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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
Wednesday, August 6, 2025, Vol. 26, No. 156
Headlines
B O S N I A A N D H E R Z E G O V I N A
BOSNIA AND HERZEGOVINA: S&P Affirms 'B+/B' SCRs, Outlook Stable
F R A N C E
NORIA 2025: Fitch Assigns 'BB-sf' Final Rating to Class F Notes
I R E L A N D
BLACKROCK EUROPEAN XII: Fitch Puts B-sf Final Rating to F-R Notes
BLACKROCK EUROPEAN XII: S&P Assigns B-(sf) Rating to Cl. F-R Notes
HAYFIN EMERALD XII: Fitch Assigns B-(EXP)sf Rating to Cl. F-R Notes
INVESCO XV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
PALMER SQUARE 2022-2: Fitch Puts 'B-sf' Final Rating to F-RR Notes
PALMER SQUARE 2022-2: S&P Assigns B- (sf) Rating to Cl. F-RR Notes
RINGSEND PARK: Fitch Assigns 'B-sf' Final Rating to Class F Notes
SCULPTOR EUROPEAN XIII: Fitch Assigns 'B-(EXP)sf' Rating to F Notes
SOUND POINT 15: Fitch Assigns 'B-sf' Final Rating to Class F Notes
K A Z A K H S T A N
ALTYNALMAS JSC: S&P Upgrades ICR to 'BB-', Outlook Stable
L U X E M B O U R G
LUNA 2.5: S&P Downgrades ICR to 'B+', Outlook Stable
N E T H E R L A N D S
MONG DUONG: Fitch Affirms 'BB+' Rating on $679MM Sr. Secured Notes
U K R A I N E
UKRAINIAN RAILWAYS: Fitch Affirms 'CC' Long-Term IDRs
U N I T E D K I N G D O M
CARDIFF AUTO 2024-1: Fitch Affirms 'B+sf' Rating on Class F Notes
EUROSAIL 2006-1: Fitch Lowers Rating on Two Tranches to 'BB-sf'
INTER-COUNTY NURSING: Antony Batty Named as Administrators
MARKET HOLDCO 3: Fitch Gives New GBP930MM Notes Final 'BB-' Rating
NEWGATE FUNDING: Fitch Lowers Rating on Two Tranches to 'BB+sf'
NIGHTLIGHT LEISURE: Kroll Advisory Named as Joint Administrators
SIMMONS 3 BATEMAN: Kroll Advisory Named as Joint Administrators
SIMMONS GREEK: Kroll Advisory Named as Joint Administrators
SIMMONS HOLBORN: Kroll Advisory Named as Joint Administrators
SIMMONS MANETTE: Kroll Advisory Named as Joint Administrators
SIMMONS OLD: Kroll Advisory Named as Joint Administrators
TAURUS 2025-4: Fitch Assigns 'BB+sf' Final Rating to Class E Notes
VICTORIA PLC: Fitch Lowers IDR to 'CCC-' & Puts on Watch Negative
WIDEGATE STREET: Kroll Advisory Named as Joint Administrators
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B O S N I A A N D H E R Z E G O V I N A
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BOSNIA AND HERZEGOVINA: S&P Affirms 'B+/B' SCRs, Outlook Stable
---------------------------------------------------------------
On Aug. 1, 2025, S&P Global Ratings affirmed its 'B+/B' long- and
short-term local and foreign currency sovereign credit ratings on
Bosnia and Herzegovina (BiH). The outlook is stable. The transfer
and convertibility assessment on BiH remains 'BB'.
Outlook
The stable outlook reflects S&P's view that domestic political
tensions--while potentially reemerging and causing protracted
political ineffectiveness at the central government level--will not
escalate beyond the confrontations observed at the beginning of
this year. Political conflicts and policy deadlocks remain a
constant risk, given BiH's complex institutional arrangements.
Downside scenario
S&P could lower the ratings because of escalating political and
institutional risks that could trigger abrupt deteriorations in
credit metrics. This could happen if domestic political tensions
worsen significantly in ways that jeopardize the state's basic
functioning or weaken the government's ability to service its
debts--for example, by weakening foreign currency reserves at the
central bank, indirect tax collection, or the buildup of arrears or
increasing nonpayments of nondebt financial obligations.
