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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Tuesday, August 5, 2025, Vol. 26, No. 155
Headlines
G E R M A N Y
BIRKENSTOCK HOLDING: Fitch Hikes IDR to 'BB+', Outlook Stable
G R E E C E
INTRALOT S.A.: DBRS Confirms B Issuer Rating
I R E L A N D
DRYDEN 66: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
INVESCO EURO X: Fitch Puts 'B-sf' Final Rating to Cl. F-R Notes
LAST MILE: DBRS Confirms BB Rating on Class E Notes
SIGNAL HARMONIC V: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
I T A L Y
ARAGORN NPL 2018: DBRS Puts 'C' and 'CCC' Note Ratings Under Review
RED & BLACK 2: Fitch Affirms 'BB+sf' Rating on Class E Notes
L U X E M B O U R G
CULLINAN HOLDCO: Fitch Lowers Long-Term IDR to B-, Outlook Negative
R O M A N I A
ROMANIA: DBRS Gives BB(high) LongTerm Issuer Rating
S P A I N
CAIXABANK PYMES 13: DBRS Confirms BB Rating on Series B Notes
SABADELL CONSUMO 2: DBRS Confirms B(high) Rating on Class F Notes
S W E D E N
POLESTAR AUTOMOTIVE: Closes Class A ADS Sale to PSD Investment
U N I T E D K I N G D O M
AGDEN CONSULTING: S&W Partners Named as Administrators
ARDEN BIDCO: Fitch Assigns 'B(EXP)' Long-Term IDR, Outlook Stable
CBE PLUS: Interpath Ltd Named as Joint Administrators
FLOODLIGHT LEISURE: Kroll Advisory Named as Joint Administrators
FUND OURSELVES: Azets Holding Named as Administrators
HERMITAGE 2024: DBRS Confirms BB(high) Rating on Class E Notes
NEWDAY FUNDING 2025-2: DBRS Finalizes BB Rating on Class E Notes
OAKMAN DEV: PricewaterhouseCoopers Named as Joint Administrators
OAKMAN INNS: PricewaterhouseCoopers Named as Administrators
SHAWBROOK 2022-1: Fitch Hikes Class E Notes Rating to 'BBsf'
SIMMONS WEST: Kroll Advisory Named as Joint Administrators
TAURUS 2025-3: DBRS Finalizes BB Rating on Class E Notes
TWELVE OAKS: Turpin Barker Named as Administrators
VANILLA BAR: Kroll Advisory Named as Joint Administrators
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G E R M A N Y
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BIRKENSTOCK HOLDING: Fitch Hikes IDR to 'BB+', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has upgraded Birkenstock Holding plc's Long-Term
Issuer Default Rating (IDR) to 'BB+' from 'BB'. The Outlook is
Stable.
The upgrade reflects Birkenstock's specialist market positioning,
which facilitates strong profitability, free cash flow (FCF) and
deleveraging capacity. It also reflects Birkenstock's adherence to
a conservative financial policy, which anchors the rating and the
Stable Outlook.
The rating remains constrained by the company's size, limited but
growing diversification, and exposure towards consumer spending, as
well as adherence to financial policies under private equity
ownership.
The Stable Outlook reflects its expectations of a resilient
operating performance in FY25-FY26 (financial year ending
September) with a limited impact from US tariffs, which Fitch
believes can be compensated by demand from other geographies and
Birkenstock's pricing power.
Key Rating Drivers
Conservative Capital Structure: The upgrade reflects Birkenstock's
significant deleveraging in FY24, with EBITDA gross leverage
reducing to below 2x following debt repayments in FY23-FY24,
including from the cash proceeds of a EUR449 million IPO. Fitch
projects EBITDA gross leverage will average about 1.5x over
FY25-FY27 (net: around 1.0x), creating healthy rating headroom.
This leverage is more conservative than the 'BB' mid-point for
Fitch-rated consumer products companies, reflecting high product
concentration, moderate scale and niche market position.
Strong Growth Should Continue: Fitch expects Birkenstock's revenue
to grow by mid-teens in FY25 assuming some deceleration from the
19% sales growth reported for the first half of the year, and
moderation towards high single digits over FY26-28. Fitch expects
that potentially slower revenue growth in the US due to lower sales
volumes following the introduction of trade tariffs will be offset
by continuing strong sales growth in other geographies, including
Asia where the group is expanding. Growth will also be supported by
ongoing manufacturing capacity expansion and the roll out of new
stores across key geographies.
Birkenstock's actions to mitigate the potential impact of trade
tariffs include stock build up, strong pricing power and logistic
optimisation in the US. Fitch assumes these will allow it to
contain the direct and indirect effects from tariffs on its revenue
growth and profitability in the important US market in FY25-FY26.
Financial Policy is Key: The upgrade also reflects Birkenstock's
adherence to a defined financial policy since the L Catterton
transaction in 2021, including a public commitment to reduce net
debt/EBITDA (IFRS 16 as calculated by the company) to below 1.0x.
Fitch expects its shareholder returns policy, which Fitch models
mainly in terms of share buybacks, will not compromise its leverage
target, with business expansion remaining the priority over
shareholder distributions in the medium term. Adherence to this
conservative financial policy anchors the rating in the upper 'BB'
category, balancing its niche product offering and size.
Strong Brand; Effective Distribution: The rating reflects
Birkenstock's continued rapid revenue growth despite muted consumer
sentiment in some of its markets, with the brand gaining wide
appeal and a loyal customer base, particularly in the US and
Europe. This is driven by the product's unique and increasingly
appreciated qualities of comfort, innovation, and an effective
distribution model, with careful allocation of products across
markets and channels, including a growing direct-to-consumer online
sales channel.
Strong Profitability Anchors Rating: The company's business model,
with a strong brand proposition allowing decent pricing power, and
its high level of vertical integration, should translate into the
Fitch-calculated EBITDA margin remaining strong at 28%-29% over
FY25-FY28, commensurate with the top end of the investment-grade
category for the sector. Reduced debt and lower interest charges
and its assumption of capex at 4.5% of revenue (FY24: 4.1%) means
Fitch expects Birkenstock's FCF margin to remain in the high single
digits to low teens. This would allow headroom for shareholder
returns, which Fitch assumes as share repurchases of around EUR200
million a year.
Scale, Diversification Constrain Ratings: The ratings are
constrained by Birkenstock's narrow product diversification and
moderate scale for the sector. Birkenstock's strong performance is
due to fashion appeal in its product offering, with various designs
and colours, increasing its vulnerability to consumer preference
changes. About 70% of sales in FY24 came from its five core models,
albeit in a wide range of variants, concentrated on sandals and the
premium end. These operating risk factors are balanced by strong
profitability, a healthy FCF margin and conservative leverage.
Gradual Product Diversification: Birkenstock is diversifying its
products with a variety of styles under each model to meet regional
appetite and evolving consumer trends and preferences, plus
expansion into lower- and higher-priced items and closed-toe
products. Fitch believes diversified geographical growth, the trend
towards more casual clothing and increasing consumer health
consciousness could be beneficial for Birkenstock's orthopaedic
offering, and help reduce risks related to a narrow product
portfolio.
Peer Analysis
Birkenstock's credit profile is comparable with Levi Strauss & Co.
(BBB-/Stable). Both have high concentration on one brand. After
deleveraging, Birkenstock has comparable conservative financial
discipline, greater penetration into the direct-to-consumer channel
and higher profitability. The one-notch rating differential is
mainly due to Levi Strauss's much greater scale and diversification
by product.
Birkenstock has a more concentrated product portfolio than Spectrum
Brands, Inc. (BB/Stable), a well-diversified manufacturer of home
and garden, personal care and pet care products. However, Spectrum
has significantly lower profitability, with an EBITDA margin of
around 9%-10%, leading to Birkenstock's EBITDA about twice as large
as Spectrum's and greater FCF generation. Fitch also projects
leverage to be marginally stronger, compared with its expectations
for Spectrum at about 2x in 2025-2027.
Birkenstock's business profile is weaker than Hasbro Inc.
(BBB-/Stable), a leading player in the global toy industry. The
one-notch rating differential primarily reflects Hasbro's larger
market size within a broader industry and strong intellectual
property portfolio of owned brands. However, Birkenstock benefits
from a stronger financial profile, characterised by higher
profitability, a stronger FCF margin, and lower gross leverage
compared to Hasbro's projected EBITDA leverage of around 3.0x.
Mattel Inc. (BBB-/Stable) is a leading global toy manufacturer with
a stronger business profile than Birkenstock, due to its larger
market size and greater diversification, which justify its higher
rating. Birkenstock has a higher EBITDA margin and lower leverage
metrics but maintains high concentration within its product
portfolio.
Key Assumptions
Fitch's Key Assumptions within Its Rating Case for the Issuer
- Organic growth of around 16% in FY25, followed by CAGR of 9%
during FY26-FY28, mostly driven by growth in APAC and the Americas
- EBITDA margin of 28.4% in FY25 gradually improving toward 29.5%
over FY26-FY28
- Net working capital at approximately 36% of sales to FY28
- Capex of about 4.5% of sales over FY25-FY28
- Share buyback of EUR200 million a year over FY25-FY28.
- No dividends
- No M&A to FY28
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Unsuccessful implementation of the commercial strategy or
weakening brand appeal leading to EBITDA declining below EUR500
million
- EBITDA margin falling below 27% and failure to maintain a
mid-single digits FCF margin
- Absorption of resources in connection to growth, or financial
policy changes causing gross EBITDA gross leverage to rise above
2.0x or EBITDA net leverage to above 1.5x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch does not envisage an upgrade in the medium term, but it would
be subject to the company maintaining its successful commercial
strategy leading to EBITDA growth towards USD1 billion together
with increased financial policy clarity, including on shareholder
distribution policy, supporting consistent FCF margins in the
high-single digits and EBITDA gross leverage trending towards 1x.
Liquidity and Debt Structure
Fitch expects Birkenstock to maintain comfortable liquidity for
FY25-FY28. This comprises Fitch-calculated EUR310 million cash on
balance sheet as of end-2024, strong FCF generation through to FY28
and the availability of a EUR215 million revolving credit facility
(EUR10 million of the EUR225 million facility is allocated for
guarantees purposes only) due in 2029.
Birkenstock's liquidity profile has improved since its IPO,
supported by strong operating cash flows that provide flexibility
in capital allocation. The company remains focused on investing in
its supply chain and retail expansion, while also targeting ongoing
deleveraging. Share buybacks remain an additional flexible option.
Birkenstock has no debt maturities before February 2029 (EUR375
million and USD280 million tranches of new term loan B) or April
2029 (EUR428.5 million notes). The mandatory 5% amortisation of its
US dollar-denominated senior secured term loan B is the only
scheduled debt repayment over the rating horizon.
Issuer Profile
Birkenstock is a Germany-based manufacturer of branded casual
footwear.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
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Birkenstock Holding plc LT IDR BB+ Upgrade BB
Birkenstock Financing
S.a.r.l.
senior unsecured LT BB+ Upgrade BB
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G R E E C E
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INTRALOT S.A.: DBRS Confirms B Issuer Rating
--------------------------------------------
DBRS Ratings GmbH confirmed Intralot S.A.'s (Intralot or the
Company) Issuer Rating at B and changed the trend to Positive from
Stable following the Company's announcement that it has entered
into a definitive transaction agreement to acquire Bally's
Corporation's (Bally's) International Interactive business. Bally's
International Interactive division (formerly Gamesys Group) is a
global interactive gaming operator predominately operating iGaming
activities in the UK.
KEY CREDIT RATING CONSIDERATIONS
Intralot will acquire 100% of the equity of Bally's Holdings
Limited (a wholly owned subsidiary of Bally's and the current
parent company of the International Interactive Business), for
total consideration of approximately EUR 2.7 billion, comprising
EUR 1.53 billion in cash and 873.7 million new Intralot shares to
be issued. Upon completion of the transaction, Bally's is expected
to become the majority shareholder of Intralot, up from its current
33% holding, and Intralot is expected to remain listed on the
Athens Stock exchange. The acquisition should occur in Q4 2025,
subject to certain shareholder approvals, regulatory approvals, and
other closing conditions.
With the change in trend to Positive from Stable, Morningstar DBRS
acknowledges the potential improvement to the Company's business
profile and the potential for stronger credit metrics following the
combination of both companies. However, Morningstar DBRS balances
these positives with the recognition that there are significant
financing needs along with some potential integration challenges,
particularly in realizing synergies in excess of 10% of the
combined group's EBITDA, as well as a still-leveraged capital
structure.
CREDIT RATING DRIVERS
Morningstar DBRS may consider a positive credit rating action if,
all else equal, there is a sustainable improvement in the Issuer's
business risk profile, such as a noted reduction in
contract/customer concentration risk and a continued expansion of
profitability margins and ongoing debt repayments that improve key
financial metrics from current levels, including
debt-to-proportionate EBITDA of less than 4.0 times (x) on a
sustainable basis.
Morningstar DBRS may consider a negative credit rating action if,
all else equal, Intralot's credit metrics deteriorate below the
forecasted assumptions, such as adjusted cash flow-to-debt trending
below 10% and/or debt-to-proportionate EBITDA trending higher than
5.0x. Morningstar DBRS may also consider a negative credit rating
action if the Issuer takes on incremental debt and/or if negative
events affect its business risk profile, such as the loss of a
major customer contract or other adverse business development
EARNINGS OUTLOOK
The pending business combination would be transformative in nature
given the relative size of Bally's International Interactive
business, which has a carve-out EBITDA of about EUR 280 million,
compared with Intralot's standalone Morningstar DBRS-adjusted
EBITDA of approximately EUR 103 million in the last 12 months to
March 2025. Additionally, the combination would fundamentally
change the group's business mix from Intralot's current focus on
business-to-business (B2B) lottery game technology services (circa
55% of Intralot's standalone business) to a marked focus on
business-to-consumer (B2C) iGaming and sports betting (expected to
represent 73% of the combined business). This shift may require the
incorporation of Morningstar DBRS' industry supplement for Casino
Operators and Online Gaming Industry within the "Global Methodology
for Rating Companies in Services Industries", compared with the
current use of only the Service Provider Industry supplement.
