range of services, also contribute to greater operating
resilience.
Constructive Regulatory Frameworks: Median benefits from stable and
well-funded state-backed healthcare systems in Germany, Spain and
the UK, with constructive pricing policies allowing private
operators to pass on most inflationary cost increases. The German
state promotes rehabilitation care over disability pension to
reduce the longer-term burden on the social care system by
reintegrating patients into work and social life after acute
medical treatment. Fitch expects the changing regulation in Germany
to have a neutral to modestly positive effect on the company's
performance. Fitch expects the regulation in the UK and Spain to be
supportive over the medium term.
Peer Analysis
Median's global peers tend to concentrate in the 'B'/'BB'
categories. The ratings are driven by respective regulatory
frameworks influencing the quality of funding and government
healthcare policies, and companies' operating profiles, including
scale, service and geographic diversification, and payor and
medical treatment mix. Many sector providers pursue debt-funded M&A
strategies, given the importance of scale and limited room for
maximising organic return.
European peers have similar operating characteristics of stable
patient demand with regulated frameworks, but a limited ability to
enforce price rises above inflation. They also focus on improving
operating efficiencies while maintaining well-invested clinic
networks to safeguard competitive sustainability. Nevertheless,
ratings tend to be constrained by weak credit metrics expressed in
highly leveraged balance sheets due to continuing national and
cross-border market consolidation, with EBITDAR gross leverage at
6.0x-7.0x and tight EBITDAR fixed-charge coverage metrics of
1.5x-2.0x.
Median's credit risk profile is weaker than that of peers, like
Mehilainen Yhtyma Oy (B/Stable) and Almaviva Developpement
(B/Stable), given its lower profitability and slightly weaker
credit metrics.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Organic revenue to rise in the low-to-mid single digits in
2025-2028. For 2025, Fitch expects growth to be driven by higher
reimbursement rates across Germany and the UK, alongside an
improved occupancy rate in the former and a better product mix in
the latter
- Annual acquisitions at EUR50 million in 2025 and EUR100 million
for 2026-2028, funded by a committed revolving credit facility
(RCF) and incremental debt issuance. This will boost revenue rises
in the mid-single digits in 2025-2028
- EBITDAR margin improving to 18.8% in 2025, from 18.2% in 2024,
before remaining little changed until 2028
- Rent expense slightly above 10% of sales during 2025-2026,
leading to an increase in EBITDA margin to 8.7% in 2025, before
increasing to 9.3% by 2028
- Capex at 5% of revenue in 2025, driven by investments to achieve
internal efficiencies, before falling to 4%-4.5% in 2026-2028
- Sale-and-leaseback proceeds of about EUR24 million in 2025
- Refinancing of the existing capital structure comfortably ahead
of maturity
- No dividends paid to 2028
Recovery Analysis
Fitch assumes that Median would be reorganised as a going concern
(GC) in bankruptcy rather than liquidated in the recovery analysis,
given its strong market position across selected services lines in
Germany and the UK and a high share of rented estate.
Fitch estimates Median's GC EBITDA at about EUR120 million,
reflecting adverse regulatory changes leading to declining
occupancy rates, an unfavourable shift in payor or medical
indication mix, or rising costs that could be the result of staff
shortages in a personnel-intensive business.
Fitch continues to apply a 6.0x enterprise value/EBITDA multiple to
the GC EBITDA to calculate a post-reorganisation enterprise value.
This multiple considers the social-infrastructure asset nature of
the healthcare business, supported by long-term demand and high
barriers to entry; geographic diversification and constructive
regulatory frameworks; and trading and acquisition multiples of
listed sector peers averaging 10.0x-12.0x.
The multiple is 0.5x below that of Mehilainen, which has a business
that benefits from wide diversification across health and social
care, a leading market position in Finland and an expanding
footprint in Europe, a higher share of variable cost and lower
capital intensity, given its exposure to occupational health and
outpatient care. Median's GC multiple is in line with that of other
national hospital operators, such as Almaviva, and several other
privately rated EMEA sector peers.
After deducting 10% for administrative claims, its waterfall
analysis generates a ranked recovery for the senior secured TLB in
the 'RR3' category, leading to a 'B' senior secured rating. Its
analysis also includes an equally ranking RCF of EUR120 million
that Fitch assumes will be fully drawn before financial distress,
and the combined EUR900 million of TLBs denominated in euros and
sterling.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Risk to the business model resulting from adverse regulatory
changes to public and private funding in Germany, Spain and the UK,
or challenges in executing the M&A growth strategy leading to
erosion of EBITDA margin to below 6% on a sustained basis
- Negative FCF margins on a sustained basis
- Tightening liquidity headroom with increased RCF use
- EBITDAR gross leverage above 7.5x on a sustained basis
- EBITDAR fixed-charge coverage below 1.2x on a sustained basis
- Absence of a credible refinancing plan 12-18 months ahead of the
TLB maturities
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA margin trending to 9% on a sustained basis
- Positive FCF on a sustained basis
- EBITDAR gross leverage at around 6.5x or below on a sustained
basis
- EBITDAR fixed-charge coverage above 1.5x on a sustained basis
Liquidity and Debt Structure
Fitch expects Median to have satisfactory liquidity, given the lack
of large debt maturities until September 2027, its available cash
balance of EUR44 million (excluding EUR25 million that Fitch treats
as not readily available for debt service) as of May 2025, and full
availability under its EUR120 million RCF due in April 2027, which
the company uses throughout the year to cover working capital
fluctuations.
