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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Thursday, July 31, 2025, Vol. 26, No. 152
Headlines
B E L G I U M
MANUCHAR GROUP: Fitch Assigns 'B' Long-Term IDR, Outlook Stable
I R E L A N D
AB CARVAL I-C: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
AB CARVAL I-C: S&P Assigns B- (sf) Rating to Class F-R Notes
AURIUM CLO XIV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
BARINGS 2023-2: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
PALMER SQUARE 2023-2: Fitch Affirms 'BB+sf' Rating on Cl. E-R Notes
TRINITAS EURO I: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
TRINITAS EURO I: S&P Assigns B- (sf) Rating to Class F-R Notes
I T A L Y
NEXTURE S.P.A.: Fitch Assigns 'B+' Long-Term IDR, Outlook Stable
K A Z A K H S T A N
LLP MFO ROBOCASH: Fitch Assigns 'B-' Long-Term IDR, Outlook Stable
L U X E M B O U R G
IREL BIDCO: Fitch Puts 'B+' Long-Term IDR on Watch Negative
ROSSINI SARL: Fitch Affirms 'B' Long-Term IDR, Outlook Stable
N E T H E R L A N D S
SIGMA HOLDCO: Fitch Puts 'CCC+' Final Rating to EUR400MM Sub. Notes
VINCENT MIDCO: Moody's Puts 'B2' CFR on Review for Upgrade
R U S S I A
REGIONAL ELECTRICAL: Fitch Affirms 'BB' LT IDR, Outlook Stable
UZAUTO MOTORS: S&P Affirms Then Withdraws 'B+/B' Ratings
S E R B I A
SERBIA: Fitch Affirms 'BB+' Foreign-Currency IDR, Outlook Positive
T U R K E Y
TURKIYE: Fitch Affirms 'BB-' Foreign-Currency IDR, Outlook Stable
U N I T E D K I N G D O M
ADVANCED COMPOSITES: Forvis Mazars Named as Joint Administrators
ARGENTEX CAPITAL: Begbies Traynor Named as Administrators
EM MIDCO 2: S&P Alters Outlook to Negative, Affirms 'B' Ratings
GRAND VILLAGE: JT Maxwell Named as Administrator
VILLAGE SUPER: JT Maxwell Named as Administrator
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B E L G I U M
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MANUCHAR GROUP: Fitch Assigns 'B' Long-Term IDR, Outlook Stable
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Fitch Ratings has assigned Manuchar Group B.V. a final 'B'
Long-Term Issuer Default Rating (IDR) with a Stable Outlook. Fitch
has also assigned Manuchar's EUR425 million seven-year senior
secured floating rate notes a final senior secured rating of 'B'.
The Recovery Rating is 'RR4'.
The notes will be guaranteed by subsidiaries representing around
65% of consolidated EBITDA and secured by share pledges in
guarantor subsidiaries. The notes are subordinated to transactional
lines and other debt at operating companies, secured by inventories
or receivables of the cost and freight division.
The IDR reflects Manuchar's high leverage, small scale and exposure
to emerging countries, which are balanced by an asset-light model,
leading positions in its markets and resilient profit margins. The
Stable Outlook reflects its expectation that EBITDA gross leverage
will fall below 5.5x - the rating's negative sensitivity - from
2026 on EBITDA growth and positive free cash flow (FCF)
generation.
Key Rating Drivers
Emerging Market Exposure: Manuchar's core region is Latin America,
with Brazil representing 29% of its 2024 EBITDA. It also has a
meaningful presence in the Middle East and Africa; the company
serves over 40 countries globally. It provides value to chemical
suppliers by handling complex distribution, supporting customer
retention, and maintaining close proximity to end-users through its
extensive warehouse infrastructure. In the medium term, emerging
markets should benefit from higher growth than mature markets. At
the same time, emerging markets entail demand sensitivity to
inflation and longer collection of payments from some customers.
High Leverage: Fitch expects Manuchar's EBITDA gross leverage to be
5.6x at end-2025, an improvement on 2024's level, following a
recovery of volumes and the consolidation of Proquiel Quimicos,
despite higher debt. Fitch expects Manuchar to capture some organic
growth in its main markets, with associated gradual EBITDA growth
supporting deleveraging to below 5x by 2028.
Asset-light Business: Manuchar operates an asset-light model, with
maintenance capex estimated at 0.3% of sales. Its non-current
assets mostly comprise 123 distribution warehouses, offices and a
few port operations. The shipment of goods is outsourced, with
around 90% of maritime shipping volumes processed as break-bulk
shipping to reduce costs compared with container shipping. This
supports its margin stability and structurally positive FCF
generation.
Heavy Working Capital: Manuchar, as a distributor, holds material
inventories and handles large volumes. In addition, part of its
business is sourcing and arranging maritime shipping of goods to
destinations, which requires financing to cover the transit time.
Manuchar uses different types of transactional lines secured by
credit-insured or high-quality receivables, factoring facilities
and letters of credit. Fitch expects these lines to be rolled over
in the normal course of business, despite their short-term nature,
as the exposure is backed up by assets, receivables and/or
insurance.
FX Exposure Mitigated: The US dollar is Manuchar's functional
currency. About 64% of its operating income is realised in US
dollars or euros hedged into dollars, and about 75% of inventory
and receivables are either denominated in US dollars or priced in
local currency but pegged to the dollar. The remaining 25% is
hedged through options or the use of local-currency lines. Manuchar
is raising debt in euros, but Fitch expects the company to
economically convert most of the funding into US dollars through
swaps or hedges to match the currency exposure of the debt to its
earnings stream.
M&A Risks: Manuchar's core strategy is to grow organically,
accompanied by opportunistic acquisitions, despite several M&A over
the past three years. Fitch has not assumed acquisitions in its
rating case and rating headroom would be limited until 2027 for
re-leveraging, unless Manuchar outperforms its forecasts. As usual
in distribution M&A, earn-outs or put options related to past
acquisitions may affect cash flows; Fitch expects such flows to be
only material if the company outperforms its rating case.
Peer Analysis
Manuchar's closest Fitch-rated peer is Windsor Holdings III, LLC
(Univar) (B+/Stable). Univar and Manuchar are both chemical
distributors with asset-light business models and resilient market
stability. Fitch sees both companies' business profile and offering
as similar, although Univar, as the world's second-largest chemical
distributor, has greater scale and broader diversification than
Manuchar. Univar's larger size, operational reach, and more
extensive geographic presence give it a stronger ability to manage
logistical complexities and counterparty risks than Manuchar.
EVOCA S.p.A. (B/Stable) is a manufacturer and distributor
specialising in professional coffee and vending machines, with a
strong presence in Europe. EVOCA's scale is comparable to
Manuchar's, and both companies benefit from a well-diversified
customer base. EVOCA has higher EBITDA margins than Manuchar and a
similar leverage profile, with EBITDA leverage typically at
5.5x-6.0x.
Flender International GmbH (B/Stable) is a leading global supplier
of gear units, couplings, and generators, mainly serving the wind
power industry (about 57% of revenue in FY24). Unlike Manuchar's
more diversified customer base, Flender's business is concentrated
on major wind original equipment manufacturers due to the nature of
the industry. Flender's financial structure is marginally weaker
than Manuchar's, with expectations for EBITDA leverage within
5.5x-6.5x.
Key Assumptions
- Revenues to grow 15% in 2025, driven by organic growth and
consolidation of Proquiel Quimica, followed by 3%-4% organic growth
to 2028
- EBITDA margin of 7.8% in 2025 and 8% in 2026-2027 due to
operating leverage as business grows
- Capex at 1.7% of revenue in 2025, reducing to 1.1%-1.3% in
2026-2028
- Working capital at 26%-28% of revenues across 2025-2028
- No dividends to 2028
- No acquisitions to 2028
Recovery Analysis
The recovery analysis assumes that Manuchar would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated.
Its GC EBITDA estimate reflects Fitch's view of a sustainable
EBITDA level after reorganisation, on which Fitch based its
enterprise valuation. Fitch used a GC EBITDA of USD85 million,
reflecting a fall in volumes in Manuchar's key geographies due to
weak economic activity and high inflation.
Fitch applied a multiple of 5.0x to GC EBITDA to estimate
Manuchar's enterprise valuation, based on its global presence in
emerging markets, long expertise in chemical distribution in
challenging geographies and vast warehouse network.
Fitch assumed that Manuchar's use of factoring would be substituted
by super senior debt in the event of financial distress, which is
deducted from the value available to calculate recoveries. Fitch
also assumed that transactional lines would rank super senior as
they are collateralised by receivables or inventories.
Fitch assumed Manuchar's super senior revolving credit facility
(RCF) to be fully drawn and to rank senior in recoveries to the
senior secured notes.
After deducting 10% for administrative claims, its analysis
resulted in a waterfall-generated recovery computation for the
senior secured instruments in the 'RR4' band, indicating a final
'B' instrument rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA gross leverage above 5.5x on a sustained basis
- EBITDA interest coverage consistently below 2x
- EBITDA margin consistently below 7%
- Volatile or negative FCF margin on a sustained basis
- Aggressive M&A leading to recurring leverage, exhausting rating
headroom
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA gross leverage below 4.5x on a sustained basis
- Improvement in geographical and end markets diversification,
leading to increased earnings stability
Liquidity and Debt Structure
Manuchar has extended its maturity profile through the issuance of
the EUR425 million floating rate notes due 2032, which it used to
repay existing EUR350 million notes due 2027, repay drawdowns on
the RCF, and pay transaction costs. Manuchar will not have
meaningful debt amortisation until the notes' maturity. Fitch
expects its FCF and new USD90 million RCF to be sufficient to fund
working-capital swings and minor possible M&A outflows.
Issuer Profile
Manuchar is a Belgium-based chemicals and commodities distributor,
offering supply chain and logistics solutions globally.
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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Manuchar Group B.V. LT IDR B New Rating B(EXP)
senior secured LT B New Rating RR4 B(EXP)
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I R E L A N D
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AB CARVAL I-C: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
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Fitch Ratings has assigned AB CarVal Euro CLO I-C DAC reset notes
final ratings, as detailed below.
Entity/Debt Rating
----------- ------
AB CarVal Euro CLO I-C DAC
Class A-1-R Notes XS3119485806 LT AAAsf New Rating
Class A-2-R Notes XS3123463971 LT AAAsf New Rating
Class B-R Notes XS3119486010 LT AAsf New Rating
Class C-R Notes XS3119486283 LT Asf New Rating
Class D-R Notes XS3119486440 LT BBB-sf New Rating
Class E-R Notes XS3119486796 LT BB-sf New Rating
Class F-R notes XS3119486952 LT B-sf New Rating
Transaction Summary
AB CarVal Euro CLO I-C DAC is a securitisation of mainly senior
secured obligations (at least 95%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds.
Proceeds have been used to refinance existing notes except the
subordinated notes and to purchase a portfolio with a target par of
EUR400 million. The portfolio is actively managed by CarVal CLO
Management, LLC. The CLO has a five-year reinvestment period and an
eight-year weighted average life test (WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B/B-' category.
The Fitch weighted average rating factor of the identified
portfolio is 25.2.
High Recovery Expectations (Positive): At least 95.0% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets is more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the identified portfolio is 62.9%.
Diversified Portfolio (Positive): The transaction has two Fitch
matrix sets, one effective at closing and one six months later. The
matrices within each set correspond to a top 10 obligor
concentration limit at 20%, a fixed-rate asset limit at 10% or 5%.
The WAL for the closing matrix is 8 years and for the forward
matrix is 7.5 years. The deal includes other various concentration
limits in the portfolio, including 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.
Portfolio Management (Neutral): The transaction has a five-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 used for the transaction's
Fitch-stressed portfolio is reduced by 12 months from the WAL
covenant. This reduction to the risk horizon accounts for the
strict reinvestment conditions envisaged by the transaction after
its reinvestment period. These include passing both the coverage
tests and the Fitch 'CCC' test after reinvestment and a WAL
covenant that progressively steps down over time. 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 one notch each for the class
C-R to E-R notes, and to below 'B-sf' for the class F-R notes. The
class A-1-R, A-2-R and B-R notes would not be affected.
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 defaults and portfolio deterioration.
The class B-R, D-R and E-R notes have a rating cushion of up to two
notches, the class C notes have a cushion of one notch and the
class F-R notes have a cushion of up to three notches, due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio. The class 'AAAsf' rated notes have no
rating cushion as they are at the highest level on Fitch's scale.