FINANCIAL OUTLOOK
To support the cash consideration and to refinance its existing
debt, Intralot has obtained commitments for debt financing of up to
EUR 1.6 billion and the Company expects to launch a new EUR 400
million share capital increase. Bally's has obtained separate
financing to refinance its existing indebtedness, and Morningstar
DBRS understands that the International Interactive carve-out will
not have existing financial indebtedness upon transfer of
ownership. Intralot expects closing net leverage of around 3.3
times (x) with a medium-term net leverage target of 2.5x (under the
Company's definition), which roughly translates to Morningstar
DBRS-adjusted gross debt-to-EBITDA of about 4.5x to 5.0x upon
closing and 3.5x to 4.0x over the medium term. While the opening
leverage would represent a weakening from Morningstar DBRS' current
base case assumptions, the expected deleveraging from ongoing cash
flow generation and targeted synergies of EUR 35 million to EUR 40
million would gradually improve the combined group's credit metrics
over the medium term.
CREDIT RATING RATIONALE
Comprehensive Business Risk Assessment (CBRA): B
The business combination would likely have a moderately positive
effect on Intralot's current CBRA from the acquisition of
complementary business lines, which would strengthen the Company's
relative market position and diversification. While Bally's
International Interactive B2C iGaming activities may be subject to
more volatility and competition than Intralot's contracted B2B
services, increasing consumer adoption of iGaming provides
structural tailwinds, and the increased scope of the combined
business could help mitigate Intralot's re-contracting risks.
Additionally, Bally's International Interactive reports stronger
standalone EBITDA margins, which would benefit operating
efficiency, along with the targeted synergies and free cash flow
generation supported by the targets' less capital-intensive
operations. International Interactive is overwhelmingly
concentrated in the UK, and while the combination would diversify
into a new material operating region with a robust regulatory
environment, the geographic concentration risk would be shifted
from the Americas (about 60% for Intralot as a standalone entity)
to the UK (60% for the combined entity).
The current CBRA reflects Intralot's credit strengths, including
(1) more than 30 years of operating experience in a regulated
industry benefitting from high barriers to entry; (2) a proven
ability to win long-term contracts from incumbent market players
and retain clients with an 89% contract renewal rate; (3) a suite
of proprietary technology solutions, supported by 186 patents; and
(4) an increasing proportion of revenue and earnings in developed
markets from a largely institutional client base. Conversely, the
credit rating also reflects certain constraints, including (1) the
Issuer's relatively small size compared with larger market players
and the concentration risk arising from a limited number of
contracts; (2) a long sales cycle that is typical in the industry,
averaging 15 years and requiring upfront investment to support
growth; (3) potential execution risk and timing uncertainties
resulting from Intralot's growth strategy; and (4) foreign-exchange
risk exposure, given that the Issuer has global operations without
a formal hedging policy, particularly with respect to its 50.01%
stake in its partnership subsidiaries in Turkey and Argentina.
Comprehensive Financial Risk Assessment (CFRA): BB
Intralot's current financial metrics are consistent with a BB
credit rating range. While the opening leverage following the
transaction would represent a weakening from Morningstar DBRS'
current base case assumptions, the expected deleveraging from
ongoing cash flow generation and targeted synergies of EUR 35
million to EUR 40 million would gradually improve the combined
group's credit metrics over the medium term.
Intrinsic Assessment: B (high)
The Intrinsic Assessment (IA) is based on the CBRA and CFRA. Taking
into consideration peer comparisons, among other factors,
Morningstar DBRS placed the IA in the middle of the IA Range.
Additional Considerations
Morningstar DBRS applied a one-notch negative adjustment for
Parent-Subsidiary Relationships because Intralot's financial
obligations are structurally subordinate to those of the U.S.
subgroup.
Notes: All figures are in euros unless otherwise noted.
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I R E L A N D
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DRYDEN 66: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
---------------------------------------------------------------
Fitch Ratings has assigned Dryden 66 Euro CLO 2018 DAC reset notes
final ratings, as detailed below.
Entity/Debt Rating Prior
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Dryden 66 Euro CLO 2018 DAC
Class A-1-R XS3119386574 LT AAAsf New Rating
Class A-2-R XS3119386731 LT AAAsf New Rating
Class A-R XS2415311633 LT PIFsf Paid In Full AAAsf
Class B-1 XS1908334458 LT PIFsf Paid In Full AAsf
Class B-1-R XS3119386905 LT AAsf New Rating
Class B-2-R XS2415312284 LT PIFsf Paid In Full AAsf
Class B-2-R-R XS3119387119 LT AAsf New Rating
Class C XS1908335000 LT PIFsf Paid In Full Asf
Class C-R XS3119387382 LT Asf New Rating
Class D-R XS2415313506 LT PIFsf Paid In Full BBB-sf
Class D-R-R XS3119387549 LT BBB-sf New Rating
Class E XS1908335695 LT PIFsf Paid In Full BB-sf
Class E-R XS3119387895 LT BB-sf New Rating
Class F XS1908337394 LT PIFsf Paid In Full B-sf
Class F-R XS3119388190 LT B-sf New Rating
Transaction Summary
Dryden 66 Euro CLO 2018 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds. Note
proceeds were used to redeem the existing notes and fund a
portfolio with a target par of EUR500 million. The portfolio is
managed by PGIM Loan Originator Manager Limited and PGIM Limited.
The CLO has a 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors within the 'B' category. Its
weighted average rating factor of the current portfolio is 24.4.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets is more favourable than for second lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the current portfolio is 60.8%.
Diversified Portfolio (Positive): The transaction includes four
Fitch test matrices, two of which are effective at closing. The
other two matrices will be effective one year after closing,
provided the aggregate collateral balance (defaults at Fitch
collateral value) is at least at the reinvestment target par
balance. Closing matrices correspond to a top 10 obligor
concentration limit of 25%, fixed-rate obligation limits at 0% and
12.5%, and an 8.5-year WAL covenant. Its two forward matrices
correspond to the same obligor concentration and fixed-rate asset
limits, and a 7.5-year WAL covenant.
The transaction also includes various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Its analysis is based on a
stressed portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant. This is to account for structural and
reinvestment conditions after the reinvestment period, including
passing the over-collateralisation tests and its 'CCC' limitation
test after reinvestment. These conditions will reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would have no impact on the class A-1-R to C-R notes and lead to
downgrades of one notch each for the class D-R-R and E-R notes and
to below 'B-sf' for the class F-R notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed, due to unexpectedly
high defaults and portfolio deterioration. The class B-1-R to F-R
notes each have a two-notch cushion and the class A-1-R and A-2-R
notes have no cushion, due to the better metrics and shorter life
of the current portfolio than the Fitch-stressed portfolio.
Should the cushion between the current 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 each for the class A-1-R to D-R-R notes, and to below
'B-sf' for the class E-R and F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches each for the notes, except for the
'AAAsf' notes.
Upgrades during the reinvestment period that 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 their
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 to cover
losses in the 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 Dryden 66 Euro CLO
2018 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.
INVESCO EURO X: Fitch Puts 'B-sf' Final Rating to Cl. F-R Notes
---------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO Issuer X DAC reset
notes final ratings, as detailed below.
Entity/Debt Rating Prior
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Invesco Euro CLO
Issuer X DAC
A XS2631221863 LT PIFsf Paid In Full AAAsf
A-R XS3102771774 LT AAAsf New Rating
B-1 XS2631222085 LT PIFsf Paid In Full AAsf
B-2 XS2631222242 LT PIFsf Paid In Full AAsf
B-R XS3102771931 LT AAsf New Rating
C XS2631222598 LT PIFsf Paid In Full Asf
C-R XS3102772152 LT Asf New Rating
D XS2631222671 LT PIFsf Paid In Full BBB-sf
D-R XS3102772319 LT BBB-sf New Rating
E XS2631222911 LT PIFsf Paid In Full BB-sf
E-R XS3102772582 LT BB-sf New Rating
F XS2631223133 LT PIFsf Paid In Full B-sf
F-R XS3102772822 LT B-sf New Rating
Transaction Summary
Invesco Euro CLO Issuer X DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds were used to redeem existing notes apart from the
subordinated notes and to fund a portfolio with a target par of
EUR400 million that is actively managed by Invesco CLO Equity Fund
IV LP. The collateralised loan obligation (CLO) has a 4.5-year
reinvestment period and a seven-year weighted average life (WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch-calculated
weighted average rating factor (WARF) of the current portfolio is
25.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the current portfolio is
63.3%.
WAL Step-Up (Neutral): The transaction can extend the WAL by 18
months on or after the step-up date, which is 18 months after
closing. The WAL extension is conditional on passing the collateral
quality tests, portfolio profile tests and coverage tests and the
aggregate collateral balance (with the principal balance of
defaults equal to the Fitch collateral value) being equal to, or
greater than, the reinvestment target par balance.
Portfolio Management (Neutral): The transaction has two matrices
effective at closing, with fixed-rate asset limits of 5% and 12.5%.
The matrices correspond to a top 10 obligor concentration limit of
25%. The transaction has about a 4.5-year reinvestment period and
includes reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Diversified Portfolio (Positive): The transaction includes various
concentration limits, including a maximum exposure to the three
largest Fitch-defined industries in the portfolio at 42.5%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months shorter than the WAL
covenant. This reflects the strict reinvestment criteria after
reinvestment period, which includes the satisfaction of the Fitch
'CCC' limit and coverage tests, and a WAL covenant that
consistently steps down over time. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate (RRR) by 25% at all ratings in the
current portfolio would have no impact on the class A-R to C-R
notes, lead to downgrades of one notch each for the class D-R and
E-R notes and 'below B-sf' for the class F-R notes. Downgrades may
occur if the build-up of the notes' credit enhancement following
amortisation does not compensate for a larger loss expectation than
assumed due to unexpectedly high levels of defaults and portfolio
deterioration.
The class C-R to F-R notes each have a rating cushion of two
notches and the class B-R notes have a cushion of one notch, due to
the better metrics and shorter life of the current portfolio than
the Fitch-stressed portfolio. The class A-R notes have no rating
cushion.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to two
notches each for the lass D-R notes, three notches each for the
class A-R and B-R notes and four notches for the class C-R notes.
The class E-R and F-R notes will be downgraded below 'B-sf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A reduction of the RDR by 25% of the mean RDR and an increase in
the RRR by 25% at all rating levels in the Fitch-stressed portfolio
would result in upgrades of up to three notches for all notes,
except for class A-R notes. Further upgrades may result from stable
portfolio quality and notes amortisation, leading to higher credit
enhancement across the structure.
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 Invesco Euro CLO
Issuer X 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.
LAST MILE: DBRS Confirms BB Rating on Class E Notes
---------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the commercial
mortgage-backed floating rate notes due August 2033 issued by Last
Mile Logistics Pan Euro Finance DAC (the Issuer) as follows:
-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
-- Class F at B (high) (sf)
The credit rating on the Class A notes address the timely payment
of interest and ultimate payment of principal on or before the
legal final maturity date in August 2033. The credit ratings on the
Class B, Class C, Class D, Class E, and Class F notes address the
ultimate payment of interest and ultimate payment of principal on
or before the legal final maturity date.
Morningstar DBRS also changed the trends on all classes of notes to
Negative from Stable.
CREDIT RATING RATIONALE
The change in trend is driven by the deterioration in performance
over the past twelve months and the absence of visibility regarding
the renewal of a substantial number of leases. The credit ratings
confirmations result from Morningstar DBRS' assumptions remaining
conservative and providing headroom should there be further
deterioration.
The transaction is a securitization of a EUR 510.2 million senior
commercial real estate loan backed by a pan-European portfolio of
light-industrial and logistics assets managed collectively by
Mileway and owned by Blackstone Real Estate Partners. Additionally,
there was a EUR 102.0 million mezzanine facility at origination,
contractually and structurally subordinated to the securitized
senior loan, which was repaid in April 2022 as part of Mileway's
recapitalization.
The senior loan has a term of two years with three one-year
extension options. The borrower has submitted the third and final
extension notice to extend the loan maturity date to 15 August 2026
from 15 August 2025. As part of the extension requirements at the
second extension obtained in 2024, the borrower entered into a cap
agreement with BNP Paribas. The cap agreement covers 100% of the
outstanding senior loan balance, with a strike rate equal to 2.0%.
The agreement commenced on August 19, 2024 and expires on 15 August
2026.
The senior loan is backed by 109 light-industrial or logistics
assets located across seven European countries (Germany, France,
the Netherlands, Finland, Spain, Denmark, and Ireland). At
origination, the loan was backed by 113 properties with the
acquisition of the Choisy asset to be completed shortly after the
closing date. However, the property's completion was delayed beyond
the longstop date and the allocated loan amount was used to prepay
the loan at the November 2021 interest payment date. Additionally,
three assets were sold in February 2023. As a result, the loan
balance decreased by EUR 9.2 million since origination to EUR 501.0
million, with all principal receipts applied pro rata to the
notes.
Savills Advisory Services Limited (Savills) conducted a revaluation
of the portfolio in October 2024 and appraised the aggregate market
value of the 109 properties at EUR 791.3 million, 2.0% up from the
2023 valuation, and 5.9% higher than the value at issuance, both on
a like-for-like basis. This translates into a loan-to-value ratio
(LTV) of 63.3%, an increase from 61.3% as of May 2024, but still
below 63.7% at issuance and in compliance with the transaction's
cash trap covenant of 73.7%. The increase in the reported LTV is
due to the absence of premium in Savills' valuation. Previous
valuers considered a portfolio premium, which was included in the
calculation of the LTV. At the same time, Morningstar DBSR notes
that several properties in the portfolio, accounting for 5.1% of
the market value as of October 2024 or 4.6% of the annual
contracted rent as of May 2025, have seen more than 20% decline in
their valuation compared with the previous appraisal dated October
2023.
Over the last twelve months, the performance of the portfolio has
deteriorated. As of May 2025, the gross rental income and the net
rental income decreased to EUR 51.0 million from EUR 52.4 million,
a year ago and to EUR 48.6 million from EUR 50.0 million, a year
ago, respectively. The decrease in rental income was mostly driven
by vacancy increasing to 12.7% in May 2025 from 9.4% a year before,
as well as the largest tenant, who accounts for 4.2% of the annual
contracted rent, withholding rent due to the ongoing legal disputes
relating to the retroactive indexation and the leaking roof issues.
Although the leaking roof issue has been now resolved, Morningstar
DBRS understands that rent indexation disputes are still ongoing,
with the resolution timing difficult to ascertain. Finally, 174
leases, which account for 11.2% of the contracted rent, are
expiring in the next 12 months, and Morningstar DBRS lacks
visibility regarding the likelihood of their renewal.
As of May 2025, the debt yield decreased to 9.7%, compared to
10.3%, a year ago. The debt yield is well in line with the cash
trap covenant of 7.9%.
Morningstar DBRS maintained its net cash flow (NCF) assumption at
EUR 35.6 million and its capitalization rate assumption at 6.5% as
at the last annual review. This translates into a Morningstar DBRS
value of EUR 547.7 million, representing a 30.8% haircut to
Savills' most recent valuation.