Fitch estimates Median will address its debt maturities on a timely
basis.
Issuer Profile
Median is the result of the September 2021 private equity-led
merger of Median (Germany) and Priory (UK), two leading providers
of medical rehabilitation and mental care services in their
respective countries.
Summary of Financial Adjustments
Fitch applied an 8.0x lease multiple to calculate lease-adjusted
debt, given Median's disclosure under Dutch GAAP and its view of
the long-term lease nature of its estate portfolio.
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
Median B.V. has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to {DESCRIPTION OF ISSUE/RATIONALE}, 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
----------- ------ -------- -----
Median B.V. LT IDR B- Affirmed B-
senior secured LT B Affirmed RR3 B
===========
P O L A N D
===========
DL INVEST: Fitch Puts 'BB-' Final Rating to EUR350M Sr. Unsec. Bond
-------------------------------------------------------------------
Fitch Ratings has assigned DL Invest Group PM S.A.'s (DLIG) EUR350
million senior unsecured bond issue a final rating of 'BB-', with a
Recovery Rating of 'RR4'.
The assignment of the bond's final rating follows the completion of
the issue and receipt of documents, which conform to previously
received information.
The ratings are supported by DLIG's quality logistic assets in
Poland, including offices and retail parks. However, the
portfolio's size, with a value of PLN3.4 billion at end-2024, means
there is asset and tenant concentration.
The Positive Outlook reflects Fitch's expectation that the group's
net debt/EBITDA leverage will decrease, to about 11x in 2027, from
a high of 17.1x in 2025. Fitch expects rental-derived EBITDA
interest cover of 1.5x-1.9x between 2026 and 2028. DLIG's portfolio
uses mostly secured funding. Part of the proceeds from the new,
unsecured bond will be used to repay secured debt, creating a
large, unencumbered asset pool.
Key Rating Drivers
Core Logistic Portfolio: DLIG's industrial assets total 0.75
million square metres (sq m) of gross leasable area (GLA) and were
valued at PLN2.3 billion at end-2024. The company's flagship is a
logistic park in Psary, about 20km from Katowice, which has a GLA
of 241,000 square metres (sq m) and a market value of PLN881
million. Inditex, the major tenant, has leased 169,000 sq m for
seven years; other tenants include DHL (subsidiary of Deutsche Post
AG; A-/Stable) and Stokrotka, a supermarket chain.
The second-largest asset, acquired in 2024, is a former Stellantis
N.V. (BBB/Stable) car engine factory in Bielsko-Biała, with a GLA
of 267,000 sq m and value of PLN336 million. The prime industrial
location is balanced against the secondary quality of the
buildings. DLIG has lined up tenants to fully occupy this asset.
Office and Retail Diversification: The company owns a portfolio of
small-to-mid size offices (GLA 12,000 sq m on average), with a
large retail and services component. The largest asset (GLA 27,000
sq m), a Craft office building in Katowice, is being partially
redeveloped into a hotel. Other offices, some secondary, have high
occupancy, despite market vacancy in Katowice (about 20%) and other
markets. DLIG owns 13 retail parks, valued at PLN318 million.
Asset and Tenant Concentration: The group's portfolio is
concentrated within its top 10 assets, including Psary, Dębica
(market value of PLN193 million) and Teresin (PLN296 million)
logistic parks, comprising over 70% of end-2024 portfolio value.
The tenant concentration is high, as the top 10 represent 51% of
rental income, including Inditex (20%), the top one; other tenants
include Stokrotka (8%), InPost S.A. (BB+/Stable, 6%), a parcel
delivery company, Hutchinson (5%), car parts supplier and DHL
(4%).
Silesia-Focused Portfolio: Most of DLIG's assets are in the Silesia
Voivodeship, where many socioeconomic indicators exceed Poland's
average. Katowice, its capital city, with its metropolitan area,
has a population of about 2.5 million. The region is also the
second-biggest industrial submarket in Poland, with existing stock
of almost 6 million sq m, or about 17% of stock.
Continued Portfolio Growth: DLIG spent PLN1.4 billion on capex and
acquisitions during 2022-2024. In 2025, it plans to accelerate
portfolio growth through property developments and acquisitions
over the next two years, with a PLN1.8 billion, largely
uncommitted, pipeline. It has a minimum 70% pre-let target before a
unit's construction starts.
Stable Operational Performance: The group's portfolio occupancy
remained over 95% between 2021 and 2024. The weighted-average lease
length to earliest break (WALB) of 5.5 years is a mix of longer
logistic leases (WALB: 6.7 years) and shorter office and retail
leases (below four years). Like-for-like rental growth in 2024 was
mostly due to 7.7% inflation-linked indexation under tenancy
agreements.
Emira Investment in DL Invest Group: In 4Q24-1Q25, Emira Property
Fund, a South African REIT, invested EUR100 million in DLIG's
Luxembourg parent entity (LuxCo). This investment is structured as
preferred shares and loan notes linked together. The linked
instrument is undated, but, after five years (plus one year under
LuxCo's extension option), Emira may exercise a redemption option
at EUR175 million. Luxco has an option to redeem the Emira
investment any time at the same price. The instrument requires an
annual cash return (7.2% minimum interest coupon) routed as a
dividend from DLIG.