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% rise in the mean RDR and
a 25% fall in the RRR across all ratings of the Fitch-stressed
portfolio would lead to downgrades of up to four notches.
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 four notches 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
remaining life of the transaction. Upgrades after the end of the
reinvestment period may occur on 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 on for its analysis
according to its applicable rating methodologies indicates that it
is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for AB CarVal Euro CLO
I-C 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.
AB CARVAL I-C: S&P Assigns B- (sf) Rating to Class F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to AB Carval Euro CLO
I-C DAC's class A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer had also issued unrated subordinated notes
outstanding from the previous transaction.
This transaction is a reset of the already existing transaction
that closed in December 2023. The existing notes will be fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date. The ratings on the original notes have
been withdrawn.
The ratings assigned reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,856.22
Default rate dispersion 513.07
Weighted-average life including reinvestment (years) 5.00
Weighted-average life 4.37
Obligor diversity measure 166.76
Industry diversity measure 23.53
Regional diversity measure 1.25
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.50
Target 'AAA' weighted-average recovery (%) 37.02
Target weighted-average spread (%) 3.86
Target weighted-average coupon (%) 4.56
Rating 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 5 years after closing.
The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted our credit and cash
flow analysis by applying its criteria for corporate cash flow
CDOs.
S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.70%),
the covenanted weighted-average coupon (4.00%), and the identified
portfolio's weighted-average recovery rates at each rating level.
We applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned rating.
"Until the end of the reinvestment period on July 25, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-1-R to F-R notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-R, C-R, D-R,
and E-R notes could withstand stresses commensurate with higher
ratings than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.
"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 26.38% (for a portfolio with a weighted-average
life of 5 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 5 years, which would result in
a target default rate of 15.5%.
-- 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 notes is commensurate with the
assigned 'B- (sf)' rating.
"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our ratings are commensurate with the
available credit enhancement for all the rated classes of notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1-R to E-R
notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-1-R AAA (sf) 244.00 39.00 3/6-month EURIBOR + 1.42%
A-2-R AAA (sf) 6.00 37.50 3/6-month EURIBOR + 1.80%
B-R AA (sf) 44.00 26.50 3/6-month EURIBOR + 2.05%
C-R A (sf) 24.00 20.50 3/6-month EURIBOR + 2.55%
D-R BBB- (sf) 26.80 13.80 3/6-month EURIBOR + 3.60%
E-R BB- (sf) 16.20 9.75 3/6-month EURIBOR + 6.00%
F-R B- (sf) 13.00 6.50 3/6-month EURIBOR + 8.66%
Sub NR 35.98 N/A N/A
*The ratings assigned to the class A-1-R, A-2-R, and B-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
AURIUM CLO XIV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Aurium CLO XIV DAC's notes final
ratings, as detailed below.
Entity/Debt Rating
----------- ------
Aurium CLO XIV DAC
Class A XS3087699842 LT AAAsf New Rating
Class B XS3087700012 LT AAsf New Rating
Class C XS3087701093 LT Asf New Rating
Class D XS3087701176 LT BBB-sf New Rating
Class E XS3087701416 LT BB-sf New Rating
Class F XS3087701762 LT B-sf New Rating
Subordinated Notes XS3087701929 LT NRsf New Rating
Transaction Summary
Aurium CLO XIV DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of corporate rescue
loans, senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Net proceeds from the note issuance have been
used to fund a portfolio with a target size of EUR450 million. The
portfolio manager is Spire Management Limited. The CLO envisages a
4.5-year reinvestment period and a seven-year weighted average life
(WAL).
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 of the identified portfolio is
24.1.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.8%.
Diversified Portfolio (Positive): The transaction has two matrices
effective at closing with fixed-rate limits of 5% and 12.5%. Both
matrices are based on a top 10 obligor concentration limit of 21%
and correspond to a seven-year WAL test. The transaction also
includes various other concentration limits, including exposure to
the three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
WAL Step-Up (Neutral): The transaction can extend the WAL by one
and a half years on or after the step-up date, which is one and a
half years after closing. The WAL extension is conditional on the
transaction passing the collateral quality tests and the collateral
principal amount (where the principal balance of defaults is the
Fitch collateral value) being equal to, or greater than, the
reinvestment target par balance.
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 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 and matrices analysis is 12 months less
than the WAL covenant. This reflects the strict reinvestment
criteria after its reinvestment period, which includes the
satisfaction of Fitch 'CCC' limitation and the coverage tests, and
a WAL covenant that progressively steps down over time. In Fitch's
opinion, these conditions reduce the effective risk horizon of the
portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase in the mean default rate (RDR) and a 25% decrease in
the recovery rate (RRR) across all the ratings of the identified
portfolio would have no impact on the class A notes, lead to
downgrades of one notch each on the class B to E notes and to below
'B-sf' on the class F notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics of the identified portfolio and a shorter life than
the Fitch-stressed portfolio, the class B to E notes each have a
cushion of two notches. The class A notes have no cushion as they
are at the highest achievable rating on Fitch's scale.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded, either due to manager trading
or to negative portfolio credit migration, a 25% increase in the
mean RDR and a 25% decrease in the RRR across all the ratings of
the Fitch-stressed portfolio would lead to downgrades of up to
three 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 in the RDR and a 25% increase in the RRR across all
the ratings of the Fitch-stressed portfoli, would lead to upgrades
of up to two notches for the class B, C and D notes and up to three
notches for the class E notes and F notes. The class A notes, which
are rated 'AAAsf', cannot be upgraded.
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
remaining life of the transaction. Upgrades after the end of the
reinvestment period, except for the 'AAAsf' debt, may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread 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 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 Aurium CLO XIV
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.
BARINGS 2023-2: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Barings Euro CLO 2023-2 DAC final
ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Barings Euro
CLO 2023-2 DAC
A-R XS3109826282 LT AAAsf New Rating AAA(EXP)sf
B-1R XS3109826449 LT AAsf New Rating AA(EXP)sf
B-2R XS3109826795 LT AAsf New Rating AA(EXP)sf
C-R XS3109826951 LT Asf New Rating A(EXP)sf
D-R XS3109827173 LT BBB-sf New Rating BBB-(EXP)sf
E-R XS3109827330 LT BB-sf New Rating BB-(EXP)sf
F-R XS3109827504 LT B-sf New Rating B-(EXP)sf
Transaction Summary
Barings Euro CLO 2023-2 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine and second-lien loans and high-yield bonds.
The proceeds have been used to refinance existing notes, except for
the subordinated notes.
The portfolio is actively managed by Barings (U.K.) Limited. The
collateralised loan obligation (CLO) has a 4.5-year reinvestment
period and an 8.5-year weighted average life test (WAL) at
closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 23.5.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets are more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 63.5%.
Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors at 17.5%. The deal
also includes other concentration limits, including a maximum
exposure of 40% to the three largest Fitch-defined industries in
the portfolio. These covenants ensure the portfolio will not be
excessively concentrated.
Portfolio Management (Neutral): The transaction has two matrices
effective at closing, two that are effective 12 months after
closing, and two that are effective 18 months after closing, all
with fixed-rate limits of 7.5% and 15%. All six matrices are based
on a top 10 obligor concentration limit of 17.5%. The closing
matrices correspond to an 8.5-year WAL test, while the forward
matrices correspond to a 7.5-year and a seven-year WAL test.
The deal has a reinvestment period of about 4.5 years and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio, with the aim of testing the robustness of the 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 after the reinvestment period. These include passing the
coverage tests and Fitch 'CCC' limit after the reinvestment period,
and a WAL covenant that progressively steps down, before and after
the end of the reinvestment period. These conditions would reduce
the effective risk horizon of the portfolio during periods of
stress.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate (RRR) by 25% at all rating levels in
the identified portfolio would have no impact on the class A-R
notes, and lead to downgrades of one notch for the class E-R notes
and to below 'B-sf' for the class F-R notes. Downgrades may occur
if the build-up of the notes' credit enhancement following
amortisation does not compensate for a larger loss expectation than
assumed due to unexpectedly high levels of defaults and portfolio
deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class B-1R, B-2R,
D-R, E-R and F-R notes each have a rating cushion of two notches,
and the class C-R notes have a cushion of three 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 four notches
for the class C-R debt, three notches each for the class A-R to
class B-2R notes and class D-R notes, and to below 'B-sf' for the
class E-R and F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A reduction of the RDR by 25% of the mean RDR and an increase in
the RRR by 25% at all rating levels in the Fitch-stressed portfolio
would result in upgrades of up to three notches for all 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
remaining life of the transaction. 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
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 Barings Euro CLO
2023-2 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.
PALMER SQUARE 2023-2: Fitch Affirms 'BB+sf' Rating on Cl. E-R Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Palmer Square European Loan Funding
2023-2 DAC's class B-R and C-R notes, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Palmer Square European
Loan Funding 2023-2 DAC
Class A-R XS2878983712 LT AAAsf Affirmed AAAsf
Class B-R XS2878983985 LT AAAsf Upgrade AA+sf
Class C-R XS2878984108 LT AAsf Upgrade A+sf
Class D-R XS2878984363 LT BBB+sf Affirmed BBB+sf
Class E-R XS2878984520 LT BB+sf Affirmed BB+sf
Transaction Summary
Palmer Square European Loan Funding 2023-2 DAC is an arbitrage cash
flow collateralised loan obligation (CLO) that is being serviced by
Palmer Square Europe Capital Management LLC (Palmer Square). The
transaction has a static pool with a remaining weighted average
life of 3.35 years as of the July 2025 report date.
KEY RATING DRIVERS
Deleveraging Transaction: Around EUR68.9 million of the A-R notes
has been repaid since the assignment of the notes' final ratings in
August 2024. This deleveraging has resulted in an increase in
credit enhancement across the capital structure, that is driving
the upgrades and affirmations. As of the latest trustee report
dated 2 July 2025, there was EUR13.3 million cash in the principal
account, which Fitch expects will be used to further pay down the
class A-R notes. The comfortable break-even default rate cushions
for all notes ratings support the Stable Outlooks.
Stable Performance; Static Portfolio: The transaction does not have
a reinvestment period and discretionary sales are not permitted.
The transaction's performance has been stable, with the latest
trustee report showing 3.1% of assets with a Fitch-Derived Rating
of 'CCC+' and below. The transaction is exposed to 13.6% of assets
that have an Issuer Default Rating with a Negative Outlook,
according to Fitch's calculations. The transaction is only slightly
below par, with losses well below the rating case assumption.
Low Refinancing Risks: The transaction has manageable exposure to
near- and medium-term refinancing risk, with no portfolio assets
maturing in 2025 and 4.6% maturing in 2026.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor of the current portfolio is 24.8.
High Recovery Expectations: Senior secured obligations comprise
98.2% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio is 62.9%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 17.2%, and the largest
obligor represents 1.9% of the portfolio balance. Exposure to the
largest Fitch-defined industry is 13.2%, as calculated by the
trustee. Fixed-rate assets reported by the trustee are at 6.2% of
the portfolio balance.
Deviation from Model-Implied Ratings: The one-notch deviation from
the model-implied ratings (MIR) for the class C-R and E-R notes,
and the three-notch deviation from the MIR for the class D-R notes
reflect the limited default-rate cushions on the Fitch portfolio at
their MIRs.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
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 Palmer Square
European Loan Funding 2023-2 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
TRINITAS EURO I: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Trinitas Euro CLO I DAC's reset notes
final ratings, as detailed below.
Entity/Debt Rating
----------- ------
Trinitas Euro CLO I DAC
A-R XS3086787259 LT AAAsf New Rating
B-R XS3086787333 LT AAsf New Rating
C-R XS3086787507 LT Asf New Rating
D-R XS3086787846 LT BBB-sf New Rating
E-R XS3086787929 LT BB-sf New Rating
F-R XS3086788224 LT B-sf New Rating
Subnotes XS2010040470 LT NRsf New Rating
X XS3086787093 LT AAAsf New Rating
Transaction Summary
Trinitas Euro CLO I DAC reset is a securitisation of mainly senior
secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine and second-lien loans.