Upside scenario
S&P could raise the ratings on BiH if it sees more consensus-based
domestic policymaking that potentially accelerates structural
reforms--including those relating to the country's EU
accession--and increases the predictability and stability of
political and policy settings. This would reduce the risks of
institutional changes that could weaken credit metrics abruptly.
Rationale
S&P said, "Our ratings on BiH remain constrained by the country's
exceptionally complex institutional and governance system.
Political volatility occurs frequently and tends to escalate around
elections. We note a significant escalation of political tensions
between Republika Srpska (RS) and the Office of the High
Representative, as well as several BiH institutions--including the
Constitutional Court--and repeated threats of secession at the
beginning of this year. These tensions have since deescalated, and
we do not expect these will escalate beyond the events of March,
should they flare up again. Still, these confrontations
continuously prevent progress on necessary structural reforms at
the state level, including those for improving political
effectiveness and relating to EU accession.
"BiH's consolidated general government fiscal position remains a
rating strength. We forecast budget deficits will average below 1%
of GDP per year over 2025-2028, resulting in net general government
debt stabilizing at 21% of GDP through 2028. Slightly less than 60%
of consolidated gross general government debt is due to official
bilateral and multilateral creditors at long maturities and
favorable interest rates. Consequently, we project that BiH's debt
service costs will remain contained through 2028, at an average of
2.6% of government revenue, which is low in a global comparison.
"The BiH's konvertibilna marka (BAM) currency board arrangement
with the euro, which we forecast will continue, provides an
important policy anchor for the local economy. However, coupled
with tight institutional arrangements, it greatly limits any policy
flexibility at the Central Bank of Bosnia and Herzegovina (CBBiH),
given the institution has no capability to act as a lender of last
resort to the financial system."
Institutional and economic profile: Comparatively modest GDP per
capita and complex domestic political arrangements
-- Political tensions between RS and BiH institutions escalated at
the beginning of the year, culminating in repeated threats of
secession. For now, these tensions have deescalated.
-- RS' frequent threats to withdraw from state-level institutions
exemplify the complexity of BiH's political dynamics, constraining
the sovereign's creditworthiness.
-- Growth has slowed amid weak demand from BiH's main trading
partners in the EU. S&P expects modest real growth of 2.5% this
year ahead of a slight pickup from next year.
BiH's institutional and governance arrangements are among the most
complex in the world, and frequent internal political obstruction
and confrontation constrain the sovereign's creditworthiness. The
Dayton Peace Accords, which ended three years of war (1992-1995),
established the current political structures, including the Office
of the High Representative (OHR) to oversee the civilian aspects of
peace agreement implementation. In practice, the country comprises
two entities: the Federation of Bosnia and Herzegovina (FBiH) and
RS--each of which has a large degree of autonomy--in addition to
the small, self-governing BrĨko District. Each entity has its own
parliament, government, and banking regulator with extensive
mandates (although the latter align their regulatory framework).
The coexistence of two separate subsovereign entities--which are
largely divided along ethnic lines--under a common institutional
framework has generally translated into a contentious political
environment and protracted delays in progress on structural
reforms. This conflict escalated at the beginning of the year
following a conviction of RS President Milorad Dodik by the Court
of Bosnia and Herzegovina on defying the decisions of the OHR and
the Constitutional Court in violation of the Dayton Accords.
Following repeated threats of secession and the passing of an
independent constitution and election law (which have since been
put on hold), the situation deescalated from April. The warrant on
President Dodik has since been dropped following his official
statement in front of the Court of Bosnia and Herzegovina; legal
proceedings continue for now.
S&P said, "We expect domestic tensions will rise again, especially
next year, ahead of general elections. Importantly, we do not
expect these will escalate beyond the events of this year. However,
these conflicts usually tend to result in prolonged deadlock at the
state level, delaying policy reforms and causing general political
inactivity.