Analytical Approach to Emira Investment: Most funds invested by
Emira have been injected into DLIG as equity to fund logistic
portfolio growth. Fitch treats this as DLIG's subordinated debt, as
DLIG-generated cash flow is needed to service Emira's linked
instrument payments, adding EUR175 million to its debt. Fitch
includes the cash-pay requirement to calculate DLIG's cash interest
payments. Emira has contractual mechanisms for its capital to be
repaid, which include instructing asset disposals from LuxCo's
property companies, causing change of control-linked debt repayment
requirements at the DLIG level. Consequently, Fitch treats this
capital as debt.
Decreasing Leverage: Fitch forecasts DLIG's net debt/EBITDA at a
high 17x in 2025, which Fitch expects to fall to 14.4x in 2026,
reflecting rents coming onstream from developments that DLIG
pre-lets. Phasing further development spend without the need for
additional equity, Fitch forecasts net leverage reduction to 11x by
2027-2028, as the group limits asset acquisitions and does not plan
to pay ordinary dividends. Fitch expects EBITDA interest cover to
improve to 1.8x in 2027, from 1.2x.
Foreign-Currency Risk: In 2024, about 75% of DLIG rent came from
euro-denominated leases. This matches the currency of the issued
bond and most of the group's debt (87% outstanding at end-2024).
The remaining rents, mainly from retail assets, were in Polish
zloty.
Governance Structure Limitations: DLIG is controlled by Dominik
Leszczynski, a co-founder and chief executive officer of the group.
The concentrated, private ownership means financial disclosure and
corporate governance are not comparable to listed companies.
Peer Analysis
DLIG's closest peer is MLP Group S.A. (BB+/Stable), with its PLN4.2
billion Poland-focused, mostly modern logistic and industrial
assets, portfolio. Both portfolios have asset and tenant
concentrations due to limited size. This distinguishes them from
higher-rated continental European logistic peers, which have
larger, less concentrated portfolios.
Other Fitch-rated peers are central eastern European property
companies, especially Akropolis Group, UAB (BB+/Stable), owning
EUR1 billion retail portfolios similar to DLIG's in size and
concentration. However, DLIG's portfolio benefits from asset-class
diversification, with logistics (67% of market value), offices
(24%) and retail (9%).
The diversification of Globe Trade Centre S.A.'s (GTC, BB/Rating
Watch Negative) EUR2.4 billion portfolio is higher, with offices
(52%), retail (29%) and German residential-for-rent (19%). The
retail-focused EUR6.9 billion portfolio of NEPI Rockcastle N.V.
(BBB+/Stable) and Globalworth Real Estate Investments Limited's
(BBB-/Stable) office-focused EUR2.5 billion portfolio are larger
and more diversified.
DLIG and MLP have comparable operating metrics with high occupancy
(DLIG's logistics: 98%; MLP: 95%) and WALB (DLIG's logistics
assets: 6.7 years, MLP: 8 years).
DLIG's financial profile, including Fitch-forecast net debt/EBITDA
improving to 11x in 2027, from 17x in 2025, is weaker than MLP's of
around 10x. Akropolis has the most conservative financial profile,
with net debt/EBITDA forecast below 4.0x until 2028 and loan to
value below 35%. Fitch expects Globalworth's net debt/EBITDA at
about 8.5x. NEPI's financial profile is stronger than
Globalworth's.
The financial profiles of the rated western European logistic peers
are not directly comparable, as their assets are mostly in
countries with lower interest rate environments than Poland.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Rents modelled on an annualised cash flow basis.
- Annual rent increase of 30%-40% in 2025-2027, driven by rental
income from completed new developments and acquisitions coming
on-stream; like-for-like growth, including the CPI indexation
effect, and rent increases on renewals, limited to around 2% a
year.
- About PLN1.5 billion of construction capex and over PLN900
million income-producing assets acquisitions until 2028.
- No ordinary dividends paid for the next four years.
- Emira's investment treated as DLIG's subordinated debt, adding
EUR175 million and about EUR7.2 million in interest expenses a
year.
- Average cost of debt in 2025-2028 of 5.5%-6.1%.
- Constant euro/zloty exchange rate at 4.3.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Net debt/EBITDA consistently above 12.5x
- EBITDA interest cover consistently below 1.1x
- Loan/value above 65%
- Twelve-month liquidity score below 1.0x
- For the senior unsecured rating: unencumbered investment property
assets/unsecured debt ratio below 1x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Expansion of the portfolio reducing asset and tenant
concentration, while maintaining portfolio quality and above 95%
occupancy rate
- Net debt/EBITDA less than 11.5x on a sustained basis
- EBITDA interest cover above 1.25x on a sustained basis
- Unencumbered investment property assets/unsecured debt ratio
trending towards 1.5x
Liquidity and Debt Structure
DLIG held PLN128 million of readily available cash at end-2024,
which, pro forma for proceeds from the issued EUR350 million bond,
would increase cash sources to PLN1.6 billion. After deducting
about PLN1 billion designated for debt prepayment, the remaining
PLN600 million is ample to cover PLN30 million of debt maturing
over the next 12 months and Fitch-estimated negative free cash flow
of over PLN370 million, including committed and uncommitted capex.