Note proceeds have been used to redeem the existing notes and fund
a portfolio with a target par of EUR350 million. The portfolio is
actively managed by Clearlake Capital Asset Management, LLC. The
CLO has an about two-year reinvestment period and an about six-year
weighted average life (WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors within the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
24.4.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.4%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits, including a maximum of 40% to the
three-largest Fitch-defined industries and a top 10 obligor
concentration at 20%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has two matrices,
effective at closing, with fixed-rate limits of 5% and 12.5%, and a
top-10 obligor concentration limit of 20%. They correspond to a
six-year WAL test. The transaction has a reinvestment period of two
years and includes reinvestment criteria similar to those of other
European transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used 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, the 7.5% limit for the
combination of Fitch 'CCC' and defaulted obligations after
reinvestment, and a WAL covenant that progressively 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 lead to downgrades of no more than one notch each
for the class C-R to E-R notes, to below 'B-sf' for the class F-R
notes and have no impact on the rest.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-R
and D-R to F-R notes each have a rating cushion of two notches and
the class C-R notes have a cushion of one notch, due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio. The class A-R notes have no rating
cushion as they are already at the highest achievable rating.
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 for the class A-R to C-R and E-R notes, two notches for the
class D-R notes and to below 'Bsf' 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 three notches, 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 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 Trinitas Euro CLO I
DAC reset notes.
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.
TRINITAS EURO I: S&P Assigns B- (sf) Rating to Class F-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Trinitas Euro CLO
I DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer
has unrated subordinated notes outstanding from the existing
transaction.
This transaction is a reset of the already existing transaction.
The existing classes of notes--class A, B, C, D, E, and F--were
fully redeemed with the proceeds from the issuance of the
replacement notes on the reset date. The ratings on the original
notes have been withdrawn.
The ratings assigned to the reset notes reflect S&P's assessment
of:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,661.97
Default rate dispersion 648.29
Weighted-average life (years) 4.42
Obligor diversity measure 133.05
Industry diversity measure 21.55
Regional diversity measure 1.26
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.66
Target 'AAA' weighted-average recovery (%) 36.76
Target weighted-average spread (%) 3.67
Target weighted-average coupon (%) 4.70
Rating rationale
Under the transaction documents, the rated notes 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 2.00 years after closing while the
non-call period will end one year after closing.
The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, S&P has conducted our credit and cash flow analysis by
applying its criteria for corporate cash flow CDOs.
S&P said, "In our cash flow analysis, we used the EUR350 million
target par amount, the actual weighted-average spread (3.67%), the
covenanted weighted-average coupon (4.55%), and the actual
weighted-average recovery rates from the identified portfolio for
all rating levels. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"Until the end of the reinvestment period on July 25, 2027, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the ratings assigned to
the class X and A-R notes are commensurate with the available
credit enhancement. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-R to E-R
notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.
"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a '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 notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 17.79% (for a portfolio with a weighted-average
life of 4.42 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 4.42 years, which would result
in a target default rate of 13.70%.
-- 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 notes is commensurate with the
assigned 'B-(sf)' rating.
"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that the assigned ratings are commensurate with
the available credit enhancement for all the rated classes of
notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings list
Amount Credit
Class Rating* (mil. EUR) Interest rate (%) enhancement (%)
X AAA (sf) 1.50 Three/six-month EURIBOR + 0.95 N/A
A-R AAA (sf) 217.00 Three/six-month EURIBOR + 1.21 38.00
B-R AA (sf) 40.20 Three/six-month EURIBOR + 1.75 26.51
C-R A (sf) 21.00 Three/six-month EURIBOR + 2.15 20.51
D-R BBB- (sf) 23.70 Three/six-month EURIBOR + 3.10 13.74
E-R BB- (sf) 14.20 Three/six-month EURIBOR + 5.65 9.69
F-R B- (sf) 11.20 Three/six-month EURIBOR + 7.91 6.49
Sub NR 34.30 N/A N/A
*The ratings assigned to the class X, A-R, and B-R notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C-R, D-R, E-R, and F-R notes address ultimate
interest and principal payments. The payment frequency switches to
semiannual and the index switches to six-month EURIBOR when a
frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
EURIBOR--Euro Interbank Offered Rate.
=========
I T A L Y
=========
NEXTURE S.P.A.: Fitch Assigns 'B+' Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Nexture S.p.A. a final Long-Term Issuer
Default Rating (IDR) of 'B+' with a Stable Outlook. Fitch has also
assigned Nexture's EUR425 million senior secured notes (SSN) a
final rating of 'BB-' with a Recovery Rating of 'RR3'. This follows
the completed combination of CSM Ingredients S.a.r.l. and
Italcanditi S.p.A., and placement of Nexture's SSN issuance. The
final ratings are in line with the expected ratings assigned on 10
July 2025.
The rating reflects Nexture's modest scale and moderate
diversification across food ingredients in a fragmented market
exposed to demand volatility and commodity price fluctuations. That
is mitigated by the group's well established European market
positions, long-lasting relationships with major customers and a
broad distribution network. This translates into robust
profitability, positive free cash flow (FCF) and moderate
leverage.
The Stable Outlook reflects manageable execution risk surrounding
the integration of the two entities and a new strategy focused on
profitability improvement.
Key Rating Drivers
Robust Business Model After Combination: The combination of CSM and
Italcaditi creates a prominent European integrated supplier of a
broad range of bakery, dairy and confectionary ingredients to the
traditional bakery channel, industrial producers and trade.
Nexture's strong market positions in Europe are supported by its
portfolio of established brands, solid in-house R&D capabilities,
distribution network and long-standing customer relationships.
However, the business is exposed to changing consumer sentiment,
demand volatility, challenges in cost control, commodity price
volatility, and the need to win new customers in both fragmented
home and overseas markets.
Scale Constraint, Concentration Risks: The rating is constrained to
the 'B' rating category by Nexture's limited scale in terms of
EBITDA and a highly fragmented industry. Nexture's product category
is concentrated on ingredients for bread, pastries and cakes, which
contribute over 85% of revenue. The group is also highly reliant on
one region, Europe, which represents over 80% of sales. Nexture
intends to increase its presence in China, the US and the Middle
East, but this will take time to establish a similar quality of
market infrastructure, and Fitch expects Europe to remain the
dominant geographic region in the medium term.
Moderate Integration Risks: Fitch sees moderate execution risks
stemming from the integration of CSM and Italcanditi. Fitch
forecasts that a combination of procurement, manufacturing and
distribution platforms, alongside a wider? assortment of products
and cost optimisation, and a strategic shift towards higher-margin
value-added products, will create sustained organic growth in the
mid single digits and EBITDA margin expansion.
Contained Credit Metrics, Deleveraging Trajectory: The rating is
underpinned by Nexture's moderate credit metrics. Fitch forecasts
Fitch-defined EBITDA leverage at 4.9x at end-2025, after
combination, with a gradual reduction towards 3.3x by end-2028.
This will be driven by EBITDA growth due to organic revenue growth,
and bolt-on acquisitions, plus profitability expansion. The
fragmented market offers ample scope for M&A activity, but frequent
larger debt-funded acquisitions could hinder deleveraging and put
pressure on Nexture's ratings.
Healthy Organic Revenue Growth: Fitch assumes mid-single-digit
revenue growth for 2025-2028, supported by volume growth of its
valued-added products with some inflation-driven price increases.
Fitch projects revenue expansion of 3.7% in 2025 after a 1.5%
contraction in 2024 on a pro forma basis, driven by a pricing
strategy to pass on raw material cost inflation in palm oil and
sugar. This is partly offset by a temporary volume decline
following the strategic delisting of low-margin products in Europe,
especially within the core bakery ingredients division.
Strengthening Profitability After Combination: Fitch forecasts an
improvement in Nexture' s EBITDA margin to 11.2% in 2025 from 9.7%
of 2024 on a pro-forma basis. This will be driven by pricing and
cost-cutting initiatives, and the delisting of low-margin products
in Europe to focus more on higher-growth and higher-margin
ingredients. Nexture benefits from a flexible cost structure with
variable costs accounting for about 75% of operating costs. Its
supplier base is moderately diversified, with the top 10 suppliers
accounting for around 27% of cost of goods sold. Nexture is exposed
to pricing fluctuations and commodity volatility with a temporary
lag.
Healthy FCF: Fitch estimates Nexture's FCF margin will be
consistently positive at 4% to 5% over 2025-2028, driven by
operating profit margin improvements, manageable interest expenses,
limited working capital outflows and moderate capex requirements of
1.8%-2%. Fitch views such FCF margins as strong for the rating
category, mitigating scale and concentration risks, and expect
excess cash to be reinvested in the business, with bolt-on M&A
assumed at around EUR35 million a year from 2026.
Peer Analysis
Nexture has comparable product portfolio and geographical
diversification to Nomad Foods Limited (BB/Stable). However, Nomad
Foods' larger scale of branded and private-label frozen food,
higher profitability and stronger cash generation result in its
two-notch higher rating.
Sammontana Italia S.p.A. (B+/Stable) and La Doria S.p.A.
(B+/Stable) are rated at the same level as Nexture. These companies
have comparable scale, with their profits also exposed to the
volatility of input prices and similar execution risks. Nexture has
similar profitability and leverage as La Doria, while stronger
operating profitability at Sammontana translates into modestly
higher debt capacity for the same rating.
IRCA Group Luxembourg Midco 3 S.a r.l's (B/Stable) one-notch
differential is due to its higher leverage. Like Nexture, it has a
similar scale and faces comparable execution challenges stemming
from similar food ingredients market trends. IRCA has weaker cash
flow generation despite higher profitability.
Sigma Holdco BV (B/Stable) is materially larger, and has greater
geographic diversification and higher operating margins, due to its
strong brands portfolio and a different cost base. The one-notch
rating differential is due to Sigma's higher leverage than
Nexture's.
Key Assumptions
Fitch's Key Assumptions within its Rating Case for the Issuer:
- Revenue to rise 3.7% in 2025, driven by pricing, and by 6%-9% in
2026-2028 on organic and acquisitive growth
- EBITDA margin widening towards 13% by 2028, from 11% in 2025
- Annual capex at around 2% of revenue until 2028
- Bolt-on M&A of about EUR35 million a year from 2026, assuming a
high single-digit enterprise value/EBITDA multiple
- No dividend payments
Recovery Analysis
Its recovery analysis assumes Nexture will be considered a going
concern in bankruptcy, and that it would be reorganised rather than
liquidated. Fitch has assumed a 10% administrative claim.
Fitch assessed going concern (GC) EBITDA at EUR70 million,
reflecting the level of earnings required for sustaining operations
as a going concern with shrinking sales volumes and an inability to
pass on cost increases.
Fitch applied a distressed multiple of 5.0x, which is the mid-range
for packaged food companies in EMEA. This generates a ranked
recovery in the 'RR3' band, leading to a 'BB-' rating for the
EUR425 million of SSN with a one-notch uplift from the IDR.
Its estimates of creditor claims include a fully drawn EUR80
million super senior revolving credit facility, which ranks ahead
of its SSN and other debt of EUR17 million.
Fitch expects Nexture's existing receivables factoring facilities
of EUR38 million to remain during and after distress without
requiring alternative funding, but at a reduced amount. This
assumption is driven by the strong credit quality of the group's
client base.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Increase in EBITDA gross leverage to above 5x, due to weaker
profitability or debt-funded acquisitions
- EBITDA margin below 10% resulting in lower FCF margins towards
1%
- EBITDA interest coverage weakening towards 3.5x or below
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A wider scale and broader diversification across geographies,
alongside product premiumisation supporting EBITDA growth towards
EUR300 million
- Higher EBITDA margin supporting sustained FCF margins at above
2.5%
- EBITDA gross leverage below 4x
Liquidity and Debt Structure
Fitch forecasts Nexture's available cash balance at around EUR52
million at end-2025. Solid operating performance with minimal
working capital outflows and limited capex should support positive
FCF translating into growing year-end cash balances, despite its
assumption of annual bolt-on acquisitions.
Nexture also has access to the EUR80 million revolving credit
facility, which Fitch expects to remain fully undrawn. The group
has no major debt maturing before 2032, when the new EUR425 million
SSN come due.
Issuer Profile
Nexture is an Italy-based pan-European manufacturer and distributor
of food ingredients.
Date of Relevant Committee
02 July 2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Nexture S.p.A. LT IDR B+ New Rating B+(EXP)
senior secured LT BB- New Rating RR3 BB-(EXP)
===================
K A Z A K H S T A N
===================
LLP MFO ROBOCASH: Fitch Assigns 'B-' Long-Term IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned LLP MFO Robocash.kz (Robocash) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) of 'B-'.
