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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
Friday, August 1, 2025, Vol. 26, No. 153
Headlines
A R M E N I A
EXPORT INSURANCE: Moody's Alters Outlook on 'Ba3' IFSR to Stable
NAIRI INSURANCE: Moody's Affirms 'B1' IFS Rating, Outlook Stable
F I N L A N D
AMER SPORTS: Moody's Upgrades CFR to Ba1, Outlook Stable
F R A N C E
ALMAVIVA DEVELOPPEMENT: Fitch Affirms 'B' IDR, Outlook Stable
EN6 SAS: S&P Downgrades ICR to 'B-', Outlook Stable
OPMOBILITY SE: S&P Affirms 'BB+' ICR on Good First-Half Results
I R E L A N D
ARES EUROPEAN VIII: S&P Affirms 'B-(sf)' Rating on Class F-R Notes
CARLYLE EURO 2025-AE: S&P Assigns B- (sf) Rating to Class E Notes
DRYDEN 66 2018: S&P Assigns B- (sf) Rating to Class F-R Notes
HARVEST CLO XX: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F-R-A Notes
HARVEST CLO XX: S&P Assigns Prelim B- (sf) Rating to Cl. F-R Notes
INVESCO EURO X: S&P Assigns B- (sf) Rating to Class F-R Notes
INVESCO EURO XV: S&P Assigns B- (sf) Rating to Class F Notes
RINGSEND PARK: S&P Assigns B- (sf) Rating to Class F Notes
SIGNAL HARMONIC V: S&P Assigns B- (sf) Rating to Class F Notes
I T A L Y
FULVIA SPV: Fitch Assigns 'BB+sf' Final Rating to Class E Notes
NEXTURE SPA: S&P Assigns 'B' Long-Term ICR, Outlook Stable
K A Z A K H S T A N
BANK CENTERCREDIT: S&P Affirms 'BB/B' ICRs, Outlook Stable
KAZAKHTELECOM: S&P Alters Outlook to Stable, Affirms 'BB' ICR
L U X E M B O U R G
CULLINAN HOLDCO: S&P Places 'B-' Long-Term ICR on Watch Negative
N E T H E R L A N D S
MV24 CAPITAL: S&P Affirms 'BB+' Notes Rating, Alters Outlook to Neg
N O R W A Y
NORDIC PAPER: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
R U S S I A
TURKMENISTAN: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
S P A I N
CAIXABANK CONSUMO 6: Moody's Affirms B3 Rating on EUR220MM B Notes
S W E D E N
INTRUM AB: Moody's Upgrades CFR & Global Senior Notes to Caa2
S W I T Z E R L A N D
BREITLING: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
GLOBAL BLUE: S&P Withdraws 'B+' ICR Following Debt Repayment
T U R K E Y
TURKEY: Moody's Upgrades Issuer & Senior Unsecured Ratings to Ba3
U N I T E D K I N G D O M
WOLSELEY GROUP: S&P Assigns 'B' ICR on Refinancing Transaction
[] UK: Kroll Comments on Government's Small Business Plan
X X X X X X X X
[] BOOK REVIEW: The Titans of Takeover
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A R M E N I A
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EXPORT INSURANCE: Moody's Alters Outlook on 'Ba3' IFSR to Stable
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Moody's Ratings affirmed the Ba3 insurance financial strength
ratings (IFSR) and b1 Baseline Credit Assessment (BCA) of Export
Insurance Agency of Armenia ICJSC (EIAA) and changed the outlook to
stable from negative.
RATINGS RATIONALE
The change in outlook to stable from negative reflects the
stabilization of EIAA's standalone credit profile, driven by
stronger reinsurance protection from Swiss Reinsurance Company Ltd
(Swiss Re, Aa3 IFSR, stable). Since 2025, Swiss Re has covered most
of EIAA's exposures, including those related to exports to Russia
and Belarus which were not covered in 2023-2024.
The stable outlook also reflects the gradual recovery in business
volumes since 2024, with insurance revenue increasing 29% in 2024
following a material contraction in 2023. It also reflects
improving geographical diversification with net exposure to Russia
having decreased to 29% of total net exposures, compared to 85% in
2022.
Additionally, the stable outlook mirrors the stable outlook on the
Government of Armenia (Ba3). It reflects EIAA's government
ownership, its reliance on Armenian exporters for revenue and
operating profits, and the concentration of its investment
portfolio in Armenian government bonds and deposits with Armenian
banks.
The affirmation of EIAA's b1 BCA reflects the insurer's continued
strong capital adequacy relative to its net total exposures,
considering that most of these exposures are reinsured by Swiss Re.
EIAA's shareholders' equity as a proportion of total assets
(equity-to-assets ratio) remained high at around 76% at the end of
2024.
The Ba3 IFSRs reflect a moderate probability of support from the
Government of Armenia (Ba3 stable), resulting in a one-notch uplift
from the b1 BCA. EIAA is currently the only export insurance
company in Armenia, established by the government to promote
Armenian exports under the country's export-oriented industrial
policy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
EIAA's IFSRs are currently aligned with the rating on the
Government of Armenia, which limits upward potential, particularly
given the stable outlook on the sovereign.
The rating could be downgraded in case of downgrade of the
sovereign rating, lower support assumption, or weaker stand-alone
assessment of the company.
PRINCIPAL METHODOLOGY
The methodologies used in these ratings were Trade Credit Insurers
published in April 2024.
There is a four-notch difference between the Unadjusted Score and
the Final Adjusted Score. This differential reflects adjustments to
account for the company's modest scale and weak underwriting
performance. Additional adjustments were applied to asset quality
and capital adequacy to reflect the concentration of investments in
Armenian assets.
NAIRI INSURANCE: Moody's Affirms 'B1' IFS Rating, Outlook Stable
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Moody's Ratings has affirmed the B1 local currency (LC) and foreign
currency (FC) insurance financial strength ratings (IFSR) of "NAIRI
INSURANCE" LLC (Nairi Insurance). The outlook remains stable.
Nairi Insurance, founded in 1996, is an insurance company focusing
on retail lines, mostly motor and health insurance, and operating
in Armenia (Ba3 stable).
RATINGS RATIONALE
The B1 IFSRs of Nairi Insurance reflect its: (i) strong market
position and brand, with a top 3 position in the Armenian insurance
market and around 20% market share in terms of gross premium
written in recent years, (ii) track record of profitable
performance, (iii) limited product risk, thanks to the company's
focus on retail lines. However, these strengths are offset by the
group's concentration in Armenia, a small economy with potentially
volatile operating environment as well as its high exposure to
non-investment grade assets (mostly bank deposits and government
securities) relative to its equity.
Nairi Insurance ranks among the top 3 largest insurers in the
Armenian market, with a market share of around 20% in recent years.
The company is the leading motor insurer in Armenia and its good
market position is supported by its nationwide presence through its
extended agency network.
Nairi Insurance's product risk is limited thanks to its focus on
retail lines. Motor and health insurance contributed around 87% of
total premiums in 2024. The company also underwrites property and
various other commercial and personal lines products, which
contributes to diversifying the company's risk profile.
Nairi Insurance's investments are highly concentrated in domestic
assets, which comprise mainly Ba3 rated government bonds and
deposits at local banks (2.25x shareholders equity). Moody's do not
expect the composition of Nairi Insurance's investment portfolio to
materially change.
Nairi Insurance reported weak underwriting profitability in 2024
due to higher operating expenses and increased competitive
pressure, which led to reduced revenue. Return on capital (ROC)
declined to 2% from 17% in 2023, and the combined ratio exceeded
100%. Moody's expects profitability to gradually improve in 2025.
The company's capital position has been stable in 2024. As of
year-end 2024, Nairi Insurance's capital was adequate relative to
the underwriting risks assumed, as reflected in its gross
underwriting leverage (gross premiums and reserves as a percentage
of equity) metric of 4.3x (4.6x in 2023). Nonetheless, Moody's
assessments of Nairi Insurance's capital adequacy also takes into
account the company's exposure to non-investment grade financial
assets.
OUTLOOK
The stable outlook reflects Moody's expectations that Nairi
Insurance will maintain its leading market shares, profitable
performance while protecting capital position.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Nairi Insurance's ratings if: (1) there were
a significant and sustained improvement in underwriting
profitability and the quality of invested asset portfolio, as
evidenced by a reduced concentration to below investment grade
financial assets, (2) there were a material improvement in
Armenian's insurance operating environment and (3) the capital
position relative to underwriting and investment risks strengthened
significantly.
Conversely, downward rating pressure would arise in the event of:
(1) a further and sustained deterioration in profitability, or (2)
a material reduction in capital relative to the group's
underwriting risks and investment exposures, or (3) a meaningful
loss of market share, or (4) a significant deterioration in the
credit quality of the Government of Armenia, which would negatively
impact the company's asset quality and its operating environment.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Property and
Casualty Insurers published in April 2024.
There is a two-notch difference between the Unadjusted Score and
the Final Adjusted Score. This differential reflects adjustments to
account for the company's modest scale and volatile operating
environment. Additional adjustments were applied to asset quality
and capital adequacy to reflect the concentration of investments in
Armenian assets as well as to profitability to reflect volatile
underwriting profitability.
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F I N L A N D
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AMER SPORTS: Moody's Upgrades CFR to Ba1, Outlook Stable
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Moody's Ratings upgraded Amer Sports, Inc.'s ("Amer Sports")
Corporate Family Rating to Ba1 from Ba3 and Probability of Default
Rating to Ba1-PD from Ba3-PD. Moody's also upgraded the ratings on
Amer Sports Company's $800 million backed senior secured notes due
February 2031 to Ba1 from Ba3 and the ratings on Amer Sports
Corporation's $710 million backed senior secured revolving credit
facility (RCF) due February 2029 to Ba1 from Ba3. Moody's upgraded
the speculative grade liquidity rating to SGL-1 from SGL-2. The
outlooks for Amer Sports, Inc., Amer Sports Corporation and Amer
Sports Company are stable and are unchanged.
The upgrade of the CFR reflects the improvement in leverage and
free cash flow, supported by strong consumer demand for the
company's brands that is driving earnings growth and a meaningful
reduction in interest expense following the considerable debt
repayment in 2024. These factors are leading to lower leverage and
improved free cash flow generation. Moody's expects debt-to-EBITDA
leverage will remain near or slightly below the current 2.0x level
for the last twelve months ending March 31, 2025. Moody's
anticipates the company will generate high-teen revenue growth and
improve the EBITDA margin as consumer engagement with Amer Sports'
brands remains strong and the company is capturing growth across
both existing distribution channels and through new store openings.
Amer Sports is outperforming its peers in China, which Moody's
believes is a reflection of management's in-house expertise in the
region and the company also benefitting from access to Anta Sports'
proficiency in the market as a key owner.
Moody's forecasts is somewhat tempered due to the potential impact
of tariffs that could put pressure on US consumers and negatively
affect the EBITDA margin. However, Moody's believes the company's
exposure to tariffs is tempered by more than 70% of revenue
generated outside of the US, moderate exposure to sourcing from
China, and premium product positioning that Moody's believes will
help the company pass through pricing.
RATINGS RATIONALE
Amer Sports, Inc.'s Ba1 CFR reflects its large scale and leading
market positions across outdoor apparel and key outdoor recreation
equipment categories, improving free cash flow as well as
sensitivity to discretionary consumer spending and fashion risk.
The company continues to expand distribution of its strong
portfolio of globally recognized brands including through new
retail store openings, which along with same store sales growth is
driving good earnings growth. Brand diversification across outdoor
and sport categories and geographies help to partially mitigate the
effects on overall results of changes in consumer trends or
region-specific economic declines. The continued consumer focus on
health and wellness and active lifestyle along with the
distribution gains from company's expanding direct-to-consumer
("D2C") channel in China and the US support continued revenue
growth. The consolidated EBITDA margin is also benefiting from
continued expansion of the higher margin technical outdoor business
and Salomon soft goods.
Credit risks stem from the company's exposure to discretionary
consumer spending and sensitivity to changing consumer preferences
given the reliance on highly competitive and fashion-sensitive
apparel and footwear markets. The technical nature of the company's
product portfolio garners greater stickiness than pure fashion
focused products but nevertheless there is meaningful fashion risk
to earnings particularly as consumer preferences evolve and
considering the increasing mass appeal of technical apparel outside
of outdoor enthusiasts and the competitive nature of the market.
The highly competitive market requires Amer Sports to continue
effective investment and innovation to maintain its market
position. Outsourcing of production including from overseas
suppliers also presents risks of supply chain disruptions or
developments such as tariff increases. Moody's expects good free
cash flow (FCF) generation over the next 12-18 months, but the
continued focus on growth and need for capital spending to support
the direct to consumer and brand expansion create execution risk.
The company's ownership structure presents governance concerns due
to concentrated control and decision making with ANTA Sports owning
roughly 42% of shares outstanding and other private investors
owning 31% of shares outstanding. ANTA has the right to nominate 5
board of directors as long as its ownership remains above 30% of
outstanding shares. Moody's believes the ownership structure
creates risk of actions that favor shareholders over lenders.
Nevertheless, Moody's expects financial policy will remain
supportive of credit metrics and improved financial position
following the initial public offering and secondary share sale in
2024. The willingness to issue equity to repay debt in 2024 and the
company's low leverage target are credit focused governance
actions. Still, Amer Sports' is currently operating below its
publicly stated net leverage target of 1.5x or below (0.5x; for the
last twelve months ending March 31, 2025), creating some risk that
the company could increase leverage. The company's leases are
growing meaningfully which could result in high leverage if
profitability was to decline.
Liquidity is very good as reflected by Moody's upgrade of the
speculative grade liquidity score to SGL-1 from SGL-2. Balance
sheet cash of $422 million and access to the company's undrawn $710
million revolver provide ample cushion to support highly seasonal
cash needs. Moody's expects the company will generate solid
adjusted free cash flow of at least $130 million in 2025 and more
than $200 in 2026, despite considerable capital expenditure and
working capital requirements needed to execute on the company's
direct to consumer expansion of the Arc'Teryx, Salomon, and Wilson
brands. The reduction in interest expense from over $200 million to
an expected 90- $100 million in 2025 provides greater flexibility
to manage downturns in demand and the risks associated with the
highly competitive and discretionary end-market in outdoor
recreation durables and apparel. This flexibility is important
because of the fashion-sensitive risks inherent in the apparel and
footwear segments. There are no material near-term maturities until
the revolver expires in 2029.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations that Amer Sports'
strong earnings and operating performance will continue to benefit
from a growing retail network and high level of consumer engagement
with the company's brands. Moody's expects debt-to-EBITDA leverage
will remain around 2.0x or below over the 12-to-18 months. The
company's growing operating cash flow provide capacity to fund the
sizable capital expenditure needs to facilitate network expansion
and brand growth while generating good free cash flow.
The ratings could be upgraded if the company is able to sustain
good operating execution, including organic revenue and EBITDA
growth and maintain strong credit metrics across economic cycles.
An upgrade would also require improvement in free cash flow while
maintaining debt-to-EBITDA leverage at or below 2.0x. An upgrade
would also require the company to maintain publicly stated
financial policies that support these credit metrics and a more
flexible debt structure with less reliance on secured debt.
The ratings could be downgraded if Amer Sports' operating
performance deteriorates as a result of factors such as weaker
consumer spending, an increase in competition, a shift in consumer
sentiment away from the company's brands, or higher costs.
Debt/EBITDA sustained above 2.5x, a decline in the EBIT margin
towards a high single-digit percentage range, or deterioration in
liquidity could also lead to a downgrade.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
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.
Amer Sports Inc. is a global sporting goods company, with sales in
more than 100 countries across EMEA, the Americas and APAC. Focused
on outdoor sports, its product offering includes technical apparel,
footwear, winter sports equipment and other sports accessories.
Amer Sports owns a portfolio of globally recognized brands such as
Arc'teryx and Salomon (apparel and footwear, respectively), Wilson
(individual and team ball sports), Peak Performance (apparel) and
Atomic (winter sports equipment), encompassing a broad range of
sports, including Alpine skiing, running, tennis, baseball,
American football, hiking and golf. In the 12 months that ended
March 2025, Amer Sports generated revenue of $5.5 billion (2024:
$5.2 billion).
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F R A N C E
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ALMAVIVA DEVELOPPEMENT: Fitch Affirms 'B' IDR, Outlook Stable
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Fitch Ratings has affirmed Almaviva Developpement's (Almaviva)
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook,
following the proposed add-on to its existing term loan. Fitch has
also affirmed Almaviva's senior secured debt at 'B+', with a
Recovery Rating of 'RR3'.
Almaviva owns the hospital operator Almaviva Sante, while its real
estate is owned by Almaviva Patrimoine (the PropCo). Almaviva and
the PropCo are sister companies owned by the acquisition vehicle,
Almaviva Holding.
The Stable Outlook reflects its expectation that Almaviva's EBITDAR
leverage will return to below 7x by 2026 as margins and free cash
flow (FCF) gradually improve. Fitch expects the EUR200 million
proceeds to be partly used on a EUR101 million extraordinary
dividend, but that the dividend will be partly reinvested back in
the company.
Almaviva's IDR reflects its geographical concentration in France, a
supportive regulatory framework, high barriers to entry and high
leverage.
Key Rating Drivers
Dividend Increases Leverage: Fitch expects that EBITDAR gross
leverage will increase to slightly above 7x following the
transaction. The EUR200 million proceeds will be used to fund an
extraordinary dividend of EUR101 million, repay the current
revolving credit facility (RCF) drawdown and fund acquisitions.
However, Fitch assumes that EUR80 million of these dividends will
be reinvested in the company through shareholder loans over
2025-2026, as Fitch expects the parent company to use the dividend
proceeds to fund acquisitions and to then allocate them between
Almaviva and the PropCo in exchange for shareholder loans.
Fitch forecasts that combined with EBITDA expansion, the
shareholder loans will support deleveraging towards 7x at end-2025
and 6.7x at end-2026. This would be aligned with Almaviva's target
to return senior secured net leverage closer to historical levels.
M&A Accelerates: Almaviva has restarted its M&A strategy, which it
had paused since 2021. Fitch expects acquisitions to support
revenue growth of around 25% in 2025 and 15% in 2026, supporting
low to mid-single digit organic growth. The group invested over
EUR40 million in acquisitions in 2024 and EUR50 million so far in
2025. Fitch expects acquisitions of EUR105 million in 2025 and
EUR50 million thereafter. Almaviva entered a new country in June
2025 through the acquisition of a clinic in Italy, opening a new
avenue of inorganic growth.