Morningstar DBRS noted that the senior facility is denominated in
euros (EUR) whereas the Danish assets and income, which amount to
approximately 8.6% of the portfolio aggregated market value as per
latest valuation, are denominated in Danish kroner (DKK). In the
absence of a currency swap, the borrower takes on the
foreign-exchange risk between the two currencies. However, the
Danish central bank has pegged the DKK exchange rate to EUR and
historical data shows little fluctuation in the DKK/EUR exchange
rate. To reflect this, Morningstar DBRS applied an exchange rate of
DKK 7.6282 per EUR to the GRI generated by the Danish assets, the
highest exchange rate allowed by the Danish central bank for all
non-AAA (sf)-rated investment-grade stress scenarios and a higher
exchange rate of 12.1086 DKK per EUR in the AAA (sf) stress
scenario.
There are no financial covenants applicable prior to a permitted
change of control (COC), but cash trap covenants are applicable
both before and after a permitted COC. The cash trap covenants are
set at 73.67% LTV, while the DY covenant is set at 7.55% for the
first and second year and steps up to 7.93% on and from the third
year. After a permitted COC, the financial default covenants on the
LTV and the DY will be applicable. These covenants are set at 10%
above the LTV at the time of the permitted COC and the higher of
85% of the DY at the time of the permitted COC and 7.34%,
respectively. The loan will also start to amortize at 1% per year
after a permitted COC; however, Morningstar DBRS noted that, to be
qualified as a permitted COC, the LTV should not exceed 63.67% and
the new owner needs to be a qualifying transferee.
The transaction benefits from the liquidity reserve of EUR 11.8
million (EUR 12.0 million at origination), which is funded through
the over issuance of Class A notes and through the issuer loan,
which funds the issuer loan share of the reserve. The liquidity
reserve can be used to cover any potential interest shortfalls on
the Class A, Class B, and the relevant portion of the issuer loan.
Morningstar DBRS estimated that the commitment amount is equivalent
to approximately fifteen months of coverage based on the interest
rate cap strike of 2.0% or approximately nine months of coverage
based on the 4.0% Euribor cap after loan maturity.
The Class E and Class F notes are subject to an available funds cap
where the shortfall is attributable to a reduction in the
interest-bearing balance of the senior loan that results from
prepayments or by a final recovery determination of the senior
loan.
The legal final maturity of the notes in August 2033 falls seven
years after the fully extended loan maturity date of August 2026.
Notes: All figures are in euros unless otherwise noted.
SIGNAL HARMONIC V: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Signal Harmonic CLO V DAC final ratings
as detailed below:
Entity/Debt Rating Prior
----------- ------ -----
Signal Harmonic
CLO V DAC
A XS3079577527 LT AAAsf New Rating AAA(EXP)sf
B XS3079577873 LT AAsf New Rating AA(EXP)sf
C XS3079578095 LT Asf New Rating A(EXP)sf
D XS3079578251 LT BBB-sf New Rating BBB-(EXP)sf
E XS3079578418 LT BB-sf New Rating BB-(EXP)sf
F XS3079578764 LT B-sf New Rating B-(EXP)sf
Subordinated Notes
XS3079578921 LT NRsf New Rating NR(EXP)sf
Z XS3095367549 LT NRsf New Rating
Transaction Summary
Signal Harmonic CLO V DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, second-lien loans and high-yield bonds. Net proceeds
from the notes have been used to fund a portfolio with a target
size of EUR400 million. The portfolio is actively managed by Signal
Loan Management Limited and Signal Capital Partners Limited. The
CLO has a 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 24.9.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.7%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits, 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 that the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The transaction has three matrix
sets, corresponding to a top 10 obligor limit of 20%, and two
fixed-rate asset limits of 0% and 10%. The first matrix set
corresponds to a WAL of 8.5 years at closing. The second and third
have a WAL of 7.5 years and 7.0 years, respectively, and are
effective 12 months and 18 months from closing, subject to the
collateral principal amount (defaulted obligation at Fitch
collateral value) being at least at the reinvestment target par
balance.
The transaction has a reinvestment period of about 4.5 years and
includes reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis and matrix analysis is 12 months less than the
WAL covenant. This is to account for the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period, which include passing the coverage 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.
These conditions would reduce the effective risk horizon of the
portfolio during periods of stress.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase in the mean default rate (RDR) and a 25% decrease in
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of one notch for the class D, E
and F notes and two notches for the class B and C notes. The class
A notes would not be affected.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. The class B,
D, E and F notes have rating cushions of two notches and the class
C notes of one notch, owing to the identified portfolio's better
metrics and shorter life than the Fitch-stressed portfolio. The
class A notes have no rating cushion in the identified portfolio.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase in the mean RDR
and a 25% decrease in the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches for the class A and D notes, up to four notches for the
class B and C notes and to below 'B-sf' for the class E and F
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction in the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches for the class B to E notes and up to
four notches for the class F notes. The class A notes are rated
'AAAsf', the highest level on Fitch's scale and cannot be
upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread 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
Signal Harmonic CLO V DAC
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations 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 Signal Harmonic CLO
V 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.
=========
I T A L Y
=========
ARAGORN NPL 2018: DBRS Puts 'C' and 'CCC' Note Ratings Under Review
-------------------------------------------------------------------
DBRS Ratings GmbH placed the Class A notes and the Class B notes
issued by Aragorn NPL 2018 S.r.l. (the Issuer) Under Review with
Negative Implications. The credit ratings on the Class A notes and
Class B notes are currently CCC (sf) and CC (sf), respectively.
The transaction represents the issuance of Class A, Class B, and
Class J notes (collectively, the Notes) backed by a mixed pool of
Italian nonperforming secured and unsecured loans originated by
Credito Valtellinese SpA and Credito Siciliano S.p.A.. The credit
rating assigned to the Class A notes addresses the timely payment
of interest and the ultimate repayment of principal. The credit
rating assigned to the Class B notes addresses the ultimate payment
of both interest and principal. Morningstar DBRS does not rate the
Class J notes.
The gross book value (GBV) of the loan pool was approximately EUR
1.7 billion as of the December 31, 2017 cut-off date. The
nonperforming loan portfolio consists of secured commercial and
residential borrowers, representing 82.0% of the total GBV, and
unsecured borrowers, representing 18.0% of the total GBV. The
borrowers are mostly Italian small and medium-size enterprises,
representing 90.2% of the total GBV. 68% of the total GBV is
concentrated in 364 borrowers, out of a total of 4,161 borrowers.
The top 50 borrowers made up 26.8% of the pool GBV at the cut-off
date.
The receivables are now serviced by Fire S.p.A. (the Special
Servicer) after the replacement of each of the previous special
servicers (Special Gardant S.p.A. and Cerved Credit Management
S.p.A.) in the context of an amendment that involved the execution
of a termination letter, a master amendment agreement, and a new
servicing agreement, all of which were signed in May 2024 and came
into effect in July 2024. doNext S.p.A. acts as the master servicer
whilst Cerved Master Services S.p.A. operates as the backup
servicer.
CREDIT RATING RATIONALE
The credit rating actions follow Morningstar DBRS' review of the
transaction and are based on the following analytical
considerations:
-- Transaction performance: An assessment of portfolio recoveries
as of March 2025 focusing on (1) a comparison between actual
collections and the initial business plan forecast, (2) the
collection performance observed over recent months, and (3) a
comparison between the current performance and Morningstar DBRS'
expectations.
-- Portfolio characteristics: Loan pool composition as of March
2025 and the evolution of its core features since issuance.
-- Transaction liquidating structure: The order of priority, which
entails a fully sequential amortization of the Notes (i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes, and the Class J notes will amortize following
the repayment of the Class B notes). Additionally, interest
payments on the Class B notes become subordinated to principal
payments on the Class A notes if the cumulative collection ratio
(CCR) or present value cumulative profitability ratio (PV CPR) is
lower than 100% prior to and including 31 July 2019, or lower than
90% from 31 January 2020 onwards. The CCR trigger was activated
since the first interest payment date (IPD) and cured in January
2020. The CCR trigger has been breached again since the July 2020
IPD. The actual figures for the CCR and PV CPR were 65.5% and
103.6% as of the January 2025 IPD, respectively, according to the
Special Servicer.
-- Liquidity support: The transaction benefits from an amortizing
cash reserve providing liquidity to the structure and covering
potential interest shortfall on the Class A notes and senior fees.
The cash reserve target amount is equal to 5.0% of the Class A
notes' principal outstanding balance and the recovery expenses cash
reserve target amounts to EUR 250,000, both fully funded.
TRANSACTION AND PERFORMANCE
According to the latest investor report from January 2025, the
outstanding principal amounts on the Class A, Class B, and Class J
notes were EUR 254.2 million, EUR 66.8 million, and EUR 10.0
million, respectively. As of January 2025, the balance on the Class
A notes had amortized by 50.1% since issuance and the current
aggregated transaction balance was EUR 331.0 million.
As of March 2025, the transaction was underperforming the initial
business plan expectations. The actual cumulative gross collections
equaled EUR 381.0 million whereas the initial business plan
estimated cumulative gross collections of EUR 620.0 million for the
same period. Therefore, as of March 2025, the transaction was
underperforming by EUR 238.9 million (-38.5%) compared with the
initial business plan expectations.
At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 497.2 million at the BBB
(low) (sf) stressed scenario and EUR 606.0 million at the CCC (sf)
scenario. Therefore, as of March 2025, the transaction was
performing below Morningstar DBRS' initial stressed expectations in
the BBB (low) (sf) scenario and the CCC (sf) scenario.
Pursuant to the requirements set out in the master amendment
agreement signed on 28 May 2024, the Special Servicer is required
to provide, on a yearly basis, an updated business plan starting
from 2025. An updated portfolio business plan for the current year
has not been provided yet. Considering the deterioration of the
performance of the transaction as of March 2025 and the
lower-than-expected amortization speed, a decrease in future cash
flow projections could result in a downgrade of the credit ratings
on the Class A notes and Class B notes.
The final maturity date of the transaction is in July 2038.
Morningstar DBRS' credit ratings on the applicable classes address
the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
Where applicable, a description of these financial obligations can
be found in the transactions' respective press releases at
issuance.
Notes: All figures are in euros unless otherwise noted.
RED & BLACK 2: Fitch Affirms 'BB+sf' Rating on Class E Notes
------------------------------------------------------------
Fitch Ratings has upgraded Red & Black Auto Italy S.r.l. -
Compartment 2's (R&B2023) class C and D notes and affirmed the
others and affirmed Red & Black Auto Italy S.r.l.'s (R&B2024)
notes, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Red & Black Auto Italy S.r.l.
Class A notes IT0005609570 LT AAsf Affirmed AAsf
Class B notes IT0005609588 LT AAsf Affirmed AAsf
Class C notes IT0005609596 LT Asf Affirmed Asf
Class D notes IT0005609604 LT BBBsf Affirmed BBBsf
Red & Black Auto Italy S.r.l.
- Compartment 2
Class A1 IT0005560252 LT AAsf Affirmed AAsf
Class B IT0005560278 LT A+sf Affirmed A+sf
Class C IT0005560286 LT A-sf Upgrade BBB+sf
Class D IT0005560294 LT BBBsf Upgrade BBB-sf
Class E IT0005560302 LT BB+sf Affirmed BB+sf
Transaction Summary
The transactions are Italian auto loan receivables from the Red &
Black Auto Italy series. The notes were issued in October 2023
(R&B2023) and 2024 (R&B2024). The receivables consist of fully
amortising loans granted by Fiditalia S.p.A., a non-captive lender
ultimately owned by Société Générale S.A. (A-/Stable/F1).
KEY RATING DRIVERS
Increased CE Drive Upgrades: The terms and conditions for both
transactions envisage a switch to pro-rata paydown from sequential
once credit enhancement (CE) for the class A notes reaches 12%.
R&B2023 has achieved this and the notes are currently paying
pro-rata. R&B2024's notes are still paying sequentially. Since
closing, CE for R&B2023's rated notes has increased by around 50%
(on a relative basis), supporting the upgrades of the class C and D
notes.
Performance in Line with Expectations: The transactions'
performance has been broadly in line with Fitch's expectations.
Both portfolios include auto loans (new and used). Fitch assumes
base-case default and recovery rates of 1.9% and 22% for R&B2023
and 2.1% and 20.8% for R&B2024, respectively. R&B2024's portfolio
has larger exposure to used vehicles (around 80% compared with 50%
in R&B2023), to which Fitch assigns a higher default base case and
a lower recovery base case. At the May 2025 payment date,
cumulative gross defaults were 0.65% for R&B2023 and 0.06% for
R&B2024.
Pro-Rata Subject to Triggers: During the pro-rata period, the notes
switch back to sequential payment if gross cumulative defaults
exceed certain thresholds (2.3% for R&B2023 and 2.5% for R&B2024)
or if there is an uncured principal deficiency ledger (PDL) higher
than 0.5% of the original portfolio balance. Fitch views the PDL
trigger as sufficiently tight to limit the length of the pro-rata
period at high rating scenarios.
R&B2024 SSFR: The transaction has an amortising substitute
sub-servicer fee reserve (SSFR), funded by Fiditalia on its
termination as sub-servicer, to cover any excess of the contractual
sub-servicer fees. In Fitch's view, the SSFR would cover this
excess for the transaction's lifetime, independent of any time the
reserve needs to be funded. Consequently, Fitch modelled only the
contractual fees in its analysis. This reserve is not in place in
R&B2023 and Fitch modelled servicing fees as per its Consumer ABS
Rating criteria.
'AAsf' Sovereign Cap: R&B2023's class A1 notes and R&B2024's class
A and B notes are rated at their highest achievable rating, six
notches above Italy's Long-Term Issuer Default Rating (IDR;
BBB/Positive/F2), which is the cap for Italian structured finance
and covered bonds. The Positive Outlooks on these notes reflect
that on the sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The notes that are already at the applicable rating cap are
sensitive to changes to Italy's Long-Term IDR and Outlook. A
revision of the Outlook on Italy's IDR to Stable would trigger
similar action on the notes.
Unexpected increases in the frequency of defaults or decreases in
recovery rates could produce larger losses than the base case and
result in a 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 notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Italy's IDR and the related rating cap for Italian
structured finance transactions, currently 'AAsf', could trigger an
upgrade of R&B2023's class A1 notes and R&B2024's class A and B
notes if available CE is sufficient to withstand stresses
associated with higher ratings.