The Outlook is Stable. Fitch has also assigned a National Long-Term
Rating of 'B+(kaz)' with a Stable Outlook.
Key Rating Drivers
Niche Business; High Regulatory Risks: The ratings on Robocash
reflect its small absolute size, short operating history, focus on
under-banked borrowers with high-risk credit profiles and
heightened sensitivity to regulatory developments, especially with
regard to interest rate caps. The ratings also reflect the
company's strong operating margins, lean cost structure and
short-dated cash-generative loan portfolio with limited leverage
and strong capitalisation.
ESG - Customer Welfare: Robocash's ratings are constrained by
considerable regulatory risk, with Kazakh interest rate caps
revised in 2024 to protect customers and improve transparency in
the sector, pressuring microfinance companies' earnings. Fitch
believes, regulatory tightening of lending rates and action against
certain commissions could continue in the medium term, which could
put pressure on Robocash's insurance revenues (78% of total
revenues in 1Q25; 52% in 2024).
Niche But Growing Franchise: Robocash has a solid position in the
higher-cost segment of the Kazakh microfinance sector, with a
market share of around 50%. However, its absolute size and
franchise are modest in the broader financial sector. Robocash has
only a limited record of operation at today's scale, as the company
was set up in 2018, but has so far shown sound ability to generate
new business and deliver consistently high financial results
despite regulatory and other challenges. Management expects to
launch lower-cost, longer-term SME lending products in 4Q25, which
Fitch believes could offer diversification into products that face
lower regulatory risk in the longer term.
Developing Corporate Governance: Robocash is part of Robocash PTE,
a Singapore-domiciled consumer lender, operating similar entities
across Central and Southeast Asia. One of the ultimate owners,
Sergei Sedov, has an active management role overseeing group
operations, which, in its view, exposes the company to high
key-person risk. The corporate governance standards are basic, with
Sedov chairing the board and no independent directors present. The
small scale and set-up of the business impose inherent limitations,
although management aims to strengthen the corporate governance in
the medium term.
High Impairments, Modest Provisioning: Fitch expects Robocash to
continue growing its portfolio at rates exceeding those of its key
local peers. At the same time, Fitch expects impaired loans to
remain high, with Stage 3 loans (90+ overdue) at 52% at end-1Q25
(end-2024: 59%), reflecting inherent riskiness of its products with
impairment cost to average loan book standing at 17% in 1Q25
(annualised; 26% in 2024). Loan-loss allowance stood at 87% of
Stage 3 loans at end-1Q25 (2024: 87%), which, in its view, might be
not sufficient to cover credit losses given weaker recoveries of
the unsecured high-risk loans.
High Profitability: Robocash is highly profitable with average
pre-tax ROAA of 65% in 2021-1Q25. However, it is exposed to very
high regulatory risk, with almost all earnings from the high-cost
segment. After lending caps tightened in 2Q24, Robocash managed to
replace a bulk of lost interest revenue with agency fees from
insurance products, which in Fitch's view, are related to the loans
Robocash originates. Fitch believes this substantial agency revenue
(78% of operating revenue in 1Q25) is also exposed to significant
regulatory risk. Loan impairment charges consumed moderate 29% of
pre-impairment operating profit in 1Q25, reflecting features of the
business model.
Equity Dominates Funding: Robocash is funded largely by equity (98%
at 1Q25), which Fitch expects to decrease to around 70% in medium
to longer term. In May 2025, Robocash issued a USD3 million
foreign-currency bond, with further local-currency bonds to be
issued by the year's end, which the company plans to use to expand
its business. The leverage profile is strong, with negligible debt
levels even after the bond issuance in May 2025.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Robocash's ratings are sensitive to regulatory tightening, which
affects business model stability and profitability. Significant
reduction in earnings with Robocash becoming unprofitable will
likely lead to a rating downgrade.
Contagion risks from the wider group via the sister companies with
which Robocash has significant operational integration, which
threaten Robocash's performance or solvency, could also lead to a
downgrade.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Rating upside is limited in the medium term, but sustained
diversification into lower-risk, conventional financial products,
while maintaining healthy profitability and limited leverage
coupled with strengthening of corporate governance could support
positive rating action.
The National Long-Term Rating could be upgraded if Robocash
demonstrates sustainable profitability and robust financial metrics
upon addressing regulatory pressures.
ADJUSTMENTS
The business profile score of 'b-' is below the 'bb' category
implied score due to the following adjustment reasons: business
model (negative);
The earnings and profitability score of 'b' is below the 'bbb'
category implied score due to the following adjustment reason:
portfolio risk (negative);
The capitalisation and leverage score of 'b' is below the 'bbb'
category implied score due to the following adjustment reason: risk
profile and business model (negative).
The funding, liquidity and coverage score of 'b-' is below the 'bb'
category implied score due to the following adjustment: business
model/funding market convention (negative).
Date of Relevant Committee
04-Jul-2025
ESG Considerations
LLP MFO Robocash.kz has an ESG Relevance Score of '5' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to material
risks stemming from regulatory pressure on payday lenders in
Kazakhstan, which has a negative impact on the credit profile, and
is highly relevant to the rating, resulting in a lower rating
outcome.
LLP MFO Robocash.kz has an ESG Relevance Score of '4' for Exposure
to Social Impacts to reflect a business model focused on extending
credit at high rates, which could give rise to potential consumer
and market disapproval, as well as attract regulatory changes. This
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
LLP MFO Robocash.kz has an ESG Relevance Score of '4' for Group
Structure due to contagion risks, stemming from operational
integration with the wider group. This has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.
LLP MFO Robocash.kz has an ESG Relevance Score of '4' for
Governance Structure to reflect rudimentary governance standards
and significant key-person risk, stemming from the shareholder
Sedov. 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
----------- ------
LLP MFO Robocash.kz LT IDR B- New Rating
ST IDR B New Rating
LC LT IDR B- New Rating
LC ST IDR B New Rating
Natl LT B+(kaz) New Rating
===================
L U X E M B O U R G
===================
IREL BIDCO: Fitch Puts 'B+' Long-Term IDR on Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed Irel BidCo S.a.r.l.'s (IFCO) 'B+'
Long-Term Issuer Default Rating (IDR) and the 'BB-' rating on the
senior secured debt issued by its subsidiary, IFCO Management GmbH,
on Rating Watch Negative (RWN).
The RWN reflects its expectation that EBITDA leverage will rise
following the group's announced change in shareholding and capital
structure resulting from Stonepeak's proposed acquisition. The
transaction will result in the creation of a new holding company
Blitz 25-921 GmbH (to be renamed Node HoldCo GmbH) and a new issuer
of the debt, Blitz 25-922 GmbH (to be renamed Node AcquiCo GmbH).
Once the transaction is completed, IFCO will not be part of the new
rating scope.
Fitch expects to resolve the RWN upon the completion of the
transaction, which may take longer than six months.
Key Rating Drivers
Financial Profile to Weaken: Stonepeak has entered into an
agreement to acquire a stake of about 50% in IFCO from Abu Dhabi
Investment Authority. Triton will retain its existing equity stake
of about 50%. Fitch expects IFCO's financial profile to weaken
following the change in ownership and completion of the
refinancing. This drives the RWN. For more details, see Fitch Rates
Blitz 25-921 GmbH (IFCO) 'B(EXP)', Outlook Positive; Senior Secured
Debt 'B(EXP)'.
Peer Analysis
See the recently published rating action commentary of Blitz 25-921
GmbH.
Key Assumptions
See the recently published rating action commentary of Blitz 25-921
GmbH.
Recovery Analysis
See the recently published rating action commentary of Blitz 25-921
GmbH.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operating under-performance resulting from a loss of key
customers, significant pricing pressure, technology risk or
margin-dilutive debt-funded acquisitions
- EBITDA leverage consistently above 5.5x
- EBITDA interest coverage below 3.0x
- Inability to generate positive FCF margin on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustained below 4.5x
- EBITDA interest coverage above 4.0x
- FCF margin in the high single digits on a sustained basis
- Larger scale, while maintaining an EBITDA margin greater than
20%and reduced customer concentration
Liquidity and Debt Structure
See the recently published rating action commentary of Blitz 25-921
GmbH.
Issuer Profile
IFCO runs a global network of reusable plastic container
operations, servicing some 550 retailers and more than 18,000
agricultural producers worldwide.
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
IFCO has an ESG Relevance Score of '4' [+] for Waste & Hazardous
Materials Management; Ecological Impacts due to its product design
that benefits life cycle management, which has a positive 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
----------- ------ -------- -----
Irel Bidco S.a.r.l. LT IDR B+ Rating Watch On B+
IFCO Management
GmbH
senior secured LT BB- Rating Watch On RR3 BB-
ROSSINI SARL: Fitch Affirms 'B' Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Rossini S.a.r.l.'s Long-Term Issuer
Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also
affirmed its senior secured rating at 'B', with a Recovery Rating
of 'RR4'.
The affirmation follows the company's financial performance being
in line with Fitch expectations. It also considers growing headroom
under the rating, as Fitch expects Fitch-adjusted financial
leverage to fall to 5.9x in 2025 from around 7.0x at end-2024,
driven by the strong performance of subsidiary, Recordati S.p.A.,
and partial redemption of senior secured notes at the Rossini
level.
The IDR is limited by Rossini's reliance on dividends from
Recordati to service its own debt. Nevertheless, the rating is
supported by the company's strong branded portfolio across
specialty pharma and rare diseases. High profitability and free
cash flow (FCF) margins further support the rating.
Key Rating Drivers
Leverage Falling After Debt Repayment: Fitch expects proportional
financial leverage at Rossini to fall to 5.9x at end- 2025, from
almost 7.0x at end-2024. The reduction in leverage follows a
partial repayment of fully consolidated debt at Rossini, Fitch
proceeds from the sale of a 5% stake in Recordati in 1Q25. Fitch
forecasts steady deleveraging towards 5.0x by 2027, driven by
organic growth and earnings-accretive bolt-on acquisitions. Should
Rossini deleverage further while maintaining their 46.8% ownership
of Recordati, Fitch may considers revising the Outlook to Positive
due to increasing headroom under the 'B' rating.
Proportional Consolidation Approach: Fitch rates Rossini using its
corporate methodology, with credit quality determined by
proportional consolidation based on its equity in Recordati and
dividend coverage. Its analysis assumes that Rossini maintains
control over the subsidiary's board and dividend policy. The recent
reduction in ownership to below 50% does not change its rating
approach, as the parent continues to exercise control over
Recordati. However, a material reduction in Rossini's stake leading
to a loss of control may cause us to rate the company as an
investment holding company, which is reflected in the negative
rating sensitivity.
Debt Service Reliant on Dividends: Rossini's financial risk profile
relies on dividends from Recordati for servicing interest expenses.
The former's financial policy is to fully cover its interest
expenses with steady and timely dividends from its subsidiary.
Recordati's debt documentation has no explicit dividend
restrictions. However, Fitch assumes that dividends may be capped
or suspended if the subsidiary's underlying performance
deteriorates considerably, which Fitch does not expect in its base
case. Rossini may sell its shares in Recordati in the event of
liquidity shortfall, although such sale proceeds are not the
primary source of the former's debt service.
Enjaymo Bolsters Rare Disease Portfolio: The acquisition of global
rights to Enjaymo from Sanofi, which was completed in 4Q24 for
USD850 million and potential milestone payment up to USD250 million
once the sales of the product reach the peak EUR250 to EUR300
million, has strengthened Rossini's rare disease portfolio, with a
margin-accretive biologics product that is the only approved
product to treat cold agglutinin disease (CAD). The acquisition is
primarily debt-funded, leading to a temporary increase of around
0.5x of financial leverage at Recordati, which Fitch expects to be
absorbed as the business expands, assuming no further large
debt-funded acquisitions.
Strong Market Position: The subsidiary benefits from a
well-established market position, with its legacy branded specialty
pharma portfolio (64% of sales in 2024) and is further supported by
an expanding rare diseases franchise (36% in 2024). The company is
geographically well diversified and moderately diversified by
product, with no product accounting for more than 8% of sales. Its
integrated business model, including manufacturing, drug lifecycle
management and distribution, allows for high profitability and FCF
margins versus peers.