Margin Recovery: Fitch-defined EBITDA margin declined to 10% in
2023 from 13.1% in 2022 due to inflationary pressure. EBITDA
margins recovered to 12% in 2024, in line with peers. Fitch expects
EBITDA margin to remain at 12% in 2025 and to gradually increase
towards 13% by 2028. Fitch sees limited headroom for structural
profitability improvement beyond 13%, given personnel-intensive
operations and a high share of outsourced or externally acquired
products and services tied to business volumes. Fitch views
effective cost management without compromising service standards as
an essential competitive differentiation and as critical as a
stable regulatory framework.
Weak FCF To Improve: The rating reflects that FCF generation has
been weak over the past four years. FCF was negative in 2024, but
only due to working capital outflows. Fitch expects it to remain
slightly negative in 2025 due to higher capex intensity, before
turning increasingly positive from 2026 as EBITDA grows and
variable interest rates decrease.
Supportive and Evolving Regulation: Fitch believes Almaviva
benefits from a supportive and stable regulatory environment in
France, with private providers critical for meeting national
hospital demand and service quality. The French government is
committed to adequate sector funding, including to the private
sector. Tariff increases have historically been based on three-year
tariff agreements, which increases business visibility and benefits
market constituents including private operators.
Tariff Increases Equalised: However, tariff increases have been
updated annually since the pandemic, with regulated tariffs
increasing by 6.9% in March 2021, 1% in March 2022 and 5.2% in
March 2023. In March 2024, tariff increases for the private sector
were only 0.3% compared with 5% for the public sector, although
this was somewhat mitigated by a reduction in operating taxes and
other measures. In 2025, the tariff increase for private and public
constituents was the same again, at 0.5%. Fitch expects tariff
agreements for the next three years to remain constructive, despite
political changes. Government reimbursement and regulation will
have a direct impact on Almaviva's profitability trajectory.
Well-Positioned Regional Operations: In its view, Almaviva is well
positioned in demographically and economically attractive regions
of France, including Greater Paris (44% sales), the south-east
(34%), Corsica (6%), Guadeloupe (8%) and Lyon (6%). Fitch expects
Almaviva to maintain its competitive edge as a regional operator,
due to its dense hospital network, integrated service offering,
extended end-to-end patient care and ability to recruit and retain
medical practitioners. It operates in a regulated sector with high
barriers to entry, requiring strong technical and investment
expertise.
Peer Analysis
Fitch rates Almaviva under the framework of the ratings navigator
for healthcare providers. Its peers tend to cluster in the 'B'/'BB'
range, driven by their respective regulatory frameworks and
operating profiles, including scale, degree of service and
geographic diversification, and patient and payor mix.
Almaviva's 'B' IDR reflects its medium-sized regional operations
with lower business scale and narrow geographic diversification
compared with larger Fitch-rated US-based hospital operators such
as Tenet Healthcare Corporation (BB-/Stable), Universal Health
Services, Inc. (BB+/Stable) and Community Health Systems, Inc.
(CCC+). The quality of US regulation with a complex, politicised
and unpredictable environment, varying patient/payor mix and
Medicare/Medicaid payment policies for individual service lines
weigh heavily on their ratings.
Among its European peers, Fitch views the French regulatory regime
as more beneficial for private hospital operators given the
freedom-of-choice principle, mitigating Almaviva's narrow
geographic focus. The Finnish healthcare and social services
provider, Mehilainen Yhtyma Oy (B/Stable), is exposed to more
restrictions. The private mental care and rehabilitation specialist
Median B.V. (B-/Stable) operating in Germany and the UK has
slightly higher leverage and lower profitability than Almaviva. The
family-owned German hospital operator Schoen Klinik SE (B+/Stable)
has lower adjusted leverage, a more prudent financial policy, and
owns a higher portion of its facilities.
Fitch also compares Almaviva's 'B' rating with European lab-testing
service providers, which Fitch also regards as social
infrastructure assets with non-cyclical revenue and high visibility
due to sector regulation.
Key Assumptions
- Organic sales growth to moderate at about 2.5% in 2025, followed
4% in 2026 and 3% in 2027
- Fitch-estimated acquisitions of EUR106 million in 2025 and EUR50
million annually thereafter
- EBITDA margin gradually increasing from 12% in 2025 towards 13%
in 2028
- Operating leases about 8.4% of sales
- Net capex (after funding from financial leasing) at 7.7% in 2025,
7% in 2026 and between 5.5% and 6.0% thereafter
- EUR101 million extraordinary dividend in 2025; no dividends
thereafter
- Shareholder loan injections of EUR59 million in 2025 and EUR20
million in 2026
Recovery Analysis
The recovery analysis assumes that Almaviva would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated, given
that the company's main asset is embedded in its brand and its
established position as one of the leading private hospital
operators.
Fitch has assumed a 10% administrative claim. Fitch estimates
Almaviva's GC EBITDA assumption at about EUR65 million (from EUR50
million previously, from EBITDA contribution of latest new
acquisitions). The GC EBITDA is based on a stressed scenario
reflecting adverse regulatory changes, the company's inability to
manage costs or retain medical practitioners leading to
deteriorating quality of care.
An enterprise value (EV)/EBITDA multiple of 6.0x (unchanged) is
applied to the GC EBITDA to calculate a post-reorganisation EV. The
choice of this multiple is based on precedent M&A EV/EBITDA for
peers of 10x-15x, with recent activity at the upper end, and is in
line with European sector peers' multiples.
The multiple is lower than Mehilainen Yhtyma Oy's 6.5x, given the
latter's national leadership in Finland with increasing
diversification abroad, broader diversification across healthcare
and social care service lines and larger scale, whereas its
regulatory regime is less supportive for private sector operators
in Finland.
After deducting 10% for administrative claims, its waterfall
analysis generates a ranked recovery for Almaviva's senior secured
term loan B in the 'RR3' category, leading to a 'B+' instrument
rating, which includes the pari passu ranking EUR130 million
revolving credit facility (RCF) that Fitch assumes will be fully
drawn prior to distress. The senior secured term loan B and RCF
rank after Almaviva's structurally super senior bank loans of about
EUR19 million. Fitch also assumes EUR53.2 million financial leases
at Almaviva will remain available during and post-distress and will
not crystallise as a debt obligation.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Adverse regulatory changes or challenges in the strategy
implementation, with EBITDA margins declining to below 10%.
- Neutral to negative FCF margins on a sustained basis.
- Tightening liquidity headroom with increased use of the company's
RCF.
- EBITDAR leverage above 7.0x on a sustained basis, on
weaker-than-expected operational performance on acquired assets, or
slower than committed shareholder support.
- Diminishing financial flexibility reflected in EBITDAR fixed
charge coverage weakening below 1.5x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Successful implementation of Almaviva's business plan, including
effective cost management, leading to sustained EBITDA margin
growth and positive FCF.
- A more conservative financial policy reflected in EBITDAR
leverage of below 5.0x on a sustained basis.
- EBITDAR fixed charge coverage above 2.0x.
Liquidity and Debt Structure
Liquidity was satisfactory at December 2024, with EUR39 million of
readily available cash (Fitch restricts EUR20 million for daily
operations) and a EUR10 million undrawn RCF (among committed EUR80
million) due 2027.
Fitch expects neutral to negative FCF generation in 2025-2026 due
to still modest profitability and high capex plans. Ambitious capex
and M&A plans could put liquidity under pressure unless supported
by shareholder contributions.
The debt structure is concentrated. However, the company has
long-dated maturities with the term loan B coming due in 2030 and
2031 after the amend and extend, respectively.
Issuer Profile
Almaviva is the fourth-largest French private hospital group
operating mainly in Ile-de-France (44%) and Provence-Alpes-Cote
d'Azur in the south east (34% sales). It also owns a 57% stake in a
proportionally consolidated joint venture in Canada (2% sales).
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
Almaviva has an ESG Relevance Score of '4' for Governance Structure
due to complex group structure between Almaviva and its sister
company Almaviva Patrimoine (the PropCo), to which it leases most
of its leaes. Both entities are owned by the parent Almaviva
Holding. This has a negative impact on the credit profile, and is
relevant to the rating[s] in conjunction with other factors.
Almaviva has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to its operating environment being subject to sector
regulation, as well as budgetary and pricing policies adopted by
the French government. Rising healthcare costs expose private
hospital operators to the risk of adverse regulatory changes, which
could constrain companies' ability to maintain operating
profitability and cash flows. This 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 Recovery
----------- ------ --------
Almaviva Developpement LT IDR B Affirmed
senior secured LT B+ Affirmed RR3
EN6 SAS: S&P Downgrades ICR to 'B-', Outlook Stable
---------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
EN6 SAS (Armor-IIMAK) and its issue rating on the company's EUR490
million equivalent senior secured term loan B (TLB) to 'B-' from
'B'.
S&P said, "The stable outlook reflects our expectation that
Armor-IIMAK's debt to EBITDA will remain at about 6.6x in 2025 and
improve to 6.3x in 2026. It also reflects adequate EBITDA interest
coverage of 2.3x-2.4x in 2025-2026.
"We assess Armor-IIMAK's business risk profile as weak. We now
believe the company is more exposed to changes in the economic
cycle that undermine demand from segments such as industrials and
automotive. The weak business risk profile also reflects limited
growth in previous years; our previous assessment assumed that
Armor-IIMAK would grow, mainly in terms of EBITDA, significantly by
2025. Our assessment remains supported by the company's lead market
positions globally, with more than 40% market share in thermal
transfer ribbons and adequate geographic diversification of revenue
and manufacturing sites."
Armor-IIMAK's FOCF generation remains undermined by high interest
expenses. Due to the group's high debt burden, almost 50% of its
S&P Global Ratings-adjusted EBITDA is absorbed by interest
expenses. This leaves about 20%-30% of EBITDA for capital
expenditure (capex) and the remainder available to fund tax
payments, working capital needs, and other expenses. High interest
costs and capex, as a percentage of EBITDA, resulted in negative
FOCF in 2022 and 2023 and modest FOCF generation of about EUR22
million in 2024. S&P estimates FOCF will remain modest at EUR10
million in 2025 and EUR16 million in 2026. FOCF could be weaker if
the recovery in European demand, especially in the industrial
segments, is weaker than it assumed.
Expansionary investments have so far generated limited returns.
Annual maintenance capex only amounts to about EUR14 million; the
remainder is growth capex. Although the group spent about EUR44
million on growth capex over 2022-2024, the EBITDA uplift has been
limited. S&P also believe that Armor-IIMAK's market share gains in
Asia are partly at the expense of margins.
S&P said, "We believe that tariffs imposed on imports to the U.S.
could negatively impact Armor-IIMAK's profitability and cash
generation. In its U.S. operations, Armor-IIMAK imports some raw
materials from China (mainly polyethylene terephthalate (PET)) and
semi-finished products from Europe. We understand that the company
has been able to pass higher tariff-related costs onto its
customers, albeit with a time lag, but we cannot rule out a
temporary deterioration in the company's financial performance if
the tariff environment worsens.
Liquidity remains adequate, supported by substantial availabilities
under the revolving credit facility (RCF) and cash on balance
sheet. S&P said, "That said, we believe that the group needs to
demonstrate a material improvement in FOCF generation over the next
few years to ensure its capital structure remains sustainable. The
group's next debt maturities are in 2029, and we therefore continue
to view liquidity as adequate."
The stable outlook reflects S&P's expectation that Armor IIMAK's
debt to EBITDA will remain at about 6.6x at year-end 2025 and
improve to 6.3x in 2026. It also reflects adequate EBITDA interest
coverage of 2.3x-2.4x in 2025-2026.
S&P could consider a negative rating action if:
-- Credit metrics, including FOCF and interest coverage, weakened
significantly, causing us to view the capital structure as
unsustainable; or
-- Liquidity deteriorated, leading to a potential liquidity
deficit.
S&P said, "We could raise the rating if the company generated
material FOCF on a sustained basis, supported by its financial
policy. We would also expect growth capex deployment to result in
significant EBITDA growth."
OPMOBILITY SE: S&P Affirms 'BB+' ICR on Good First-Half Results
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on France-based global auto supplier OPmobility SE. S&P also
assigned its 'BB+' issue rating to the company's proposed EUR300
million senior unsecured notes while affirming its 'BB+' issue
rating on the existing EUR500 million senior unsecured notes. The
recovery rating on the unsecured debt remains '3'.
The outlook remains negative, indicating the risk that difficult
industry conditions that are not sufficiently offset by
OPmobility's cost reduction efforts, along with any delays in
emerging businesses reaching break-even, could prevent FFO to debt
from improving to well above 20% and FOCF to debt from reaching
about 10% in 2026.
S&P said, "OPmobility's first-half 2025 shows good progress with
cost savings and controlling investment spending, but we project
its credit metrics to remain soft for the rating in 2025. Our
first-half adjusted EBITDA margin for the company increased to 7.2%
compared with 6.0% in 2024. In our view, this was primarily
supported by good execution of OPmobility's cost efficiency
measures, as well as a topline-related margin expansion in the
company's modules division. Likewise, tight control over investment
spending translated into a reduction in capital expenditure
(capex). These effects lifted our first-half adjusted FOCF to about
EUR124 million compared with about EUR75 million in first-half
2024. We now project OPmobility's FFO to debt and FOCF to debt to
reach about 19% and close to 10% in 2025, respectively. This
implies that our FFO-to-debt metric will remain below the
requirements for the rating this year.
"We project OPmobility's credit metrics to further improve in 2026,
but uncertainty remains high. Our forecast for global LV production
foresees a decline of up to 3% in 2025 and up to 1% in 2026,
reflecting pressure on production levels in North America and
Europe linked to U.S. tariffs, the relocation of production away
from Europe closer to markets where vehicles are sold, as well as
sluggish European LV demand. These projections are characterized by
higher-than-usual forecast uncertainty given possible changes in
U.S. trade policy and low economic visibility. Downward revisions
to these forecasts could constrain OPmobility's ability to further
strengthen profitability and credit metrics next year, especially
if the company cannot reap the full effects of cost-saving measures
we anticipate for 2026. At the same time, our forecast for 2026
assumes improvements in profitability in the nascent business
fields of lighting, components for electrified powertrains, and to
some degree in its hydrogen business. These improvements are
subject to execution risk and less predictable market conditions in
particular for hydrogen and electrification components. These risks
continue to be reflected in our negative outlook."
The negative outlook indicates the risk that difficult industry
conditions that are not sufficiently offset by OPmobility's cost
reduction efforts, and any further delays in emerging businesses
reaching break-even, could prevent FFO to debt from improving to
well above 20% and FOCF to debt to about 10% in 2026.
S&P could lower its rating on OPmobility in the next 6-12 months if
its decisive cost reduction measures fail to offset top-line
pressure from reduced LV production, potentially exacerbated by any
delays in reducing losses in its nascent business fields,
specifically lighting, hydrogen, and electrification. This could
lead to:
-- FFO to debt not improving to well above 20% by 2026; or
--FOCF to debt not improving materially in 2025 and converging
toward 10% in 2026.
S&P could revise the outlook to stable if OPmobility posts FOCF to
debt of about 10% while maintaining FFO to debt comfortably above
20% sustainably. This could be supported by successful cost
reduction and cash preservation measures, paired with robust
profitability in its established divisions and improving margins in
its nascent business fields.
=============
I R E L A N D
=============
ARES EUROPEAN VIII: S&P Affirms 'B-(sf)' Rating on Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ares European CLO
VIII DAC's class B-R notes to 'AA+ (sf)' from 'AA (sf)', class C-R
notes to 'AA- (sf)' from 'A (sf)', and class D-R notes to 'BBB+
(sf)' from 'BBB- (sf)'. At the same time, S&P affirmed its 'AAA
(sf)' rating on the class A notes, 'BB- (sf)' rating on the class
E-R notes, and 'B- (sf)' rating on the class F-R notes.
The rating actions follow the application of its global corporate
CLO criteria and its credit and cash flow analysis of the
transaction based on the June 2025 trustee report.
The transaction closed in October 2019:
-- The portfolio's weighted-average rating remains unchanged at
'B'.
-- The number of performing obligors is 165.
-- The portfolio's weighted-average life is 3.33 years.
-- The percentage of 'CCC' rated assets is 6.39% of the performing
balance.
-- The liabilities decreased by EUR56.80 million, while the assets
declined by EUR58.87 million, resulting in a EUR2.06 million loss,
equivalent to -0.46% of the aggregate collateral balance since
closing.
-- Following the deleveraging of the senior notes, the class A-R
to E-R notes benefit from higher levels of credit enhancement
compared with S&P's previous review.
Credit enhancement
Current amount
Class (mil. EUR) Current (%)
A-R 222.19 43.19
B-R 45.70 31.51
C-R 27.00 24.60
D-R 30.80 16.73
E-R 24.75 10.40
F-R 13.50 6.95
Sub notes 47.80 N/A
N/A--Not applicable.
The scenario default rates (SDRs) have decreased for all rating
scenarios primarily due to a reduction in the weighted-average life
since closing (currently 3.33 years).
Portfolio benchmarks
SPWARF 2,945.89
Default rate dispersion 580.94
Weighted-average life (years) 3.33
Obligor diversity measure 135.74
Industry diversity measure 23.04
Regional diversity measure 1.22
SPWARF--S&P Global Ratings' weighted-average rating factor.
On the cash flow side:
The reinvestment period for the transaction ended in April 2024.
The class A-R notes have deleveraged by EUR56.80 million since
closing, equivalent to an outstanding note factor of 79.64%.
No class of notes is currently deferring interest.
All coverage tests are passing as of the June 2025 trustee report.
Transaction key metrics
Total collateral amount (mil. EUR)* 391.13
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 165
Portfolio weighted-average rating B
'AAA' SDR (%) 57.95
'AAA' WARR (%) 36.86
*Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--Scenario default rate.
WARR--Weighted-average recovery rate.
In S&P's view, the portfolio is diversified across obligors,
industries, and asset characteristics.
In S&P's credit and cash flow analysis, it considered the
transaction's available current cash balance of approximately
EUR21.32 million, per the June 2025 trustee report, where the
manager has actively traded assets during 2025.
Potential reinvestments by the manager from unscheduled redemption
proceeds and sale proceeds from credit-impaired and credit-improved
assets may prolong the note repayment profile for the most senior
class, instead of being used to amortize most of the structure's
proceeds on the following payment date. Therefore, these potential
reinvestments may prolong the note repayment profile for the most
senior class. S&P said, "We have considered as a base case, the
possibility of the current full amount of principal cash being
reinvested on the following payment date. Additionally, we
considered other scenarios with the possibility of the structure
amortizing with the current full amount of principal cash on the
following payment date."
S&P said, "Our base case credit and cash flow analysis indicates
that the available credit enhancement for the class A-R, B-R, D-R,
and E-R notes is sufficient to withstand the credit and cash flow
stresses that we apply at their current rating level. We therefore
raised to 'AA+ (sf)' from 'AA (sf)' our rating on the class B-R
notes, and to 'BBB+ (sf)' from 'BBB- (sf)' our rating on the class
D-R notes. At the same time, we affirmed our 'AAA (sf)' rating on
the class A-R notes and 'BB- (sf)' rating on the class E notes.