For the other notes, an unexpected decrease in the frequency of
defaults or increase in recovery rates leading to 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 increase in the recovery base case by 25% would lead to
upgrades of up to four notches for R&B2023's class B to E notes and
up to three notches for R&B2024's 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 has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transactions closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transactions closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
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.
===================
L U X E M B O U R G
===================
CULLINAN HOLDCO: Fitch Lowers Long-Term IDR to B-, Outlook Negative
-------------------------------------------------------------------
Fitch Ratings has downgraded Cullinan Holdco SCSp's (Graanul)
Long-Term Issuer Default Rating (IDR) to 'B-' from 'B+' and senior
secured rating to 'B-' from 'B+'. Fitch has placed Long-term IDR
and senior secured rating on Rating Watch Negative (RWN). The
Recovery Rating is 'RR4'.
The downgrade reflects high refinancing risk, with its notes
maturing in October 2026 and an undrawn RCF maturing in April 2026,
and renewal risk associated with a key customer contract accounting
for 50% of volumes that expires from 2027. Fitch does not view
Graanul's proposed amend and extend (A&E) transaction for its bonds
as a distressed debt exchange (DDE) under its Corporate Rating
Criteria (DDE section) as Fitch believes the company has
alternative financing options. Fitch forecasts high, but
manageable, leverage, stable cash flow generation at least over
2025-2026 and positive free cash flow (FCF) over 2025-2028.
Fitch will resolve the RWN once the 2026 notes have been
refinanced, the liquidity profile has improved and there is more
clarity around the UK contract renewal.
Key Rating Drivers
Bond Consent Solicitation Not DDE: Fitch does not view the proposed
A&E as a DDE because Fitch believes the company has access to
alternative financing options, albeit more expensive than the
proposed restructuring. The company has a solid cash flow profile
over 2025-2026 and positive FCF generation over 2025-2028. Graanul
had EUR111 million cash at end-June 2025 and an undrawn RCF of
EUR100 million. Therefore, Fitch views this proposed restructuring
as a debt management exercise rather than having the effect of
allowing the company to avoid an eventual probable default.
Graanul is planning to extend the maturities of its senior secured
notes and its RCF by three years, to October 2029 and July 2029,
respectively. In addition, it is seeking support to start the UK
scheme of arrangement if it does not achieve 90% consent for its
A&E. The transaction will result in the repayment of EUR55 million
of its EUR630 million notes, a cash coupon increase to 8.5% from
4.625% on the senior secured notes, a margin increase on floating
notes and an additional payment-in kind (PIK) coupon.
High Recontracting Risk: Graanul faces heightened recontracting
risk from 2027, due to the concentration of its contract portfolio
and reliance on an evolving UK biomass policy. Its largest utility
customer, representing about 50% of its annual wood pellet
production, has not yet extended its contract beyond 2026. However,
Fitch believes a full switch is unlikely, given the importance of
security of supply for utilities and meaningful volumes Graanul
provides to this customer.
Demand for wood pellets in the UK from 2027 may also be affected by
the lack of details on the newly announced contracts-for-difference
subsidy. However, Graanul's contract renewal rates have so far been
robust and the company maintains long-term relationships -
exceeding 10 years - with its top three customers.
Regulatory Risk: Fitch views the current regulatory environment as
broadly supportive of pellet producers, although the sustainability
of feedstock faces increased regulatory scrutiny. The revised
Renewable Energy Directive (RED III), adopted in September 2023,
continues to count primary wood biomass as 100% renewable and zero
rated in the EU Emissions Trading System. The key risk for Graanul
in the short term is the extension of subsidies for biomass in the
UK, its largest contracted market. The subsidies run until 2027,
and the government is yet to formally extend the scheme until
2030.
High but Manageable Leverage: Fitch forecasts Graanul's EBITDA to
remain above EUR110 million in 2025-2026. Assuming a material drop
of volumes sold to the UK customer from 2027 and marginally lower
prices, Fitch still expects EBITDA to stay around EUR90 million in
2027-2028. Fitch forecasts EBITDA net leverage to decline to 5.1x
in 2025 and 4.5x in 2026, from 5.8x in 2024. Releveraging to well
above 5.5x may occur from 2027 if the volumes are in line with its
assumptions. Fitch forecasts the company to continue generating
positive FCF over 2025-2028. Fitch expects EBITDA interest coverage
to stay at 2.3x-2.4x in 2025-2026 but to drop below 2x from 2027.
Concentrated Customer Base: Graanul has a concentrated customer
base with the three largest European offtakers, Drax Group Holdings
Limited (BB+/Stable), RWE AG (BBB+/Stable) and Orsted A/S
(BBB/Negative), accounting for most of its contracted volumes.
Customer concentration is not uncommon among pellet producers,
which bid for large contracts that often result in a significant
share of a single customer in the total revenue mix.
Peer Analysis
Graanul's closest Fitch rated peers are Sunoco LP (BB+/Stable) and
Puma Energy Holdings Pte. Ltd (BB/Stable).
Graanul focuses on the production and distribution of wood pellets
and biomass energy, whereas Puma Energy focuses on traditional
energy logistics and distribution. Graanul is smaller than Puma
Energy, with operations concentrated in Europe and the US, whereas
Puma Energy is involved in midstream and downstream operations
globally. Graanul's leverage profile is weaker, with EBITDA net
leverage above 4x during the forecast horizon, while Puma Energy's
leverage will average 2.0x during 2025-2027.
Sunoco LP is the largest fuel distributor in the US, distributing
about 8 billion gallons a year. In addition to distributing motor
fuel, Sunoco also distributes other petroleum products such as
propane and lubricating oil, and about 25% of its volumes are sold
under long-term contracts. Sunoco is larger than Graanul and its
leverage profile, after the acquisition of NuStar Energy, is lower
than Graanul's.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Capex on average at EUR12 million a year in 2025-2028
- Volumes for 2025 and 2026 in line with contracted commitments,
followed by a significant reduction in volumes from the largest
customer for 2027 and 2028, with partial offset assumed from spot
market replacement
- EBITDA margin averaging 21.4% over 2025-2026 and 19.7% over
2027-2028
- M&A of EUR30 million a year in 2027-2028
- No dividends over the forecast period
- Debt amount, maturity and interest as outlined under the proposed
A&E
Recovery Analysis
- Its recovery analysis assumes that Graanul would be reorganised
as a going concern (GC) in bankruptcy rather than liquidated.
- The GC EBITDA reflects its view of a sustainable,
post-reorganisation EBITDA on which Fitch bases the enterprise
valuation.
- The GC EBITDA of EUR85 million (net of lease charges) reflects a
material drop in contracted sales and weak prices and some
corrective actions including a sale on the spot market.
- Fitch used a multiple of 5.0x to estimate a GC enterprise value
for Graanul due to its position as the second-largest wood-pellet
producer in Europe and the contractual nature of its operations
- The RCF and the Vessel financing loan ranks super senior to the
senior secured notes
- After deducting 10% for administrative claims, its analysis
generated a waterfall-generated recovery computation in the 'RR4'
band, indicating a 'B-' rating for the existing senior secured
notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Failure to successfully refinance 2026 maturities
- Loss of the key customer without a replacement of volumes
- EBITDA gross leverage above 7.5x on a sustained basis
- EBITDA interest coverage at or below 1x on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The ratings are on RWN and Fitch therefore does not expect a
positive rating action at least in the short term. However,
successful completion of the A&E or refinancing of 2026 notes and
RCF, alongside clarity about the key contract renewal would likely
to result in the removal of RWN, 'B-' rating affirmation and
assignment of a Stable Outlook.
Liquidity and Debt Structure
At end-June 2025, the company had EUR111 million cash and an
undrawn EUR100 million RCF due in April 2026. Its EUR630 million
senior secured notes are due in October 2026.
Issuer Profile
Graanul's focus is renewable energy, specifically production of
wood pellets, with annual production capacity of 2.7 million
tonnes.
In accordance with Fitch policies, the issuer appealed and provided
additional information to Fitch that resulted in a rating action
that is different than the original rating committee outcome.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Cullinan Holdco SCSp LT IDR B- Downgrade B+
senior secured LT B- Downgrade RR4 B+
=============
R O M A N I A
=============
ROMANIA: DBRS Gives BB(high) LongTerm Issuer Rating
---------------------------------------------------
DBRS Ratings GmbH assigned Long-Term Foreign and Local Currency -
Issuer Ratings of BB (high) to Romania. At the same time,
Morningstar DBRS assigned Short-Term Foreign and Local Currency -
Issuer Ratings of R-3. The trend on all credit ratings is Stable.
KEY CREDIT RATING CONSIDERATIONS
The Stable trend reflects Morningstar DBRS' view that risks to
Romania's credit ratings are balanced and that Romania's elevated
external and public financing risks are adequately captured by the
newly assigned credit ratings. External and fiscal balances
weakened markedly over the past year as a step-up in public
consumption spending raised budgetary pressures and bolstered
import demand. External and fiscal pressures are projected to
remain large in coming years with the European Commission (EC)
forecasting the average 2025-26 annual deficits in the current
account and the government budget at 7.4% and 8.5% of GDP,
respectively. Financing the large twin deficits is likely to
require continued large external borrowing from international
capital markets. Foreign purchases of government debt securities
were a major funding source in recent years with net inflows
amounting to 4.2% and 3.7% of GDP in 2023 and 2024, respectively.
This strong reliance on external borrowing from international
capital markets renders external and fiscal accounts vulnerable to
a potential shift in international investor sentiment. At the same
time, Morningstar DBRS notes that the formation of a new government
coalition in June 2025 in tandem with the recent step-up in fiscal
consolidation pressure from the European Council might lead to a
faster-than-expected narrowing in external and fiscal deficits.
Romania's credit ratings are underpinned by its membership of the
European Union (EU) and its still moderate, albeit rising,
government debt-to-GDP ratio. The credit ratings assigned also
reflect the sound financial condition of the domestic banking
sector. However, significant structural challenges weigh on the
credit profile such as a low level of labor productivity,
governance deficiencies, and the economy's small and open nature,
which renders it vulnerable to external shocks. Furthermore, in
Morningstar DBRS' view, rebalancing external and fiscal accounts is
complicated by the structural increase in public expenditure levels
and the strong appreciation of the real effective exchange rate in
recent years, as the latter has weakened the international price
competitiveness of Romanian export industries. While the recent
election of a new president and the formation of a new government
coalition have reduced political uncertainty, Morningstar DBRS
expects domestic political polarization to remain elevated which,
in turn, complicates the implementation of unpopular fiscal
consolidation measures.
CREDIT RATING DRIVERS
The credit ratings could be upgraded if one or a combination of the
following occur: (1) a durable and marked narrowing of the current
account and fiscal deficits; (2) a convergence of income and
productivity levels to the EU average; or (3) a lasting improvement
of institutional quality.
The credit ratings could be downgraded if one or a combination of
the following occur: (1) the current account and fiscal deficits
remain at current levels over the medium term; (2) financing
conditions become more challenging; or (3) there is a deterioration
in institutional quality.
CREDIT RATING RATIONALE
Budgetary Pressures Are Very Large and Projected to Subside Only in
a Gradual Manner
Budgetary pressures increased markedly in the run-up to the
parliamentary and presidential elections in late 2024. The general
government deficit widened to 9.3% of GDP in 2024 from 6.6% in
2023, driven by large increases in pensions as well as in
public-sector wages and, to a lesser extent, by higher investment
and interest expenditure. As a result, total general government
expenditure rose to 43.5% of GDP in 2024 from 40.6% in 2023,
whereas government revenues grew broadly in line with nominal GDP.
Looking ahead, budgetary pressures are projected to remain very
large and to subside only gradually as last year's increases in
pension and wage spending levels by 20% and 22%, respectively, have
raised expenditure levels in a structural manner. The EC forecasts
the general government budget deficit to narrow to 8.6% of GDP in
2025 and to 8.4% in 2026. This takes into account fiscal
consolidation measures that were adopted by the previous government
in December 2024 such as a nominal freeze of pensions and public
sector wages in 2025. At the same time, interest expenditure is
projected to continue to increase.
In June 2025, the European Council stepped up fiscal consolidation
pressure on the Romanian government as it lowered the permissible
growth rates for net expenditure in 2025 and 2026 to compensate for
the very large expansion of expenditure in 2024. Romania has been
in the EU's excessive deficit procedure since April 2020. The new
Romanian government coalition, which was only formed in June 2025,
has announced several potential fiscal consolidation measures such
a new tax on bank profits, higher property taxes, and a reduction
in the public-sector workforce. A more detailed fiscal
consolidation plan is to be published over the next few months.
Furthermore, a future increase in defense spending is likely to add
to budgetary pressures in the coming years. According to recent
statements by Romania's new president, defense spending is planned
to rise to 3.5% of GDP by 2030, up from 2.3% of GDP in 2024 (NATO
definition). Financing the government's high projected deficits in
the coming years is likely to require continued large issuances of
Eurobonds to international investors. The issuance of Eurobonds has
been an important funding source for the government in recent years
with an average 2023-24 financing share of 33%. The reliance on
foreign capital markets for funding large public deficits, in turn,
renders Romania vulnerable to a potential shift in international
investor sentiment.
Public Debt Is Moderate but on a Clear Upward Trajectory
Public debt has increased over the past years but is still
moderate. General government gross debt rose to 54.8% of GDP in
2024 from 35.0% in 2019 related to large budget deficits. Looking
ahead, the EC forecasts the debt-to-GDP ratio to increase to 63.3%
in 2026 based on the expectation that the primary budget balance
will continue to register large, albeit narrowing, deficits and
that interest spending will continue to rise. The government's
interest burden increased to 2.3% of GDP in 2024 from 1.4% in 2022,
driven by higher borrowing costs particularly for local currency
debt. The EC forecasts the interest burden to increase further to
2.8% of GDP in 2026 as domestic interest rates remain high and
higher interest rates for foreign currency debt are projected to be
increasingly passed through in the coming years. The government's
foreign currency debt has a slower interest rate pass-through than
local currency debt because of a comparatively long tenor. In March
2025, the average remaining maturity for Eurobonds stood at 9.1
years, compared with 4.2 years for local bonds. In terms of its
debt stock, the government is exposed to foreign currency risk
because of a rather large stock of foreign-denominated debt
(primarily euro). In March 2025, foreign currency debt accounted
for 42.1% of total government debt. While the RON-EUR exchange rate
has been relatively stable in recent years, Morningstar DBRS notes
that exchange rate volatility increased substantially between the
two rounds of presidential elections in May 2025.