Growing Rare Diseases Portfolio: The focus on bringing rare-disease
drugs to market through distribution and (in-)licensing agreements
is a distinct feature of Recordati's growth strategy. In addition,
the company relies on a commercial network to effectively engage
with healthcare providers and promote its products, driving sales
and increasing its regional market penetration. This differentiates
it from some European off-patent peers, resulting in greater
organic growth potential, but also more investments in the pipeline
and associated product development and commercialisation risks.
Strong FCF to Fund M&A: Recordati's FCF generation is very strong,
and Fitch projects Fitch-defined FCF margins of around 10%-12% over
2025-2028, reflecting its lean cost base and low capex intensity
(1% of sales). This, alongside Fitch-defined EBITDA margins of
around 35%, supports healthy profitability. Fitch expects the
company's positive FCF net of dividends will support business
expansion by acquiring mainly product rights and deploying them
into its existing network, at a Fitch-estimated annual spend of
EUR200 million-300 million. More material debt-only funded M&As
would constitute an event-risk.
Heightened Industrywide Risks: Industrywide risks are increasing.
These include potential US drug pricing reforms, as outlined in the
Executive Order signed on 12 May, potential tariffs and retaliatory
measures that could increase active pharmaceutical ingredients and
manufacturing costs, reduce pricing power in international markets,
and increase capex if supply chain adjustments are necessary. These
are event risks, but could erode Recordati's profitability and cash
flows as the company generates around 17% of its revenues from the
US.
Peer Analysis
Rossini's business risk profile is affected by its smaller scale
and weaker global footprint than industry champions, such as Hikma
Pharmaceuticals PLC (BBB/Stable), Viatris Inc. (BBB/Negative) and
diversified and innovative drug companies, such as Novartis AG
(AA-/Stable) and AstraZeneca PLC (A/Positive). High financial
leverage is a major rating constraint compared with international
peers and is reflected in Rossini's 'B' rating.
Rossini ranks ahead of other highly speculative peers ADVANZ PHARMA
HoldCo Limited (B/Stable), CHEPLAPHARM Arzneimittel GmbH
(B/Stable), Pharmanovia Bidco Limited (B-/Negative), and Neopharmed
Gentili S.p.A. (B/Stable) in scale and product diversity, Rossini
is also superior in these aspects compared with Italian contract
development and manufacturing organisations, F.I.S. Fabbrica
Italiana Sintetici S.p.A. (B/Positive) and Kepler S.p.A.
(B/Stable).
Rossini's business is mainly concentrated in Europe, but it also
has an expanding presence in other developed and emerging markets.
This, along with its diversified product portfolio and moderate
operating scale, underpins the company's 'BB' category profile,
which is more comparable with peers such as Nidda BondCo GmbH
(B/Stable) and Grunenthal Pharma GmbH & Co. Kommanditgesellschaft
(BB/Stable). However, Rossini's high financial leverage and weak
dividend coverage ratio constrain the rating.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Recordati's revenue to reach close to EUR3.2 billion by 2028,
driven by stronger organic growth in the rare diseases product
portfolio and Fitch-estimated acquisition of intellectual property
rights and in-licensing agreements
- Fitch-defined EBITDA margin at around 35%-36% to 2028
- Working-capital outflows at 2%-2.8% of sales a year
- Sustained maintenance capex at 1.3%-1.5% of sales a year
- Recordati pays dividends of EUR270 million-350 million a year
- Opportunistic acquisitions of about EUR300 million a year funded
by internal FCF
Recovery Analysis
Rossini would be considered a going concern (GC) in bankruptcy and
be reorganised rather than liquidated. Financial distress could
arise primarily from a less than sufficient dividend stream from
Recordati, which could be driven by material revenue and margin
contraction at the subsidiary, following volume losses and price
pressure, given its exposure to generic competition.
For the GC enterprise value (EV) calculation, Fitch estimates a
post-restructuring EBITDA of about EUR550 million, increased from
EUR500 million due to the recent acquisition of Enjaymo and its
revised expectations of post-restructuring sustainable EBITDA level
due to the strong performance of the underlying business. Fitch
also applies a 6.0x distressed EV/EBITDA multiple, which would
appropriately reflect Recordati's minimum valuation multiple before
considering value added through portfolio and brand management.
Fitch assumes that Rossini's 1,376 million senior secured notes
will be a debt repayment priority after the debt at Recordati, as
both are within the restricted group. After deducting 10% for
administrative claims, and in accordance with its criteria,
assuming the committed senior secured revolving credit facility of
EUR197.5 million is fully drawn prior to distress, its principal
waterfall analysis generated a ranked recovery in the Recovery
Rating 'RR4' band. This indicates a 'B' rating for Rossini's
EUR1,376 million senior secured notes, which are structurally and
contractually subordinated to debt instruments issued by Recordati
and the former's senior secured revolver.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Recordati's revenue and EBITDA becoming volatile, signalling
challenges in addressing market pressures or poorly executed M&A
with increased execution risks leading to:
- Rossini's proportional EBITDA gross leverage increasing above
7.5x on a sustained basis
- Rossini's dividend coverage ratio falling below 1.0x on a
sustained basis
- Rossini failing to maintain control over Recordati's board of
directors or dividend policy
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Recordati maintaining its strong market position with steady
EBITDA profitability and comfortably positive post-dividends FCF
leading to:
- Rossini's proportional EBITDA gross leverage sustainably below
6.0x
- Rossini's dividend coverage ratio sustainably above 1.5x
Liquidity and Debt Structure
Rossini has a concentrated funding source, relying on dividends
from Recordati. To manage timing discrepancies, the former can use
its EUR197.5 million revolving credit facility. It also has the
option to sell shares of the subsidiary in a liquidity shortfall.
The strategic goal is to meet all interest expenses at the Rossini
level with steady dividends from Recordati. In 2025, Rossini sold
its 5% share in its subsidiary and used the proceeds to partially
repay its EUR850 million notes and to partially repay a EUR250
million payment-in kind shareholder loan.
Despite the lack of restrictions on dividends in Recordati's debt
documentation, Fitch conservatively assumes that the common
dividend distributions could be limited if the subsidiary's
performance greatly deteriorates and EBITDA net leverage rises
above 3.0x.
Issuer Profile
Rossini is a holding company owned by a group of funds led by CVC,
a private equity investor, which holds a 46.8% interest in
Recordati, an Italian based international pharmaceutical company,
listed on the Milan stock exchange.
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
----------- ------ -------- -----
Rossini S.a.r.l. LT IDR B Affirmed B
senior secured LT B Affirmed RR4 B
=====================
N E T H E R L A N D S
=====================
SIGMA HOLDCO: Fitch Puts 'CCC+' Final Rating to EUR400MM Sub. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Sigma Holdco BV's EUR400 million
5.75-year senior subordinated notes a final 'CCC+' rating, with a
Recovery Rating of 'RR6'.
The final rating is in line with the expected rating that Fitch
assigned on 30 June 2025, as the pricing of the instruments and
receipt of the final documentation mainly conform to the
information received.
The senior notes, to be issued by the parent of the Flora group,
are structurally and contractually subordinated to the group's
senior secured indebtedness. The notes' security package mirrors
that of the unsecured notes, mainly consisting of the shares in
Flora Food Group B.V. held by Sigma Holdco. The proceeds are for
general corporate purposes, including refinancing EUR300 million
equivalent of senior subordinated notes due in 2026.
The rating applies only to the specific instrument. Sigma Holdco's
IDR and its debt ratings, alongside the rated debt at Flora Food
Management BV and Flora Food Management US Corp, are unaffected by
this action.
Key Rating Drivers
See Rating Action Commentary (RAC) dated 6 June 2025: 'Fitch
Affirms Flora Food Group at 'B'; Outlook Stable'.
Peer AnalysisSee Rating Action Commentary referred above.
Key Assumptions
See Rating Action Commentary referred above
Recovery Analysis
The recovery analysis assumed that Flora Food Group would remain a
going concern in restructuring and it would be reorganised rather
than liquidated in bankruptcy. Fitch assumed a 10% administrative
claim in the recovery analysis.
Fitch estimated a sustainable, post-reorganisation EBITDA of EUR560
million, on which Fitch based the enterprise value.
Fitch also assumed a distressed multiple of 6.0x, reflecting Flora
Food Group's large size, leading market position and high inherent
profitability compared with sector peers'. Fitch assumed its EUR700
million revolving credit facility would be fully drawn in a
restructuring.
Its waterfall analysis generated a ranked recovery for the
subordinated notes creditors in the 'RR6' band, indicating a 'CCC+'
debt rating, two notches below the IDR based on current metrics and
assumptions.
RATING SENSITIVITIES
See Rating Action Commentary referred above.
Liquidity and Debt Structure
See Rating Action Commentary referred above.
Issuer Profile
Flora Food Group is the world's largest multi-category, plant-based
food producer, including spreads and butter operating in more than
100 countries.
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
Sigma Holdco BV has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to a deterioration in its revenue performance
from consumer concerns in some markets about the healthiness of its
products, 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
----------- ------ -------- -----
Sigma Holdco BV
Subordinated LT CCC+ New Rating RR6 CCC+(EXP)
VINCENT MIDCO: Moody's Puts 'B2' CFR on Review for Upgrade
----------------------------------------------------------
Moody's Ratings has placed on review for upgrade Vincent Midco BV
(Vermaat or the company)'s B2 corporate family rating, its B2-PD
probability of default rating and the B2 ratings on the EUR477
million backed senior secured first lien term loan (TL) B1 due June
2030 and the EUR110 million backed senior secured first lien
revolving credit facility (RCF) due December 2029, both issued by
Vincent Bidco BV, a direct subsidiary of Vincent Midco BV.
Concurrently, Moody's have withdrawn the B2 ratings on the previous
EUR320 million backed senior secured TLB and the previous EUR110
million backed senior secured multi currency RCF, both due 2026 and
issued by Vincent Bidco BV. Previously, the outlook on both
entities was stable.
The review follows the announcement[1] that Compass Group PLC (A2
stable) has agreed to acquire Vermaat for an enterprise value of
approximately EUR1.5 billion. The transaction is unanimously
approved by the board of directors of both companies and is subject
to relevant regulatory approval and Vermaat's work council
consultation.
RATINGS RATIONALE
The ratings have been placed on review for upgrade because Vermaat
is being acquired by a company that has a stronger credit profile.
The rating review process will focus on the completion of the
proposed acquisition and the implication for Vermaat's future
capital structure, including its recently refinanced backed senior
secured first lien TL and RCF, which have extended the company's
debt maturities to 2029 and 2030. Moody's also note that Vermaat's
banking facilities include a portability test on change of control
subject to, among other conditions, a senior secured net leverage
ratio being less than 4.2x and to a closing date before June 2027.
Vermaat's current B2 CFR reflects its leading position in the Dutch
premium catering market and its increasing exposure to Germany and
France, its strong execution capabilities and its diverse end
market exposure.
The B2 rating also incorporates Moody's expectations that the
company will maintain its good operating track record such that its
credit metrics will continue to improve over the next 12-18
months.
Vermaat's B2 rating is currently constrained by its still high
revenue concentration in the Netherlands, some degree of customer
concentration and its constrained free cash flow (FCF) generation,
given its necessity to support expansion and new locations
opening.
LIQUIDITY
Vermaat's liquidity remains good. The company had EUR39 million of
cash as of March 2025 and Moody's expects the company to generate a
positive FCF, on a Moody's adjusted basis, of around EUR15 million
in 2025.
Following the recent refinancing, the EUR110 million backed senior
secured multicurrency RCF is undrawn. The RCF is subject to a
springing covenant on net leverage, fixed at 10.25x and tested only
if the facility is drawn at 40% or more. Moody's expects the
covenant to be amply met.
Vermaat does not have any debt maturities before 2029.
STRUCTURAL CONSIDERATIONS
The B2 ratings on the backed senior secured first lien TL B1 and
RCF are in line with the CFR. Both instruments benefit from
security over shares, bank accounts and intragroup loans of
material subsidiaries. Moody's typically views debt with this type
of security package to be akin to unsecured debt. Both instruments
also benefit from upstream guarantees from operating companies
accounting for at least 80% of consolidated EBITDA.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Prior to the review process, Moody's indicated that Vermaat's
ratings could be upgraded if (i) the company shows ability to
continue to generate positive organic growth and profitability
improvements such that its Moody's adjusted debt/EBITDA decreases
below 4.5x and its Moody's adjusted FCF/debt trends towards high
single digit, both on a sustainable basis; (ii) its Moody's
adjusted EBITA/ interest expenses sustainably increases to above
2.5x.