"Our cash flow analysis indicates that the available credit
enhancement for the class C-R notes is commensurate with a higher
rating than that assigned. For this class, we considered the
manager may still reinvest all or a part of unscheduled redemption
proceeds and sale proceeds from credit-impaired and credit-improved
assets. We also considered the level of cushion between our
break-even default rates (BDRs) and SDRs for this tranche at its
passing rating level, as well as current macroeconomic conditions
and the tranche's relative seniority. We therefore limited our
upgrade to the class C-R notes, and raised our rating to 'AA- (sf)'
from 'A (sf)'."
For the class F-R notes, S&P's credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. S&P therefore applied
its 'CCC' rating criteria, and considered the following key
factors:
-- The tranche's 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.
-- Assuming full reinvestment of current cash proceeds, our model
generated BDR at the 'B-' rating level of 17.47% (for a portfolio
with a weighted-average life of 3.33 years), versus if we were to
consider a long-term sustainable default rate of 3.1% for 3.33
years, which would result in a target default rate of 10.32%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
Having considered the above, S&P affirmed its 'B- (sf)' rating on
the class F-R notes.
S&P said, "We consider the transaction's exposure to country risk
to be limited at the assigned ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in our structured finance sovereign risk
criteria.
"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria."
Ares European CLO VIII is a European cash flow CLO transaction that
securitizes loans granted to primarily speculative-grade corporate
firms. Ares European Loan Management LLP manages the transaction.
CARLYLE EURO 2025-AE: S&P Assigns B- (sf) Rating to Class E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
A-1A, A-1B, A-2, B, C, D, and E notes issued by Carlyle Euro CLO
2025-AE DAC. At closing, the issuer will also issue unrated
subordinated notes.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.
The portfolio's reinvestment period will end approximately 4.7
years after closing and the non-call period will end 1.5 years
after closing.
The preliminary ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with our counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,902.58
Default rate dispersion 318.39
Weighted-average life (years) 4.79
Obligor diversity measure 133.88
Industry diversity measure 24.63
Regional diversity measure 1.20
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Covenanted 'AAA' weighted-average recovery (%) 35.95
Target weighted-average coupon (%) 3.54
Target weighted-average spread (%) 3.87
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. At closing, we expect the portfolio to be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior-secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.86%), the
covenanted weighted-average coupon (3.54%), and the identified
weighted-average recovery rate at each rating level calculated in
line with our CLO criteria. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.
"Our credit and cash flow analysis show that the class A-2, B, C,
and D notes benefit from break-even default rate and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on these classes of notes. The class A-1A,
A-1B, and E notes can withstand stresses commensurate with the
assigned ratings.
"Until the end of the reinvestment period on April 15, 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 compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk sufficiently
mitigated at the assigned preliminary rating levels.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.
Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class A-1A to E 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-1A to D
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 E notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average.
"For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities.”
The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds and will be managed by Carlyle CLO
Partners Manager LLC.
Ratings
Prelim Prelim Amount Credit
Class Rating* (mil. EUR) Interest rate§ enhancement (%)
A-1A AAA (sf 244.00 Three-month EURIBOR 39.00
plus 1.34%
A-1B AAA (sf) 8.00 Three-month EURIBOR 37.00
plus 1.70%
A-2 AA (sf) 38.70 Three-month EURIBOR 27.33
plus 2.00%
B A (sf) 25.20 Three-month EURIBOR 21.03
plus 2.40%
C BBB-(sf) 28.10 Three-month EURIBOR 14.00
plus 3.40%
D BB- (sf) 18.00 Three-month EURIBOR 9.50
plus 5.75%
E B- (sf) 12.00 Three-month EURIBOR 6.50
plus 8.35%
Sub NR 34.20 N/A N/A
The preliminary ratings assigned to the class A-1A, A-1B, and A-2
notes address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class B, C, D, and E 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.
DRYDEN 66 2018: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned ratings to Dryden 66 Euro CLO 2018
DAC's class A-1-R, A-2-R, B-1-R, B-2-R-R, C-R, D-R-R, E-R, and F-R
notes. The issuer currently has EUR43.00 million of unrated
subordinated notes outstanding from the existing transaction. At
closing, the issuer also issued an additional EUR35.64 million of
subordinated notes, bringing the total amount of subordinated notes
to EUR78.64 million.
The ratings assigned to Dryden 66 Euro CLO 2018's reset notes
reflect our assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which 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 2,751.85
Default rate dispersion 644.60
Weighted-average life (years) 4.35
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.50
Obligor diversity measure 118.13
Industry diversity measure 25.21
Regional diversity measure 1.20
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 3.15
Target 'AAA' weighted-average recovery (%) 36.79
Target weighted-average spread (net of floors; %) 3.86
Target weighted-average coupon (%) 3.72
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 semi-annual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, S&P has conducted its 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 EUR500 million
target par amount, the covenanted weighted-average spread (3.69%),
the covenanted weighted-average coupon (3.60%), the actual weighted
average recovery rates with a 1% cushion at the AAA rating level,
and the actual weighted average recovery rates at all other rating
levels. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.
"Until the end of the reinvestment period on Jan. 30, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned ratings.
"At closing, the transaction's documented counterparty replacement
and remedy mechanisms adequately mitigate its exposure to
counterparty risk under our counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"PGIM Loan Originator Manager Ltd. and PGIM Ltd. manage the CLO,
and the maximum potential rating on the liabilities is 'AAA' under
our operational risk criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R to 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-R 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 BDR at the 'B-' rating level of 24.40%
(for a portfolio with a weighted-average life of 4.35 years),
versus if we were to consider a long-term sustainable default rate
of 3.1% for 4.35 years, which would result in a target default rate
of 13.49%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
-- Following this analysis, S&P considers that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
-- The class A-1-R and A-2-R notes can withstand stresses
commensurate with the assigned ratings. S&P's ratings on the class
A-1-R, A-2-R, B-1-R, and B-2-R-R notes address timely interest and
ultimate principal payments. The ratings assigned to the class C-R
to F-R notes address ultimate interest and principal payments
S&P said, "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.
"In addition to our standard analysis, 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."
Dryden 66 Euro CLO 2018 DAC is a European cash flow CLO
securitization of a revolving pool, comprising mainly
euro-denominated leveraged loans and bonds. The transaction is a
broadly syndicated CLO managed by PGIM Loan Originator Manager Ltd.
and PGIM Ltd.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-1-R AAA (sf) 300.00 40.00 Three/six-month EURIBOR
plus 1.37%
A-2-R AA (sf) 15.00 37.00 Three/six-month EURIBOR
plus 1.80%
B-1-R AA (sf) 25.10 27.98 Three/six-month EURIBOR
plus 2.10%
B-2-R-R AA (sf) 20.00 27.98 5.10%
C-R A (sf 31.30 21.72 Three/six-month EURIBOR
plus 2.50%
D-R-R BBB- (sf) 36.80 14.36 Three/six-month EURIBOR
plus 3.45%
E-R BB- (sf) 23.20 9.72 Three/six-month EURIBOR
plus 6.25%
F-R B- (sf) 16.10 6.50 Three/six-month EURIBOR
plus 8.66%
Sub NR 78.64 N/A N/A
*The ratings assigned to the class A-1-R, A-2-R, B-1-R, and B-2-R-R
notes address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R-R, E-R, and F-R notes
address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
HARVEST CLO XX: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F-R-A Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XX DAC reset notes expected
ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Harvest CLO XX DAC
A-R-A LT AAA(EXP)sf Expected Rating
B-1-R-A LT AA(EXP)sf Expected Rating
B-2-R-A LT AA(EXP)sf Expected Rating
C-R-A LT A(EXP)sf Expected Rating
D-R-A LT BBB-(EXP)sf Expected Rating
E-R-A LT BB-(EXP)sf Expected Rating
F-R-A LT B-(EXP)sf Expected Rating
Transaction Summary
Harvest CLO XX DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second lien loans and high-yield bonds. Note proceeds
from the reset notes and additional subordinated notes will be used
to redeem the existing notes (except the subordinated notes) and to
fund the existing portfolio with a target par of EUR400 million.
The portfolio is actively managed by Investcorp Credit Management
EU Limited. The CLO will have a 4.6-year reinvestment period and a
7.5-year weighted average life (WAL) test at closing, which can be
extended at one year after closing, subject to conditions.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 25.3.
High Recovery Expectations (Positive): At least 96% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate (WARR) of the identified portfolio is 60.3%.
Diversified Portfolio (Positive): The transaction will include
various concentration limits in the portfolio, including a
fixed-rate obligation limit of 10%, a top 10 obligor concentration
limit of 20% and a maximum exposure to the three-largest
Fitch-defined industries of 40%. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.
WAL Step-Up Feature (Neutral): At one year after closing, the
transaction can extend the WAL test by one year. The WAL extension
is subject to conditions, including passing the collateral quality
tests, coverage tests, portfolio profile tests and the aggregate
collateral balance with defaulted assets at their collateral value
being equal to, or greater than, the reinvestment target par.
Portfolio Management (Neutral): The transaction will have a
4.6-year reinvestment period and include reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage test and the Fitch 'CCC' bucket
limitation test after reinvestment, and a WAL covenant that
gradually steps down before and after the end of the reinvestment
period. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-R-A notes and would
lead to downgrades of one notch for the class B-1-R-A, B-2-R-A,
C-R-A and D-R-A notes, of two notches for the class E-R-A notes and
to below 'B-sf' for the class F-R-A 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 default and portfolio deterioration. The class
B-1-R-A to F-R-A notes each have a two-notch rating cushion due to
the better metrics and shorter life of the identified portfolio
than the Fitch-stressed portfolio. The class A-R-A notes have no
rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A-R-A to D-R-A notes, and to below 'B-sf' for
the class E-R-A and F-R-A notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches, 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
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 Harvest CLO XX DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
HARVEST CLO XX: S&P Assigns Prelim B- (sf) Rating to Cl. F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Harvest
CLO XX DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes.
At closing, the issuer will issue unrated subordinated notes from
the existing transaction and also issue an additional EUR10.60
million of subordinated notes.
This transaction is a reset of the already existing transaction
that S&P did not rate. The existing classes of notes will be fully
redeemed with the proceeds from the issuance of the replacement
notes.
Under the transaction documents, the rated notes will pay quarterly
interest, unless a frequency switch event occurs. Following such an
event, the notes would permanently switch to semiannual payments.
The portfolio's reinvestment period ends 4.58 years after closing;
the noncall period ends 1.5 years after closing.
The preliminary ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,827.43
Default rate dispersion 529.23
Weighted-average life (years) 3.92
Weighted-average life extended to cover
the length of the reinvestment period (years) 4.58
Obligor diversity measure 137.76
Industry diversity measure 19.28
Regional diversity measure 1.30
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.33
Target 'AAA' weighted-average recovery (%) 36.95
Target floating-rate assets (%) 95.10
Target weighted-average coupon 4.41
Target weighted-average spread (net of floors; %) 3.66
S&P said, "We understand that the portfolio will be
well-diversified at closing. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted targeted weighted-average spread (3.55%),
and the covenanted targeted weighted-average coupon (4.40%), as
indicated by the collateral manager. We assumed the identified
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios, for each liability rating category.
"Our credit and cash flow analysis shows that the class B-1-R to
D-R notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our preliminary ratings
on the notes. The class A-R and E-R notes can withstand stresses
commensurate with the assigned preliminary ratings.
"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a preliminary 'B- (sf)'
rating on this class of notes.
The ratings uplift for the class F-R notes reflects several key
factors, including:
-- The class F-R 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 BDR at the 'B-' rating level of 24.40%
(for a portfolio with a weighted-average life of 4.58 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 4.58 years, which would result in a target default rate
of 14.21%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
Following this analysis, S&P considers that the available credit
enhancement for the class F-R notes is commensurate with the
assigned preliminary 'B- (sf)' rating.
Until April 15, 2030, when the reinvestment period ends, the
collateral manager may substitute the assets in the portfolio, as
long the CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain, as established
by the initial cash flows for each rating, and compares that with
the current portfolio's default potential, plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may, through trading, cause the transaction's
credit risk profile to deteriorate.
S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.
"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A-R to F-R notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also assessed the
sensitivity of our ratings on the class A-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis includes additional considerations to be
incorporated before we would assign ratings in the 'CCC'
category--and we would assign a 'B-' rating if the criteria for
assigning a 'CCC' category rating are not met--we have not included
the above scenario analysis results for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Ratings list
Prelim Prelim balance Credit Indicative
Class rating* (mil. EUR) enhancement (%) interest rate§
A-R AAA (sf) 244.00 39.00 Three/six-month EURIBOR
plus 1.33%
B-1-R AA (sf) 38.50 28.13 Three/six-month EURIBOR
plus 2.05%
B-2-R AA (sf) 5.00 28.13 5.00%
C-R A (sf) 24.50 22.00 Three/six-month EURIBOR
plus 2.50%
D-R BBB- (sf) 29.00 14.75 Three/six-month EURIBOR
plus 3.50%
E-R BB- (sf) 20.00 9.75 Three/six-month EURIBOR
plus 6.25%
F-R B- (sf) 13.00 6.50 Three/six-month EURIBOR
plus 9.00%
Sub. NR 36.50 N/A N/A
Additional
Sub. NR 10.60 N/A N/A
*The preliminary ratings assigned to the class A-R, B-1-R, and
B-2-R notes address timely interest and ultimate principal
payments. The preliminary ratings assigned to the class C-R, D-R,
E-R, and F-R notes address ultimate interest and principal
payments.
§Solely for modeling purposes as the actual spreads may vary at
pricing. The payment frequency permanently switches to semiannual
and the index switches to six-month EURIBOR when a frequency switch
event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
Sub.--Subordinated.
INVESCO EURO X: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Invesco Euro CLO
Issuer X DAC's class A-R to F-R European cash flow CLO notes. At
closing, the issuer has unrated subordinated notes outstanding from
the existing transaction.
The transaction is a reset of the already existing transaction
which closed in June 2023. The issuance proceeds of the refinancing
notes were used to redeem the refinanced notes (the original
transaction's class A, B-1, B-2, C, D, E, and F notes). The ratings
on the original notes have been withdrawn.
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 transaction has a 1.5-year non-call period and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The ratings 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
our counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,794.72
Default rate dispersion 580.64
Weighted-average life (years) 4.31
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.50
Obligor diversity measure 101.18
Industry diversity measure 23.45
Regional diversity measure 1.29
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 3.59
Target 'AAA' weighted-average recovery (%) 36.58
Actual target weighted-average spread (net of floors; %) 4.01
Actual target weighted-average coupon (%) 3.77
S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.95%), the target
weighted-average coupon (3.77%), and the covenanted
weighted-average recovery rates at the AAA rating level and the
target weighted average recovery rates on the other rating levels.
We applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.
"Until the end of the reinvestment period on Jan. 30, 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, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the assigned ratings are
commensurate with the available credit enhancement for the class
A-R, B-R, C-R, D-R, E-R, and F-R notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO 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. The class A-R and F-R notes can withstand stresses
commensurate with the assigned ratings.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to E-R notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds and is managed by Invesco CLO Equity Fund
IV L.P.
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) Interest rate§ enhancement (%)
A-R AAA (sf) 248.00 3mE + 1.37% 38.00
B-R AA (sf) 42.00 3mE + 2.15% 27.50
C-R A (sf) 24.00 3mE + 2.90% 21.50
D-R BBB- (sf) 28.00 3mE + 3.60% 14.50
E-R BB- (sf) 18.00 3mE + 6.52% 10.00
F-R B- (sf) 14.00 3mE + 8.83% 6.50
Sub NR 26.70 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C-R, D-R, E-R, and F-R notes address ultimate interest
and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month Euro Interbank Offered Rate (EURIBOR) when a
frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.
INVESCO EURO XV: S&P Assigns B- (sf) Rating to Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Invesco Euro CLO XV DAC's class A-1 and A-2 loans and class A, B-1,
B-2, C, D, E, and F notes. At closing, the issuer will also issue
unrated subordinated notes.
Under the transaction documents, the rated loans and notes will pay
quarterly interest unless a frequency switch event occurs, upon
which the loans and notes pay semiannually.
This transaction has a 1.5 year noncall period, and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The preliminary ratings assigned to the loans and notes reflect our
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated loans and notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which we expect to be
bankruptcy remote.
-- The transaction's counterparty risks, which we expect to be in
line with our counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,823.76
Default rate dispersion 507.89
Weighted-average life (years) 4.3
Weighted-average life (years) including
reinvestment period 4.5
Obligor diversity measure 89.05
Industry diversity measure 21.15
Regional diversity measure 1.25
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0
Number of performing obligors 104
Portfolio weighted-average rating
derived from our CDO evaluator B
'CCC' category rated assets (%) 0.50
'AAA' target portfolio weighted-average recovery (%) 37.14
Target weighted-average spread (net of floor, %) 3.72
Target weighted-average coupon (%) N/A
N/A--Not applicable.
Rating rationale
S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'. The portfolio primarily comprises broadly syndicated
speculative-grade senior secured term loans and bonds on the
effective date. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread (3.70%), the covenanted
weighted-average coupon (4.50%), and the target portfolio
weighted-average recovery rate 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.
"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our counterparty
criteria.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary ratings.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"The operational risk associated with key transaction parties (such
as the collateral manager) that provide an essential service to the
issuer is in line with our operational risk criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher preliminary ratings than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned preliminary ratings on the
notes. The class A-1 and A-2 loans and class A and F notes can
withstand stresses commensurate with the assigned preliminary
ratings.
"In addition to our standard analysis, we also included the
sensitivity of the preliminary ratings on the A-1 and A-2 loans and
class A to E notes based on four hypothetical scenarios."
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. 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."
Invesco Euro CLO XV is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Invesco CLO
Equity Fund 6 LLC will manage the transaction.