External Risks Are Elevated Because of a High Reliance on Portfolio
Investment Inflows
Morningstar DBRS views external risks for the Romanian economy as
elevated. The economy's current account deficit is very large and
primarily financed by rather unstable types of financial inflows
such as portfolio investment. The current account deficit widened
to 8.3% of GDP in 2024 from 6.6% in 2023 as a result of weak
external demand for Romanian exports and as the upswing in
government spending fostered import demand. Going forward, the EC
forecasts the current account deficit to narrow to an albeit still
very large 7.9% of GDP in 2025 and 7.0% in 2026 based on the
expectations that the government's fiscal stance will become less
accommodative and that external demand, particularly for service
exports, will improve. At the same time, rebalancing the current
account is complicated by the large and steady appreciation of the
real exchange rate in recent years as domestic prices and wages
grew at a faster pace than those in most trading partner economies.
Between Q1 2021 and Q1 2025, the real effective exchange rate
appreciated by 23.4% when based on unit labor costs and by 20.4%
when based on the GDP deflator. This strong real appreciation is
likely to weaken the international price competitiveness of
Romanian exports.
The most important external financing source in recent years were
inflows of portfolio investment, a very large part of which relates
to foreign purchases of government debt securities. Net foreign
purchases of Romanian government debt securities amounted to 3.7%
of GDP in 2024 compared with an average of 3.5% between 2020 and
2023. Instead, the financing shares of more stable external
financing sources are markedly lower. Net inflows of foreign direct
investment (FDI) stood at 1.6% of GDP in 2024 and primarily
comprised a reinvestment of earnings. Inflows in the capital
account, primarily EU capital grants, amounted to 1.2% of GDP in
2024. In view of the large projected current account deficits,
Morningstar DBRS regards a potential sudden stop or a reversal of
portfolio investment flows as an important external risk for the
Romanian economy. Furthermore, the external position is weakened by
the economy's negative net international investment position which
amounted to 42.7% of GDP in March 2025. The latter can primarily be
ascribed to negative net asset positions in direct investment
(33.8% of GDP) and portfolio investment (20.1%), whereas reserve
assets amounted to 20.0% of GDP. In April 2025, the central bank's
international reserves covered 144% of outstanding short-term
external debt.
Economic Growth Decelerated and Is Projected to Recover Only
Gradually
Economic growth decelerated since late 2023. After growing by 2.4%
in 2023, real GDP expanded by just 0.8% in 2024 and stagnated in Q1
2025 on a quarter-on-quarter basis. While private consumption
increased markedly in the past related to strong wage growth, net
exports and, to a lesser extent, investment activity weakened
significantly. Net exports deteriorated as strong private
consumption drove up import volumes. In addition, export activity
weakened on the back of sluggish external demand and as the strong
increase in unit labor costs weighed on the economy's international
price competitiveness. Looking ahead, economic growth is projected
to strengthen gradually. The EC forecasts annual real GDP growth at
1.4% in 2025 and at 2.2% in 2026 based on the expectations that
investment and exports particularly of services will recover in a
gradual manner. While the monetary policy stance remains relatively
tight, investment activity is likely to be supported by the recent
disbursement of the third tranche of Next Generation-EU funds. The
outlook for goods exports is exposed to substantial uncertainty on
how global trade tensions will evolve over the next several months.
While the Romanian economy's direct trade linkages with the U.S.
are comparatively small, potential higher-for longer U.S. tariffs
would likely affect the economy through indirect trade linkages via
Germany.
In general, Romania's credit profile is constrained by a
comparatively low level of labor productivity and the economy's
small size which renders it vulnerable to global trade shocks.
While the economic importance of skill-intensive service industries
such as the information and communication technology industry and
professional services has increased moderately over the past
decade, a significant portion of the domestic labor force remains
employed in sectors with comparatively low levels of labor
productivity. For example, the agricultural sector accounted for
20% of domestic employment but only 3% of gross valued added in
2024. Furthermore, demographic pressures and a comparatively low
labor participation rate weigh on the economy's growth potential.
Financial Condition of Banking Sector Is Sound but Concentration
Risk Towards Domestic Government Is Large
The overall financial condition of the domestic banking sector is
sound. The banking sector benefits from good capital buffers with
the average CET1 ratio of Romanian banks standing at 19.7% at
YE2024. Furthermore, banks' profitability is good, supported by
still high interest rates. The banking sector's funding position is
solid and highly reliant on domestic deposits from households and
non-financial corporates whereas foreign liabilities are relatively
low. Asset quality is sound. The stock of nonperforming loans stood
at 2.6% of gross loans at YE2024. Looking ahead, pockets of
vulnerability might result from still high domestic interest rates,
which might strain the repayment capacity of some borrowers. In
addition, a significant share of corporate loans is denominated in
foreign currency, which could pose a risk in case of a potential
currency depreciation. At the same time, the repayment capacity of
households is supported by a very low level of household debt
(2024: 15.2% of GDP). That said, the domestic banking sector has a
large concentration risk towards the domestic government. According
to the European Central Bank (ECB), total credit to the domestic
government accounted for 27.7% of the banking sector's total assets
in April 2025, the highest share across EU countries. The size of
the domestic banking sector is comparatively small. Total assets of
domestic banks amounted to 52% of GDP in March 2025.
Credit Profile Reflects Governance Deficiencies but Benefits From
EU Membership
Romania's institutional quality suffers from relatively weak
governance in the judicial system and weak control of corruption.
The World Bank Group's governance indicators for Romania are weaker
than those of most EU peers. At the same time, Morningstar DBRS
views Romania's membership in the EU as an anchor for institutional
quality. Domestic political polarization is elevated, which can
partly be ascribed to large regional disparities. Furthermore,
domestic political tensions have increased in recent months
following the decision of the country's Constitutional Court to
annul the results of the first round of presidential elections in
November 2024 which were won by the far-right candidate Calin
Georgescu. The re-run of the first round of presidential elections
in early May was won by the far-right candidate George Simion
which, in turn, led to the resignation of the country's Prime
Minister Marcel Ciolacu. The second round of presidential elections
were won by centrist Nicusor Dan in mid-May. Furthermore, a new
four-party government coalition was formed in mid-June. While the
formation of a new government coalition lowers short-term political
uncertainty, Morningstar DBRS expects domestic political
polarization to remain elevated which, in turn, makes addressing
economic policy challenges more difficult. In view of the latter,
Morningstar DBRS applied a negative qualitative adjustment to the
`Political Environment' Building Block Assessment.
Notes: All figures are in Romanian new leu (RON) unless otherwise
noted. Public finance statistics reported on a general government
basis unless specified.
=========
S P A I N
=========
CAIXABANK PYMES 13: DBRS Confirms BB Rating on Series B Notes
-------------------------------------------------------------
DBRS Ratings GmbH took the following credit rating actions on the
notes issued by three CaixaBank PYMES transactions:
CaixaBank PYMES 11, FT (CB11)
-- Series A Notes confirmed at AAA (sf)
-- Series B Notes confirmed at BBB (low) (sf)
CaixaBank PYMES 12, FT (CB12)
-- Series A notes confirmed at AAA (sf)
-- Series B notes confirmed at BBB (sf)
CaixaBank PYMES 13, FT (CB13)
-- Series A notes upgraded to AA (high) (sf) from AA (sf)
-- Series B notes confirmed at BB (sf)
The credit ratings on the Series A Notes in CB11, CB12, and CB13
address the timely payment of interest and the ultimate payment of
principal on or before the legal final maturity date for each
transaction (April 2052 for CB11, September 2062 for CB12, and
April 2047 for CB13). The credit ratings on the Series B Notes in
each transaction address the ultimate payment of interest and the
ultimate payment of principal on or before the legal final maturity
date for each transaction.
The credit rating actions follow an annual review of the
transactions and are based on the following analytical
considerations:
-- The portfolio performance, in terms of level of delinquencies
and defaults, as of the latest payment date for each transaction
(April and June 2025);
-- The one-year base case probability of default (PD) and default
and recovery rates on the outstanding receivables; and
-- The current available credit enhancements to the notes to cover
the expected losses assumed in line with their respective credit
rating levels.
CB11, CB12, and CB13 are securitizations of secured and unsecured
loans and drawdowns of secured and unsecured lines of credit
originated and serviced by CaixaBank, S.A. (CaixaBank) to
corporates, small and medium-size enterprises, and self-employed
individuals based in Spain. CB13 solely consists of unsecured
loans. The transactions closed in November 2019, 2020, and 2023,
respectively.
PORTFOLIO PERFORMANCE
CB11
As of the April 2025 payment date, loans more than three months
delinquent represented 1.9% of the portfolio balance, down from
2.1% at the last annual review. Gross cumulative defaults increased
to 2.0% of the original collateral balance, up from 1.8% in the
same period.
CB12
As of the June 2025 payment date, loans more than three months
delinquent represented 2.2% of the portfolio balance, up from 2.1%
at the last annual review. Gross cumulative defaults increased to
1.3% of the original collateral balance, up from 1.1% in the same
period.
CB13
As of the April 2025 payment date, loans more than three months
delinquent represented 1.2% of the portfolio balance, up from 0.7%
at the last annual review (November 2024). Gross cumulative
defaults increased to 0.2% of the original collateral balance, up
from 0.1% in the same period.
Receivables are classified as defaulted after 12 months of arrears
as per the three transactions' documentation.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis on the remaining
pool of each transaction.
For CB11, Morningstar DBRS updated the portfolio's one-year base
case PD assumption to 1.6%, and the weighted-average recovery rate
on the portfolio to 43.6% at the AAA (sf) credit rating level and
to 55.6% at the BBB (low) (sf) credit rating level.
For CB12, Morningstar DBRS updated the portfolio's one-year base
case PD assumption to 1.4%, and the weighted-average recovery rate
on the portfolio to 30.2% at the AAA (sf) credit rating level and
to 37.8% at the BBB (sf) credit rating level.
For CB13, Morningstar DBRS maintained the portfolio's one-year base
case PD assumption at 1.6% and the recovery rate on the portfolio
at 26.5% at the BB (sf) credit rating level and updated its
recovery rate to 19.6% at the AA (high) (sf) credit rating level.
CREDIT ENHANCEMENT
Credit enhancements to the Series A Notes in all the three
transactions are provided by the subordination of the respective
Series B Notes and the reserve funds. The reserve funds are
available to cover missed interest and principal payments on the
Series A Notes and Series B Notes once the Series A Notes have been
paid in full. The reserve funds amortize in line with their target
amortization amounts (4.7%, 5.0% and 5.0% of the outstanding
balance of the rated notes for CB11, CB12, and CB13, respectively)
and are currently at their target levels of EUR 19.1 million for
CB11, EUR 23.2 million for CB12 and EUR 108.6 million for CB13.
CB11
As of the April 2025 payment date, the credit enhancement to the
Series A Notes was 92.0%, up from 63.0% at the last annual review;
the credit enhancement to the Series B Notes was 5.2%, down from
5.3% in the same period.
CB12
As of the June 2025 payment date, the credit enhancement to the
Series A Notes was 92.5%, up from 56.3% at the last annual review;
the credit enhancement to the Series B Notes was 5.7%, unchanged
from the same period.
CB13
As of the April 2025 payment date, the credit enhancement to the
Series A Notes was 25.0%, up from 23.0% at the last annual review;
the credit enhancement to the Series B Notes was 5.4%, down from
6.4% in the same period.
CaixaBank acts as the account bank for the three transactions.
Based on the account bank reference credit rating of A (high) on
CaixaBank, which is one notch below its Morningstar DBRS Long Term
Critical Obligations Rating of AA (low), the downgrade provisions
outlined in the transaction documents, and other mitigating factors
inherent in the transactions structures, Morningstar DBRS considers
the risk arising from the exposure to the account bank to be
consistent with the credit ratings assigned to the notes, as
described in Morningstar DBRS' "Legal and Derivative Criteria for
European Structured Finance Transactions" methodology.
Notes: All figures are in euros unless otherwise noted.
SABADELL CONSUMO 2: DBRS Confirms B(high) Rating on Class F Notes
-----------------------------------------------------------------
DBRS Ratings GmbH confirmed the credit ratings on the notes issued
by Sabadell Consumo 2 FT (the Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at B (high) (sf)
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate payment of principal on or before the
legal final maturity date in December 2034. The credit rating on
the Class B Notes addresses the ultimate payment of interest but
the timely payment of interest when most senior, and the ultimate
payment of principal before the legal final maturity date. The
credit ratings on the Class C, Class D, Class E, and Class F Notes
address the ultimate payment of interest and principal on or before
the legal final maturity date.
CREDIT RATING RATIONALE
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the June 2025 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.
The transaction is a static securitization of Spanish consumer loan
receivables originated and serviced by Banco de Sabadell, S.A.,
which closed in July 2022 with an original portfolio balance of EUR
750.0 million.
PORTFOLIO PERFORMANCE
As of the June 2025 payment date, loans that were 30 to 60 days
delinquent and 60 to 90 days delinquent represented 0.5% and 0.3%
of the outstanding portfolio balance, respectively, while loans
more than 90 days delinquent amounted to 0.5%. Gross cumulative
defaults amounted to 3.6% of the initial portfolio balance.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its base case PD and LGD
assumptions at 6.6% and 80.0%, respectively.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the rated notes. As of the June 2025 payment
date, credit enhancement to the Class A Notes was 33.2%, credit
enhancement to the Class B Notes was 21.9%, credit enhancement to
the Class C Notes was 15.2%, credit enhancement to the Class D
Notes was 10.9%, credit enhancement to the Class E Notes was 8.8%,
and credit enhancement to the Class F Notes was 7.2%. The credit
enhancement levels have remained unchanged since the Morningstar
DBRS initial credit rating because of the pro rata amortization of
the rated notes.
The transaction benefits from an amortizing cash reserve, funded at
closing to EUR 8.8 million using proceeds from the issuance of
Class H Notes, available to cover senior expenses, swap payments,
interest payments on the Class A Notes, and, unless deferred,
interest payments on the remaining outstanding notes. The reserve
has a target balance equal to 1.17% of the outstanding Class A
through Class G Notes balance, subject to a floor of EUR 3.2
million. As of the June 2025 payment date, the reserve was at its
target balance of EUR 3.2 million.
Societe Generale, S.A., Sucursal en Espana (SocGen Spain) acts as
the account bank for the transaction. Based on Morningstar DBRS'
private credit rating on SocGen Spain, the downgrade provisions
outlined in the transaction documents, and other mitigating factors
inherent in the transaction structure, Morningstar DBRS considers
the risk arising from the exposure to the account bank to be
consistent with the credit ratings assigned to the rated notes, as
described in Morningstar DBRS' "Legal and Derivative Criteria for
European Structured Finance Transactions" methodology.