Prior to the review process, Moody's also indicated that negative
pressure on the ratings could arise if: (i) the company's operating
performance weakens, leading to a Moody's adjusted debt/EBITDA
increasing above 6x, or to a Moody's adjusted EBITA/interest
decreasing below 1.5x, all on a sustainable basis; (ii) its
liquidity deteriorates; (iii) or if the company generates close to
break-even or negative Moody's adjusted FCF.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Vermaat is the market leader in premium catering and hospitality
services in The Netherlands, with a growing presence in France and
Germany. The company is majority owned by Bridgepoint since
December 2019 and generated revenue of EUR608 million in 2024.
===========
R U S S I A
===========
REGIONAL ELECTRICAL: Fitch Affirms 'BB' LT IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Uzbekistan-based Regional Electrical
Power Networks JSC's (Regional Networks) Long-Term Issuer Default
Rating (IDR) at 'BB' with Stable Outlook.
The rating is equalised with that of Uzbekistan (BB/Stable), its
sole parent, reflecting that almost all of the electricity
distribution and sales company's debt is secured by government
guarantees or provided by the state. Fitch expects this to remain
the case.
Regional Networks' Standalone Credit Profile (SCP) of 'ccc'
reflects continuing poor standalone liquidity, weak funds from
operations (FFO) generation, unsustainable leverage and opaque
regulation. Positively, the SCP incorporates the company's dominant
position in the domestic electricity distribution market.
Key Rating Drivers
Rating Equalised with Uzbekistan: Almost 100% of Regional Networks'
debt at end-2024 was provided or guaranteed by the state and Fitch
expects this to remain the case, leading to the rating being
equalised with the state's under Fitch's Government-Related
Entities (GRE) Rating Criteria. Fitch treats funds received from
international financial institutions, which the Ministry of Finance
onlends to the company, as equivalent to government guarantees.
State-guaranteed debt falling below 75% of debt would likely lead
to the company's rating being notched down two levels below the
sovereign rating under its GRE Criteria.
Planned Assets Disposal: The government has required Regional
Networks to transfer high voltage substations and network lines
above 35 kilowatt (kW) to the national electricity transmission
operator, which is also fully state-owned. The company may dispose
16% of its end-2024 assets and deconsolidate around 8% of its
end-2024 total debt; it does not expect material changes in its
profitability because of the transaction. Fitch does not account
for the disposal in its rating case, due to material uncertainty
around the timing of the deal completion and its impact on credit
ratios, amid negotiations with the government.
Regulatory Decisions Key: Almost all Regional Networks' revenue and
around 90% of costs are regulated, underlining the considerable
influence of the regulator's decision on tariffs on the company's
financials. In May 2025, the government continued to raise energy
tariffs for households, by 33% for consumption volume below the
social norm and by 11% for consumption volume above the social
norm. The company's margin in 2025 will depend on a further
increase of the purchase tariff, on top of small 2% hike in May
2025. Fitch forecasts Regional Networks' profitability to remain
low and erratic.
Opaque Regulation: The poor regulatory framework weighs on Regional
Networks' business profile. It is characterised by low
transparency, short-term tariffs, lack of a clear framework and
political risk to tariff setting. In September 2024, the company
made an internal separation of distribution and supply functions
within its branches. The potential spin-off of supply activities to
a separate legal entity may reduce volatility of Regional Networks'
cash flows and be positive for its credit profile.
Capex Programme Drives Higher Debt: Regional Networks' business
plan incorporates an investment programme of about USD740 million
over 2025-2028, aimed at digital transformation, development and
modernisation to reduce the loss rate (around 12.5% at end-2024)
and improve efficiency. The company expects to fund investments
mostly with loans from international institutions channelled
through the state or with state-guarantees, and only 15% with own
funds. Fitch expects it to post negative free cash flow (FCF) over
2025-2028, as was the case in 2019-2024. The company has
flexibility to postpone capex.
FX Mismatch in Revenue/Debt: Regional Networks is exposed to
foreign-currency risk, with 44% of its debt at end-2024 denominated
in US dollars and 19% in Russian roubles, while most of its cash
flows are in Uzbek soum and Fitch is not aware of any mechanism to
index regulated tariffs to the FX rate. The company plans to
continue funding capex from debt raised in foreign currencies from
international institutions. FX hedging instruments are limited in
Uzbekistan. Fitch expects the Uzbek soum to gradually depreciate
against the US dollar by 6% by 2028.
'Very Strong' Responsibility to Support: Under the GRE Criteria,
Fitch assesses both decision-making and oversight and precedents of
support as 'Very Strong'. The state has strong influence on
Regional Networks' strategy and operations by approving its
investment plans and setting electricity sale and purchase tariffs.
It directly provides or guarantees nearly all the company's debt on
top of equity injections, subsidies, providing loans at below
market rates and favourable refinancing terms.
Incentive to Support: Fitch assesses preservation of government
policy role as 'Strong' as a Regional Networks default may
temporarily endanger the continued provision of services due to its
social function, big infrastructure renovation programme and large
workforce. Contagion risk is 'Not Strong Enough' as most of debt is
directly from the state or state banks, and its size is fairly
limited.
Peer Analysis
Similar to Thermal Power Plants Joint Stock Company (BB/Stable,
SCP: ccc) and UzbekHydroEnergo JSC (BB/Stable; SCP: b+), Regional
Networks benefits from almost all its debt being provided or
guaranteed by the state, which justifies the rating equalisation
with the state.
On a standalone basis, Regional Networks has a substantially weaker
business profile than Kazakhstan Electricity Grid Operating Company
(KEGOC, BBB/Stable, SCP: bbb-), a transmission operator in
Kazakhstan, as the latter benefits from stronger regulation and a
less depreciated asset base. Moreover, KEGOC has a materially
stronger financial profile than Regional Networks due to stronger
liquidity, higher profitability, lower leverage, a limited share of
FX-denominated debt, and more established financial policies.
Key Assumptions
Key Assumptions within Its Rating Case for the Issuer
- Domestic GDP growth of about 6% on average a year between 2025
and 2028
- Average US dollar/Uzbek soum exchange rate at around 13,200 over
2025-2028
- Electricity sale volume rises of 2%-3% annually over 2025-2028
- Tariff growth for legal entities below inflation over 2025-2028
- Tariff increases of 39% for households in 2025, and then at
inflation level
- Electricity purchase tariff to increase by around 8% in 2025 and
in line with average sale tariff from 2026
- Capex of USD740 million over 2025-2028
- No dividends
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sovereign downgrade
- Guaranteed debt falling below 75% of debt, which would lead to a
downgrade assuming unchanged SCP and government links
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sovereign upgrade, assuming the government continues
guaranteeing over 75% of debt
- A more transparent and predictable operating and regulatory
framework (including implementation of multi-year tariffs),
alongside a stronger financial profile (funds from operations gross
leverage below 7x on a sustained basis) and improved liquidity,
which could be positive for the SCP
For Uzbekistan sensitivities (26 June 2025): see Rating Action
Commentary.
Liquidity and Debt Structure
At end-2024, Regional Networks had cash and cash equivalents of
UZS0.7 trillion against short-term debt of UZS2.2 trillion. Fitch
expects the company to continue refinancing or rolling over loans
with the state and state banks. At end-2024, almost all of the
company's debt was loans provided or guaranteed by the state, while
the rest was from state-owned UzpromstroyBank. Debt repayment is
partially embedded in the tariff formula.
Fitch expects the state to continue supporting the company's
liquidity by providing subsidies for capex, budget loans at below
market rates, guaranteeing investment loans or offering favourable
refinancing terms. The state also controls the mechanism for
splitting the customer bill between parties of the electricity
value chain and managing the company's accounts payables.
Issuer Profile
Regional Networks is a distribution service operator and
electricity sales company in Uzbekistan, which purchases
electricity from the single buyer, state-owned Uzenergosotish JSC,
and then distributes or sells to customers. It employs around
30,000 people and distributes an estimated 65 terawatt-hours of
electricity annually.
Public Ratings with Credit Linkage to other ratings
Regional Networks' ratings are linked to Uzbekistan's IDRs.
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
Regional Electrical has an ESG Relevance Score of '4' for Financial
Transparency due to delays in the publication of IFRS accounts
compared with international best practice and the absence of
interim IFRS reporting. The lack of transparency limits its ability
to assess the company's financial condition, which has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Regional Electrical
Power Networks JSC LT IDR BB Affirmed BB
UZAUTO MOTORS: S&P Affirms Then Withdraws 'B+/B' Ratings
--------------------------------------------------------
S&P Global Ratings affirmed its 'B+'/'B' ratings on
Uzbekistan-based UzAuto Motors JSC (UAM) with a developing outlook.
S&P also affirmed UAM's 'B+' issue ratings. S&P has subsequently
withdrawn all its ratings at the company's request.
At the time of the withdrawal, the developing outlook balances the
group's strong market position in Uzbekistan and refinancing risk.
Lack of progress with refinancing the bond due May 2026
significantly weakened UAM's liquidity position and creates ratings
pressure. S&P understands the company is contemplating issuing a
new bond, but there is still uncertainty over the timing of
issuance, which exposes the company to the risk of volatile
financial markets.
That said, completion of refinancing should unlock ratings upside,
supported by UAM's market position and moderate leverage. Even
though the company's dominant market position is now challenged by
intensifying market competition from Chinese and South Korean
brands such as Chery, HAVAL, Hyundai, KIA, and BYD, S&P believes
UAM will sustain a market share of at least 70% in 2025-2026,
compared with about 88% in 2024.
S&P said, "In our current base case, we project the company will
generate S&P Global Ratings-adjusted EBITDA of about $350 million
and sustain an S&P Global Ratings-adjusted EBITDA margin of 9%-10%
over 2025-2026, compared with 10.1% in 2024, thanks to enhanced
scale and production localization. This should translate into FFO
to debt of 50%-55% in the next two years, despite a revenue decline
of 5%-10%.
"We continue to assess UAM's likelihood of government support as
moderately high, which does not provide any benefit to UAM's
stand-alone credit profile. UzAuto Motors has a strong link with
the government, driven by its 100% state ownership." Although the
company was recently mentioned again in the Presidential decree as
one of the first candidates for privatization, as long as the
government maintains its stake, it has incentives to support the
company.
===========
S E R B I A
===========
SERBIA: Fitch Affirms 'BB+' Foreign-Currency IDR, Outlook Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Serbia's Long-Term Foreign-Currency
(LTFC) Issuer Default Rating (IDR) at 'BB+' with a Positive
Outlook.
Key Rating Drivers
Credit Fundamentals: Serbia's ratings are supported by a sound
policy mix, including a record of prudent fiscal management,
strengthened international reserves and stronger GDP per capita
compared with the 'BB' median. Set against these factors are the
state's greater reliance on external funding than peers, which
implies a high share of foreign-currency-denominated public debt,
high banking sector euroisation and big current account deficits
(CAD).
Positive Outlook: The Positive Outlook reflects solid,
investment-led economic growth, underpinned by the "Leap into the
Future - Serbia Expo 2027" plan, continued government debt
reduction, a strengthened external position and sound management of
the recent inflation shock. However, increased domestic political
uncertainty creates risks for the economic outlook, having already
contributed to pressures on FX reserves in early 2025.
High Political Uncertainty: Student-led protests have continued
across Serbia since the infrastructure accident in Novi Sad in
November 2024 and even intensified with clashes with police at
end-June. Protesters have broad demands, but these have not been
formalised into a political agenda or movement. The results of June
local elections indicate high social polarisation. While the ruling
SNS party won the votes, the opposition achieved strong results,
though it remains highly fragmented.
Presidential elections are due in spring 2027 and parliamentary
elections by end-2027, but recent statements by President Vucic
suggest that early elections remain a possibility. After Milos
Vucevic resigned as prime minister in January, the new cabinet led
by Duro Macut was appointed in April and remains committed to a
sound macroeconomic and fiscal policy mix. However, domestic
political considerations and the potential timing of elections
could lead to additional fiscal easing.
Weaker Short-Term Growth Outlook: Fitch revised its 2025 growth
forecast down to 3%, from 4.2% projected in a January review, given
weaker than expected outturns, high domestic political and global
trade uncertainty. In 1Q25, real GDP growth eased to 2% yoy (-0.6%
qoq) on slower household spending and a decline in fixed
investment. Social protests weighed on consumer and investor
sentiment, amid lower remittances and FDI inflows. Fitch expects
growth to improve over the rest of the year, though downside risks
persist due to the indirect effect of US tariff increases,
potential sanctions on NIS, the Serbian oil company, and uncertain
agriculture output.