Ratings list
Prelim. Balance Credit
Class rating* (mil. EUR) enhancement (%) Interest
rate§
A AAA (sf) 209.00 39.00 Three/six-month EURIBOR
plus 1.37%
A-1 loan AAA (sf) 35.00 39.00 Three/six-month EURIBOR
plus 1.37%
A-2 loan† AAA (sf) 0.00 39.00 Three/six-month EURIBOR
plus 1.37%
B-1 AA (sf) 38.00 27.00 Three/six-month EURIBOR
plus 2.05%
B-2 AA (sf) 10.00 27.00 5.125%
C A (sf) 23.00 21.25 Three/six-month EURIBOR
plus 2.50%*
D BBB- (sf) 29.00 14.00 Three/six-month EURIBOR
plus 3.40%
E BB- (sf) 17.00 9.75 Three/six-month EURIBOR
plus 6.30%
F B- (sf) 12.00 6.75 Three/six-month EURIBOR
plus 8.70%
Sub. Notes NR 30.3 N/A N/A
*The preliminary ratings assigned to the class A-1 and A-2 loans
and class A, B-1, and B-2 notes address timely interest and
ultimate principal payments. The preliminary ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
†The class A-2 loan has an initial notional balance of zero but
on any business day the initial class A-2 lender may elect to
convert all of the class A-2 lender notes they hold into a class
A-2 loan of up to EUR50 million.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
RINGSEND PARK: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Ringsend Park CLO DAC's class A loan and class A, B, C, D, E, and F
notes. At closing, the issuer will also issue unrated subordinated
notes.
The reinvestment period will be approximately 4.50 years, while the
noncall period will end 1.50 years after closing.
Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes and loan will switch to semiannual payment.
The preliminary ratings assigned to the notes and loan reflect our
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes and loan through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,828.81
Default rate dispersion 441.71
Weighted-average life (years) 4.55
Obligor diversity measure 153.50
Industry diversity measure 20.34
Regional diversity measure 1.25
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 179
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.10
Target 'AAA' weighted-average recovery (%) 36.52
Target weighted-average spread (net of floors; %) 3.67
Target weighted-average coupon (%) N/A
N/A--Not applicable.
S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'.
"We understand that at closing, the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. Hence, in our cash flow analysis, we
assumed a starting collateral size of less than target par (i.e.,
the EUR400 million target par minus the EUR7 million maximum
reinvestment target par adjustment amount).
"In our cash flow analysis, we also modeled the covenanted
weighted-average spread of 3.63%, the covenanted weighted-average
coupon of 4.50%, and the targeted weighted-average recovery rates
at each rating level. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms will adequately mitigate its exposure to counterparty
risk under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk will be sufficiently
mitigated at the assigned preliminary ratings.
"The transaction's legal structure and framework will be bankruptcy
remote, in line with our legal criteria.
"The issuer will purchase some of the portfolio from a secured
special-purpose vehicle (SPV) grantor via participations; we expect
this purchase to comply with our legal criteria. The transaction
documents also require that the issuer and secured SPV grantor use
commercially reasonable efforts to elevate the participations by
transferring to the issuer the legal and beneficial interests as
soon as reasonably practicable following the closing date.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B, C, and D notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our preliminary ratings
assigned to the notes."
The class A loan and class A and E notes can withstand stresses
commensurate with the assigned preliminary ratings.
S&P said, "For the class F notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower 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 we have 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 BDR at the 'B-' rating level of 23.91%
(for a portfolio with a weighted-average life of 4.55 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 4.55 years, which would result in a target default rate
of 14.11%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A
loan and the class A to F notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
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
Prelim Prelim amount Credit Indicative
Class rating* (mil. EUR) enhancement (%) ** interest rate§
A AAA (sf) 142.80 36.90 Three/six-month EURIBOR
plus 1.31%
A loan AAA (sf) 105.20 36.90 Three/six-month EURIBOR
plus 1.31%
B AA (sf) 43.50 25.83 Three/six-month EURIBOR
plus 1.85%
C A (sf) 24.50 19.59 Three/six-month EURIBOR
plus 2.15%
D BBB- (sf) 28.00 12.47 Three/six-month EURIBOR
plus 3.10%
E BB- (sf) 18.00 7.89 Three/six-month EURIBOR
plus 5.60%
F B- (sf) 12.00 4.83 Three/six-month EURIBOR
plus 8.27%
Sub notes NR 30.90 N/A N/A
*The preliminary ratings assigned to the class A loan and class A
and B notes address timely interest and ultimate principal
payments. The preliminary ratings assigned to the class C, D, E,
and F notes address ultimate interest and principal payments.
** Based on the EUR400 million target par minus the EUR7 million
maximum reinvestment target par adjustment amount
§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.
SIGNAL HARMONIC V: S&P Assigns B- (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Signal Harmonic
CLO V DAC's class A, B, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes and class Z notes.
The ratings assigned to Signal Harmonic CLO V's notes reflect S&P's
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,796.14
Default rate dispersion 548.06
Weighted-average life (years) 4.91
Obligor diversity measure 89.57
Industry diversity measure 21.45
Regional diversity measure 1.19
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.71
Target 'AAA' weighted-average recovery (%) 37.51
Target weighted-average spread (net of floors; %) 3.96
Target weighted-average coupon (%) N/A
N/A--Not applicable.
Rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after closing,
while the non-call period will be 1.5 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 its 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 (3.90%),
the covenanted weighted-average coupon (4.00%), and the covenanted
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Until the end of the reinvestment period on Jan. 25, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"The transaction's legal structure and framework are bankruptcy
remote, in line with our legal criteria.
"The CLO is managed by Signal Loan Management Ltd. and the maximum
potential rating on the liabilities is 'AAA' under our operational
risk criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the ratings are
commensurate with the available credit enhancement for the class A
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B to E notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from closing--during which the transaction's credit risk
profile could deteriorate--we have capped our ratings on the
notes.
"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Signal Harmonic CLO V DAC is a European cash flow CLO
securitization of a revolving pool, comprising mainly
euro-denominated leveraged loans and bonds. The transaction is a
broadly syndicated CLO managed by Signal Loan Management Ltd.
Ratings list
Amount Credit
Class Rating* (mil. EUR) Interest rate§ enhancement
(%)
A AAA (sf) 244.00 Three/six-month EURIBOR 39.00
plus 1.40%
B AA (sf) 48.00 Three/six-month EURIBOR 27.00
plus 2.15%
C A (sf) 24.00 Three/six-month EURIBOR 21.00
plus 2.75%
D BBB- (sf) 28.00 Three/six-month EURIBOR 14.00
plus 3.75%
E BB- (sf) 16.80 Three/six-month EURIBOR 9.80
plus 6.10%
F B- (sf) 12.20 Three/six-month EURIBOR 6.75
plus 8.25%
Sub notes NR 29.30 N/A N/A
Z NR 11.72 N/A N/A
*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
=========
I T A L Y
=========
FULVIA SPV: Fitch Assigns 'BB+sf' Final Rating to Class E Notes
---------------------------------------------------------------
Fitch Ratings has assigned Fulvia SPV S.r.l.'s notes final ratings,
as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Fulvia SPV S.r.l.
A1 IT0005657553 LT AAsf New Rating AA(EXP)sf
A2 IT0005657785 LT AAsf New Rating AA(EXP)sf
B IT0005657793 LT AA-sf New Rating AA-(EXP)sf
C IT0005657801 LT A-sf New Rating A-(EXP)sf
D IT0005657819 LT BBBsf New Rating BBB(EXP)sf
E IT0005657827 LT BB+sf New Rating BB+(EXP)sf
Transaction Summary
The transaction is a securitisation of vehicle loans featuring a
standard amortisation (French) or balloon repayment granted to
individuals (persone fisiche) and individual entrepreneur
borrowers, by Hyundai Capital Bank Europe GmbH, Italian Branch
(HCIT), with a revolving period of five months.
HCIT is a branch of Hyundai Capital Bank Europe GmbH, a joint
venture between Santander Consumer Bank AG (A/Stable/F1) with a 51%
stake and Seoul-based Hyundai Capital Services Inc. with 49%
(A-/Stable/F1) in 2019.
KEY RATING DRIVERS
Limited Expected Loss: HCIT data has had low historical default
rates, in line with other captive auto loan lenders operating in
Italy. Fitch has assumed base-case lifetime default and recovery
rates of 1.1% and 40%, respectively. Fitch has applied a stress
multiple of 6.75x at 'AAsf' to the base-case default rate and a 50%
haircut to the base-case recovery rate. The default multiple
reflects the low base case, short default definition and balloon
risk, among other things.
High Balloon Component: The final portfolio comprises about 73%
balloon loans. Balloon loan borrowers may face a payment shock at
maturity if they cannot refinance the balloon amount or return the
car to the dealer. Fitch has factored balloon risk into its default
multiple of 6.75x for 'AAsf'.
Pro Rata Subject to Triggers: The class A to D notes repay pro rata
until a sequential redemption event occurs. Fitch sees a switch to
sequential amortisation as unlikely in the base case, due to the
gap between its portfolio loss expectations and performance
triggers. The mandatory switch to sequential paydown when the
outstanding collateral balance falls below a certain threshold
mitigates tail risk.
No Servicing Fees Modelled: The transaction envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. Fitch believes the reserve will be
adequate to cover its stressed servicer fees at the notes' maximum
achievable rating throughout the transaction's life. Therefore,
Fitch has not modelled any servicing fees in its cash flow
analysis, resulting in higher excess spread being available to the
structure.
Excess Spread Notes' Rating Cap: The class E excess spread notes
are not collateralised and their interest and principal are paid
from available excess spread. The class E notes start amortising
from the issue date and during the five-month revolving period.
Fitch caps the excess spread notes' rating at 'BB+sf', in line with
its Global Structured Finance Rating Criteria.
'AAsf' Sovereign Cap: The class A notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB/Positive/F2), which is the cap for Italian structured finance
and covered bonds. The Positive Outlook on the class A notes
reflects that on the sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The class A notes' rating is sensitive to changes to Italy's
Long-Term IDR. A negative rating action on Italy's IDR, reflected
on the related rating cap for Italian structured finance
transactions, could trigger negative action on the class A notes'
rating.
Unexpected increases in the frequency of defaults or decreases in
recovery rates could produce larger losses than the base case and
result in negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25% and a
decrease in the recovery base case by 25% would lead to downgrades
of up to two notches for the class B to D notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The class A notes' rating is sensitive to changes to Italy's
Long-Term IDR. An upgrade of Italy's IDR and the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A notes if the available credit enhancement
was sufficient to withstand stresses associated with higher
ratings.
An unexpected decrease in the frequency of defaults or an increase
in recovery rates producing smaller losses than the base case could
result in positive rating action. For example, a simultaneous
decrease in the default base case by 25% and an increase in the
recovery base case by 25% would lead to upgrades of one notch for
the class B notes and up to three notches for the class C and D
notes.
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 reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
NEXTURE SPA: S&P Assigns 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Nexture SpA, a food ingredients manufacturer based in Italy, and
its 'B' issue and '3' recovery ratings to the group's senior
secured floating rate notes, based on meaningful recovery prospects
of 50%-70% (rounded estimate: 50%).
The stable outlook indicates S&P's view of Nexture's resilient
operational performance supported by positive demand prospects for
the high-margin value-added products and established market
positions in the DACH region and Italy, leading to S&P Global
Ratings-adjusted EBITDA margin of 11-12%, adjusted leverage below
7x and positive FOCF in 2025 and 2026.
Nexture has raised EUR425 million of senior secured floating rate
notes to repay EUR404 million of debt at its subsidiaries, CSM
Ingredients and Italcanditi. At the same time, the group has issued
a EUR80 million revolving credit facility (RCF) maturing in 2032.
The 'B' rating mainly reflects Nexture's highly leveraged capital
structure under the ownership of private equity firm
Investindustrial. Nexture, the group resulting from the combination
of CSM Ingredients and Italcanditi, has issued EUR425 million
senior secured floating rate notes, maturing in 2032, to refinance
debt at the two subsidiaries, as well as cover transaction fees and
retain the remaining as cash balance. S&P said, "The capital
structure also includes an EUR80 million RCF, which we forecast
will be undrawn. We estimate S&P Global Ratings-adjusted debt of
EUR595 million-EUR605 million in 2025 and 2026, including the
notes, EUR10 million-EUR20 million of factoring lines, EUR40
million-EUR50 million of lease liabilities, and EUR105
million-EUR115 million of pension-related liabilities. Our forecast
credit metrics are in line with a 'B' rating, considering S&P
Global Ratings adjusted debt to EBITDA of 6.5x-6.7x in 2025 and
6.0x-6.2x in 2026, as well as FFO cash interest of comfortably at
2.5x-3.0x over the same period."
The group's FOCF should be positive in the next two years, although
the cash cushion in 2025 remains modest. S&P said, "Under our base
case, we forecast FOCF of EUR10 million-EUR20 million in 2025,
rising to around EUR15 million-EUR25 million in 2026, underpinning
the group's credit quality. Overall, we see the business as having
low capital expenditure (capex) intensity and that working capital
seasonality is limited. We assume about EUR15 million-EUR18 million
of capex annually, for maintenance, automation projects, IT, and to
support productivity improvements. We estimate limited expansion
capex, given the available capacity in Nexture's owned
manufacturing sites to absorb the anticipated growth in volumes. We
assume about EUR5 million-EUR15 million of annual working capital
requirements in 2025-2026 reflecting increasing inventories to
support revenue growth, while there are ongoing working capital
optimization initiatives enabled by strong relationship with
clients and suppliers, and efficient inventory management."
The combination of CSM Ingredients and Italcanditi will mean
Nexture will have a larger scale and wider product diversity, while
integration risks appear manageable. This is because the two
entities will maintain some level of independence from each other,
including separate salesforces, product offering, and IT systems,
while benefitting from cross-selling opportunities, strengthened
manufacturing capabilities, and synergies and procurement
efficiencies. S&P acknowledges IT system consolidation is typically
one of the most challenging parts of integration, sometimes
resulting in unforeseen costs, which is not a risk for Nexture.
Furthermore, Investindustrial has owned CSM Ingredients and
Italcanditi for several years, meaning it has good visibility over
market trends and the two companies' business model. S&P said, "CSM
has struggled in the past due to declining sales and rising costs,
although we understand the business has been restructured, despite
concerns on volume prospects on declining traditional bakeries. At
the same time, we note the track record of small bolt-on
acquisitions and their successful integration. These include Italy
based HiFood in 2022, which has provided Nexture with technological
capabilities and growth opportunities thanks to HiFood's focus on
profitable high-value, tailor-made ingredients of natural origin,
with a strong focus on plant-based, clean label solutions,
allergen-free, additive-free, and sustainable products. This was
particularly important for business expansion in the U.S., as the
group leverages on HiFood to service the U.S. market and maintain
strong pricing power and profitability and ensure its market
competitiveness. Nexture also acquired Italy-based ingredients
producers Rubicone in 2019 and Comparital in 2020, which led
Nexture to established itself as a point of reference in the
Italian Gelato industry, with strong focus on innovative
formulations and new flavors to better follow consumer trends. We
believe Nexture will continue to pursue bolt-on acquisitions, while
these should incur limited integration risks, even if multiple
transactions are executed in a short time frame. This is on the
back of Nexture's selection of targets aimed at consolidating its
presence in high growth segments (e.g., value-added ingredients),
while evaluating opportunities after prudent and rigorous analysis
and continuing to apply a disciplined approach to pricing. We
assume acquisitions of about EUR30 million from 2026."
Nexture's presence in the large and resilient food ingredients
sector and its focus on pushing its value-added products should
underpin profitable growth prospects. Supportive factors of the
sector expansion, and particularly for Nexture in the value-added
ingredients segment, are a growing population and rising incomes,
ice cream and patisserie affordability, indulgence trends, and a
rising demand for healthy, sustainable, and tailored nutrition,
including low sugar, "free from", functional, and plant-based
products. At the same time, the underlying food market should be
resilient to economic cycles. Demand for plant-based products may
increase during upcycles, while consumers tend to eat more often at
home and increase demand for processed food during downcycles. S&P
said, "We consider that Nexture is well positioned to capture
profitable market growth thanks to its strategic decision to expand
in value-added ingredients (currently 43% of total sales; with core
ingredients making up the remaining 57%) and in the industrial
channel (currently 44% of total sales; with traditional trade
making up the remaining 56%) over the next several years. In
addition, Nexture is a regional leader in key markets including
DACH, Benelux, the U.K. and Italy. We assume its leadership stems
from product innovation and capabilities, both in core and
value-added ingredients, and a track record of delivering
custom-made products, enabled by its manufacturing network. The
company also has a presence in the U.S. and China with the
value-added portfolio, as well as some emerging markets, which we
expect to boost growth prospects over the next several years."
Nexture's expansion of value-added ingredients and the industrial
channel supports our forecast of gradual revenue and profitability
growth, while its ability to pass through cost inflation and
cost-saving initiatives should also boost margins. Our forecast
includes S&P Global Ratings-adjusted EBITDA margin of about 11%-12%
in 2025 and 2026. S&P said, "We include in our base case EUR8
million-EUR10 million of annual exceptional costs in 2025 and 2026
to achieve margin-improvement initiatives. Value-added ingredients
benefit from strong growth and profitability prospects since
pricing is higher (versus core ingredients) and consumer demand is
rising. We note year-to-May 2025 sales grew by 0.4%, while we
anticipate full-year sales expanding by about 1.5%-2.0%, which is
below management's budget. The group will also pursue a deeper
reach in the industrial channel, given the material upside
potential of the higher margins of custom-made co-developed
products to meet customer-specific requests, while growth of
in-store bakeries and pastry chains should also support the
channel's development. At the same time, we acknowledge servicing
the industrial channel could be more challenging as players could
face pricing pressure from large retailers and foodservice
companies. Nexture has flexible client contracts with the ability
to renegotiate prices more frequently with traditional trade
customers and terms and conditions renewed annually with prices set
every three to six months based on volumes with industrial
customers. We believe clients are likely to accept price increases
in times of raw material cost inflation, since Nexture's products
usually represent a small portion of the end-product cost and have
high value-added. Nexture's large raw materials base and
relationship with many suppliers of fats, oils, sugars, dairies,
cereals, and fruits, coupled with a hedging policy underpinned by
forward purchases of raw materials and procurement contracts
matching industrial clients' contracts length, alleviate its
exposure to the risk of price spike or supply shortage of key
materials. Furthermore, the group wants to improve its
profitability through procurement efficiencies, pricing, salesforce
effectiveness, and manufacturing optimization. We note senior
management with extensive experience in large corporates has been
recently hired to help execute on the business strategy and
strengthen the group's operations."
The modest scale of operations relative to several rated
ingredients peers, as well as the increased competition in the
European and U.S. food ingredients sector, could limit profit
growth prospects for Nexture. The combined group will have a larger
business scale with projected adjusted EBITDA of EUR88
million-EUR93 million in 2025 but still remain of modest scale and
focused on relatively niche categories in some countries compared
with some regional and global rated peers. This could notably
translate into more limited financial means to support high
competition intensity and potential pricing pressures. S&P notably
benchmark Nexture against:
-- Food ingredients company IRCA Group Luxembourg Midco 3 S.a.r.l.