DLIG does not have committed revolving credit facilities.
DLIG's debt is mainly secured, with most of its assets pledged to
banks. However, after prepayment of about PLN800 million of secured
debt, DLIG's unencumbered asset pool will increase to about PLN1.6
billion. Relevant to the unsecured bondholders, Fitch expects the
resultant Fitch-calculated income-producing investment property
assets/unsecured debt ratio at 1x.
The bond's documentation has a debt incurrence test subject to a
secured net debt/total assets ratio of maximum 50% until end-2027
and 35% afterwards.
Date of Relevant Committee
27 June 2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
DLIG has an ESG Relevance Score of '4' for Governance Structure,
reflecting the lack of corporate governance attributes that would
mitigate key person risk from the majority beneficial owner and
CEO, Dominik Leszczynski. This 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
----------- ------ -------- -----
DL Invest Group
PM S.A.
senior unsecured LT BB- New Rating RR4 BB-(EXP)
===========
R U S S I A
===========
UZAUTO MOTORS: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed JSC UzAuto Motors' (UAM) Long-Term
Default Rating (IDR) at 'BB-' with a Stable Outlook and senior
unsecured bonds at 'BB-', with a Recovery Rating of 'RR4'.
The affirmation and Stable Outlook reflect UAM's weakening
Standalone Credit Profile (SCP), which is due to volatile free cash
flow (FCF) generation and reduced liquidity, driven by challenging
automotive market conditions in Uzbekistan. This is offset by its
assessment that support from its shareholder, the government of
Uzbekistan (BB/Stable), is 'Extremely likely' under its Government
Related Entities (GRE) Criteria.
Fitch has revised UAM's SCP to 'b-', from 'b'. The IDR is derived
from that of Uzbekistan as top-down minus one notch under the GRE
criteria.
Key Rating Drivers
Weaker SCP: UAM's profitability and operational cash generation
have been negatively affected by weaker demand and credit
conditions in Uzbekistan in the past two years. Revenues and unit
sales declined in 2024 by 8% and 4.4%, respectively, compared with
2023, and were lower than its expectations. Fitch expects a 10%
revenue decline in 2025, which will further pressure profitability
and operational cash flow generation.
The FCF margin of -3% was also materially worse than its
projections, and breached the SCP's negative sensitivity. This is
largely due to the increase in trade receivables from individuals,
which are car loans extended to retail customers to fund vehicle
purchases, supporting sales but leading to significant working
capital swings. Fitch believes the FCF volatility will continue
over the rating horizon, but is likely to normalise as UAM starts
collecting receivables due and capex falls to around 1.7% of
revenue.
Eurobond Refinancing: UAM's only Eurobond matures in May 2026 and
management is exploring refinancing options. The company has
executed major capex projects with a refreshed model line-up, but
Fitch believes that economic uncertainty, mirrored by consumer
hesitancy, will likely weigh on UAM's financial profile over the
short term, particularly operating margins and FCF generation. UAM
has long-standing relationships with domestic banks that can
provide financing if it fails to attract international funding. A
lack of progress in refinancing would be negative for liquidity,
the SCP and the rating.
Lower Liquidity Buffer: UAM's cash balance at end-2024 was USD42.8
million. There was limited availability under an Export Credit
Agency facility and syndicated term loan. Fitch considers UAM's
liquidity headroom diminished, given its forecast of only modestly
positive FCF generation in 2025 and the upcoming Eurobond maturity.
The working capital volatility could worsen liquidity.
Responsibility to Support: Fitch views 'Decision making and
oversight' as 'Very strong', as the company is 99.7% owned by the
state, although it may consider floating up to 5% of its capital
stock. The state exercises tight control, approving sizable
investments and funding. UAM sets car prices in coordination with
the government, ensuring that pricing aligns with the state's
policies and expectations, especially on budget vehicles.
'Strong' Precedents of Support: Fitch assesses 'Precedents of
support' as 'Strong' as the state has provided meaningful support
through tax preferential status, shareholder loans and import
tariffs on other producers (although recently significantly
reduced). Following its good underlying performance, UAM started to
distribute dividends in 2021 as it no longer needed support from
its parent.
Incentive to Support: Fitch assesses 'Preservation of government
policy role' as 'Strong' as UAM is the sole domestic auto
manufacturer and directly and indirectly employs more than 30,000
people. Trade flows and auto financing activities from vehicles
sales are significant to the banking system. Fitch views 'Contagion
risk' as 'Strong' as UAM is the Uzbekistan's first Eurobond
corporate issuer. Fitch believes it will likely refinance the
Eurobond due in 2026 with a similar transaction. The company is
also financed by leading domestic banks. Fitch, therefore, believes
that UAM's potential default could affect the ability of Uzbekistan
and other GREs to borrow on international markets.
Top-down Approach: The support factors, combined with UAM's SCP,
lead to a top-down minus one approach. The Outlook reflects that on
the sovereign.