J.P. Morgan SE acts as the swap counterparty for the transaction.
Morningstar DBRS' private credit rating on J.P. Morgan SE is
consistent with the First Rating Threshold as described in
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.
Notes: All figures are in euros unless otherwise noted.
===========
S W E D E N
===========
POLESTAR AUTOMOTIVE: Closes Class A ADS Sale to PSD Investment
--------------------------------------------------------------
Polestar Automotive Holding UK PLC disclosed in a Form 6-K Report
filed with the U.S. Securities and Exchange Commission that the
previously announced issuance and sale of 190,476,190 Class A
American Depositary Shares to PSD Investment Limited by the
Company, pursuant to the Securities Purchase Agreement entered into
by Polestar and PSD Investment on June 16, 2025, was completed on
July 23, 2025.
Additionally, the conversion of 20,000,000 Class B American
Depositary Shares into Class A ADS Shares by PSD Investment, to
ensure PSD Investment's voting power of its Polestar shareholdings
remains below 50%, was completed on the day prior to the closing of
the Sale.
Registration Rights Agreement
On July 23, 2025, Polestar entered into a registration rights
agreement with PSD Investment, in accordance with the Purchase
Agreement. The Registration Rights Agreement requires Polestar to,
as soon as practicable, but no later than 90 days after the
agreement date, file a Registration Statement under the Securities
Act so that the Class A ADS Shares may be resold. The Registration
Rights Agreement grants PSD Investment customary registration
rights with respect to the Class A ADS Shares. All definitions used
herein, but not defined, have the respective meanings given to them
in the Registration Rights Agreement.
A copy of the Registration Rights Agreement is available at
https://tinyurl.com/3cvfaaaa
About Polestar Automotive
Polestar (Nasdaq: PSNY) is the Swedish electric performance car
brand with a focus on uncompromised design and innovation, and the
ambition to accelerate the change towards a sustainable future.
Headquartered in Gothenburg, Sweden, its cars are available in 27
markets globally across North America, Europe and Asia Pacific.
Gothenburg, Sweden-based Deloitte AB, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 9, 2025, attached to the Company's Annual Report on Form 10-K
for the year ended December 31, 2024, citing that the Company
requires additional financing to support operating and development
activities that raise substantial doubt about its ability to
continue as a going concern.
As of Dec. 31, 2024, the Company had $4.1 billion in total assets,
$7.4 billion in total liabilities, and a total deficit of $3.3
billion.
===========================
U N I T E D K I N G D O M
===========================
AGDEN CONSULTING: S&W Partners Named as Administrators
------------------------------------------------------
Agden Consulting Limited was placed into administration proceedings
in the High Court of Justice Court Number: CR-2025-004876, and
Simon Jagger and Ben Woodthorpe of S&W Partners LLP, were appointed
as administrators on July 16, 2025.
Agden Consulting, trading as Facetheory, specialized in retail sale
via mail order houses or via Internet.
Its registered office and principal trading address is at 20-22
Wenlock Road, London, N1 7GU.
The administrators can be reached at:
Simon Jagger
Ben Woodthorpe
S&W Partners LLP
22 York Buildings
London, WC2N 6JU
Contact details for Administrators:
Email: fahad.mohammed@swgroup.com
Alternative contact: Fahad Mohammed
ARDEN BIDCO: Fitch Assigns 'B(EXP)' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Arden Bidco Limited a first-time
expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)'. The
Outlook is Stable. Fitch has also assigned an expected rating of
'B+(EXP)' with a Recovery Rating of 'RR3' to Arden's proposed term
loan B (TLB).
The expected IDR is constrained by Arden's small scale, business
concentration in the UK and high leverage following its proposed
leveraged buyout. The rating is supported by resilient revenue
growth, an EBITDA margin of over 30% and positive free cash flow
(FCF).
The Stable Outlook reflects its expectation that the group will
maintain strong growth in student numbers, supported by demand from
mature students and rising adoption of digital learning. This
should support EBITDA growth, a healthy FCF margin and leverage
remaining within rating sensitivities.
The assignment of the final ratings is contingent on transaction
completion in line with the presented terms.
Key Rating Drivers
New Ownership and Capital Structure: Brightstar Capital Partners LP
entered into a definitive agreement on 27 June 2025 to acquire 50%
of Arden. . The transaction will be a 50/50 partnership with the
current owners, Global University Systems Holding B.V.
(B/Positive). The acquisition will be part funded via a new
euro-denominated GBP530 million TLB and the remainder via equity
and a small investor note with equity-like terms.
High Leverage Post Leveraged Buyout: Fitch expects post-acquisition
gross EBITDAR leverage of 5.8x based on FY25 EBITDA (financial year
ending May 2025). Forecast earnings growth and FCF generation
provide scope to increase rating headroom and support deleveraging.
However, in the absence of a formal leverage target, the adoption
of aggressive shareholder distributions or inorganic growth
investments could limit financial flexibility.
Limited Scale and Diversification: Arden's modest scale,
single-market focus and high 95% concentration of domestic students
heightens earnings sensitivity to domestic policy changes and
competition. Private providers account for only 5% of total UK
higher education enrolments, with Arden's market share at 0.9%.
Furthermore, domestic students are typically funded by UK student
loans and tuition fees are capped, whereas there are no caps on
international students. Any change in student loan funding criteria
or adjustments to tuition caps could disproportionately affect
Arden's earnings compared with more diversified peers.
Scalable Delivery Model: Growth has been rapid to date, with
student intake rising at a 25% CAGR in FY22-FY25, versus a 7% CAGR
in UK enrolments of students aged over 21 from 2020 to 2024. Arden
is well positioned to capture demand in a growing addressable
market. In addition, the scalable nature of its platform and rising
number of campuses should enable operating leverage, supported by
predictable, recurring revenue streams, with approximately 77% of
its student base on three-to-four year courses with stable
completion rates.
Full-Time International Growth: Arden has recently completed its
assessment period as a new sponsor of international students and is
expected to gain full privileges and aims to diversify and increase
revenue by boosting enrolments of full-time international students.
Arden forecasts the proportion of full-time international students
to grow over the plan period and reach more than 15% by FY30.
However, Fitch believes this strategy could face operational
challenges; while the UK remains attractive to international
students seeking career-focused degrees and work opportunities in
major UK cities, Fitch assumes Arden may require additional
staffing for face-to-face teaching and stricter monitoring of
student quality to maintain its student sponsor licence.
Strong Profit Margin: Arden generates an EBITDA margin in excess of
30%, supported by its scalable, digital-first delivery model and
lean physical infrastructure. Arden owns 100% of its course content
and intellectual property, enabling it to avoid costly validation
arrangements with other universities. Fitch expects its EBITDA
margin to stay strong, aided by operational leverage from increased
student volume, with fixed business-support costs making up around
16% of operating costs, further cost efficiencies from offshoring
activities and the ramp-up of full-time international student
enrolments, which attract higher tuition fees.
Favourable Demographics: Arden benefits from structurally
supportive UK higher education demographics, with rising
participation rates and an underserved adult learner population;
approximately 3.3 million UK adults aged over 25 - Arden's target
market - only hold a high school diploma. The company's flexible
online and blended delivery model aligns with the needs of working
professionals and mature students and those seeking non-traditional
study paths, offering accessibility and convenience.
Mixed but Improving Regulatory Outcomes: The UK higher education
sector faces increasing regulatory scrutiny and ongoing policy
changes. Failure to navigate these challenges could lead to
restricted access to public funding, reputational damage or the
loss of university title or degree-awarding power. Arden's notice
to improve was issued due to outcomes in continuation and graduate
employment rates falling below recommended thresholds, but has
since strengthened governance, enhanced data monitoring and
increased enrolment scrutiny. This has improved key metrics, which
Fitch expects to meet threshold requirements by the next assessment
in 2028.
TDAP Status Enhances Competitive Position: Arden is one of only six
private providers in the UK with Taught Degree Awarding Power
(TDAP) and university status, distinguishing it from most other
private providers, which rely on partnerships with traditional
universities. This autonomy allows Arden to design, deliver and
accredit its own programmes, supporting faster programme
innovation, and removes restrictions on student numbers, allowing
for greater scalability. University status also enhances brand
recognition and student trust, particularly among international
applicants: a targeted growth area for Arden.
Peer Analysis
Arden benefits from strong revenue growth and a highly scalable,
capital light digital delivery model that provides the
accessibility and flexibility to capture underserved
non-traditional mature learners. This model supports structurally
higher EBITDA margins and recurring, highly cash-generative tuition
revenue with metrics that compare favourably to Fitch-rated
education provider peers.
Publicly rated peers, Global University Systems Holding B.V.
(B/Positive) and Lernen Bidco Limited (Cognita, B/Stable), benefit
from much larger scale, with revenue nearly 5x greater than at
Arden. The peers are also more diversified geographically and by
brand, which spreads regulatory risk. In addition, inelastic demand
for premium K-12 education and long-term enrolments provides more
revenue stability for Cognita.
Arden's EBITDA margin exceeds 30%, which is at the top-end of 'B'
rated peers. Opening leverage is elevated, but the company has
stronger deleveraging capacity versus peers, with a high
pre-dividend FCF margin that Fitch expects to return to
double-digit levels following the completion of capex for campus
expansion after FY26.
Key Assumptions
Fitch's Key Assumptions within its Rating Case for the Issuer:
- Revenue growth of around 27% in FY25, driven by strong student
growth and fee increases in the blended learnings UK segment.
Annual revenue growth to decline to low single digits in FY26 as
student growth is offset by a much lower fee cap for foundation
courses, before returning to around 13% in FY27-FY29 on student
growth across all segment and flat fees.
- Strong working capital inflow in FY25, due to a large increase in
revenue driven by the upfront nature of tuition fees. Inflow
moderate to neutral in FY26 on lower revenue growth, before
settling at around 1.0%-1.5% of revenue as revenue growth returns.
- EBITDA margin to remain in the mid-30% range between FY25 and
FY29, supported by a largely fixed cost base and continued business
stability.
- Annual capex to average GBP13 million between FY25 and FY29.
- Shareholder distributions of GBP15 million for FY27, GBP20
million for FY28 and GBP25 million for FY29.
Recovery Analysis
The recovery analysis assumes that Arden would be reorganised as a
going concern in bankruptcy rather than liquidated.
Fitch assumes a 10% administrative claim.
Fitch estimates going concern EBITDA at GBP70 million, reflecting
its view of a sustainable, post-reorganisation EBITDA on which
Fitch bases the group's valuation. This may be driven by weaker
operating performance, an inability to increase student numbers,
lower utilisation rates or adverse regulatory changes.
Fitch applies an enterprise value multiple of 5.5x to going concern
EBITDA to calculate a post-reorganisation valuation. The reflects
Arden's good market position, high margin and solid growth
prospects, with medium-term revenue visibility. This is balanced by
the group's small scale and geographic concentration in comparison
with Fitch-rated education sector peers.
Fitch estimates senior debt claims at GBP575 million, including a
new planned GBP45 million senior secured revolving credit facility
and euro-denominated GBP530 million senior secured TLB.
Its waterfall analysis generates a ranked recovery for Arden's TLB
equivalent to a Recovery Rating of 'RR3', leading to a 'B+(EXP)'
rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operational underperformance or more aggressive shareholder
distributions or debt-funded acquisitions, which lead to EBITDAR
leverage above 6.0x on a sustained basis
- EBITDAR fixed-charge coverage below 2.5x on a sustained basis
- Inability to increase students numbers with a lower overall
utilisation rate and adverse regulatory changes leading to an
EBITDA (after leases) margin consistently below 30%
- Sustained neutral or negative FCF margin
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Successful execution of growth strategy, with improved operating
scale or geographic diversification
- EBITDAR leverage remaining below 4.5x on a sustained basis,
including clarity on capital allocation from management that would
keep leverage structurally below this level
- Consistently positive mid-single-digit FCF margin
Liquidity and Debt Structure
Post-transaction, Fitch expects Arden to have a GBP3 million cash
balance and a new undrawn GBP45 million a revolving credit facility
with a maturity of 6.5 years, which Fitch deems to be sufficient
liquidity. Expected positive FCF generation provides an additional
cushion to the company's liquidity position. The company will have
euro-denominated GBP530 million of debt, consisting of a senior
secured TLB. The planned maturity of this facility is seven years;
therefore, the company will have no material scheduled debt
repayments until 2032.
Issuer Profile
Arden is an accredited, UK-based university that offers
undergraduate and postgraduate programmes through blended
(in-person/virtual learning) and distance (online) learning.
Date of Relevant Committee
24 July 2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Arden Bidco Limited LT IDR B(EXP) Expected Rating
senior secured LT B+(EXP) Expected Rating RR3
CBE PLUS: Interpath Ltd Named as Joint Administrators
-----------------------------------------------------
CBE Plus Ltd was placed into administration proceedings in the High
Court of Justice, Business and Property Courts in Birmingham,
Insolvency and Companies List (ChD) No CR-2025-BHM-000364 and
Timothy Bateson and Howard Smith of Interpath Ltd, were appointed
as joint administrators on July 21, 2025.
CBE Plus Ltd specialized in engineering activities.
Its registered office is at c/o Interpath Ltd, 2nd Floor, 45 Church
Street, Birmingham, B3 2RT.
Its principal trading address is at Enterprise Drive, Holmewood,
Chesterfield, S42 5UZ.
The joint administrators can be reached at:
Timothy Bateson
Howard Smith
Interpath Ltd
2nd Floor, 45 Church Street
Birmingham, B3 2RT
For further details contact:
Karen Croston
Tel. No: 0161 509 8604
FLOODLIGHT LEISURE: Kroll Advisory Named as Joint Administrators
----------------------------------------------------------------
Floodlight Leisure Ltd was placed into administration proceedings
in the High Court of Justice Business and Property Courts of
England and Wales, Insolvency & Companies List (ChD) Court Number:
CR-2025-004995, and Benjamin John Wiles and Philip Joseph Dakin of
Kroll Advisory Ltd, were appointed as joint administrators on July
23, 2025.
Floodlight Leisure, trading as Simmons Bar, specialized in public
houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 32 Caledonian Rd, London, N1
9DT.
The joint administrators can be reached at:
Benjamin John Wiles
Philip Dakin
Kroll Advisory Ltd
The Shard, 32 London Bridge Street
London, SE1 9SG
Further details contact:
The Administrators
Tel No: 020 7089 4700
Alternative contact: Atif Farooqi
FUND OURSELVES: Azets Holding Named as Administrators
-----------------------------------------------------
Fund Ourselves Ltd was placed into administration proceedings in
the High Court of Justice Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD) Court Number:
CR-2025-004781, and Louise Brittain and Robert Young of Azets
Holding Limited, were appointed as administrators on July 21, 2025.