(B-/Stable/--), which has weaker credit metrics of over 7.0x debt
leverage and has a larger concentration of raw materials notably to
cocoa;
-- Solina Group Holding (B/Stable/--), with larger EBITDA and FOCF
generation that offset weaker credit metrics, notably adjusted debt
leverage of about 7.0x due to an aggressive acquisition strategy;
and
-- NovaTaste (B/Stable/--), with similar EBITDA, FOCF, and credit
metrics, but higher EBITDA margin.
To some extent, Nexture also competes with global manufacturers
like ingredients solutions firm Kerry Group (BBB+/Stable/A-2) and
chocolate producer Barry Callebaut (BBB-/Negative/--). At the same
time, Nexture's local presence allows for strong established
relationships with clients. The customer base comprises small and
midsize companies and industrial players in its main geographies,
with no concentration to a single client, since the top 10
customers represent about 18% of revenue. Additionally, the group's
ability to innovate swiftly and respond to briefs, as well as a
geographically diversified manufacturing footprint, have been
essential to its success in retaining customers.
S&P said, "The stable outlook indicates our view that Nexture's
operational performance should remain resilient, supported by solid
organic growth and S&P Global Ratings-adjusted EBITDA margin of
11%-12% in 2025-2026. We believe the operating performance should
be notably supported by the positive demand prospects for its
high-margin value-added products and established market positions
in the DACH region and Italy.
"We forecast the group will achieve FOCF of EUR10 million-EUR20
million in 2025 and of about EUR15 million-EUR25 million in 2026.
We also forecast S&P Global Ratings-adjusted debt to EBITDA of
6.5x-6.7x in 2025 and 6.0x-6.2x in 2026.
"We could lower our rating if Nexture's projected credit metrics
deviate from our base case, such as adjusted debt leverage at or
above 7x in the 12 months after the transaction closes. This would
also likely mean a weaker FFO cash interest coverage ratio,
dropping below 2x, and negative FOCF.
"This could happen in case of softer-than-expected demand or high
competition intensity in high-margin value-added products in the
DACH region and Italy or a sharp acceleration of decline in the
traditional channel. We would also view negatively the group
struggling to integrate acquisitions, leading to weaker
profitability and cash flow versus our base-case.
"We could raise our rating on Nexture if its credit metrics improve
well above our base case, such that S&P Global Ratings-adjusted
debt to EBITDA decreases to below 5x on a sustained basis. A higher
rating would also depend on a clear commitment from the company and
its owner to maintain debt leverage tolerance at this level at all
times, even after discretionary spending."
Rating upside would also hinge on considerably
higher-than-projected FOCF.
===================
K A Z A K H S T A N
===================
BANK CENTERCREDIT: S&P Affirms 'BB/B' ICRs, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB/B' long- and short-term issuer
credit ratings on Kazakhstan-based Bank CenterCredit. The outlook
is stable.
S&P also affirmed its 'kzA+' Kazakhstan national scale rating on
the bank.
BCC's operating performance remains solid. BCC reported 82% net
income growth in the first quarter of 2025 compared with the same
period in 2024, supported by 36% net interest income growth, lower
provisioning needs, and improved non-interest income contribution,
mostly due to commissions and income from dealing operations. The
group's ROAE has consistently exceeded 35% over the past few years
(49% in first-quarter 2025). While S&P expects it may somewhat
decline because of expected loan book growth deceleration, it
forecasts it will remain robust at about 20%-25% over the next
there years.
S&P said, "BCC's asset quality has improved over the past few
years, and we expect it will remain sustainable over 2025-2026. The
share of nonperforming loans declined to 5.1% of the gross loan
book in 2024 from 16% in 2021 (these include Stage 3 and purchased
or originated credit-impaired [POCI] loans and repossessed assets
held for sale in line with International Financial Reporting
Standards). Although we expect a moderate increase in unsecured
retail and SME loans in BCC's portfolio over 2025-2026, we
anticipate BCC will adhere to its cautious underwriting approach.
We expect nonperforming loans will remain at 5.5%-6.0% over the
next two years, which is comparable with the sector average level
of 7%. We also expect that its cost of risk will account for
1.7%-1.9% in 2025-2026 (1.5% in first-quarter 2025), broadly in
line with the system average metrics and consistent with our risk
profile assessment of "adequate".
"We expect BCC to remain adequately capitalized. BCC will maintain
solid capital buffers over 2025-2026, underpinned by its robust
financial performance and 100% earnings retention. We forecast our
risk-adjusted capital (RAC) ratio may improve to 8.7%-9.2% in the
next 18-24 months (compared with 7.5% in 2024). This is based on
our expectation that the bank's growth will decelerate to 15% in
2025, from above 35% over the past three years, on the back of
deceleration in auto loans growth and corporate lending decline. We
forecast its net interest margin will remain strong (7.0%-7.3%),
supported by still high interest rates and an anticipated increase
in the share of higher margin retail and SME loans.
"Our RAC ratio forecast incorporates a recently completed Kazakh
tenge (KZT)26.3 billion share buyback (about 4% of equity at
year-end 2024). We also take into account the bank's intention to
return a remaining part of the government support by the end of
2025 (KZT30 billion). Although the return of the government support
ahead of schedule could have a moderately negative impact on BCC's
profits in 2025 (about KZT20 billion or less than 10% of its
expected profit before tax), we expect this will be manageable for
the bank and supportive for its brand and market reputation.
"We continue to see BCC as a highly systemically important bank in
Kazakhstan, as one of the largest by assets and deposits. BCC
remains the third-largest of Kazakhstan's commercial banks, with a
market share of about 11% by total assets and 12% by retail
deposits as of June 1, 2025. However, we no longer incorporate
government support in the issuer credit rating because the bank's
intrinsic creditworthiness is now closer to our 'BBB-' long-term
local currency sovereign rating on Kazakhstan.
"The stable outlook on BCC reflects our expectations that it will
sustain its asset quality metrics over the next 12 months, while
maintaining its leading positions in the banking sector of
Kazakhstan and adequate capitalization.
"We consider the possibility of downgrade to be remote over the
next 12 months unless we observe material pressure on the bank's
asset quality and capitalization.
"We could consider positive rating action over the next 12 months
if the bank's profitability metrics remain solid and above the
market-average level, with increasing earnings stability, evidenced
by higher contributions from fee and commission income. This would
make the bank more comparable with higher-rated local and
international peers. Additionally, we could upgrade BCC if it
continues to build up its capitalization through 100% earning
retention and loan book growth deceleration, with a consistently
high RAC ratio exceeding 10%."
KAZAKHTELECOM: S&P Alters Outlook to Stable, Affirms 'BB' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Kazakhtelecom to stable
from negative, affirmed its long-term issuer credit rating at 'BB',
and raised its Kazakhstan national scale rating on Kazakhtelecom to
'kzAA-' from 'kzA+'.
The stable outlook reflects S&P's expectation that Kazakhtelecom is
on track to achieve breakeven FOCF by 2027, while maintaining
moderate leverage with debt to EBITDA of 1.5x-2.0x.
S&P said, "The revision of the outlook to stable reflects our
expectation that Kazakhtelecom will turn FOCF positive from 2027.
The company updated its development plan for the next years and
will prioritize the most important and strategic projects to
improve its competitive position and financial performance. Under
our estimates, Kazakhtelecom may invest about Kazakhstani tenge
(KZT) 160 billion in 2025 and KZT175 billion in 2026 (compared with
maintenance capex of less than KZT60 billion) in the 5G roll-out as
well as capacities for diversified digital services. We expect that
FOCF will remain moderately negative in the next two years and will
turn positive from 2027. The future rating developments will hinge
on the success of the company's updated strategy and its
execution."
Following the divestment of MT-S, Kazakhtelecom's mobile market
share declined to 30% from 56%, though it retains a leading
position in Kazakhstan's telecom sector. Kazakhtelecom remains
active in mobile through Kcell (30% share), alongside Beeline
(45%), and Tele2/Altel (26%), now forming a three-player market.
Kazakhtelecom continues to dominate fixed broadband with a 64%
share, ahead of Beeline (22%). However, higher investment needs and
operating costs in rural connectivity weigh on profitability,
contrasting with Beeline's 50% margin.
Strategic initiatives, - such as the 5G rollout and Kcell ecosystem
development, as well as high-tech projects--including
next-generation digital solutions, AI systems, and ICT
infrastructure--may support recovery of competitive positioning and
enhance profitability. However, the successful execution of these
initiatives is subject to considerable uncertainty. The scale and
complexity of deploying 5G infrastructure and building out the
Kcell ecosystem require substantial investment, effective
coordination, and timely implementation. Moreover, the competitive
landscape is evolving rapidly, and there is no assurance that these
efforts will translate into meaningful market share gains or
improved financial performance.
S&P said, "We expect modest leverage with debt to EBITDA below 2x
despite higher-than-anticipated dividends in 2025. In contrast to
our previous expectations that 50% proceeds from the disposal
should stay with the company to fund investments, almost all of the
amount was distributed as dividends. We understand that the
shareholder approved financial support to the company to partially
compensate for higher dividends and provide an additional source of
funding. With that, we forecast that leverage will stay moderate,
with debt to EBITDA below 2x, and anticipate no liquidity
concerns.
"The stable outlook reflects our expectation that Kazakhtelecom is
well on track to achieve breakeven FOCF by 2027, while meeting our
base case in terms performance, particularly its organic revenue
growth exceeding 10% and EBITDA margin of about 30%. We forecast
the company will maintain moderate leverage with debt to EBITDA of
below 2x.
"We could lower the rating if Kazakhtelecom's adjusted FOCF remains
negative. This could result from a weaker operating performance
than in our base case, for instance, due to intense competition
preventing revenue and EBITDA margin growth, or higher-than-planned
capex. Although unlikely, we could lower the rating if
Kazakhtelecom's net adjusted debt to EBITDA increases to about 3x.
This would stem, for example, from debt-funded acquisitions, higher
dividends, or deteriorating profitability.
"We are unlikely to upgrade Kazakhtelecom in the next 12 months,
given expected negative FOCF generation. In the longer run, we
could take a positive rating action when Kazakhtelecom improves its
competitive position by strengthening its mobile market share,
diversifying revenue streams, and improving profitability so that
its mobile business and high-tech projects can contribute more to
free cash flow generation. An upgrade would also hinge on adjusted
debt to EBITDA remaining below 2x."
===================
L U X E M B O U R G
===================
CULLINAN HOLDCO: S&P Places 'B-' Long-Term ICR on Watch Negative
----------------------------------------------------------------
S&P Global Ratings placed its 'B-' long-term issuer credit and
issue ratings on Cullinan Holdco on CreditWatch negative,
indicating that it could lower the rating by more than one notch if
the consent solicitation isn't successful. S&P could also lower the
ratings if the company doesn't secure contracts that will enable
revenue to be at least stable beyond 2026.
S&P considers Cullinan Holdco's recently announced consent
solicitation an opportunistic treasury management rather than a
distressed exchange, because it thinks the additional interest and
consent fee offset the maturity extensions.
Should this exchange succeed, Cullinan's near-term refinancing risk
will decrease.
S&P, however, continues to view the company's contract structure as
weak, since its largest customer, representing about 50% of
revenue, has not yet extended its contract; that ends in 2026.
S&P continues to forecast EBITDA of EUR105 million-EUR110 million
in 2025-2026 supporting interest payments, even in the case of
successful consent solicitation increasing Cullinan's average fixed
interest rate exposure to 8.5% from 4.625%. However, based on
current Euro Interbank Offered Rate (EURIBOR) levels, there will be
a smaller step-up on the floating portion of the debt, which was
previously priced at EURIBOR plus 475 basis points (bps).
S&P said, "The consent solicitation doesn't indicate a distressed
exchange, in our view. Cullinan's current capital structure
consists of two bonds (EUR380 million senior secured notes [SSN]
and EUR250 million floating-rate notes [FRN]), both maturing in
October 2026. The consent solicitation aims at extending the
maturity by three years to October 2029 while providing adequate
compensation to investors in our view." Upon the closing of the
consent solicitation, and should it succeed, S&P expects the
company to:
-- Pay EUR55 million of its EUR630 million notes
-- Increase fixed interest rate to 8.5% from 4.625% and smaller
step-up on the floating portion of the debt, previously priced at
EURIBOR plus 475 bps considering current EURIBOR levels.
-- Provide for up to 200 bps consent fee for early birds should
investors consent within the first 10 business days of the
solicitation
-- Add to the cash coupon a payment-in-kind (PIK) coupon of 250
bps per year applied to both the new SSN and FRN.
S&P will, however, monitor Cullinan's liquidity and liability
management strategy as its entire debt maturity will be
concentrated in 2029.
Uncertainty regarding contracted revenue remains beyond 2026. S&P
said, "We forecast Cullinan's EBITDA at EUR105 million-EUR110
million for both 2025 and 2026, since the company has contracted
sales of 80%-85% of its average annual wood pellet production. This
is broadly in line with 2024 levels. EBITDA could be affected by a
new U.K. subsidiary scheme to be introduced in 2027; however, the
scheme's conditions have not yet been determined. The vast majority
of contracted volumes are only until the end of 2026, because they
are tied to the maturity of the U.K. subsidy schemes for
incineration of biomass. Although the subsidy with CfD support for
biomass was extended to 2031, the overall monetary support will
likely lead to less electricity production from biomass from
2027-2031. We think biomass will still be needed in the U.K.'s
energy mix, but likely to be used more for peak load than base
load. In 2024, biomass represented about 8% of the U.K.'s energy
mix. Therefore, although operating performance is supported by a
good contract structure in 2025 and 2026, we see a clear risk that
it will be affected from 2027, depending on whether contracts are
renewed or replaced as well as on volume and contracted pricing.
Cullinan's largest customer is in the U.K. and represents about 50%
of its revenue. The contractual structure, with a high
concentration risk in a few customers, weighs heavily on our
business risk assessment."
S&P said, "The negative CreditWatch placement indicates that we
could downgrade Cullinan by one notch or more should the consent
solicitation fail to be implemented. We could also lower the
ratings if, by the end of 2025, the company cannot secure contracts
beyond 2026."
=====================
N E T H E R L A N D S
=====================
MV24 CAPITAL: S&P Affirms 'BB+' Notes Rating, Alters Outlook to Neg
-------------------------------------------------------------------
S&P Global Ratings revised the outlook on MV24 Capital B.V.'s $1.1
billion, 6.748% senior secured notes to negative from stable and
affirmed the 'BB+' issue-level rating. S&P also revised the
project's operations phase business assessment (OPBA) to a riskier
category ('6' from '5') because it believes that operational issues
have become more common than one-off occurrences. In addition, the
recovery rating on the debt is unchanged at '2' (95%)."
The negative outlook on the debt rating reflects the potential for
a downgrade if MV24 encounters additional operational issues that
affect its availability or bonus payments due to
longer-than-expected maintenance, leading to a debt service
coverage ratio (DSCR) below 1.20x in the next two years.
MV24 Capital B.V.'s underlying operating asset, the floating
production storage and offloading (FPSO) vessel Cidade de
Mangaratiba, has reported new concerns regarding the vapor recovery
unit (VRU), which is experiencing lube oil leakage; however, this
has not yet affected uptime.
Given the equipment's performance track record--marked by the need
to replace the VRU compressor for different reasons in 2023 and
2024, as well as the ongoing issues in 2025—S&P believes the
risks of the project not meeting contractual performance
requirements to receive bonus payments has increased, particularly
for 2025 and 2026. This could negatively affect the project's cash
generation, especially in 2026.
The project consists of an offshore oil FPSO vessel, Cidade de
Mangaratiba, deployed in October 2014 at the presalt field Tupi in
Brazil's Santos Basin. Consorcio do AIP de Tupi B.V.--a consortium
made up of Petrobras (67.216%), Shell Brasil Petroleo S.A.
(23.024%), Petrogal Brasil S.A. (9.209%), and Pre-Sal Petroleo S.A.
(0.551%)--owns the field.
The project's revenue comes from a 20-year charter agreement with
Petrobras on behalf of the consortium until October 2034. The
agreement has a fixed availability daily price of about $534,000 as
of October 2024, annually adjusted to 20% of the U.S. consumer
price index (CPI). In addition, Petrobras Netherlands B.V. (PNBV;
65%), BG Energy Holdings Ltd. (25%), and Galp Energia SGPS S.A.
(10%) guarantee the charter payments.
The outlook revision reflects increased risk of lower bonus
payments over the next two years, which could trigger a one-notch
downgrade.
S&P said, "We believe the project's operational issues have become
more recurring than isolated, increasing the risk of more extended
maintenance periods. This could hinder MV24's ability to earn its
maintenance allowance bonus--a key revenue stream that accounts for
approximately 10%–11% of total projected revenue. For instance,
over the past seven years, the project failed to receive bonus
payments in three years due to longer-than-expected maintenance
periods. Therefore, we revised MV24's OPBA up to '6' from '5'.
While this has no direct effect on the rating for now, it reflects
our view that the project is facing recurring issues with the VRU
compressor and more challenging performance standards under its
contractual framework, since it should spend limited maintenance
days while maintaining high levels of availability to qualify for
bonus payments. Failure to meet these requirements gradually erodes
revenue.
"Our base case is unchanged, for now. We continue to forecast 95%
uptime and a 41-day bonus allowance, which is equivalent to seven
maintenance days per year. The ongoing oil leakage is being
temporarily mitigated via oil tank replenishment, and a replacement
for the current VRU compressor is scheduled by mid-October, in the
project's contractual anniversary. Consequently, we still expect
minimum and median DSCRs of 1.22x and 1.28x, respectively, between
2025 and 2034. The operator's strategy is to conduct maintenance
between operational years to minimize the effect on any single
contract year. However, we think additional technical setbacks
could lead to further use of maintenance days during the 12th
operational year (starting Oct. 15, 2025), compromising bonus
eligibility and potentially pressuring debt service coverage.
"While the project has been facing some operational setbacks, we
continue to view it as fundamentally sound. It benefits from the
oversight of an experienced operator with a long-standing presence
both globally and in Brazil since 2003. Over its 11 years of
operations, the asset has demonstrated a track record of
operational performance, registering average availability of 95.5%
since deployment. Furthermore, the 20-year, fixed-price, and
availability-based charter agreement mitigates market exposure and
commodity risk, supporting stable and predictable cash flows. That
said, the project operates under stringent performance standards
embedded in the contractual framework, which--when combined with
the relatively high leverage--require consistent operational
discipline to preserve financial metrics and avoid the erosion of
performance-linked revenue.
"The rating on the project's notes remains higher than that on
Brazil. We believe the project would be able to pass a sovereign
stress scenario. This is principally due to the exporting nature of
the asset, the smooth debt payments, and existence of debt reserve
accounts. Even though the vessel operates in Brazil, the
documentation of the transaction defines that payments are
deposited in offshore accounts, all cash is held offshore, and
revenue and costs are denominated in dollars, offsetting the
foreign-exchange conversion risk. We didn't apply the typical cash
haircut because all cash is held offshore, invested under permitted
investment-grade titles.