SCP Constrained: UAM's SCP indicates a weaker business profile than
other Fitch-rated carmakers, reflecting its limited scale, narrow
product range (and absence of a strong brand) and sales
concentration in Uzbekistan. Its operating activity is fully
dependent on an existing long-term license agreement with General
Motors Company (GM, BBB/Positive), which provides access to the
latter's technological knowledge.
Dominant Position: UAM's market share remained above 80% in 5M25,
down from 90% a few years ago. Market share dynamics are driven by
the ongoing liberalisation of Uzbekistan's economy, which has led
to eased tariffs on imported cars and the entry of foreign players,
like Build Your Dreams. Fitch expects UAM to retain a dominant
market position, despite the evolving competitive landscape. New
entrants are focused on vehicle types above the C segment and
hybrid technologies with much higher price tags and the
introduction of a 'disposal fee' since May 2025 has made electric
vehicle ownership more expensive. UAM's line-up offers good
affordability.
Peer Analysis
Fitch views UAM as similar to GRE peers, such as JSC Almalyk Mining
and Metallurgical Complex (BB/Stable) and JSC Uzbekneftegaz
(BB/Stable).
UAM's business profile is significantly weaker than that of global
automotive manufacturers including General Motors Company
(BBB/Positive) or Ford Motor Company (BBB-/Stable). The company is
not fully comparable with Fitch-rated peers as it does not own the
brand of the models it manufactures and the associated
technological knowledge. UAM is also much smaller than peers
despite its dominant position in its domestic market. Product and
geographical diversification is also significantly lower than that
of global automotive manufacturers.
UAM's EBITDA and EBIT margins, and partially its leverage, are
commensurate with Fitch's expectations for investment-grade
category auto manufacturers, but its cash flow generation has been
erratic. The historical FCF margin volatility stems from large
annual working-capital swings and growth capex.
Key Assumptions
- Expected 7% decline of UAM's car sales to 365,000 in 2025 and
lower domestic car prices (average of USD10,000); consequently,
2025 revenue is projected to decline to around USD3.8 billion and
recover gradually thereafter
- EBITDA margin of about 8% in 2025 before gradually trending
toward 10% by 2028 on higher volumes sold
- Negative working-capital changes, of an average 1.4% of sales in
2025-2028, no further expansion of direct financing activities to
individual car buyers
- Average capex at 1.7% of sales from 2025 to 2028
- Dividend payout ratio of 25% (in 2025 and 2026) and 30% (2027 and
2028)
- No M&A for the next four years
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade of Uzbekistan's sovereign rating
- Evidence of weaker ties between Uzbekistan and UAM (for example,
a change in UAM's protected status in the market; a decline of
government oversight of UAM; and weakening of financial and other
support)
- EBITDA leverage above 2.8x or negative FCF, both sustained, could
be negative for the SCP but not necessarily the IDR
- Failure to progress with Eurobond refinancing
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Uzbekistan's sovereign rating, assuming ties with
the government remain strong and the SCP is unchanged,
- EBITDA leverage below 1.3x accompanied by positive FCF margin,
both sustained, could be positive for the SCP and the IDR
Liquidity and Debt Structure
Fitch expects UAM to have about USD97 million readily available
cash and cash equivalents at end-2025, which it deems sufficient to
sustain intra-year working-capital swings. The company has access
to a USD48 million short-term trade finance line with Credit Suisse
(of which USD38.2 million was drawn at end-June 2025), a syndicated
loan facility of USD100 million (USD80 million drawn at end-June
2025), a new USD50 million Ipoteka bank facility (USD32 million
drawn at end-June 2025) and another new facility from Kapital bank
(around USD77 million, fully drawn at end-June 2025).
The Eurobond is the main borrowing facility in UAM's capital
structure, with maturity in May 2026, which became current (less
than 12 months till maturity). The company also guarantees UzAuto
Motors Powertrain's amortising loan with the Export Credit Agency
to fund its capex programme. UAM plans to refinance the Eurobond
and Fitch expects continuous support from the local and
international banks. However, Fitch also deems refinancing risk
high and a lack of progress during 2025 would be negative for the
ratings.
Issuer Profile
UAM is the dominant car producer in Uzbekistan, 99.7% indirectly
owned by JSC Uzavtosanoat, the state-owned company that controls
the automotive industry. UAM produces and sells vehicles and spare
parts under the Chevrolet brand, mainly in Uzbekistan and
Kazakhstan.
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
JSC UzAuto Motors has an ESG Relevance Score of '4' for Financial
Transparency due to limited record of audited financial statements
and below average quality of financial disclosure (e.g.
restatements), 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
----------- ------ -------- -----
JSC UzAuto Motors LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
===========
T U R K E Y
===========
RONESANS HOLDING: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Ronesans Holding A.S.'s Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) at 'B+'.
The Outlook is Stable. At the same time, Fitch has affirmed
Ronesan's senior unsecured debt rating at 'B+' with a Recovery
Rating of 'RR4'.
The affirmation reflects better-than-expected EBITDA margins from
Ronesans' diversified business, with a large portion of its
construction business based in hard currencies outside Turkiye.
Fitch expects a modest rise in EBITDA leverage over the next two
years to fund the company's still large equity commitment in
long-term concession and industrial projects, which is offset by a
recovery in free cash flows (FCF) from 2026.