"We also expect the confrontational nature of BiH's politics will
continue hampering the country's EU accession. BiH was granted EU
candidate status in December 2022. The European Council announced
in December 2023 that membership negotiations will take place
following sufficient progress on structural reforms relating to the
membership criteria, which include reforms to Bosnia's judicial
system, as well as anticorruption measures and economic
development. Negotiations have been protracted, and we do not
consider EU membership likely in the near future. This is primarily
because of substantial difficulties in reaching consensus on
reforms and policy priorities. A lack of progress on reforms has
already delayed the availability of funds under the European
Commission's Growth Plan for the Western Balkans; this includes
EUR6 billion in grants and loans for infrastructure projects, of
which an estimated EUR1 billion could be available to BiH. As of
mid-2025, BiH remains the only country that has not been able to
submit a sufficiently aligned reform agenda, and some of its
initial endowments have already been cut on insufficient reform
progress. We expect future progress on reforms could be similarly
protracted."
Although small, BiH's economy is relatively diversified, with a
large services sector--including tourism--and a significant
manufacturing base, accounting for close to 20% of GDP. Growth has
slightly slowed at the beginning of this year despite a substantial
40% increase of the minimum wage levels in FBiH and RS. However,
high inflation, including of basic foods and beverages, prevented
these gains from translating into higher consumption. At the same
time, domestic political tensions at the beginning of the year have
weighed on investments and external demand from Bosnia's most
important trading partners in the EU has been lackluster. S&P said,
"Importantly, we expect tourism will pick up this year,
particularly from the EU. We also expect investments, alongside
consumption, will increase slightly over the next few years,
particularly in the energy and road construction sectors,
supporting growth of slightly below 3% on average from 2026-2028."
The European Commission's Growth Plan will not have a substantial
impact on economic growth, given its modest size, and the
disbursement of funds is tied to a structural reform agenda not yet
fully established. Already, over 10% of the original endowment by
the EU has been cut due to a lack of reform progress. Some of these
structural reforms could help the country address the most
important economic challenges, which could otherwise become a
substantial drag on real growth. These include one of the most
adverse demographic profiles in Europe and the erosion of
competitiveness amid rising wages and permanently higher
electricity prices for a particularly energy-intensive economy.
Flexibility and performance profile: Some fiscal headroom amid
monetary policy constraints due to the BAM's hard peg to the euro
-- The BAM's hard peg to the euro effectively limits the scope of
monetary policy.
-- General government deficits, which S&P expects at below 1% of
GDP through 2028, will maintain BiH's net debt at below a moderate
21% of GDP.
-- S&P expects current account deficits will remain low over the
next four years, at slightly above 3% of GDP on average, which is
also because of external borrowing constraints.
BiH's strong fiscal indicators remain one of the key supporting
factors of the sovereign's creditworthiness. At the consolidated
general government level, BiH has posted very narrow deficits in
recent years, except for the pandemic year of 2020. This has partly
been due to fiscal prudence, as well as past delays in budget
adoption and a consensus on spending priorities. S&P expects a
deficit of 1.6% of GDP this year on a rising wage bill, higher
social spending, and increased pensions. At the same time, one-off
payments relating to various arbitration cases will weigh on public
finances, but to a manageable degree.
The consolidated fiscal performance, however, masks substantially
different budgetary pressures in the FBiH and RS. S&P said, "Over
the past few years, FBiH has reported balanced budgets or even
surpluses; we expect modest deficits over the next years, mainly
reflecting infrastructure spending. Conversely, we expect rising
financing pressures will ultimately require RS' government to
consolidate further following several years of deficit; we expect a
balanced RS budget by 2027. We observed some pressure ahead of RS'
refinancing of its maturing EUR168 million Eurobond in June 2023,
and the entity met its financing requirements in 2024 and 2025
through domestic and external borrowing."
S&P said, "Over the next few years, we expect consolidated fiscal
performance to strengthen, with deficits of below 1% of GDP on
average in 2025-2028, as RS embarks on fiscal consolidation
measures while the FBiH's budget remains slightly in deficit.
Overall, we expect the general government primary budget balance to
remain in surplus over our forecast horizon."
The narrow budget deficits will underpin a stable general
government debt ratio, net of liquid government assets, at about
21% of GDP through 2028. BiH's gross general government debt is
spread over various levels of government. It totaled 26.2% of 2024
GDP at year-end 2024. Of that:
-- Debt contracted externally via the central government level
represented about 15% of GDP. This debt is almost entirely owed to
official bilateral and multilateral creditors, incurred by the BiH
state, and then on-lent to the FBiH and RS entities. Key creditors
include the World Bank, European Investment Bank, and the European
Bank for Reconstruction and Development.