"The negative outlook on the debt rating reflects the chances of a
downgrade in case MV24 is unable to repair the VRU compressor
within the targeted timeframe or presents additional operational
issues that reduce bonus payments and availability because of
longer-than-expected maintenance. Any of these could lead to a DSCR
below 1.20x in the next two years.
"We could lower the rating if the vessel's availability falls
consistently below our estimate of 95.0% or if new operational
issues require higher maintenance, affecting bonus payments and
leading to a minimum DSCR below 1.20x. In addition, a downgrade
could occur following a similar action on the revenue
counterparties to below 'BB', or a downgrade of Brazil.
"An upgrade is unlikely at this point considering the project's
operational concerns and that its DSCRs are tight for the current
rating category, with its contractual structure reliant on bonus
payments. We could revise the outlook back to stable in the next 12
to 18 months once we have more certainty that MV24's operational
issues have ceased."
===========
N O R W A Y
===========
NORDIC PAPER: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to kraft
and greaseproof paper producer Nordic Paper Holdings. S&P also
assigned its 'B' issue rating and '3' recovery rating to the EUR275
million term loan B (TLB).
S&P said, "The stable outlook on Nordic Paper reflects our
expectation that S&P Global Ratings-adjusted debt to EBITDA will
reach almost 3.7x at year-end 2025 and improve toward 3.2x by
year-end 2026, on the back of EBITDA growth supported by activities
at the Bäckhammar mill. The outlook also reflects our forecast of
substantial expansionary capital expenditure (capex), leading to
negative free operating cash flow (FOCF) of SEK93 million in 2025,
before a recovery to positive SEK7 million in 2026."
As of end-June 2025, private equity house Strategic Value Partners
(SVP), LLC owns 88.3% of Nordic Paper Holding AB, a Swedish
producer of kraft and greaseproof paper.
In June 2025, Nordic Paper raised a seven-year, EUR275 million
senior secured term loan B (TLB) due in 2032 and a EUR65 million,
6.5-year senior secured revolving credit facility (RCF) due in
2031. It used about EUR227 million (roughly SEK2.462 billion) of
the TLB proceeds for the repayment of a bridge loan, shareholder
dividends and transaction fees, and added the remaining EUR48
million to cash on the balance sheet.
S&P Global Ratings views Nordic Paper's business risk profile as
supported by leading positions in broadly stable niche markets with
moderate growth prospects. The group is the largest producer of
natural greaseproof paper in Europe and the leader in niche premium
applications in unbleached kraft paper products (such as premium
sack paper, machine finished paper, machine glazed paper, and
absorbent paper). S&P thinks growth in the kraft paper market will
continue to be supported by the move away from plastics and the
growing demand for e-commerce. Natural greaseproof benefits from
the reputation of chemically coated greaseproof paper being
tarnished by health concerns. Nordic Paper has a strong exposure to
the relatively stable food market, which accounted for about
two-thirds of its sales in 2024.
Nordic Paper's vertical integration into pulp production and its
proximity to wood and pulp suppliers also support its business risk
profile. Nordic Paper produces pulp in Bäckhammar, Sweden, meaning
its kraft paper operations are fully self-sufficient in terms of
pulp. The remainder of the pulp is used to make greaseproof paper
in Säffle, Sweden. Additional pulp is purchased externally, mostly
in Sweden. Considering Nordic Paper's main raw materials are wood
and pulp, S&P views its proximity to Scandinavian and North
American suppliers as credit positive.
The group's profitability is underpinned by its pricing power in
greaseproof paper. The group's average S&P Global Ratings-adjusted
EBITDA margin of about 19% is above that of industry peers. S&P
thinks the group has some pricing power in greaseproof paper, where
it can pass increases in raw material costs to customers via
quarterly price reviews. In contrast, in the more commoditized
kraft paper segment, selling prices follow supply-demand dynamics,
and not necessarily changes in input costs.
S&P said, "We see Nordic Paper's long-standing relationships with
customers and its manufacturing footprint as credit positive.
Nordic Paper's customers are mainly converters--the group focuses
exclusively on paper manufacturing and has no converting
operations. We think this supports its strong relationships with
customers, as they do not compete against each other. We see the
group's manufacturing footprint in Sweden, Norway, and Canada as
small, but somewhat diversified. That said, its operations in
Bäckhammar are by far the largest and represent close to 50% of
its paper capacity."
Business risks could emerge from the company's limited scale,
reliance on Europe (66% of sales), and lack of diversification in
products and end markets. Nordic Paper is one of the smallest
issuers in our rated forest and paper products portfolio. In 2024,
Nordic Paper reported revenue of SEK4.668 billion and an adjusted
EBITDA of SEK817 million. With only two product categories, the
group has a relatively narrow product range. End-market diversity
is also low, but this is offset by the relatively stable nature of
the food market, which accounted for 64% of sales in 2024.
Industrial uses account for 30% of sales and consumer products
represent 6%.
S&P said, "We do not rule out new capacity additions in the
greaseproof paper market. Despite some barriers to entry, such as
high capex requirements for greenfield projects and the benefits of
some vertical integration into pulp, some companies have announced
their intention to expand or enter this segment (mainly through the
conversion of paper machines), due to its growth prospects. At
3%-4%, expected growth rates of the greaseproof paper market over
the next five years are above those of more traditional paper
segments.
"Our 'B' rating on Nordic Paper reflects the company's new capital
structure, which includes a senior secured EUR275 million TLB due
in 2032 and a EUR65 million RCF due in 2031. Proceeds repaid a
SEK1.548 billion bridge loan put in place in early 2025 to
refinance previous debt, after a change of control provisions was
triggered. In the third quarter of 2025, the funds will also
support a SEK803 million payment to shareholders, mainly to SVP,
whose acquisition of an 85.7% stake in Nordic Paper in January 2025
was funded entirely with equity. The remaining funds went toward
cash on the balance sheet and transaction fees. The RCF was fully
undraw as of the end of June 2025.
"We forecast adjusted debt to EBITDA of about 3.7x in 2025 and
funds from operations (FFO) to debt of almost 15%. We expect
stronger debt metrics in 2026, due to volume growth and a SEK100
million EBITDA uplift from investments at the Bäckhammar mill. For
2026, we forecast adjusted debt to EBITDA of 3.2x and FFO to debt
of 18%-19%. We assess Nordic Paper's financial risk profile as
highly leveraged, given its financial sponsor ownership. Although
our projections could be in line with a stronger financial risk
profile, our assessment is constrained by the group's ownership
since we think SVP may pursue transactions that lead to a higher
indebtedness. We forecast negative FOCF of SEK93 million in 2025
and positive SEK7 million in 2026 due to large investments, mainly
in the Bäckhammar mill. Per our criteria, we do not net cash
available from our debt calculations, given the financial sponsor
ownership.
"We forecast improved FOCF of about SEK277 million in 2027, up from
SEK7 million in 2026. The improvement in FOCF will largely stem
from a 50% reduction in capex in 2027 to SEK298 million. This
reflects a reduction in growth capex from about SEK430 million in
2026 to roughly SEK135 million in 2027 on the back of the
completion of the bulk of scheduled investments in the Bäckhammar
site. FOCF will also be supported by EBITDA growth due to volume
growth and the contribution from the expansionary investments
completed in 2025-2026.
"The stable outlook reflects our expectation that Nordic Paper's
adjusted debt to EBITDA will near 3.7x at year-end 2025 and improve
toward 3.2x by year-end 2026, on the back of EBITDA growth
supported by activity at the Bäckhammar mill. The outlook also
reflects our forecast of negative FOCF of SEK93 million in 2025,
because of substantial expansionary capex, and then positive SEK7
million in 2026."
S&P could consider a negative rating action if Nordic Paper's:
-- FOCF remains negative or minimal on a sustained basis after
2026, potentially due to weakening market conditions,
lower-than-expected pricing power, or a lower-than-forecast
contribution from investments; or
-- Financial policy becomes more aggressive, characterized by
large debt-funded acquisitions, financial transactions (including
material sale & lease back transactions or factoring facilities),
or substantial dividend payments that materially deteriorate its
credit metrics.
S&P thinks an upgrade is unlikely in the next 12 months, given
Nordic Paper's financial sponsor ownership. However, beyond that
period, S&P could raise its rating if:
-- There was a material improvement in the company's business'
risk profile (for instance in terms of scale and cash generation);
-- Nordic Paper and its sponsor established a track record of
strong credit metrics such as substantial FOCF on a sustained basis
while adjusted debt to EBITDA remained below 4x; and
-- S&P observed a strong commitment from Nordic Paper's sponsor to
adhering to such metrics.
===========
R U S S I A
===========
TURKMENISTAN: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Turkmenistan's Long-Term
Foreign-Currency Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook.
Key Rating Drivers
Credit Strengths and Weaknesses: Turkmenistan's rating reflects the
country's extremely strong sovereign balance sheet, with the
highest sovereign net foreign assets/GDP and lowest public debt
among 'BB' and 'B' category peers, underpinned by the world's
fourth-largest gas reserves. These strengths are balanced against
weak governance, unconventional and opaque economic policy,
particularly the exchange-rate framework, a challenging business
environment, high commodity dependence and export market
concentration. Significant gaps remain in official data reporting,
despite some improvements.
Sustained External Financial Strength: Turkmenistan's external
finances remain among the strongest across the 'BB' and 'B' peer
groups. Fitch forecasts sovereign net foreign assets will remain
elevated at 50.8% of GDP in 2027, much higher than the 'BB' median
of 2.7%. Meanwhile, Fitch projects the current account surplus will
narrow to 0.3% of GDP (BB median: -2.7%), from an estimated 4.5% in
2024, reflecting a decline in global energy prices and strong
imports.
Fitch projects that foreign-exchange (FX) reserves will cover 52.1
months of current external payments, well above the 'BB' median of
4.7 months. Its FX reserves have generally aligned with
Turkmenistan's deposits in BIS-reporting banks in recent years,
although an unusual discrepancy emerged at end-2024. Fitch expects
liquidity metrics to remain strong, with external debt service at
6.3% of current external receipts in 2027, around half the 'BB'
median of 12.7%.
Distorted Exchange-Rate Regime: A substantial gap persists between
Turkmenistan's official exchange rate, fixed at 3.5 per US dollar
since 2015, and the parallel market rate, which has been at around
19 since mid-2022. The gap persists despite a marked improvement in
external liquidity. The longstanding requirement for state-owned
entities to surrender FX earnings remains. Fitch expects
authorities to refrain from using FX reserves to close the exchange
rate gap or address related economic distortions in the near term.
Fitch expects the official exchange rate to remain unchanged
through to 2027. The ongoing lack of transparency in exchange rate
policy constrains foreign investment.
Steady Gas Production: Fitch projects Turkmenistan's natural gas
production, which accounted for 67% of the country's total exports
in 2024, to decline modestly in 2025, before edging up in 2026.
This reflects scheduled maintenance of export pipelines, reduced
exports to key markets, particularly China, and a suspension of
exports to Russia after the expiration of the Gazprom deal in
mid-2024. Fitch expects modest diversification in terms of export
markets through the February 2025 gas supply agreement with
Turkiye, alongside increased exports to the neighbouring
countries.
Export Concentration: Turkmenistan's exports remain heavily
concentrated to China, which accounted for 88% of total gas exports
in 2024. Negotiations continue with China to construct a fourth gas
pipeline as part of the continued development of the Galkynysh gas
filed. This is planned to boost gas export capacity to China to 65
billion cubic meters (bcm), from the current 40bcm, but Fitch does
not expect the project to be completed before 2031.
Modest Fiscal Deficit: Fitch projects a modest rise in the general
government fiscal deficit to 0.2% of GDP in 2025 and 0.4% in 2027,
from an estimated 0.1% in 2024. The authorities treat privatisation
receipts and Turkmenistan Stabilisation Fund (TSF) transfers as
revenue items, while Fitch puts both below the line as per standard
practice. The small fiscal deficit reflects lower revenue, partly
due to falling energy prices; Fitch projects the oil price - the
main reference price for Turkmen gas contracts - to average at
USD70/barrel in 2025 and USD65 in 2027. Recurrent spending is
likely to stay high alongside public investment in the second phase
of the Arkadag 'smart city' project.
Low and Declining Public Debt: Fitch forecasts general government
debt will further edge down to 2.9% of GDP by end-2027, from its
estimate of 3.5% at end-2024, reflecting limited new borrowing.
This should keep the public debt ratio significantly below its 'BB'
median projection of 53.9% in 2027. Fitch assumes government debt
will remain entirely foreign-currency denominated and
project-related in coming years to support socio-economic
development. More than half of the country's outstanding debt
obligations are from international financial institutions,
consistent with the government's strategy after the full repayment
of domestic debt in 2022.
Robust, Opaque Fiscal Buffer: Turkmenistan's public finance profile
is underpinned by its large, fully local currency-denominated TSF.
The fund's outstanding balance reached TMT30.9 billion at end-2024,
of which TMT17.1 billion (5.9% of GDP) was fiscal reserves under
Fitch's definition held at the central bank. The key source of TSF
inflows is profit from state-owned entities at the government's
tier-2 level public finances, which are not captured in the state
budget. Tier-2 public finances are more than double the state
budget and lack transparency, complicating its fiscal assessment,
although there's no evidence of additional public debt.
Slowing Growth, Moderate Inflation Expected: Fitch forecasts GDP
growth to moderate to 2.3% in 2025, from 3.0% in 2024, and hover at
around this level till 2027 (its historical series is based on IMF
estimates, which are considerably lower than Turkmenistan's
official growth figure of 6.3%). This outlook reflects robust
public investment under the country's socio-economic development
programme, lower gas production and a challenging business
environment.
Headline inflation is likely to reach 5.5% in 2027, from 4.0% in
2025, as temporary disinflationary factors fade and public wages
and pensions increase steadily. Heightened geopolitical tensions in
the region also pose a risk to the country's growth and inflation
prospects.
ESG - Governance: Turkmenistan has an ESG Relevance Score 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.
Turkmenistan has a low WBGI ranking in the 11.5th percentile,
reflecting the centralisation of power, and a low World Bank
assessment of voice and accountability, regulatory quality, rule of
law and control of corruption.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Public/External Finances: A marked deterioration in the public
and external balance sheets, driven, for example, by lower energy
prices, disruption to key export contracts, a large and sustained
increase in government spending or the crystallisation of
contingent liabilities.
- Macro: Greater risk that weak economic policy credibility leads
to macro-instability and erosion of sovereign balance-sheet
strength.
- Structural: Destabilising political or geopolitical developments
that have an adverse impact on the economy and sovereign balance
sheet.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Macro: Improved credibility and consistency of economic policy
that reduces macroeconomic distortions and enhances the economy's
capacity to absorb shocks.
- Structural: An improvement in governance standards, economic data
availability and reliability and/or the business environment,
likely to be underpinned by policies to open up the economy.
- Public/External Finances: Additional sharp improvement in the
external and public sector balance sheet, for example, reflecting
persistently high prices of key hydrocarbon exports or greater
export capacity and/or greater transparency of fiscal policy and
the public-sector balance sheet.
Sovereign Rating Model (SRM) and Qualitative Overlay (QO)
Fitch's proprietary SRM assigns Turkmenistan a score equivalent to
a rating of 'BB+' on the Long-Term Foreign-Currency IDR scale.
Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final Long-Term Foreign-Currency IDR by applying
its QO, relative to SRM data and output, as follows:
- Macro: -1 notch to reflect a) an opaque and inconsistent economic
policy framework, which includes a large differential between the
official and parallel market exchange rate, and use of FX
rationing, despite a strong external position; and b) that the use
of the official exchange rate highly flatters some key GDP
metrics.
- Public Finances: -1 notch to reflect the distortion of key public
debt ratios by the official exchange rate, the large and highly
interconnected public sector, expenditure and revenue rigidities
(the latter from heavy reliance on gas exports to a single
customer), and uncertainty over the size and remit of off-budget
funds.
The SRM is Fitch'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
Long-Term Foreign-Currency 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
Turkmenistan's 'BB-' Country Ceiling is in line with its Long-Term
Foreign-Currency IDR. This reflects the absence of 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 did not apply
a qualitative adjustment to the model result.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
Data on the financial account of the balance of payments (BoP) is
incomplete, in particular as the government does not publish
figures on official international reserves, and net errors and
omissions. Available BoP data is consistent with trends in external
debt, central bank net foreign assets, and its estimate of FX
reserves, outweighing the uncertainty created by incomplete BoP
data and giving Fitch sufficient confidence in the BoP information.
Its assessment of the BoP data provides us with sufficient
confidence in its analysis of the credit profile to maintain the
rating.
ESG Considerations
Turkmenistan 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 Turkmenistan has a percentile
rank below 50 for the respective governance indicator, this has a
negative impact on the credit profile.
Turkmenistan 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 Turkmenistan has a percentile rank below 50 for the
respective governance indicators, this has a negative impact on the
credit profile.
Turkmenistan 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 Turkmenistan
has a percentile rank below 50 for the respective governance
indicator, this has a negative impact on the credit profile.
Turkmenistan 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 Turkmenistan, as for all
sovereigns. As Turkmenistan has a 20+ year record without a
restructuring of public debt, as captured in its SRM variable, this
has a positive impact on the credit profile.
Turkmenistan has an ESG Relevance Score of '4' for International
Relations and Trade, reflecting its heavy reliance on the sale of a
single commodity to a single customer. This has a negative impact
on the credit profile and is relevant to the rating and is a rating
driver.
Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of '3'. This 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
----------- ------ -----
Turkmenistan 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-
=========
S P A I N
=========
CAIXABANK CONSUMO 6: Moody's Affirms B3 Rating on EUR220MM B Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the rating of Class A notes in
CAIXABANK CONSUMO 6, FONDO DE TITULIZACION. The rating action
reflects the increased level of credit enhancement for the affected
notes.
Moody's affirmed the rating of the note that had sufficient credit
enhancement to maintain their current rating.
EUR1,780M Class A Notes, Upgraded to Aa1 (sf); previously on Jun
15, 2023 Definitive Rating Assigned Aa3 (sf)
EUR220M Class B Notes, Affirmed B3 (sf); previously on Jun 15,
2023 Definitive Rating Assigned B3 (sf)
Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.
RATINGS RATIONALE
The rating action is prompted by an increase in credit enhancement
for the affected tranches.
Revision of Key Collateral Assumptions
As part of the rating action, Moody's reassessed Moody's expected
default rate and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.
The performance of the transaction has continued to be stable since
closing. 90 days plus arrears currently stand at 1.0% of current
pool balance showing a stable trend over the past year. Cumulative
defaults currently stand at 2.6% of original pool balance up from
0.9% a year earlier.