The Stable Outlook reflects its expectation of a slightly stronger
order backlog in 2025 after weakening in 2024, benefiting from
sound regional diversification and strong margins compared with
other rated engineering and construction companies.
Key Rating Drivers
Large Investments Increase Business Risk: Ronesans' substantial
equity investments in large infrastructure and public-private
partnership projects over the next three years are proceeding as
planned. High operational and delivery risk, alongside its
organisational complexity, are offset by considerable construction
income during the build phase, with favourable margins. Fitch
expects the company to make about EUR700 million of cumulative
equity investments by 2027 when they are expected to commence
operations, of which EUR350 million remains to be paid.
Ronesans' business risk will increase until the projects are
completed and operational due to the delivery risk associated with
their construction. Any extraordinary support from the company for
the projects - in the event of delays, cost overruns or operational
underperformance - could lead to a full consolidation of the equity
investments on its balance sheet and financial statement, which
would have a negative rating effect. Fitch expects consolidated
negative FCF for 2025, followed by a reversal as dividends from the
projects are received.
FX/Inflation Risks Mitigated: Ronesans' business profile is
supported by the diversification of revenues into euros and US
dollars through its ownership of Ballast Nedam and other
non-Turkish construction contracts. In 2025, hard currency revenues
(US dollars or euros) fell to about 45% of the total, reflecting
expected higher activity in Turkiye. A further 38% of revenues are
in hard currencies linked to inflation and FX escalators,
mitigating the risks of operating in Turkiye, which has been
affected by historical hyper-inflation and a depreciating lira.
Fitch expects Turkiye-based projects to represent about 60%-70% of
revenues, which will moderately increase business risk. However,
nearly all of Ronesans' new lira-denominated construction contracts
are linked to hard currencies or inflation. The cost and revenue
risks resulting from hyperinflation are also mitigated by higher
EBITDA margins on construction activity in Turkiye than in Europe.
Stronger Margins Reflect Higher Risks: Fitch forecasts consolidated
EBITDA margins at 11.5% for 2025 and 12% for 2026 but expect
Ronesans' Ballast Nedam - its EU-based engineering and construction
business - to have lower margins and a steady order backlog,
reflecting its smaller, lower-risk projects, including those for
local authorities. Ballast Nedam generates consistent hard
currency-based revenues and EBITDA, which represented nearly 40% of
construction revenues and EBITDA.
Substantial Hard-Currency Liquidity: Ronesans' substantial US
dollar and euro cash balances and cash pooling for core
construction operations substantially offset liquidity and funding
risks. A substantial working capital inflow in 2024 saw cash and
investments rise to just under TRY50 billion-equivalent (EUR1,343
million), from TRY24.3 billion (EUR640 million) at end-1H24. Some
EUR964 million was held in hard currencies in offshore non-Turkish
banks. Similar to E&C peers, Fitch views part of its cash balance
(1.5% of revenues) as restricted for working capital swings. Fitch
expects Ronesans to maintain cash balances at 1x EBITDA.
Investment Commitments Pressure Leverage: Ronesans' EBITDA gross
leverage at end- 2024 rose to 3.1x, better than Fitch's
expectations, but still above the 3.0x negative rating sensitivity.
This also reflects its investments in non-recourse concessions and
issue of a USD350 million five-year bond in 2024. Fitch expects
leverage to remain in the 3.0x-3.5x range for 2025 and 2026 before
falling steadily below 3x in 2027. The improvement will be driven
by construction cash flows from the concession build phase,
followed by increased dividend inflows from 2027.
Interest Coverage Improves: EBITDA interest coverage for 2024 was
2.9x, substantially better than Fitch's forecast of 2.0x, and above
the negative rating sensitivity of 2.5x. Fitch expects interest
coverage to remain between 2.5x and 3x over the next two years, as
debt and EBITDA increase, while the cost of debt remains stable.
Peer Analysis
Ronesans is similar in size to Webuild S.p.A. (BB+/Stable), and in
revenue to Kier Group PLC (BB+/Stable). Fitch expects the former to
maintain similar gross leverage to WeBuild, at over 3x at end-2025.
However, Ronesans is constrained by its exposure to Turkiye and
additional risks relating to its concession developments.
Ronesans has a lower exposure to large customers than WeBuild. A
majority of Ronesans' contract counterparties in Turkiye are linked
to, or are departments of, the Turkish government, similar to Kier
that largely contracts with the UK government under framework
agreements. Kier and Ronesans are largely protected from cost
inflation under their contracts as part of a comprehensive
risk-sharing arrangement.
Ronesans has a smaller committed backlog than WeBuild and Kier but
this is offset by the smaller contract size in its European
operations and numerous small infrastructure projects with the
Dutch government. The former has a slightly weaker business profile
than Webuild, as its superior diversification is offset by its
exposure to the weaker Turkish operating environment, but they
share a similar financial profile. Ronesans has large asset
ownership compared with WeBuild and Keir, through its 70% stake in
Ronesans Gayrimenkul Yatirim A.S. (BB-/Stable).