Fund Ourselves specialized in financial intermediation.
Its registered and principal trading address is at 36 Woodstock
Grove, Unit 1d, London, W12 8LE.
The administrators can be reached at:
Robert Young
Azets Holdings Limited
2nd Floor, Regis House
45 King William Street
London, EC4R 9AN
-- and --
Louise Brittain
Azets Holdings Limited
Gladstone House, 77-79 High Street
Egham, Surrey, TW20 9HY
Contact details for Administrators:
Tel: 020 7403 1877
Alternative contact:
Michael Carr-White
Email: michael.carr-white@azets.co.uk
HERMITAGE 2024: DBRS Confirms BB(high) Rating on Class E Notes
--------------------------------------------------------------
DBRS Ratings Limited confirmed the following credit ratings on the
notes issued by Hermitage 2024 plc (the Issuer):
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (high) (sf)
The credit ratings on the Class A Notes and Class B Notes address
the timely payment of interest and the ultimate payment of
principal on or before the legal final maturity date in April 2033.
The credit ratings on the Class C Notes, Class D Notes and Class E
Notes address the ultimate repayment of interest and the ultimate
repayment of principal by the legal maturity date, and the timely
payment of interest while the senior-most class outstanding.
CREDIT RATING RATIONALE
The credit rating confirmations follow an annual review of the
transaction and are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults and
losses, as of the June 2025 payment date;
-- Updated probability of default (PD), loss given default (LGD),
and expected loss assumptions for the remaining collateral pool,
considering the updated quarterly vintage performance data
received; and
-- Current available credit enhancement (CE) to the notes to cover
the expected losses at their respective credit rating levels.
Hermitage 2024 plc represents the issuance of notes backed by a
portfolio of equipment hire purchase (HP) and finance lease
receivables granted by Haydock Finance Limited (Haydock, the
originator or the seller) to borrowers in England, Wales, and
Scotland. Haydock also services the portfolio.
The transaction features a mixed pro rata/sequential amortization.
The Issuer's available funds are initially allocated pro rata and
will switch to a sequential allocation only if a sequential
amortization event has occurred. The pro rata allocation considers
the notes' relative principal amounts outstanding and the
performing collateral portfolio. Once the sequential amortization
event is triggered, the principal repayment of the notes will
become sequential and is nonreversible. As of the June 2025 payment
date, no sequential amortization event had occurred.
PORTFOLIO PERFORMANCE
As of the June 2025 payment date, loans that were one-to-two-month
delinquent represented 0.2% of the outstanding portfolio balance.
No loans were delinquent more than two months. Gross cumulative
defaults represented 2.4% of the original portfolio balance.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS received updated historical performance data from
the originator and conducted a loan-by-loan analysis of the
remaining pool of receivables. Morningstar DBRS updated its base
case PD at the B (low) (sf) rating level to 6.9% down from 7.3% and
maintained its base case LGD assumption at 40.0%.
CREDIT ENHANCEMENT
CE is provided by the subordination of the junior notes. As of the
June 2025 payment date, CE to the Class A, Class B, Class C, Class
D and Class E Notes were 29.0%, 22.0%, 14.0%, 9.0% and 5.0%,
respectively. The CE has remained stable since Morningstar DBRS'
initial credit rating because of the pro rata amortization of the
notes. If a sequential amortization event is triggered, the
principal repayment of the Notes will become sequential and
non-reversible.
The transaction benefits from a liquidity reserve fund (LRF) split
into Class A/B, Class C, Class D, and Class E LRF ledgers. The
Class A/B LRF ledger is fully funded at closing through a
subordinated loan to 1.7% of the Class A and B Notes' balance and
includes a floor equivalent to 0.3% of the initial outstanding
balance of the Class A and B Notes. Following the redemption of the
Class A and Class B Notes, the other reserve ledgers will be funded
through excess spread up to 1.7% of their respective outstanding
principal balance.
U.S. Bank Europe DAC, U.K. Branch (US Bank) acts as the account
bank for the transaction. Based on the Morningstar DBRS private
rating of US Bank, the downgrade provisions outlined in the
transaction documents, and other mitigating factors inherent in the
transaction structure, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings assigned to the notes, as described in Morningstar
DBRS's "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology.
Citigroup Global Markets Limited (Citi) is the swap counterparty
for the transaction. Morningstar DBRS' private credit rating on
Citi is consistent with the First Rating Threshold as described in
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.
Notes: All figures are in British pound sterling unless otherwise
noted.
NEWDAY FUNDING 2025-2: DBRS Finalizes BB Rating on Class E Notes
----------------------------------------------------------------
DBRS Ratings Limited finalized provisional credit ratings on the
following classes of notes (collectively, the Notes) issued by
NewDay Funding Master Issuer plc (the Issuer):
-- Series 2025-2, Class A Notes at AAA (sf)
-- Series 2025-2, Class B Notes at AA (sf)
-- Series 2025-2, Class C Notes at A (sf)
-- Series 2025-2, Class D Notes at BBB (sf)
-- Series 2025-2, Class E Notes at BB (sf)
The credit ratings of the Notes address the timely payment of
scheduled interest and the ultimate repayment of principal by the
legal final maturity date.
The transaction is a securitization of near-prime credit cards
granted to individuals domiciled in the UK by NewDay Ltd. (NewDay)
and is issued out of the Issuer as part of the NewDay
Funding-related master issuance structure under the same
requirements regarding servicing, amortization events, priority of
distributions and eligible investments. NewDay Cards Ltd. (NewDay
Cards) is the initial servicer with Lenvi Servicing Limited (Lenvi)
in place as the backup servicer for the transaction.
CREDIT RATING RATIONALE
Morningstar DBRS based its analysis on the following
considerations:
-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Notes are issued
-- The credit quality of NewDay's portfolio, the characteristics
of the collateral, its historical performance and Morningstar DBRS'
expectation of the charge-off rate, monthly principal payment rate
(MPPR), and yield rate under various stress scenarios
-- Morningstar DBRS' operational risk review of NewDay and NewDay
Cards' capabilities regarding origination, underwriting, servicing,
position in the market and financial strength
-- Morningstar DBRS' operational risk review of Lenvi regarding
servicing
-- The transaction parties' financial strength regarding their
respective roles
-- The consistency of the transaction's structure with Morningstar
DBRS' Legal and Derivative Criteria for European Structured Finance
Transactions methodology
-- Morningstar DBRS' long-term sovereign credit rating on United
Kingdom of Great Britain and Northern Ireland, currently AA with a
Stable trend
TRANSACTION STRUCTURE
The transaction includes a scheduled revolving period. During this
period, additional receivables may be purchased and transferred to
the securitized pool, provided that the eligibility criteria set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of performance triggers or servicer termination. The
servicer may extend the scheduled revolving period by up to 12
months. If the Notes are not fully redeemed at the end of the
scheduled revolving period, the transaction will enter into a rapid
amortization.
The transaction also includes a series-specific liquidity reserve
to cover shortfalls in senior expenses, senior swap payments (if
applicable), and interest on the Class A, Class B, Class C, and
Class D Notes (collectively, the Senior Classes) and would amortize
to the target amount of 2.2% of the Senior Classes' outstanding
balance, subject to a floor of GBP 250,000.
As the Notes are denominated in British pound sterling with
floating-rate coupons based on the daily compounded Sterling
Overnight Index Average (Sonia), there is an interest rate mismatch
between the fixed-rate collateral and the Sonia-based coupon rates
of the Notes. The potential interest rate mismatch risk is to a
certain degree mitigated by excess spread and NewDay's ability to
increase the credit card annual percentage contractual rates.
COUNTERPARTIES
HSBC Bank plc is the account bank for the transaction. Based on
Morningstar DBRS' private credit rating on HSBC Bank and the
downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the credit ratings
assigned.
PORTFOLIO ASSUMPTIONS
The most recent total yield from the June 2025 investor report of
the NewDay Funding-related portfolio was 31.7%, up from the record
low of 26% in May 2020 because of the consistent repricing by
NewDay following the Bank of England base rate increases since
mid-2022. Nonetheless, the yield is expected to follow the trend of
the Bank of England base rate, which has been declining since
August 2024. After consideration of the observed trends and the
removal of spend-related fees, Morningstar DBRS elected to maintain
the expected yield at 27%.
For the charge-off rates, the investor report reported a 13.8% in
June 2025 after reaching a record high of 17.6% in April 2020.
Morningstar DBRS notes the levels have remained below 18% since
June 2020, albeit with some volatility, and elected to maintain the
expected charge-off rate at 16% after considering the easing of
inflation, lower interest rates, and Morningstar DBRS' improved
credit outlook for near-prime borrowers.
The most recent total payment rate including the interest
collections was 14.7% in the June 2025 investor report, which
remains above historical levels. The recent levels continue to be
resilient in the current economic environment, which is reflected
in Morningstar DBRS' current stable credit outlook for near-prime
borrowers. As such, Morningstar DBRS maintained the expected MPPR
at 9% after removing the interest collections.
Morningstar DBRS' credit ratings on the Notes address the credit
risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the related Interest Payment Amounts and
the Class Balances.
Notes: All figures are in British pound sterling unless otherwise
noted.
OAKMAN DEV: PricewaterhouseCoopers Named as Joint Administrators
----------------------------------------------------------------
Oakman Dev Limited was placed into administration proceedings in
the High Court of Justice, Business & Property Courts of England
and Wales, Insolvency and Companies List (ChD) Court Number:
CR-2025-004962, and Ross D Connock, Mark James Tobias Banfield and
Tom Crookham of PricewaterhouseCoopers LLP were appointed as
administrators on July 21, 2025.
Oakman Dev Limited operated public houses and bars.
Its registered office is at Saxon House, 211 High Street,
Berkhamsted, Hertfordshire, United Kingdom, HP4 1AD.
The joint administrators can be reached at:
Ross D Connock
PricewaterhouseCoopers LLP
2 Glass Wharf
BRISTOL, BS2 0FR
-- and --
Mark James Tobias Banfield
Tom Crookham
PricewaterhouseCoopers LLP
7 More London, Riverside
London, SE1 2RT
For further details contact
PricewaterhouseCoopers LLP
Tel No: 0113 289 4000
Email: uk_odl_queries@pwc.com
Data processing details are available in the privacy statement at
PwC.co.uk
OAKMAN INNS: PricewaterhouseCoopers Named as Administrators
-----------------------------------------------------------
Oakman Inns And Restaurants Limited was placed into administration
proceedings in the High Court of Justice, Business & Property
Courts of England and Wales, Insolvency and Companies List (ChD)
Court Number: CR-2025-004290, and Ross D Connock, Mark James Tobias
Banfield and Tom Crookham of PricewaterhouseCoopers LLP were
appointed as joint administrators on July 21, 2025.
Oakman Inns operated in the public houses and bars industry.
Its registered office is at Saxon House, 211 High Street,
Berkhamsted, Hertfordshire, United Kingdom, HP4 1AD.
The joint administrators can be reached at:
Ross D Connock
PricewaterhouseCoopers LLP
2 Glass Wharf
BRISTOL, BS2 0FR
-- and --
Mark James Tobias Banfield
Tom Crookham
PricewaterhouseCoopers LLP
7 More London, Riverside
London, SE1 2RT
For further details contact
PricewaterhouseCoopers LLP
Tel No: 0113 289 4000
Email: uk_oirl_creditors@pwc.com
Data processing details are available in the privacy statement at
PwC.co.uk
SHAWBROOK 2022-1: Fitch Hikes Class E Notes Rating to 'BBsf'
------------------------------------------------------------
Fitch Ratings has upgraded Shawbrook Mortgage Funding 2022-1 PLC's
class B to E notes and affirmed the rest. All ratings have been
removed from Under Criteria Observation (UCO).
Entity/Debt Rating Prior
----------- ------ -----
Shawbrook Mortgage
Funding 2022-1 PLC
Class A XS2562973615 LT AAAsf Affirmed AAAsf
Class B XS2562973706 LT AAAsf Upgrade AA+sf
Class C XS2562973888 LT AA+sf Upgrade AA-sf
Class D XS2562973961 LT A+sf Upgrade A-sf
Class E XS2562974001 LT BBsf Upgrade B+sf
Class F XS2562974183 LT CCsf Affirmed CCsf
Transaction Summary
The transaction is a static securitisation of buy-to-let (BTL)
mortgages originated between 2016 and 2022 by Shawbrook Bank
Limited (Shawbrook), in England, Scotland and Wales. Shawbrook is
the named servicer, although day-to-day servicing is delegated to
Target Servicing Limited.
KEY RATING DRIVERS
UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS
Rating Criteria" dated 23 May 2025). Key changes include updated
representative pool weighted average foreclosure frequencies
(WAFFs), changes to sector selection, revised recovery rate
assumptions and changes to cash flow assumptions.
The most significant revision was to the non-conforming sector
representative 'Bsf' WAFF. Fitch applies newly introduced
borrower-level recovery rate caps to under-performing seasoned
collateral. Fitch now applies dynamic default distributions and
high prepayment rate assumptions rather than static assumptions.
Alternative Prepayment Rates: Shawbrook contains a high portion of
fixed-rate loans subject to early repayment charges. The point at
which these loans are scheduled to revert to the relevant variable
rate will likely determine when prepayments occur. Fitch has
therefore applied an alternative high prepayment stress that tracks
the fixed-rate reversion profile of the pool. The prepayment rate
applied is floored at the high prepayment rate assumptions produced
by its ResiGlobal: UK model and capped at a maximum 40% a year.
Increasing Credit Enhancement: Credit enhancement (CE) has
increased since the last review in August 2024 due to sequential
amortisation and the general reserve fund, which increases as the
liquidity reserve fund amortises. CE for the class A notes
increased to 20% from 17% at the June 2025 interest payment date
This increase in CE has supported the rating actions.
Transaction Adjustment: Fitch has applied a BTL transaction
adjustment of 1.2x to FFs due to the high concentration of
specialist properties and products in the portfolio. For example,
the portion of HMO (seven or more occupants) properties has
increased to 74% from 71% at the last review and 64% at closing in
December 2022, as the pool continues to amortise. This is in line
with an originator adjustment of 1.2x applied to FFs at closing.