For CAIXABANK CONSUMO 6, FONDO DE TITULIZACION, the current
expected default rate assumption is 6.75% of the current portfolio
balance, which corresponds to a slight decrease in the expected
default rate assumption as a percentage of the original portfolio
balance to 5.9% from 6.0% as of closing. The assumption for the
fixed recovery rate is 15.0%.
Moody's reassessed Moody's Portfolio Credit Enhancement ("PCE")
assumption for this transaction. PCE reflects the credit
enhancement consistent with the highest rating achievable in Spain.
As a result, Moody's have maintained the PCE assumption at 18.5%.
Increase in Available Credit Enhancement
Sequential amortization led to the increase in the credit
enhancement available in this transaction.
The credit enhancement for the Class A notes affected by the rating
action increased to 25.1% from 16.0% since closing.
The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in July
2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.
Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.
===========
S W E D E N
===========
INTRUM AB: Moody's Upgrades CFR & Global Senior Notes to Caa2
-------------------------------------------------------------
Moody's Ratings has upgraded the corporate family rating of Intrum
AB (publ) (Intrum) to Caa2 from Ca and assigned a B3 backed senior
secured rating to Intrum Investments and Financing AB's newly
issued new money bonds (new money notes) and a Caa3 backed senior
secured rating to its newly issued Guaranteed Senior Global Notes
(exchange notes). At the same time, the senior unsecured rating of
Intrum's existing Global Senior Notes, which will be delisted
following the transaction, has been upgraded to Caa2 from Ca. The
outlook for Intrum is stable. Previously, the ratings were on
review for upgrade. The outlook of Intrum Investments and Financing
AB is stable.
The rating action is triggered by the completion of Intrum's
court-supervised restructuring process and closing of the
restructuring transaction on July 24, 2025 [1]. The transaction
includes (1) the exchange of Intrum's existing senior unsecured
bonds maturing annually from 2025 through 2028 into an expected
Euro equivalent of EUR2.9 billion of newly-issued exchange notes at
90% of the original face value maturing annually from 2027 through
2030, in return for 10% of Intrum's equity; (2) the issuance of an
expected Euro equivalent of EUR526 million of new money notes due
in December 2027, ranking senior to the exchange notes, and whose
proceeds are to be used partially to repurchase a portion of the
exchange notes at 94.4% of par value; (3) the maturity extension
from January 2026 to June 2028 of the EUR1.1 billion revolving
credit facility, which ranks senior to the new money notes.
The transaction also involves a change to Intrum's legal entity
structure (hive-down) whereby (1) Intrum's material financial debts
are transferred to - and the new debt issued from - the new entity
Intrum Investments and Financing AB, a direct subsidiary of the
listed parent company Intrum AB (publ); and (2) substantially all
of the company's assets (including shares and other interests in
its direct subsidiaries and intellectual property), functions,
contracts and employees are transferred to the new entity Intrum
Group Operations AB, a direct subsidiary of Intrum Investments and
Financing AB. A security package has been put in place which
pledges the shares, as well as certain assets of the operating
companies as transaction security for the debts of Intrum
Investments and Financing AB.
Subsequent to the action, Moody's will withdraw the Caa2 ratings of
Intrum's existing notes following their delisting.
This rating actions concludes the review on Intrum initiated on 17
April 2025.
RATINGS RATIONALE
The upgrade of Intrum's CFR to Caa2 from Ca reflects several
factors, notably the near-term benefits of the restructuring
transaction on the company's financial flexibility, the envisaged
repositioning of the business model towards loan servicing with
lower deployment of own capital in a co-investment partnership, and
the potential to raise cost efficiencies by implementing technology
in the debt collection process.
The completed recapitalization is considered credit positive as it
provides an immediate extension of the debt maturity profile, and
anticipated improvements in leverage and interest coverage once
mandatory repurchases of exchange notes are completed within 60
days from the transaction date. The upgrade also reflects Intrum's
return to profitability in the first quarter of 2025 and
anticipated positive operating cash flows over the coming quarters
while the company is working to reposition its business model and
develop a revised business strategy.
Intrum's ratings, however, remain significantly constrained by
considerable negative financing cash flows, reduced earnings power
due to its recent inability to replenish its loan portfolios, still
relatively high leverage and a substantial tangible equity
deficit.
While the extension of debt maturities will provide the business
with some near-term financial stability, it will need to build a
track record of stabilizing its profitability and demonstrating
first successes in transforming its business model ahead of the
next debt maturities and refinancing cycle.
Given the challenges for Intrum in managing the transformation of
its business model while its financial flexibility remains
stretched, as well as its previous propensity to resort to debt
restructuring at the expense of creditors, Moody's have maintained
a one-notch negative adjustment for corporate behavior and risk
management in the Caa2 CFR. As a result, the credit impact score
under Moody's framework for assessing environmental, social and
governance (ESG) considerations has been maintained at CIS-5,
reflecting the unchanged high risk governance issuer profile score
(IPS) of G-5.
The B3 backed senior secured rating of Intrum Investments and
Financing AB's new money notes and the Caa3 backed senior secured
rating of its exchange notes reflects Intrum's CFR and the results
of Moody's loss-given-default analysis of the company's debt
structure following the restructuring. The new money notes benefit
from the subordination of the much larger issuance volume of the
exchange notes, but rank junior to the revolving credit facility.
The upgrade of the rating of Intrum's existing Global Senior Notes
to Caa2 from Ca prior to their delisting remains based on an
expected loss approach, reflecting Moody's views that debtholders
will have to bear losses of 10 %, thereby taking account of the
realized loss rate to bondholders in the partial debt-to-equity
conversion.
OUTLOOK
The stable issuer outlooks for Intrum and Intrum Investments and
Financing AB reflect Moody's expectations that the group's credit
fundamentals will remain challenged over the next 12 to 18 months
and commensurate with a Caa2 CFR.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Intrum's CFR could be upgraded if the company's financial
performance shows sustained improvement, as evidenced by
consistently positive earnings and improved cash flows, and if its
Debt/EBITDA leverage is reduced substantially.
The senior secured debt ratings could be upgraded because of an
upgrade of Intrum's CFR.
Intrum's CFR could be downgraded if its financial performance
materially weakens and the firm's profitability, cash flow, and
interest coverage deteriorate.
The senior secured debt ratings of the new money notes could be
downgraded due to 1) a downgrade of Intrum's CFR or 2) a
substantial reduction in the amount of debt considered junior to
the new money notes, such as repurchasing exchange notes using a
higher share of the proceeds from the new money notes than
currently anticipated.
The senior secured debt ratings of the exchange notes could be
downgraded due to 1) a downgrade of Intrum's CFR or 2) a
substantial increase in the amount of debt considered senior to the
notes.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Finance
Companies published in July 2024.
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.
=====================
S W I T Z E R L A N D
=====================
BREITLING: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Switzerland-based watch manufacturer Breitling and issue rating on
its senior secured term loan B (TLB) to 'B-' from 'B'.
S&P said, "The stable outlook reflects our expectation of a gradual
recovery of sales and profitability starting from fiscal 2027,
resulting in a deleveraging trend and an improving cash interest
coverage ratio. Furthermore, we expect Breitling to maintain an
adequate liquidity position with no short-term refinancing risk.
"The downgrade reflects primarily Breitling's continued
underperformance and weaker credit metrics versus our previous base
case--mainly owing to softer consumer demand. Under our revised
base case, we now estimate S&P Global Ratings-adjusted debt to
EBITDA to increase above 9x in 2026, and to stay close to 8x in
2027. In fiscal 2025, the group reported sales decrease of 5.6%
year-on-year amid weaker consumer confidence in Breitling's key
markets. Macroeconomic uncertainties continue to impact
discretionary spending by aspirational customers, combined with
lower tourism spending. We expect this softer consumer behavior
will persist in fiscal 2026 with revenue decreasing to Swiss franc
(CHF) 760 million-CHF770 million (CHF782 million in 2025).
Similarly, we estimate Breitling's S&P Global Ratings-adjusted
EBITDA margin in 2026 will remain under pressure, in the 19%-20%
range versus 21.4% posted in fiscal 2025. The expected margin
deterioration is also coming from new ramp-up costs related to
re-launch of Universal Genève (UG) (acquired in 2023) and Gallet
(acquired in 2024) both scheduled for fiscal 2027, while the group
continues with its efforts to expand its offering (including more
female watches) and the roll-out of new boutiques at a reduced
pace. The group, in line with other industry peers, is expected to
maintain its brand investments to protect its market share in a
competitive environment. Having said that, we expect a gradual
recovery in sales in fiscal 2027 driven by a better performance of
the Breitling brand and assuming the launches of UG and Gallet.
Similarly, we expect a gradual recovery in adjusted EBITDA of
CHF175 million-CHF180 million by year-end 2027 mainly driven by the
maturing effect of internal boutiques, cost saving initiatives,
pricing initiatives, lower cost of goods sold (as a percentage of
sales), and some product mix benefit from the contribution of UG
and Gallet. As such, we estimate the group's S&P Global
Ratings-adjusted debt to EBITDA will remain above 9x in fiscal
2026, while reducing close to 8x in fiscal 2027.
"We forecast Breitling's annual free operating cash flow (FOCF)
after leases at negative CHF30 million-CHF35 million in fiscal 2026
with profitability and product launches pressuring cash flow
generation. The group was able to improve its adjusted FOCF before
leases in fiscal 2025 to CHF16.5 million (versus negative CHF53
million in fiscal 2024) thanks to working capital improvements,
primarily driven by better inventory management--adjusting
production to better align with stock levels--and contained capital
expenditure (capex). Under our base case for fiscal 2026 we expect
an ongoing reduction in capex to CHF45 million and some limited
cash inflow from working capital change. Despite that, because of
the group's lower expected profitability, we expect FOCF after
leases to remain negative at CHF30 million-CHF35 million. For
fiscal 2027, despite an expected gradual recovery in the group's
operating performance, we assume annual FOCF after leases to remain
under pressure, mainly due to higher operating expenditure and
additional working capital and capex requirements (expected capex
at about CHF60 million) mainly associated with supporting the
launches of UG and Gallet. Although we expect a gradual recovery of
the luxury industry during 2026, we note a high degree of
unpredictability around policy implementation by the U.S.
administration and possible responses--specifically with regard to
tariffs--and the potential effects on economies, supply chains, and
credit conditions around the world. As a result, our base-line
forecasts carry a significant amount of uncertainty. As situations
evolve, we will gauge the macro and credit materiality of potential
and actual policy shifts and reassess our guidance accordingly.
"We continue to view Breitling's liquidity position as adequate,
with no imminent liquidity or refinancing pressures and available
credit facilities. As of March 31, 2025, the company had about
CHF127 million in cash and CHF110 million availability of committed
credit facility. We expect that this, will be sufficient to
self-fund operations and support long-term growth initiatives. We
also expect the cash balance, expected to be CHF70 million-CHF80
million at the end of fiscal 2026, will be sufficient to prevent
meaningful draws on the revolving credit facility (RCF).
Furthermore, we do not envisage any short-term refinancing risk and
the group's next material debt maturity is in 2028. Our adjusted
debt calculation for fiscal 2025 includes about 1.0 billion
Swiss-franc-equivalent TLB due in 2028, lease liabilities of CHF180
million-CHF185 million, and other liabilities (including pensions
and seller financing) of about CHF220 million-CHF240 million.
"The stable outlook reflects our expectation of a modest recovery
in volumes and profitability from fiscal 2026 and thereafter,
resulting in lower leverage, positive annual FOCF, and an improving
cash interest coverage ratio. Furthermore, we expect Breitling to
maintain an adequate liquidity position with no short-term
refinancing risk.
"We could lower the rating if Breitling's liquidity position
deteriorates or if the company deviates from its expected
deleveraging trajectory with adjusted debt to EBITDA remaining
elevated and with negative cash flow generation, which would lead
us to regard the capital structure as unsustainable. This could
happen in case of prolonged severe deterioration of the luxury
watch industry with the company not being able to defend its market
share and reduce its operating costs in a timely manner.
"We could raise the rating if management's initiatives lead to
operating performance improving above our base case, with a gradual
improvement in cash flow generation and deleveraging leading to
adjusted debt to EBITDA comfortably below 7x, sustained positive
FOCF generation, and with funds from operations (FFO) cash interest
coverage at or above 2x.
GLOBAL BLUE: S&P Withdraws 'B+' ICR Following Debt Repayment
------------------------------------------------------------
S&P Global Ratings withdrew its 'B+' ratings on Global Blue Group
Holding AG and its debt at the issuer's request. At the time of the
withdrawal, the outlook was stable. This follows the completed
acquisition of Global Blue by Shift4 Payments Inc. (BB-/Stable/--)
on July 3, 2025. Global Blue also fully repaid its EUR610 million
term loan due December 2030 and discontinued its undrawn EUR97.5
million revolving credit facility due October 2030.
===========
T U R K E Y
===========
TURKEY: Moody's Upgrades Issuer & Senior Unsecured Ratings to Ba3
-----------------------------------------------------------------
Moody's Ratings has upgraded the Government of Turkiye's long-term
foreign- and domestic-currency issuer and foreign-currency senior
unsecured ratings to Ba3 from B1 and changed the outlook to stable
from positive. Moody's have also upgraded the foreign-currency
backed senior unsecured rating of Hazine Mustesarligi Varlik
Kiralama A.S. to Ba3 from B1. The entity is a special purpose
vehicle, wholly owned by the Republic of Turkiye, from which the
Treasury issues sukuk certificates. Moody's consider the
liabilities of this entity to be an ultimate obligation of the
Government of Turkiye. The outlook on Hazine Mustesarligi Varlik
Kiralama A.S. has also been changed to stable from positive.
The upgrade reflects the strengthening track record of effective
policymaking, more specifically in the central bank's adherence to
monetary policy that durably eases inflationary pressures, reduces
economic imbalances, and gradually restores local depositor and
foreign investor confidence in the Turkish lira. The upgrade also
reflects the view that the risk of a policy reversal has receded,
although it will remain present in the coming years.
The stable outlook balances upside and downside risks to Turkiye's
credit profile. On the upside, extending the track record of
effective policymaking without political interference has the
potential to support the improvement in Turkiye's external position
more substantially than Moody's currently assume. Furthermore, the
government's ongoing and planned structural reforms could improve
Turkiye's resilience to external shocks by further reducing its
energy import dependence and increasing the competitiveness of
exports. Conversely, a possible return to policies that would again
fuel economic imbalances represents a key downside risk. Given its
still relatively weak external position, captured by the central
bank's comparatively modest foreign-currency buffers, Turkiye also
remains vulnerable to large balance of payments shocks.
Concurrently with the rating actions, Moody's have raised Turkiye's
local-currency country ceiling to Baa3 from Ba1. The three-notch
gap between the local-currency ceiling and the sovereign issuer
rating reflects the improving track record of monetary and
macroeconomic policy effectiveness and a relatively limited
government footprint in the economy. These factors are balanced
against Turkiye's exposure to elevated political risks and the risk
of a reversal in the current policy direction.
In addition, the foreign-currency ceiling has been raised to Ba2
from Ba3. The two-notch gap between the foreign-currency and
local-currency ceilings reflects the central bank's still
relatively weak foreign currency buffers compared to the country's
gross external financing needs and the latent risk of a return to
previous policy settings, in which regulatory measures were used to
suppress foreign currency demand.
RATINGS RATIONALE
RATIONALE FOR UPGRADE TO Ba3
IMPROVING MONETARY POLICY CREDIBILITY, DECLINING INFLATION AND
REDUCED ECONOMIC IMBALANCES
The upgrade is driven by the strengthening track record of monetary
policy effectiveness through the central bank's adherence to a
monetary policy stance which fosters lower inflation. Moody's
expects that the authorities will continue to prioritize
disinflation and restoring macroeconomic and financial stability.
This approach has been maintained without signs of political
interference since the June 2023 elections, including during
domestic political turbulence in recent months, and in the face of
global economic and financial market headwinds, and emerging social
pressures related to the ongoing monetary policy adjustment.
The central bank's improving credibility was underscored by its
response to the pressure on the Turkish lira during March-April
2025 following domestic political unrest and the announcement of US
tariffs. Significant tightening of interbank liquidity and a large
interest rate hike helped to stabilize the lira. After a pronounced
fall as a result of central bank intervention, net foreign currency
reserves have started to rebuild, but are still 25% lower than in
mid-March.
The tight monetary policy stance is yielding tangible results. For
instance, inflation has dropped to 35% year over year in June 2025
from 72% in June 2024, and measures of inflation expectations
indicate the central bank's improving credibility. Moody's projects
Turkiye's annual inflation to fall to around 30% by the end of 2025
and to around 20% by the end of 2026. Nevertheless, inflation and
inflation expectations will even then remain well above the level
before the 2021-2024 inflation shock and higher than other Ba-rated
sovereigns, constraining Moody's assessments of Turkiye's credit
profile.
Monetary policy adjustment since June 2023 has also supported the
rebalancing of Turkiye's economy away from growth driven by
overheating domestic demand, fueled by excessive credit growth.
Household consumption growth, in particular, slowed sharply to 2%
year over year in the first quarter of 2025 from around 4% in 2024
and nearly 14% in 2023. Consequently, and also helped by lower
energy prices, Turkiye's current account deficit narrowed sharply
to 0.9% of GDP in the 12 months to March 2025 from the peak of 5.4%
of GDP in the 12 months to March 2023, easing external pressures.
Moody's expects domestic demand to remain subdued in the coming two
years and real GDP growth to slow to 2.2% in 2025 from 3.2% in 2024
before rising back to 3.2% in 2026, remaining below the economy's
potential growth estimates ranging from 3.5% to 4.5%.
While external pressures have declined significantly with the
narrowing of the current account deficit and the favorable oil
price backdrop, external vulnerability risks remain elevated as
underscored during March-April this year when a large outflow of
predominantly short-term foreign capital led to significant reserve
losses at the central bank. Despite a significant recovery since
early May, central bank foreign-currency reserves net of swaps
cover only around 30% of total outstanding short-term external
debt, compared to 70-100% before 2018.
RATIONALE FOR STABLE OUTLOOK
The risks around the baseline scenario that supports a Ba3 rating
are balanced.
On the upside, maintaining the current monetary policy approach
focused on disinflation could bolster the external position more
significantly than Moody's currently assume, reflecting the central
bank's improving credibility and the absence of political
interference including as the next election cycle approaches. In
addition, continuation of supportive incomes policies and further
fiscal consolidation, in line with the government's medium-term
program, may contribute to disinflation in a more tangible way than
Moody's currently assess.