-- Direct domestic debt of the FBiH and RS, mostly in the form of
bonds and treasury bills, stood at 8.4% of GDP.
-- Direct external debt of the subsovereign entities, which
consists almost entirely of Eurobonds and other debt issued by RS,
was about 2.2% of GDP.
There is almost no commercial external debt at the state level; it
constitutes less than 0.1% of GDP and is owed to several foreign
commercial banks tied to specific projects. In addition, BiH
operates a special debt-servicing mechanism for state-level debt
that has been on-lent to the FBiH and RS entities. Under this
arrangement, the state-level Indirect Taxation Authority collects
indirect taxes across BiH each day, following which resources are
put aside for foreign debt payments on state-guaranteed debt and
the functioning of the central government and its institutions. The
remaining indirect revenue is then distributed to the FBiH and RS.
This mechanism is structured to operate even when there is no
budget adopted at the state or entity level. In S&P's view, it
significantly reduces the risks of nonpayment linked to any
unanticipated political disagreements.
S&P said, "We estimate BiH's current account deficit at 3.9% of GDP
in 2025, given subdued export demand from main trading partners and
volatility regarding global trade policies. For 2026-2028, we
expect current account deficits will average 3.7% of GDP, mainly
owing to a high goods trade deficit counterbalanced by high net
exports of services and remittance inflows. We expect debt
financing to continue accounting for only a small portion of
current account funding, with most financing constituting net
foreign direct investment inflows, mainly in the form of retained
earnings in the banking sector; a capital account surplus,
including EU pre-accession funds; and positive net errors and
omissions, likely reflecting unrecorded transfers from Bosnian
citizens working abroad. Consequently, we project that BiH's net
external liabilities will remain low over the next few years, at
about 20% of GDP.
"BiH maintains a currency board arrangement with the euro, whereby
the exchange rate is fixed at BAM1.96 per euro. The currency board
is an important economic anchor, but it curtails the CBBiH's
ability to pursue a fully independent monetary policy. Aside from
its reserve requirement framework, the central bank has effectively
no other policy tool available. Its main policy goal is to ensure
the currency board's stability by retaining an adequate coverage
ratio. We do not expect the existing exchange rate arrangement to
change. We consider that the central bank effectively cannot act as
a lender of last resort.
"Inflation in BiH has recently picked up slightly, to 4.8% in May
2025, reflecting effects of high wage increases as well as food
prices rising by 10% year-on-year--mostly driven by higher markups
from retailers. We expect rising electricity prices and wage
pressure translating further into service prices will keep
inflation high, which is why we have raised our inflation
expectations to 3.3% for this year. Still, these inflation levels
are much lower than their peak from September 2021 to September
2023, in particular 17.4% in October 2022."
Bosnia's banking system reports healthy profits and capitalization,
and remains primarily deposit funded. Domestic credit and deposits
rose almost 10% in 2024, which continued in 2025. In addition, the
nonperforming loan ratio remains near its historical low of
slightly above 3.5% in 2024. BiH's financial sector remains largely
conventional, predominantly funded by deposits, with a limited
amount of external debt. S&P expects domestic credit and deposits
will continue to expand, by about 5.0% and 7.5% respectively, over
the next couple of years.
In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.
After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.
The committee's assessment of the key rating factors is reflected
in the Rating Component Scores above.
The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.
Ratings list
Ratings Affirmed
Bosnia and Herzegovina
Sovereign Credit Rating B+/Stable/B
Transfer & Convertibility Assessment BB
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F R A N C E
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NORIA 2025: Fitch Assigns 'BB-sf' Final Rating to Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Noria 2025 final ratings, as listed
below.