Key Assumptions
Fitch's rating case contains the following assumptions:
Euro at 46.23 Turkish lira at end-2025 and 51.61 at 2025, in line
with Fitch's Global Economic Outlook
Cumulative equity contribution to new concessions and joint
ventures of EUR700 million by 2027 of which EUR350m was already
paid
Consolidated EBITDA margin of 11.5% 2025, rising to 12% in 2026 and
2027, reflecting the order backlog
Dividend distribution to shareholders of EUR50 million a year from
2026
Capex at 3.5% of revenues
Most contracts indexed to inflation in Turkiye at specified euro
and dollar exchange rates or paid in hard currencies
Net working capital needs average around 1.5% of revenues
Recovery Analysis
- The recovery analysis assumes that Ronesans would be deemed a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated.
- Its GC value available for creditor claims is estimated at about
TRY31.3 billion, assuming GC EBITDA of TRY8.7 billion.
- GC EBITDA assumed a failure by Ronesans to generate positive FCF
due to poor performance of construction contracts. The assumption
also reflects corrective measures taken in reorganisation to offset
the adverse conditions that trigger its default.
- A 10% administrative claim is assumed.
- An enterprise value multiple of 4.0x is applied to GC EBITDA to
calculate a post-reorganisation enterprise value. The multiple is
based on the company's core engineering and construction operations
and is aligned with its peers'.
- Fitch estimates the amount of senior debt claims at TRY53.2
billion, not including debt at the Ronesans Gayrimenkul Yatirim
A.S. level that is ring-fenced from Ronesans.
- These assumptions suggest a recovery rate for the senior
unsecured instrument within the 'RR3' range, but limitation on
Recovery Ratings in Turkiye constrains this to 'RR4', corresponding
to the company's Long-Term Foreign-Currency IDR of 'B+'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA gross leverage above 3x
- EBITDA interest coverage below 2.5x
- Increasing proportion of EBITDA generated in Turkish lira versus
euro
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA gross leverage below 2.5x
- EBITDA interest coverage greater than 3x
- Maintenance of neutral to positive FCF
- EBITDA contribution from non-Turkish hard currency operations at
a minimum 50% of total profitability
Liquidity and Debt Structure
At end-2024, Ronesans had strong liquidity in the form of large
cash balances and term deposits of nearly TRY50 billion (EUR1,343.5
million), providing at least 2x coverage of upcoming maturities and
offsetting equity investments committed for new concession and
industrial projects. Fitch expects overall funding needs in 2025 to
be modest, at about TRY9 billion (EUR245 million).
Fitch expects FCF to turn positive in 2026, and with no further
funding for existing projects required beyond 2027, at which point
Fitch expects the concessions to become cash-generative. Ronesans
does not have a committed liquidity facility but has relationships
with a broad range of local banks, project financing for its
concession businesses in addition to its USD350 million bond
maturing in 2029.
Issuer Profile
Ronesans is a Turkiye-domiciled E&C company focusing on the Middle
East and Europe, with minority and majority interests in a range of
energy, transport and healthcare concessions.
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
Ronesans has an ESG Relevance Score of '4' for Group Structure due
to the complexity of its subsidiary holdings and funding structure,
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
----------- ------ -------- -----
Ronesans Holding A.S. LT IDR B+ Affirmed B+
LC LT IDR B+ Affirmed B+
senior unsecured LT B+ Affirmed RR4 B+
===========================
U N I T E D K I N G D O M
===========================
STONEGATE PUB: Moody's Cuts CFR to Caa1, Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings has downgraded the long-term corporate family
rating of Stonegate Pub Company Limited (Stonegate or the company)
to Caa1 from B3 and the probability of default rating to Caa1-PD
from B3-PD. Concurrently, Moody's have downgraded the backed senior
secured ratings under Stonegate Pub Company Financing 2019 plc to
Caa1 from B3. The outlook on both entities has been changed to
stable from negative.
RATINGS RATIONALE
The rating action reflects Moody's expectations that Stonegate's
operating performance will be weaker than previously anticipated.
Company-adjusted EBITDA (pre-IFRS16 and excluding Platinum) stood
at GBP302 million for the last 12 months (LTM) ending April 2025,
resulting in a Moody's-adjusted Debt/EBITDA of 8.2x for the period,
which exceeds Moody's prior expectations. This is primarily due to
a decline in like-for-like volumes and ongoing cost pressures,
particularly within the company's managed segment.
Moody's anticipates that EBITDA will continue to decline in the
second half of fiscal 2025 (year ending September 2025) due to
labour cost increases driven by the rise in national insurance
contributions and the national living wage starting April 2025,
alongside weak consumer confidence, which limits the ability to
pass on these cost increases. Consequently, Moody's expects
Stonegate's Moody's-adjusted Debt/EBITDA to increase above 8.5x
over the next 12-18 months, with EBIT/Interest Expense remaining
below 1x.
Moody's expects that these cost pressures will be partially offset
by ongoing cost-saving initiatives, including labour and
procurement efficiencies, as well as EBITDA uplifts from
transitioning pubs from managed to Leased & Tenanted (L&T) and
operator-led formats. However, these initiatives will require time
to fully materialise and positively impact credit metrics.
Furthermore, Moody's expects Stonegate's free cash flow generation
to remain negative over the next 12-18 months, driven by high
interest costs and elevated capital expenditure levels as the
company continues its programme of pub conversions to mitigate
exposure to cost increases. Nevertheless, Moody's anticipates that
free cash flow will gradually improve over the next three years as
a result of lower capital expenditure requirements associated with
the L&T and operator-led formats compared to the managed format, as
well as the implementation of the company's efficiency measures.