Investment to Support Growth: Fitch projects growth to accelerate
to 3.7% in 2026 and 4.2% in 2027, underpinned by a large pipeline
of public and private investment, and spillovers into tourism and
household spending in 2027. The 'Leap into the Future' plan
includes EUR17.8 billion (20% of 2025 GDP) of public investment
projects centred on the Belgrade Expo 2027, with EUR8 billion spent
by the end of 2024. Despite political uncertainty, projects
directly linked to the Expo site are on time, with delays for
others. The authorities have a reasonably good record of project
implementation, although Fitch expects some under-execution of
budgeted capex.
Larger Fiscal Deficits: Fitch expects the fiscal deficit to widen
to 3% of GDP in 2025, from 2% in 2024, in line with the peer
median, amid a weaker economic growth outlook. Fitch expects the
government will be able to accommodate any potential revenue
shortfall, given flexibility to adjust capex. Fitch expects the
fiscal deficit to narrow to 2.7% in 2026-2027, in line with the
'BB' median, as growth picks up and Fitch anticipates some
expenditure under-execution. Capex is budgeted at 7% of GDP on
average annually between 2025 and 2027.
Modest Decline in Debt: Fitch forecasts general government debt/GDP
will decline to 46.1% in 2027, from 47.5% in 2024, below the 'BB'
and 'BBB' medians. The debt reduction will be from a higher staring
point than projected in January and will be slower due to lower
nominal GDP growth and wider primary deficits averaging 0.6% of
GDP.
Serbia's government is heavily reliant on external financing, which
represents 71% of the debt stock and explains a high 78% share of
debt in foreign currencies, though currency risk is largely
mitigated by a credible, stabilised exchange rate with respect to
the euro (in which most debt is denominated). Very high central
government deposits (at 8.7% of GDP at end-April 2025) give Serbia
flexibility to cover its financing needs.
Wider CAD, Lower FDI Inflows: Balance of payments data for 5M25
show the CAD widening relative to 2024 due to an investment-driven
rise in the import bill, and net FDI inflows declining. Fitch
expects the CAD to widen to 5.3% of GDP in 2025 and 5.6% in 2026,
from 4.7% in 2024, before narrowing to 4.5% in 2027. Fitch projects
the net FDI to average 4.3% of GDP in 2025-2027, with other
financial flows covering the gap. The rising import bill means that
reserves-to-current external payments will decline to 5.8 months in
2025 (versus 'BB' median at 4.8 months) and further to 5.3 months
in 2027.
Inflation to Stay Within Target: Headline inflation moved within
the upper range of the inflation target (a range 1.5pp either side
of 3%) in 1H25 and was driven by persistent, although easing,
services inflation and accelerating food prices. In the remainder
of the year, food prices will continue to put upward pressure on
inflation, given a likely below-average agriculture season. Fitch
sees inflation on average at 4.3% in 2025, 3.5% in 2026 and 3.1% in
2027. The National Bank of Serbia has kept rates stable at 5.75%
since September 2024 and Fitch expects it to remain cautious and
cut the policy rate by 25bp in 2025 and 100bp in 2026, amid
external and domestic pressures.
ESG - Governance: Serbia has an ESG Relevance Score (RS) of '5' for
Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption.
These scores reflect the high weight that the World Bank Governance
Indicators (WBGI) have in its proprietary Sovereign Rating Model.
Serbia has a medium WBGI ranking at 48th percentile, reflecting a
moderate level of rights for participation in the political
process, moderate institutional capacity and rule of law and
perception of corruption is high.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Macro: Weaker economic growth or macroeconomic instability, for
example, from prolonged domestic political uncertainty and/or
geopolitical risks
- External Finances: An increase in external pressures, leading to
a fall in FX reserves
- Public Finances: An increase in general government debt/GDP, for
example, due to a structural fiscal loosening and/or substantial
capital spending overruns
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Macro: Greater confidence that current domestic political
instability will not derail the solid growth outlook or undermine
macroeconomic stability
- Structural: An improvement in governance, potentially
incorporating steps that would smooth EU accession prospects
Sovereign Rating Model (SRM) and Qualitative Overlay (QO)
Fitch's proprietary SRM assigns Serbia a score equivalent to a
rating of 'BBB-' on the LTFC IDR scale.
Fitch's sovereign rating committee adjusted the output from the SRM
score to arrive at the final LTFC IDR by applying its QO, relative
to SRM data and output, as follows:
- Structural: -1 notch, to reflect current high level of domestic
political uncertainty that may have a negative impact on the growth
outlook and external finances.
Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.
Country Ceiling
The Country Ceiling for Serbia is 'BBB-', one notch above the LTFC
IDR. This reflects moderate constraints and incentives, relative to
the IDR, against capital or exchange controls being imposed that
would prevent or significantly impede the private sector from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.
Fitch's Country Ceiling Model produced a starting point uplift of
zero notches above the IDR. Fitch's rating committee applied a +1
notch qualitative adjustment under the Long-Term Institutional
Characteristics pillar, reflecting the importance of FDI to
Serbia's open economy and the EU accession process.
ESG Considerations
Serbia has an ESG Relevance Score of '5' for Political Stability
and Rights as WBGIs have the highest weight in Fitch's SRM and are,
therefore, highly relevant to the rating and a key rating driver
with a high weight. As Serbia has a percentile rank below 50 for
the respective Governance Indicator, this has a negative impact on
the credit profile. Political risk has increased amid ongoing
social protests.
Serbia has an ESG Relevance Score of '5' for Rule of Law,
Institutional and Regulatory Quality and Control of Corruption as
WBGIs have the highest weight in Fitch's SRM and are, therefore,
highly relevant to the rating and a key rating driver with a high
weight. As Serbia has a percentile rank below 50 for the respective
Governance Indicators, this has a negative impact on the credit
profile.
Serbia has an ESG Relevance Score of '4' for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
WBGIs is relevant to the rating and a rating driver. As Serbia has
a percentile rank below 50 for the respective Governance Indicator,
this has a negative impact on the credit profile.
Serbia has an ESG Relevance Score of '4[+]' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Serbia, as for all sovereigns. As Serbia has
track record of 20+ years without a restructuring of public debt as
captured in its SRM variable, this has a positive impact on the
credit profile.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Serbia LT IDR BB+ Affirmed BB+
ST IDR B Affirmed B
LC LT IDR BB+ Affirmed BB+
LC ST IDR B Affirmed B
Country Ceiling BBB- Affirmed BBB-
senior
unsecured LT BB+ Affirmed BB+
Senior
Unsecured-
Local currency LT BB+ Affirmed BB+
===========
T U R K E Y
===========
TURKIYE: Fitch Affirms 'BB-' Foreign-Currency IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Turkiye's Long-Term Foreign-Currency
(LTFC) Issuer Default Rating (IDR) at 'BB-', with a Stable
Outlook.
Key Rating Drivers
Fundamental Credit Strengths and Weaknesses: Turkiye's ratings
reflect a record of high inflation and political interference in
monetary policy, low external liquidity relative to its high
financing requirements, and weaker governance compared with peers.
Set against these factors are its low government debt, record of
sustaining access to external financing, resilient banking sector
and high GDP per capita relative to the 'BB' peer group median.
Policy Response to Political Shock: Monetary policy tightening
helped contain external pressures driven mainly by non-resident
capital outflows triggered by the arrest of Ekrem İmamoğlu,
Istanbul mayor and most prominent opposition figure, in March, and
the resulting public protests. Measures taken by the Central Bank
of Turkiye (CBRT) included lifting the policy interest rate by
350bp, to 46% - supporting its view of the authorities' near-term
commitment to the disinflation process - and FX interventions of
close to USD50 billion to stabilise the lira.
Greater Policy Risk from 2026: In its view, the monetary policy
framework nevertheless remains a key ratings weakness, reflecting a
lack of independence and the recent history of ultra-loose,
unorthodox and destabilising policy that was likely influenced by
President Recep Tayyip Erdogan's view of interest rates.
Fitch's base case is for policy to remain fairly tight through
2026, including a real policy interest rate of 7% at end-2025, the
continued use of macroprudential tools, notably limits on credit
growth, further but more gradual real exchange rate appreciation,
and moderate fiscal consolidation. Fitch anticipates easing ahead
of presidential elections scheduled for May 2028 but not a return
to highly negative real rates, although there is significantly more
uncertainty and risk to policy settings after next year.
Still Very High Inflation: Fitch forecasts inflation, which more
than halved to 35% in the year to June, will fall further, to 28%,
at end-2025, and 21% at end-2026, although this is still the
highest of any sovereign Fitch rates. Inflation expectations for
one year ahead have declined but remain high, particularly for
households. Alongside still-volatile market sentiment, this
increases the risk that any pronounced policy loosening would
trigger renewed inflationary pressure and resulting macro-financial
and external stress.
Buffers Partially Recover since May: Net international reserves,
excluding swaps, fell by USD48.8 billion from mid-March to early
May, to USD13.7 billion, before partially recovering, to USD40.9
billion, in early July. However, this is still USD106.5 billion
above the low of March 2024, with last year's unwinding of FX swaps
with local banks improving the quality of gross reserves (which
rose USD43.1 billion to USD166.2 billion). The stronger external
position relative to 1Q24 reflects a fall in dollarisation, capital
inflows and improved access to external finance.
International Reserves Broadly Preserved: Fitch forecasts the
current account deficit to widen 0.4pp in 2025, to 1.2% of GDP and
to 1.5% in 2026, on firmer imports and the drag to exports from
real exchange rate appreciation. Fitch projects moderate capital
inflows and gross international reserves at 4.4 months of current
external payments in 2027, slightly below the end-2024 position and
the 'BB' median, both 4.7 months.
Still-Large External Financing Requirement: Turkiye's external debt
(including trade credits) maturing over the next 12 months (as of
end-May) was USD222 billion, which is high relative to its FX
reserves, with an international liquidity ratio of 80%, well below
the 'BB' median of 154%. The resulting risk is mitigated by the
resilience of sovereign and private sector access to external
finance over an extended period. Fitch expects the rollover rates
of bank and corporate external debt of 115% and 157%, respectively,
at end-May (on a six-month rolling basis) will remain robust.
Weaker Governance: Turkiye's governance ranking, as measured by
World Bank indicators, continued to decline over the last decade,
to the 32nd percentile, well below the 'BB' median of the 44th
percentile. A number of opposition Republican People's Party (CHP)
mayors have been arrested on corruption charges since March, its
party chair is being prosecuted and there is a risk that jailing
another high-profile presidential rival could reignite public
protests and market volatility.
Geopolitical Risks Ease: The Kurdistan Workers' Party (PKK)
announcement in May that it plans to disband, along with the fall
of Bashar al-Assad's government in Syria, should reduce security
risks and moderately improve international relations, particularly
with the US. Nevertheless, the volatile regional security
environment and Turkiye's active foreign policy continues to pose
geopolitical challenges. There is a possibility that reconciliation
efforts open a path to a deal with DEM, the main Kurdish party, to
help secure the 360 parliamentary seats needed in the event
President Erdogan seeks an early election.
Fall in FX Contingent Liabilities: The share of FX-protected lira
deposits has fallen sharply, to USD14 billion (2.4% of deposits) in
June 2025, from USD144 billion (26.2%) in August 2023, and is set
to be eliminated. The bank deposit dollarisation ratio also dropped
to 38%, closer to the 'BB' median of 33%, from a peak of 62% at
end-2021.
Low Government Debt, Narrowing Deficit: Fitch forecasts the general
government deficit will narrow by near 1pp in 2025, to 4% of GDP,
helped by a 0.9pp fall in earthquake-related spending but with
weaker-than-budgeted revenue and higher interest costs, and further
to 3.5% of GDP in 2026. Debt interest/revenue is projected to
increase by 2.4pp in 2025, to 11.9%, above the 'BB' median of
11.1%. Fitch forecasts that general government debt/GDP will rise
by 0.7pp in 2025, to 25.4%, and to 26.4% in 2027, still around half
the projected 'BB' median of 53.9%. The share of central government
debt denominated in foreign-currency fell to 55% in May 2025, from
64% at end-2023.