Below Modelled-Implied Ratings: Arrears remain moderate, with 1+
month arrears at 3% and 3+ month arrears at 2.1% as of end-May
2025, but both have nearly doubled since the previous review. About
69% of the pool is currently paying a fixed rate, with most
expected to revert to the Shawbrook's standard variable rate plus a
contractual margin during 2026-2027. Higher post-reversion interest
rates could increase arrears if borrowers have difficulty meeting
higher mortgage payments. To account for these risks and potential
performance volatility, Fitch has limited upgrades to the class D
and E notes to three and two notches below their respective
modelled-implied ratings.
HMO Rental Yield Haircut: The high ICR (relative to similar BTL
deals) for the asset pool is linked to the higher rental yield of
HMO properties. However, such properties are complex to manage and
may require higher maintenance costs. Fitch has therefore applied
an approximately 25% haircut to the rental income of HMO
properties. This broadly aligns with the stricter DSCR requirement
from Shawbrook than for standard properties, resulting in an
adjusted ICR of 107%. This is a variation to Fitch criteria.
HMO Valuation Haircut: Fitch has adjusted the valuation of large
HMO properties by applying a 10% haircut. This is a variation to
Fitch's criteria. These properties are typically valued with a
yield-based approach which may result in higher volatility
depending on factors such as the occupancy rate. The attractiveness
of these properties may be driven by atypical drivers of housing
demand such as the evolution of a specific population (students,
care workers, seasonal workers). Lastly, this market has a limited
size and conversion costs may be needed to adapt these properties
to more standard properties that could be sold to an owner occupier
or a non-HMO-investor.
Regional Concentration: The pool contains a material concentration
of loans originated in Scotland (31.7% by property count), which is
captured by Fitch's criteria around regional concentration. Loans
in Scotland are mainly simpler BTL loans and properties; there is
no concentration of HMO properties in Scotland or in any other
region.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce CE available to the
notes.
Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries. Fitch found that a 15% increase in the WAFF and a 15%
decrease in the weighted average recovery rate (WARR) decrease
would imply the following:
Class A: 'AAAsf'
Class B: 'AAAsf'
Class C: 'AA+sf'
Class D: 'A+sf'
Class E: 'B+sf'
Class F: below 'CCCsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades. A decrease in the WAFF of 15% and an increase in the WARR
of 15% would imply the following:
Class A: 'AAAsf'
Class B: 'AAAsf'
Class C: 'AAAsf'
Class D:'AA+sf'
Class E: 'A-sf'
Class F: below 'CCCsf'
CRITERIA VARIATION
Fitch applies a 10% valuation haircut to large HMO properties due
to higher volatility from yield-based valuation methods and factors
like occupancy. Demand on these properties may depend on niche
population trends. Additionally, the market for large HMOs is
fairly limited, and conversion to standard residential properties
may require additional costs.
Fitch applies a 25% haircut to HMO rental income, reflecting extra
costs compared with standard BTL properties, which reduces the
rental value used in Fitch's ICR calculation. This approach is
consistent with Shawbrook's stricter DSCR requirements for HMOs.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction's closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transaction's closing, Fitch conducted a review of a
small, targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
SIMMONS WEST: Kroll Advisory Named as Joint Administrators
----------------------------------------------------------
Simmons West End Limited was placed into administration proceedings
in the High Court of Justice, Business and Property Courts of
England and Wales, Insolvency & Companies List (ChD) Court Number:
CR-2025-005004, and Benjamin John Wiles and Philip Dakin of Kroll
Advisory Ltd, were appointed as joint administrators on July 23,
2025.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 28a Leicester Square, London
WC2H 7LE.
The joint administrators can be reached at:
Benjamin John Wiles
Philip Dakin
Kroll Advisory Ltd
The Shard, 32 London Bridge Street
London, SE1 9SG
Further details contact:
The Joint Administrators
Tel: +44 (0) 20 7089 4700
Alternative contact: Atif Farooqi
TAURUS 2025-3: DBRS Finalizes BB Rating on Class E Notes
--------------------------------------------------------
DBRS Ratings Limited finalized provisional credit ratings to the
following classes of notes to be issued by Taurus 2025-3 UK DAC
(the Issuer):
-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
CREDIT RATING RATIONALE
The transaction is a securitization of a GBP 281.0 million
floating-rate commercial real estate loan originated by Bank of
America N.A., London Branch (the lender or the loan seller) and
backed by a portfolio of 14 industrial and logistics (I&L)
properties and one retail park in England, which are collectively
owned and managed by Starlight Bidco Limited, an entity controlled
by funds managed and/or advised by the Starwood Capital Group or
its affiliated entities (Starwood or the Sponsor). The borrower is
Bluebird Subholdco Limited, a noncellular company incorporated in
Guernsey and ultimately owned and controlled by the Sponsor.
The loan is regulated by a facility agreement, which is entered
into by the lender and the borrower on the closing date. The loan
is divided into two pari passu facilities: the 68% loan-to-value
ratio (LTV) Facility A, which totals GBP 271.0 million, and the 70%
loan-to-cost ratio (LTC) Facility B (the capex facility), which
totals GBP 10.0 million. Facility A refinanced the borrower group's
existing indebtedness and other corporate expenses, whereas the
capex facility financed part of the GBP 14.2 million capital
expenditure (capex) works planned by the Sponsor over the loan
term.
On March 21, 2025, Cushman & Wakefield (C&W) conducted valuations
on each of the 15 properties and appraised their aggregate market
value (MV) at GBP 398.8 million. C&W also valued the property
portfolio at GBP 416.3 million (the portfolio MV) on the assumption
that the assets transact as a single portfolio sale and, as such,
incur lower transaction costs. This translates into a day-one LTV
of 70.5% and 67.5%, including Facilities A and B and based on the
aggregate MV and the portfolio MV, respectively.
As of 10 March 2025 (the cut-off date), the property portfolio
offered a total of 2.9 million square feet (sf) of gross lettable
area (GLA) let to 51 different tenants at an occupancy level of
95.1%. Physical vacancy is mostly concentrated in a single I&L
property in Birmingham, which represents 127,069 sf of lettable
area, reflecting 4.4% of the total portfolio's GLA, that was fully
vacant as at cut-off date. The Sponsor has budgeted around GBP 2.0
million capex to refurbish the building to better standards and
improve its Energy Performance Certificate credentials prior to
reletting. In Morningstar DBRS' opinion, the strong occupational
demand for I&L properties in the relevant submarket and the
Sponsor's envisaged capex plan will facilitate the asset reletting
at market rent.
At cut-off, the property portfolio generated GBP 21.7 million
in-place gross rental income (GRI) and GBP 21.5 million net
operating income (NOI), which reflects a day-one debt yield (DY) of
7.6%. The portfolio has a reported estimated rental value of GBP
28.6 million per C&W's valuation. On average, the property
portfolio is around 20% under-rented, and the Sponsor's business
plan focuses on capturing the portfolio's reversionary potential
through regearing leases at their next contractual rent review
dates, as well as improving property quality and creating
additional income through the substantial GBP 14.2 million capex
plan. The properties primarily house single tenants with only four
assets out of 15 having multiple tenants. The weighted-average (WA)
unexpired lease term (WAULT) of the portfolio is 7.3 years, and the
WA unexpired lease term to first break (WAULB) is 4.3 years.
The 14 industrial assets are in well-established I&L hubs with a
concentration in the Midlands (42.5% by aggregate MV) and the North
West (25.3%), with the remainder in the South East (15.2%). The
remaining 17.0% of the aggregate MV is represented by Newbury
Retail Park, approximately 1.5 miles to the south of Newbury's town
center (South East).
The property portfolio benefits from a diversified granular tenant
base and is let to 51 different tenants. The largest tenant is
Kimberly-Clark Limited (Kimberly-Clark), which occupies the whole
361,604 sf in the Revolution Park property. Kimberly-Clark is an
American investment-grade rated multinational consumer goods and
personal care corporation that produces mostly paper-based consumer
products. Kimberly-Clark is the largest tenant in the property
portfolio, contributing GBP 2.2 million GRI (10.2% of the total
portfolio's GRI) on a WAULB and WAULT of 3.3 years and 8.3 years,
respectively. No other tenant accounts for more than 9.0% of the
total GRI. The top 10 tenants account for GBP 14.2 million of GRI
or 65.4% of the total portfolio GRI.
Morningstar DBRS' long-term sustainable net cash flow (NCF)
assumption for the property portfolio is GBP 19.4 million per annum
(p.a.), which represents a haircut of 10.0% to the in-place
portfolio's NOI at cut-off. Based on Morningstar DBRS' long-term
capitalization rate (cap rate) assumption of 6.5%, the resulting
Morningstar DBRS Value is GBP 299.0 million, which reflects a
haircut of 25.0% to the C&W aggregate MV and 28.2% to the C&W
portfolio MV.
Before a permitted change of control (PCOC), the loan is interest
only and bears interest at a floating rate equal to three-month
Sterling Overnight Index Average (Sonia) plus a margin that
reflects the WA margin payable on the notes. Pursuant to an ongoing
issuer costs letter entered into between the borrower and the
Issuer, the transaction's senior costs is borne entirely by the
borrower. The loan is initially expected to mature on 18 July 2027
(the initial repayment date), with three one-year extension options
available to the borrower, which are conditional to satisfactory
hedging being in place and no event of default (EOD) continuing.
The fully extended maturity date of the loan is 18 July 2030 (the
final maturity date). After a PCOC occurs, the borrower is required
to repay the aggregate outstanding principal amount of the loan in
quarterly instalments equal to 0.25% of the loan outstanding
balance at the PCOC date.
Within 15 business days of the loan utilization date, the borrower
shall ensure a hedging agreement is in place to hedge against
increases in the interest payable under the loan because of
fluctuations in the three-month Sonia. Morningstar DBRS understands
the initial hedging agreement will be in the form of a two-year
fully prepaid interest rate cap expiring on the initial repayment
date. The notional amount is expected to be equal to 100% of the
loan's principal amount, and the strike rate has to be set at the
higher of 3.25% p.a. and the rate that ensures that, as at the date
on which the relevant hedging transaction is contracted, the hedged
interest cover ratio (ICR) is not less than 1.25 times (x). After
the first three years, the borrower must ensure hedging
transactions are in place up until the final maturity date at a
strike rate that is not greater than the higher of (1) 3.25% p.a.
and (2) the rate that ensures a hedged ICR of 1.4x, and in both
cases for swaps, if lower, the market prevailing rate. Failure to
comply with any of the required hedging conditions outlined above
will constitute a loan EOD.
The loan features cash trap covenants based on DY and LTV, which
tighten after the first three years. The loan does not feature any
financial default covenants prior to the occurrence of a PCOC.
After the occurrence of a PCOC, at each interest payment date
(IPD), the borrower must ensure that the loan's LTV does not exceed
the LTV at the date of the PCOC plus 15% (on an absolute basis).
The DY, instead, must not fall below 85.0% of the higher of the DY
on the date of the PCOC and the day-one DY.
The Sponsor can dispose of any assets securing the loan subject to
the prepayment of loan principal up to each property's release
price, which is set as follows: (1) on the property known as
Newbury Retail Park (A) where such disposal occurs on or before the
first three years after the utilization date, 100% of the allocated
loan amount (ALA) attributable to that property; and (B) where such
disposal occurs thereafter, 105% of the ALA attributable to that
property; and (2) in respect of any other property, 110% of the ALA
attributable to that property.
On the closing date, the Issuer acquired the whole interest in the
loan pursuant to the loan sale agreement. For the purpose of
satisfying the applicable risk retention requirements, Bank of
America Europe DAC as the Issuer lender advanced a GBP 14,050,000
loan (the Issuer loan) to the Issuer. The Issuer will use the
proceeds of the issuance of the notes, together with the amount
borrowed under the Issuer loan, to acquire the loan from the loan
seller.
The transaction also benefits from a liquidity facility with a
total commitment of GBP 15.0 million, which will be provided by
Bank of America, N.A., London Branch (the liquidity facility
provider). The liquidity facility can be used to cover interest
shortfalls on the Class A, Class B, and Class C notes (the covered
notes) and certain proportionate payments under the Issuer loan.
Morningstar DBRS estimated that the Issuer liquidity reserve will
cover approximately 18 months of interest payments on the covered
notes, based on a maximum cap strike rate of 3.25%, and
approximately 14 months of interest payments, based on the Sonia
cap of 5.0% after the notes expected maturity date.
The aggregate amount of interest due and payable on the Class E
notes is subject to an available funds cap where the shortfall is
attributable to an increase in the WA margin of the notes arising
from the allocation of sequential note principal (i.e., principal
proceeds originated from loan-level cash trap amounts) or as a
result of a final recovery determination of the loan.
The final legal maturity of the notes is 20 July 2035, five years
after the loan initial repayment date. The final legal maturity of
the notes is automatically extended where the final loan repayment
date is extended by the servicer or special servicer to ensure that
the final note maturity date always falls five years after the
latest loan repayment date. Morningstar DBRS is of the opinion
that, if necessary, this would provide sufficient time to enforce
on the loan collateral and ultimately repay the noteholders.
Notes: All figures are in British pound sterling unless otherwise
noted.
TWELVE OAKS: Turpin Barker Named as Administrators
--------------------------------------------------
The Twelve Oaks Partnership was placed into administration
proceedings in the High Court of Justice, Court Number:
CR-2025-004914, and Andrew R Bailey and Martin C Armstrong of
Turpin Barker Armstrong, were appointed as administrators on July
17, 2025.
The Twelve Oaks operated polo and stabling facilities.
Its registered office and principal trading is at 17 Hall Grove
Farm Industrial Estate, Bagshot, Surrey, GU19 5HP.
The administrators can be reached at:
Andrew R Bailey
Martin C Armstrong
Turpin Barker Armstrong
15 Horizon Business Village
1 Brooklands Road, Weybridge
Surrey, KT13 0TJ
For further details contact:
Chris Haggitt
Tel No: 01932 336149
Email: chris.haggitt@turpinba.co.uk
VANILLA BAR: Kroll Advisory Named as Joint Administrators
---------------------------------------------------------
Vanilla Bar Group Ltd was placed into administration proceedings in
the High Court of Justice, Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD) Court Number:
CR-2025-005000, and Benjamin John Wiles and Philip Dakin of Kroll
Advisory Ltd, were appointed as joint administrators on July 23,
2025.
Vanilla Bar specialized in the letting and operating of own or
leased real estate; as well as management of real estate on a fee
or contract basis.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 201 - 203 Wardour Street,
London, W1F 8SW.
The joint administrators can be reached at:
Benjamin John Wiles
Philip Dakin
Kroll Advisory Ltd
The Shard, 32 London Bridge Street
London, SE1 9SG
Further details contact:
The Joint Administrators
Tel: +44 (0) 20 7089 4700
Alternative contact: Atif Farooqi
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
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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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