Stonegate's Caa1 CFR continues to be supported by the company's
strong business profile, characterised by substantial scale and
extensive geographic presence across the UK; the significant value
of its pub estate with a high proportion of freehold assets; a
solid track record of achieving high returns on pub conversions and
refurbishments; and adequate liquidity.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Governance considerations are relevant to Stonegate's credit
quality. The company, ultimately owned and controlled by the
private equity firm TDR Capital LLP, has a concentrated ownership
and high leverage.
LIQUIDITY
Stonegate's liquidity remains adequate, supported by GBP61 million
in cash (excluding cash at the Platinum level) and access to a
GBP248 million revolving credit facility, of which GBP150 million
is currently undrawn, alongside a GBP25 million overdraft facility.
These liquidity sources, combined with cash generation, are
expected to sufficiently cover Stonegate's basic cash obligations
and support a capital expenditure programme of approximately GBP125
million annually over the next two years. Stonegate also benefits
from flexibility in capital investment and the absence of debt
maturities until 2029.
In addition, Stonegate has an established track record of disposing
of individual pubs at favourable multiples. Moody's anticipates
that Stonegate's strategic focus on additional disposals, coupled
with potential sale and leaseback transactions, will further
enhance the company's liquidity.
STRUCTURAL CONSIDERATIONS
The backed senior secured notes are secured by a collateral package
that includes share pledges, guarantees and debentures from
Stonegate's material subsidiaries, excluding companies within the
Unique Pubs, whose assets and cash flows are used to secure and
service its ring-fenced bankruptcy-remote securitisation
facilities, and Platinum sub-groupings.
In Moody's loss given default analysis, Moody's have used a 50%
recovery rate assumption, which is standard for capital structures
that include a mix of bonds and loans. As such, the Caa1-PD PDR
aligns with the CFR.
The backed senior secured notes are rated Caa1, in line with the
CFR, because the subordination cushion provided by ranking ahead of
the second lien facility is offset by the priority claims of the
super senior revolving credit facility in the event of a default.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects Stonegate's adequate liquidity and the
absence of refinancing needs until 2029, providing the company with
the opportunity to improve its operating performance through
pricing and efficiency initiatives, as well as pub conversions,
before its debt comes due.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings could result from: a sustained
improvement in operating performance, with growth in like-for-like
sales and EBITDA, resulting in improved credit metrics including an
increase in Moody's-adjusted EBIT/Interest Expense above 1x on a
sustained basis; and the maintenance of an adequate liquidity
profile, with asset disposals offsetting negative free cash flow
generation.
Downward pressure on the ratings could result from: a continued
decline in EBITDA; a further deterioration in EBIT/Interest
Expense; a significant weakening in liquidity; or an increasing
risk of a distressed exchange.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Restaurants
published in August 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
Stonegate is the leading pub and hospitality business in the UK.
Following the acquisition of Ei Group Plc in March 2020, which was
the largest L&T operator, the company became the largest privately
held managed pub and L&T operator in the nation. For the LTM to
April 2025, excluding Platinum, Stonegate reported GBP1,567 million
in revenue and GBP382 million in company-adjusted EBITDA.
The company is under the control of the private equity firm TDR
Capital LLP.
[] UK: Retail and Leisure Sectors Still Under Pressure
------------------------------------------------------
Responding to the latest Company Insolvency statistics covering
June 2025 published on July 18 by the Insolvency Service, Benjamin
Wiles, Head of UK Restructuring Kroll, said:
"There's no doubt that 2025 has been a tough year for businesses so
far, particularly those in the retail and leisure industry. Yet,
the overall decline in company administrations compared to this
period last year shows a level of resilience that shouldn't be
overlooked. We saw a lot of restructuring activity at the end of
last year with many companies looking to get ahead of cost
pressures and there is still a lot of capital available to borrow.
"The question we are asking is whether businesses are fundamentally
stronger or are they simply treading water. The second half of the
year will be critical in determining whether this resilience can be
sustained or if further pressures will tip more companies into
distress."
2025 appointments by industry
Industry June 2025 H1 2025 H1 2024 % change
compared to
H1 2024
Manufacturing 14 74 97 -23.71%
Construction 11 71 71 -16.47%
Retail 11 70 59 +18.64%
Real Estate 7 63 69 - 8.7%
Media & Tech 10 52 71 −26.76%
Leisure & Hospitality 2 47 42 +11.9%
Energy & Industrials 3 32 33 −3%
Financial Services 7 30 18 +66.67%
Professional Practices 5 26 17 +52.94%
Automotive 3 24 16 +50%
Administrations are a formal insolvency process designed to rescue
business and maximise returns for creditors. Administrations are
typically utilised for larger companies where a restructure is
needed to save parts or all the business and tend to be a better
barometer on the health of the economy, whereas company
liquidations represent small and microbusinesses, with very few
assets and debts.
About Kroll
Kroll is an independent provider of global financial and risk
advisory solutions. Kroll's team of more than 6,500 professionals
worldwide continues the firm's nearly 100-year history of trusted
expertise spanning risk, governance, transactions and valuation.
*********
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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.
This material is copyrighted and any commercial use, resale or
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