In such a scenario, stronger and more stable foreign capital
inflows would help to replenish the central bank's net
foreign-currency reserves, significantly reducing Turkiye's
external vulnerability risks. Furthermore, ongoing and planned
structural reforms related to the energy sector and those aimed at
improving the business environment and export competitiveness have
the potential to increase Turkiye's resilience to external shocks.
On the downside, the current orthodox policy framework could
unravel in the face of political pressures, rolling back credit
improvements since early 2024. Although this is not Moody's
baseline scenario, Turkiye has experienced multiple periods of
macroeconomic policies that fueled external vulnerability in the
context of the country's unsettled political climate. In such a
downside scenario, capital outflows could exert significant
pressure on the lira, eroding central bank reserves and raising
inflation. Moreover, given its still high external vulnerability,
due to the central bank's relatively modest foreign-currency
buffers, a severe external shock to Turkiye's balance of payments
also remains a source of downside risks.
ESG CONSIDERATIONS
Turkiye's ESG credit impact score at CIS-4 reflects an overall
negative impact of ESG factors, in particular still weak
governance.
Turkiye has moderate exposure to environmental risks (E-3) across a
range of categories, such as water supply, natural capital, and
waste and pollution. The country is vulnerable to water stress and
has experienced lower winter precipitation, which negatively
impacts the quantity and quality of water in Turkiye's rivers, an
important source of drinking water, irrigation, and power
generation. Carbon transition risks are also material and reflect a
relatively high share of coal and gas-fired energy generation which
could hinder Turkiye's export competitiveness as major markets in
particular in Europe adopt carbon border-adjustment mechanisms.
Exposure to social risks is similarly moderate (S-3). While
Turkiye's young population supports its demographic profile, youth
unemployment is high, labor force participation is low and
informality is widespread. High inflation has eroded living
standards, adding to social risks. The overall provision of basic
services such as safe drinking water and sanitation services to the
population is uneven across the country and weaker than in many
other OECD countries.
Governance risks remain a key risk to Turkiye's credit profile
(G-4), notwithstanding the decisive change in monetary policy. The
quality of institutions weighs on overall governance. The overall G
score incorporates the recently improved score for policy
credibility and effectiveness to reflect the continuing ability to
maintain prudent fiscal policies despite a range of shocks.
GDP per capita (PPP basis, US$): 40,501 (2024) (also known as Per
Capita Income)
Real GDP growth (% change): 3.2% (2024) (also known as GDP Growth)
Inflation Rate (CPI, % change Dec/Dec): 44.4% (2024)
Gen. Gov. Financial Balance/GDP: -4.9% (2024) (also known as Fiscal
Balance)
Current Account Balance/GDP: -0.8% (2024) (also known as External
Balance)
External debt/GDP: 39% (2024)
Economic resiliency: baa3
Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.
On July 22, 2025, a rating committee was called to discuss the
rating of the Turkiye, Government of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have not materially changed. The issuer's
institutions and governance strength, have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has not materially changed. The issuer's susceptibility to
event risks has not materially changed.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the authorities continue to
effectively implement policies that restore macroeconomic stability
and allow for a substantial reduction in external vulnerability
risks. Upward pressure on the rating would also increase if
economic reforms are implemented that structurally lower the
sovereign's susceptibility to exchange rate and inflation shocks,
for example by further reducing Turkiye's dependence on energy
imports and durably eliminating the backward-indexation of wages.
Reforms that durably increase central bank independence would also
be credit positive.
Downward rating pressure would emerge if the improvements in
disinflation, de-dollarization and official external liquidity
buffers durably reversed, and/or if the authorities returned to the
previous policies characterized by a push for strong credit growth,
large wage hikes or the inability to reign in government spending.
In this scenario, macroeconomic and financial stability risks would
rise again. A large and persistent erosion of central bank net
foreign-currency reserves that would threaten the ability of the
government to service its external debt would also be credit
negative. A policy reversal or a large erosion of central bank
reserves could materialize in the context of a crystallization of
domestic political risks.
The principal methodology used in these ratings was Sovereigns
published in November 2022.
The weighting of all rating factors is described in the methodology
used in this credit rating action, if applicable.
Turkiye's "a2" economic strength score is set two notches below the
initial score of "aa3" to account for the fact that the
historically high trend growth has been in part due to
unsustainably strong credit-fueled domestic demand and to reflect
lower innovation, flexibility and diversification in the economy
compared to peers. The "b1" institutions and governance strength
score is set one-notch below the initial score of "ba3" to capture
the vulnerability of monetary and fiscal policy institutions to
political interference, which in the past has led to significant
increases in macroeconomic and financial instability. The "baa1"
fiscal strength score is set one notch below the initial "a3" score
to reflect Moody's expectations that debt affordability will
deteriorate in coming years as a result of high real interest
rates. This leads to a final scorecard-indicated outcome of
Ba1-Ba3, which is one notch below the initial scorecard-indicated
outcome of Baa3-Ba2. The assigned rating is within the final
scorecard-indicated outcome.
===========================
U N I T E D K I N G D O M
===========================
WOLSELEY GROUP: S&P Assigns 'B' ICR on Refinancing Transaction
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to U.K.-based specialist merchant distributor Wolseley Group
Holdings Ltd. S&P assigned its 'B' issue rating to the company's
new GBP350 million senior secured notes due January 2031. The
recovery rating is '3' (recovery range: 50%-70%; rounded estimate:
50%). S&P does not rate the company's ABL.
S&P said, "The stable outlook reflects our expectation of a gradual
recovery in EBITDA over the next 12-18 months, driven by modest
sales volume growth and cost-saving initiatives. As a result,
adjusted debt to EBITDA should improve to considerably below 5.0x
in fiscal 2026 from about 4.8x-5.0x in fiscal 2025. We also expect
the company to maintain EBITDA interest coverage well above 2.0x, a
comfortable liquidity buffer with a long-dated maturity profile,
and positive free operating cash flow (FOCF) after lease payments
of about GBP15.5 million-GBP17.5 million in fiscal 2026. In fiscal
2025, we expect negative FOCF, after lease payments, of about GBP2
million-GBP3 million."
Wolseley Group Holdings Ltd. issued new senior secured notes of
about GBP350 million to refinance its existing senior loan and
distribute shareholder remuneration, and amended and extended its
existing asset-backed loan (ABL).
S&P views the capital structure as highly leveraged, with S&P
Global Ratings-adjusted debt to EBITDA projected at 4.8x-5.0x for
fiscal 2025 (ending July 31, 2025).
Wolseley Group Holdings Ltd. is a leading U.K.-based specialist
merchant distributor. Wolseley was carved out from Ferguson PLC in
an acquisition completed by Clayton, Dubilier & Rice (CD&R) in
January 2021. Since then it has operated exclusively in the U.K.
and Ireland markets. Wolseley is a leading specialist merchant of
heating, ventilation, and air conditioning (HVAC), plumbing,
renewables, sanitaryware, infrastructure, and utility products in
these two markets. The company is exposed to resilient end markets;
repair, maintenance, and improvements (RMI), and new build, like
larger peers Patagonia Holdco 3 Ltd. (Huws Gray; CCC+/Stable/--)
and SIG PLC (B/Negative/--). Wolseley's overexposure to the
nondiscretionary RMI segment, along with balanced contribution from
the two segments--55% and 45% of revenue in fiscal 2024 for RMI and
new build, respectively--has been a key element in containing the
impact from subdued construction activity in the past. Wolseley's
business model benefits from a diverse product offering alongside
specialist knowledge available in branches, similar to SIG PLC.
Well-diversified supplier and customer bases ensure continuity of
operations. S&P believes Wolseley has favorable low supplier and
customer concentration. The company sources more than 400,000 stock
keeping units (SKUs) from over 3,000 suppliers, predominantly in
the U.K., with no supplier accounting for more than 8% of cost of
goods sold. S&P said, "The fact that the top 10 suppliers account
for about 30% of the cost of sales mitigates potential supply chain
disruptions, in our view. Wolseley serves more than 75,000 active
trade customers across the U.K. and Ireland. We view the company's
customer base as adequately diversified, with the top 10 customers
accounting for only 9% of revenue."
Wolseley's modest scale of operations and focus on the U.K. end
market constrain our rating. With annual revenue of about GBP2.3
billion, Wolseley is smaller than other competitors in the sector,
including peers SIG PLC, BME Group Holding B.V. (B-/Negative/--),
Stark Group (Winterfell Financing S.a.r.l.; B-/Stable/--) and
Quimper AB (B+/Negative/--). Moreover, Wolseley's activity is
concentrated exclusively in end markets of the U.K. and Ireland
(93.5% and 6.5% of revenue, respectively). S&P views this as high
geographical concentration compared with the aforementioned peers,
which enjoy a more diversified market presence, predominantly
across Europe.
Wolseley is deploying digital technology to simplify processes.
Wolseley has made significant investment in digitalization,
including launching the Plumb App in June 2024 and redesigning its
website in March 2025. S&P said, "We believe that Wolseley's focus
on strengthening digital capabilities will simplify and strengthen
the purchase process. The company reported digital revenue in the
Plumbing and Heating division of about GBP160 million for the 12
months ended Jan. 31, 2025. Furthermore, updated digital processes
have significantly reduced the time required to open cash and
credit accounts--to about 60 minutes from one to two weeks
previously. We note that Wolseley includes near-term investment
initiatives focused on IT and digital in its capital expenditure
(capex)."
S&P said, "We think the heat pump segment has long-term growth
potential. Wolseley is the U.K. market leader in the heat pump
segment, which we think has significant long-term growth potential,
driven by government initiatives to make heat pumps the primary
heating source for housing and gradually replace gas boilers. The
government aims for about 600,000 installations per year by 2028,
with adoption influenced by financing options, the
electricity-to-gas price ratio, and installer expertise. Until
2028, we expect the heat pump market will remain relatively small
due to the large installed base of gas boilers in the U.K. and the
boiler market will continue to thrive due to ongoing repair and
maintenance needs.
"We project that Wolseley will report resilient performance in
fiscal 2025, followed by sales growth in fiscal 2026. Similar to
that of other peers operating in the U.K. market, like Patagonia
and SIG, Wolseley's performance is affected by subdued sales
volumes and the indirect impact of the recent U.S. tariffs.
Wolseley's revenue growth has been constrained by the prolonged
market downturn and weak customer sentiment. We anticipate that the
U.K. market will begin to recover in late 2025, continuing through
2026. We project stable revenue of about GBP2.3 billion in fiscal
2025, due to the challenging market environment. In fiscal 2026, we
project revenue will increase by 5.3%-5.5% to about GBP2.4 billion,
reflecting the anticipated volume recovery and positive customer
sentiment. Nevertheless, we note that our estimates carry a certain
degree of uncertainty due to current market conditions and the
potential indirect consequences of the tariff implementation under
the Trump administration and its impact on the global economy.
"Cost-saving initiatives and decreasing restructuring costs should
lead to improved profitability. We expect Wolseley will optimize
its gross margin profile and cost setup through an ongoing
procurement and category management initiative and through constant
monitoring of its operating expenditure base. This, combined with
reducing restructuring costs related to completed acquisitions to
about GBP1 million in fiscal 2026 from GBP7 million in fiscal 2025,
should lead to gradually improving profitability. We forecast S&P
Global Ratings-adjusted EBITDA of about GBP120 million-GBP140
million in fiscal 2025, translating to an S&P Global
Ratings-adjusted EBITDA margin of about 5.6%-5.8%. This would be an
increase from 5.3% in fiscal 2024, which was mainly due to
challenging market conditions and was partly offset by lower
restructuring costs. We expect the S&P Global Ratings-adjusted
EBITDA margin to improve to about 5.9%-6.4% in fiscal 2026-2027,
driven mainly by market recovery, operating leverage, and lower
restructuring costs.
"We anticipate FOCF after lease payments will turn positive in
fiscal 2026. We expect Wolseley will maintain its resilient
through-the-cycle cash flow performance. We anticipate limited
working capital outflow, which combined with decreasing
restructuring costs will compensate for the higher cash interest
expenses following the refinancing transaction. We project annual
capex will be about GBP30 million-GBP35 million in fiscal
2025-2026, representing about 1.0%-1.5% of revenue, of which about
55%-60% will relate to maintenance capex. We project about GBP45
million-GBP55 million in cash interest payments and limited working
capital cash outflow of about GBP5 million-GBP10 million over the
same period. This results in our estimate of negative FOCF, after
lease payments, of about GBP3 million-GBP4 million in fiscal 2025,
and we expect FOCF after lease payments to turn positive at about
GBP13.5 million-GBP15.5 million in fiscal 2026. We typically use
FOCF after lease payments as a credit metric for entities in the
building materials distribution sector, as defined by S&P Global
Ratings, as it serves as an indicator of the potential consumption
of the company's liquidity headroom.
"We anticipate that Wolseley's capital structure will be highly
leveraged since the completion of the transaction, with S&P Global
Ratings-adjusted debt to EBITDA at about 4.8x-5.0x in fiscal 2025.
S&P Global Ratings-adjusted debt will include the new senior
secured notes of GBP350 million, used for refinancing the existing
GBP219 million senior secured loan and for shareholder remuneration
of about GBP121 million, along with the extended ABL of GBP305
million. We note that the company has no pension liabilities, lease
liabilities are about GBP170 million, and there are no outstanding
factoring programs. We expect leverage will decline to 4.2x-4.4x in
fiscal 2026 from our estimate of 4.8x-5.0x at the end of fiscal
2025, mostly due to improving profitability. Given its ownership by
private equity company CD&R, we believe Wolseley's appetite for
deleveraging is low and assume that self-generated cash flow will
be used to fund external development opportunities rather than debt
reduction. We therefore do not deduct cash balances from our
calculation of adjusted debt. Nevertheless, we expect Wolseley will
deleverage below the 5.0x leverage trigger faster than other
financial sponsor-owned distributors like BME and Stark Group.
"The stable outlook reflects our expectation of a gradual recovery
in EBITDA over the next 12-18 months, driven by modest sales volume
growth and cost-saving initiatives. As a result, S&P Global
Ratings-adjusted debt to EBITDA should improve comfortably below
5.0x in fiscal 2026 from about 4.8x-5.0x in fiscal 2025. We also
expect the company to maintain EBITDA interest coverage comfortably
above 2.0x, a comfortable liquidity buffer with a long-dated
maturity profile, and positive FOCF, after lease payments, of about
GBP15.5 million-GBP17.5 million in fiscal 2026. In fiscal 2025, we
expect negative FOCF, after lease payments, of about GBP2
million-GBP3 million."
S&P could lower the rating if:
-- Leverage remains elevated--higher than 6.0x--without any
prospects of a quick recovery;
-- FOCF after lease payments is persistently negative and this
leads to a considerable weakening in liquidity; or
-- Financial policy, especially for acquisitions and shareholders
distributions, is not supportive of the current rating level.
In S&P's view, there is limited probability of an upgrade over the
next 12 months, reflecting the lack of a track record of S&P Global
Ratings-adjusted debt to EBITDA below 5.0x and the possibility that
private equity ownership could translate into more aggressive
financial policy, leading to higher leverage. For this reason, S&P
could considers raising the rating if:
-- Adjusted debt to EBITDA remains consistently below 5.0x on a
sustained basis;
-- The company maintains solid positive FOCF after lease payments;
and
-- Shareholders show a strong commitment to maintaining leverage
at a level commensurate with a higher rating.
[] UK: Kroll Comments on Government's Small Business Plan
---------------------------------------------------------
Commenting on the Government's Small Business Plan, Benjamin Wiles,
Managing Director Kroll said: "The measures made in the Small
Business Plan will be broadly welcome by business. We have seen
firsthand how late payments place huge liquidity issues on small
businesses. Likewise, the uncertainty over the business rate
multiplier has placed unnecessary cliff edges for leisure and
hospitality businesses. Since the start of the year, our data shows
that while company administrations are overall down, there's been a
spike for high street businesses, notably retail (up 20%) and
leisure and hospitality (up 12%).
"What's critical is that these policies are joined up. Reducing red
tape and simplifying processes are of course essential. Yet, at the
same time there are additional costs from the recycling levy as
well as proposed employee rights. Businesses are pausing on
investment as they look ahead to what the Government may do in the
Autumn Budget."
About Kroll
Kroll -- http://www.kroll.com-- is an independent provider of risk
and financial advisory solutions. Kroll's team of more than 6,500
professionals worldwide continues the firm's 100-year history of
trusted expertise spanning risk, governance, transactions and
valuation.
===============
X X X X X X X X
===============
[] BOOK REVIEW: The Titans of Takeover
--------------------------------------
Author: Robert Slater
Publisher: Beard Books
Softcover: 252 pages
List Price: $34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html
Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge. No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars. Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the twentieth
century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.
Then came the decade of the 1980s. Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done. These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted
Turner -- saw what others missed: that many of the corporate giants
were anomalies, possessed of assets well worth possessing yet with
stock market performances so unimpressive that they could be had
for bargain prices.
When the corporate raiders needed expert help, enter the investment
bankers (Joseph Perella and Bruce Wasserstein) and the M&A
attorneys (Joseph Flom and Martin Lipton). And when the merger
went through, enter the arbitragers who took advantage of stock
run-ups, people like Ivan "Greed is Good" Boesky.
The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.
By mid-decade, every industry had been affected: in 1985, 3,000
transactions took place, worth a record-breaking $200 billion. The
players caught the fancy of the media and began showing up in the
news until their faces were almost as familiar to the public as the
postman's. As a result, Jane and John Q. Citizen's in Wall Street
began its climb from near zero to the peak where (for different
reasons) it is today.
What caused this avalanche of activity? Three words: President
Ronald Reagan. Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.
Reagan took office on Jan. 20, 1981, and it wasn't long after that
that his Attorney General, William French Smith, trotted before the
D.C. Bar to opine that, "Bigness does not necessarily mean badness.
Efficient firms should not be hobbled under the guise of antitrust
enforcement." (This new approach may have been a necessary
corrective to the over-zealousness of earlier years, exemplified by
the Supreme Court's 1966 decision upholding an enforcement action
against the merger of two supermarket chains because the Court felt
their combined share of 8% (yes, that's "eight percent") of the Los
Angeles market was potentially anticompetitive.)
Raiders, investment bankers, lawyers, and arbitragers, plus the fun
couple Bill Agee and Mary Cunningham --remember them? -- are the
personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.
About The Author
Robert Slater (1943-2014) was an American author and journalist. He
was known for over two dozen books, including biographies of
political and business figures like Golda Meir, Yitzhak Rabin,
George Soros, and Donald Trump. Slater graduated with honors from
the University of Pennsylvania in 1966, with a degree in political
science. He received a master's degree in international relations
from the London School of Economics in 1967.
*********
S U B S C R I P T I O N I N F O R M A T I O N
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2025. All rights reserved. ISSN 1529-2754.
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