Entity/Debt Rating Prior
----------- ------ -----
Noria 2025
Class A FR0014010T56 LT AAAsf New Rating AAA(EXP)sf
Class B FR0014010T07 LT AAsf New Rating AA(EXP)sf
Class C FR0014010T15 LT Asf New Rating A(EXP)sf
Class D FR0014010SY5 LT BBBsf New Rating BBB(EXP)sf
Class E FR0014010SZ2 LT BB+sf New Rating BB(EXP)sf
Class F FR0014010T49 LT BB-sf New Rating B+(EXP)sf
Class G FR0014010T23 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Noria 2025 is a 12-month revolving securitisation of French
unsecured consumer loans originated in France by BNP Paribas
Personal Finance (BNPP PF). The securitised portfolio consists of
personal, debt consolidation and sales finance loans granted to
individuals. All the loans bear a fixed interest rate and are
amortising with constant instalments.
KEY RATING DRIVERS
Moderate Credit Risks: Fitch reviewed separate portfolio data and
set a base-case default assumption of 4.7% and a recovery
assumption of 45%, based on the performance of BNPP PF's book and
Fitch's macroeconomic expectations. Fitch applied a 'AAAsf' default
multiple of 5.1x and a recovery haircut close to 50% to stress base
case assumptions to the notes' ratings.
Revolving Period Risks Addressed: The transaction has a maximum
12-month revolving period. Early amortisation triggers are fairly
loose, but the short length of the revolving period, along with
eligibility criteria and available credit enhancement (CE),
mitigate the risk introduced by the revolving period. Fitch has
also analysed potential changes to portfolio composition during
this period and stressed the average interest rate of the
portfolio.
Hybrid Pro Rata Redemption: The notes are paid based on their
target subordination ratios (as percentages of the performing and
delinquent portfolio balance) during the amortisation period. The
subordination ratio for each class is equal to its initial CE,
which means all the notes amortise pro rata if no sequential
amortisation event occurs and there is no principal deficiency
ledger (PDL) in debit.
Servicing Continuity Risk Mitigated: BNPP PF is the transaction
servicer. No back-up servicer was appointed at closing. However,
servicing continuity risks are mitigated by, among other features,
the monthly transfer of borrowers' notification details; a
specially dedicated account bank; a reserve fund to cover
liquidity; and the management company being responsible for
appointing a substitute servicer within 30 calendar days of a
servicer termination event.
Final Pricing Lower: The notes were priced at lower margins than
those provided to Fitch at the expected rating stage. This led to
final ratings for the class E and F notes that are one notch higher
than the expected ratings.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Sensitivities to higher default rates and lower recoveries are
shown below:
Defaults increase by 25%
Class A: 'AAsf'; class B: 'A+sf'; class C: 'BBB+sf'; class D:
'BBB-sf'; class E: 'BB-sf'; class F: 'B+sf'
Recoveries decrease by 25%
Class A: 'AA+sf'; class B: 'AA-sf'; class C: 'A-sf'; class D:
'BBB-sf'; class E: 'BBsf'; class F: 'BB-sf'
Defaults increase by 25% and recoveries decrease by 25%
Class A: 'AA-sf'; class B: 'Asf'; class C: 'BBB+sf'; class D:
'BB+sf'; class E: 'BB-sf'; class F: 'Bsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Sensitivities to lower default rates and higher recoveries are
shown below:
Defaults decrease by 25%
Class A: 'AAAsf': class B: 'AA+sf'; class C: 'AA-sf'; class D:
'A-sf'; class E: 'BBBsf'; class F: 'BBB-sf'
Recoveries increase by 25%
Class A: 'AAAsf'; class B: 'AAsf'; class C: 'Asf'; class D:
'BBB+sf'; class E: 'BBB-sf'; class F: 'BB+sf'
Defaults decrease by 25% and recoveries increase by 25%
Class A: 'AAAsf'; class B: 'AA+sf'; class C: 'AAsf'; class D:
'Asf'; class E: 'BBB+sf'; class F: 'BBBsf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
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.
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I R E L A N D
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BLACKROCK EUROPEAN XII: Fitch Puts B-sf Final Rating to F-R Notes
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Fitch Ratings has assigned BlackRock European CLO XII DAC reset
notes final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Blackrock European
CLO XII DAC
A-R XS3117287683 LT AAAsf New Rating AAA(EXP)sf
B-R XS3117287840 LT AAsf New Rating AA(EXP)sf
C-R XS3117288061 LT Asf New Rating A(EXP)sf
D-R XS3117288228 LT BBB-sf New Rating BBB-(EXP)sf
E-R XS3117288574 LT BB-sf New Rating BB-(EXP)sf
F-R XS3117289036 LT B-sf New Rating B-(EXP)sf
Subordinated Notes
XS2404589009 LT NRsf New Rating NR(EXP)sf
X XS3117287410 LT AAAsf New Rating AAA(EXP)sf
Transaction Summary
BlackRock European CLO XII 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. The
proceeds have been used to redeem the outstanding notes (except the
subordinated ones) and fund the collateral portfolio with a target
par of EUR465 million.