Growth Slows This Year: Fitch projects GDP growth will moderate to
2.9% in 2025, before quickening to 3.5% in 2026 and 4.2% in 2027,
partly reflecting the steady easing of monetary and credit
conditions, marginally above its assessment of the trend rate.
Turkiye has a low exposure to US tariffs. Fitch does not anticipate
significant structural reforms before the presidential elections.
ESG - Governance: Turkiye has an ESG Relevance Score (RS) of '5'
for both Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption.
These scores reflect the high weight that the World Bank Governance
Indicators (WBGI) have in its proprietary Sovereign Rating Model
(SRM). Turkiye has a low WBGI ranking at the 32nd percentile,
reflecting a moderate level of rights for participation in the
political process, moderate but deteriorating institutional
capacity due to increased centralisation of power in the office of
the president and weakened checks and balances, uneven application
of the rule of law and a moderate level of corruption.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Macro: Renewed inflationary pressures and increased balance of
payments and macro-financial risks, for example, as a result of a
destabilising policy easing cycle or a return to an unconventional
policy mix
- External: A rapid decline in international reserves or a
significant deterioration in the composition of reserves, for
example due to a wider current account deficit, reduced market
confidence and/or a sharp rise in deposit dollarisation
- Structural: Deterioration of the domestic political or security
situation or international relations that affects the economy and
external finances
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Macro: Sustained decline in inflation that reduces the gap with
rating peers underpinned by enhanced policy credibility, and a
lower risk of renewed macro-instability
- External: Significant strengthening of the sovereign's external
buffers, especially if combined with a sustained reduction in
external financing requirements
- Structural: Lower risk of a domestic political shock negatively
affecting social stability and investor confidence, or measures
that support an improved outlook for governance and institutional
strength
Sovereign Rating Model (SRM) and Qualitative Overlay (QO)
Fitch's proprietary SRM assigns Turkiye a score equivalent to a
rating of 'BB' on the LTFC IDR scale.
Fitch's sovereign rating committee adjusted the output from the SRM
score to arrive at the final LTFC IDR by applying its QO, relative
to SRM data and output, as follows:
- Macro: -1 notch, to reflect weak monetary policy relative to 'BB'
peers due to a track record of political interference, and the risk
that lower but still high inflation could reignite macro financial
and balance of payments pressures in the event of policy mistakes
or reversal.
Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.
Country Ceiling
The Country Ceiling for Turkiye is 'BB-', in line with the LTFC
IDR. This reflects no material constraints and incentives, relative
to the IDR, against capital or exchange controls being imposed that
would prevent or significantly impede the private sector from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.
Fitch's Country Ceiling Model produced a starting point uplift of
'0' notches above the IDR. Fitch's rating committee did not apply a
qualitative adjustment to the model result.
ESG Considerations
Turkiye has an ESG Relevance Score of '5' for Political Stability
and Rights as WBGI have the highest weight in Fitch's SRM and are
therefore highly relevant to the rating and a key rating driver
with a high weight. As Turkiye has a percentile rank below 50 for
the respective Governance Indicator, this has a negative impact on
the credit profile.
Turkiye has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
WBGI have the highest weight in Fitch's SRM and are therefore
highly relevant to the rating and are a key rating driver with a
high weight. As Turkiye has a percentile rank below 50 for the
respective Governance Indicators, this has a negative impact on the
credit profile.
Turkiye has an ESG Relevance Score of '4' for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
WBGI is relevant to the rating and a rating driver. As Turkiye has
a percentile rank below 50 for the respective Governance Indicator,
this has a negative impact on the credit profile.
Turkiye has an ESG Relevance Score of '4+' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Turkiye, as for all sovereigns. As Turkiye
has track record of 20+ years without a restructuring of public
debt and captured in its SRM variable, this has a positive impact
on the credit profile.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Turkiye LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Country Ceiling BB- Affirmed BB-
senior
unsecured LT BB- Affirmed BB-
Senior
Unsecured-
Local currency LT BB- Affirmed BB-
Hazine Mustesarligi
Varlik Kiralama
Anonim Sirketi
senior
unsecured LT BB- Affirmed BB-
===========================
U N I T E D K I N G D O M
===========================
ADVANCED COMPOSITES: Forvis Mazars Named as Joint Administrators
----------------------------------------------------------------
Advanced Composites & Engineering Technology Limited was placed
into administration proceedings in the High Court of Justice
Business and Property Courts in Birmingham, Insolvency and
Companies List (ChD) Court Number: CR-2025-BHM-000356, and Scott
Christian Bevan and Simon David Chandler of Forvis Mazars LLP, were
appointed as joint administrators on July 16, 2025.
Advanced Composites, trading as ACE Technology, specialized in
composite engineering.
Its registered office is at St George's House, 14 George Street,
Huntingdon, Cambridgeshire, PE29 3GH.
Its principal trading address is at Unit A, Sawtry Business Park,
Sawtry, Cambridgeshire, PE28 5GQ; Glebe Road, St Peters Road,
Huntingdon, PE29 7DS.
The joint administrators can be reached at:
Scott Christian Bevan
Simon David Chandler
Forvis Mazars LLP
1st Floor, Two Chamberlain Square
Birmingham, B3 3AX
Further details contact:
The Joint Administrators
Tel: 0121 232 9660
Alternative contact: Jaspriya Panesar
ARGENTEX CAPITAL: Begbies Traynor Named as Administrators
---------------------------------------------------------
Argentex Capital Limited was placed into administration proceedings
in the High Court of Justice Business and Property Courts of
England and Wales, Insolvency and Companies List (ChD) Court
Number: CR-2025-004948, and Gary Paul Shankland, Irvin Cohen and
Robert Ferne of Begbies Traynor (Central) LLP, were appointed as
administrators on July 18, 2025.
Argentex Capital offered business and financial services.
Its registered office is at 25 Argyll Street, London, W1F 7TU.
The administrators can be reached at:
Robert Ferne
Gary Paul Shankland
Irvin Cohen
Begbies Traynor (Central) LLP
31st Floor, 40 Bank Street
London, E14 5NR
Any person who requires further information may contact:
Andrew Isaacs
Begbies Traynor (London) LLP
E-mail: andrew.isaacs@btguk.com
Tel No; 020 7516 1500
EM MIDCO 2: S&P Alters Outlook to Negative, Affirms 'B' Ratings
---------------------------------------------------------------
S&P Global Ratings revised the outlook on U.K.-based materials
testing and product-qualification services provider EM Midco 2
(Element) to negative from stable and affirmed its 'B' ratings on
the company and its secured term debt. The recovery rating remains
at '3'.
S&P said, "The negative outlook reflects our view that
weaker-than-expected operating performance over the last two years
has resulted in delayed deleveraging and stretched headroom at the
current rating level. Should there be any underperformance in 2025
trading and insufficient improvement in the reduction of
exceptional costs compared to our updated base case, we see there
is a one-in-three chance of lowering our rating in the next 12
months.
"The outlook revision reflects our view that following a
weaker-than-expected 2024 operating performance and absent any
recovery in 2025 trading, we see there is a one-in-three chance of
lowering our rating in the next 12 months. In 2024, Element
delivered a modest improvement in revenue and EBITDA, reflecting a
solid first half performance but more than offset by headwinds and
weaker trading momentum in the second half. Clear management
actions have been in place since the third quarter of 2024 to
right-size the cost base and address some operational challenges,
primarily through reducing headcount, simplifying the organization,
and consolidating the laboratory footprint. Although there are some
early signs of accelerating trading momentum, we anticipate the
evolving macroeconomic uncertainty, challenging market conditions,
and operational difficulties could present risks to the business
recovery and leaves little headroom for any underperformance. In
our view, an improvement in operating performance will likely
require strong commercial pipeline, good operational discipline,
and robust cost control, which Element is on track to demonstrate
and translate into tangible financial results and sustained
profitable growth. Meanwhile, we expect Element will benefit from
its end market and geographical diversification to weather the
storm.
"In our view, the improvement in credit metrics commensurate with
the current ratings could be delayed until 2026 due to softer
trading and prolonged exceptional costs. Since Temasek's ownership
in 2022, Element experienced several trading and operational
issues, including end-market downturns, longer-than-expected
integration of National Technical Systems, persistent inflationary
pressure, and selective laboratory underperformance, of which most
were identified and addressed on a timely manner but inevitably
came with high level of exceptional costs, ultimately weighing on
the operating performance and earnings generation of the business.
Although there were credit positive events in 2024 that
demonstrated the shareholder's commitment to the current rating, we
think that there is a risk for softer than currently forecast
trading and prolonged exceptional costs to persist and postpone any
sustained improvement in profitability, ultimately hindering the
company's deleveraging ability. In our base case, we estimate
Element's S&P Global Ratings-adjusted leverage will remain elevated
at 7.0x-8.0x in 2025, with a potential extension in the
deleveraging timeline compared with our previous base case. As a
result, we anticipate weaker-for-longer credit metrics than we
previously forecast, with stretched headroom at the current 'B'
rating level and delayed recovery in credit metrics by about 12
months.
"Our ratings on Element are constrained by weak FFO cash interest
coverage and negative FOCF to date although we expect these credit
metrics to materially improve in 2026. Following the about $2
billion equity injection in 2023-2024 and subsequently the term
loan repricing in the third quarter of 2024, we anticipate the
lower margin and debt quantum will help strengthen FFO cash
interest coverage in 2025-2026, although a one-off tax payment from
the 2024 disposal will temporarily limit the interest coverage
improvement in 2025. At the same time, we understand Element is now
in the investment phase of its growth cycle and therefore we
anticipate a high level of capital expenditure (capex) into new
strategic capabilities and growth areas in the coming quarters. As
such, we forecast FOCF to remain negative until 2026, with
corresponding spending primarily funded from existing cash on
balance sheet and internal cash flow through this period. Once the
one-off impact diminishes and absent any further deterioration in
underlying business performance, we expect Element's interest
coverage and cash flow ratios to materially improve in 2026 toward
levels where we view as consistent with a 'B' rating.
"The negative outlook reflects our view that weaker-than-expected
operating performance over the last two years has resulted in
delayed deleveraging and stretched headroom at the current rating
level. Should there be any underperformance in 2025 trading and
insufficient improvement in the reduction of exceptional costs
compared to our updated base case, we see there is a one-in-three
chance of lowering our rating in the next 12 months."
S&P could lower the ratings if:
-- FFO cash interest coverage remains persistently below 2.0x;
-- FOCF remains negative on a sustained basis with no signs of
recovery; and
-- The group underperformed our base case, and alongside
aggressive financial policy decisions, such that leverage increases
beyond our expectation and result in material deterioration of
deleveraging prospects.
S&P could revise the outlook to stable if Element's operating
performance strengthens, with sustained positive FOCF and FFO cash
coverage improving toward 2.0x.
GRAND VILLAGE: JT Maxwell Named as Administrator
------------------------------------------------
Grand Village Imperial Limited was placed into administration
proceedings in the High Court of Justice Business & Property Court
No CR-2025-MAN-001034, and Andrew Ryder of JT Maxwell Limited was
appointed as administrator on July 22, 2025.
Grand Village specialized in licensed restaurants.
Its registered office is at 264 Banbury Road, Oxford, OX2 7DY.
Its principal trading address is at Unit E3/4 Bicester Shopping
Park, Kelso Road, Bicester, OX26 1ES.
The administrator can be reached at:
Andrew Ryder
JT Maxwell Limited
Po Box 160, Blyth
NE24 9GP
For further details, contact:
Email: corporate@jtmaxwell.co.uk
Tel No: 02892 448 110
VILLAGE SUPER: JT Maxwell Named as Administrator
------------------------------------------------
Village Super Ltd was placed into administration proceedings in the
High Court of Justice Business & Property Court Court Number:
CR-2025-MAN-001035, and Andrew Ryder of JT Maxwell Limited was
appointed as administrator on July 22, 2025.
Village Super specialized in the retail sale of food in specialised
stores.
Its registered office is at 264 Banbury Road, Oxford, OX2 7DY.
Its principal trading address is at Unit D Bicester Shopping Park,
Kelso Road, Bicester, OX26 1ES.
The administrator can be reached at:
Andrew Ryder
JT Maxwell Limited
PO Box 160, Blyth
NE24 9GP
For further details, contact:
JT Maxwell Limited
Email: corporate@jtmaxwell.co.uk
Tel No: 02892 448 110
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2025. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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contact Peter Chapman at 215-945-7000.
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