The portfolio is managed by BlackRock Investment Management (UK)
Limited (BlackRock). The CLO has a 4.5-year reinvestment period and
a 7.5-year weighted average life (WAL) test covenant at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the indicative portfolio to
be in the 'B+'/'B' category. The Fitch weighted average rating
factor of the indicative portfolio is 22.8.
Strong Recovery Expectation (Positive): At least 90% of the
portfolio will comprise senior secured obligations. The recovery
prospects for these assets are more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the indicative portfolio is 61.7%.
Diversified Portfolio (Positive): The transaction includes two
Fitch test matrices that are effective at closing. These correspond
to a top 10 obligor concentration limit of 20%, two fixed-rate
asset limits at 7.5% and 12.5% and a 7.5-year WAL test covenant. It
has another two matrices, corresponding to the same limits but a
seven-year WAL, which can be selected by the manager six months
after closing (or 18 months after closing if the WAL step up is
exercised after the first anniversary since closing), provided that
the collateral principal amount (including defaulted obligations at
Fitch collateral value) is at least at the reinvestment target par
balance.
There are portfolio concentration limits, including maximum
exposure to the three largest Fitch-defined industries at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
WAL Step-Up Feature (Neutral): The deal can extend the WAL by one
year on the step-up date, which can be a year after closing at the
earliest. The WAL extension is subject to conditions including the
satisfaction of all tests and the aggregate collateral balance
(defaults at Fitch collateral value) being no less than the
reinvestment target par amount.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL test covenant, to account for strict reinvestment conditions
after the reinvestment period, including the satisfaction of
over-collateralisation test and Fitch's 'CCC' limit tests, together
with a linearly decreasing WAL test covenant. These conditions
reduce the effective risk horizon of the portfolio in stress
periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-R notes and lead to
downgrades of one notch for the class B-R, C-R and D-R notes, two
notches for the class E-R notes, and to below 'B-sf' for the class
F-R notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-R, D-R, E-Rand F-R notes
display rating cushions of two notches and class C-R notes of one
notch.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A-R to E-R notes, and to below 'B-sf' for the
class F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except for the 'AAAsf' rated notes, which are at the
highest level on Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
ability of the notes to withstand larger-than-expected losses for
the remaining life of the transaction. After the end of the
reinvestment period, upgrades may occur on stable portfolio credit
quality and deleveraging, leading to higher credit enhancement and
excess spread available to cover losses in the remaining
portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Blackrock European CLO XII 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 Blackrock European
CLO XII 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.
BLACKROCK EUROPEAN XII: S&P Assigns B-(sf) Rating to Cl. F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Blackrock
European CLO XII DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R
notes. At closing, the issuer has unrated subordinated notes
outstanding from the existing transaction and also issued
additional subordinated notes.
This transaction is a reset of the already existing transaction
that closed in December 2021. The issuance proceeds of the
refinancing notes were used to redeem the refinanced notes (the
original transaction's class A, B-1, B-2, C-1, C-2, D, E, and F
notes) and the ratings on the original notes have been withdrawn.
The deal's target par amount has also upsized to EUR465 million
from EUR400 million.
The reinvestment period will be approximately 4.50 years, while the
noncall period will be 1.50 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The ratings assigned to the notes reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,624.48
Default rate dispersion 666.26
Weighted-average life (years) 4.88
Obligor diversity measure 132.19
Industry diversity measure 21.70
Regional diversity measure 1.35
Transaction key metrics
Total par amount (mil. EUR) 465.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 183
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.29
Target 'AAA' weighted-average recovery (%) 37.53
Target weighted-average spread (net of floors; %) 3.67
Target weighted-average coupon (%) 3.06
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we also modeled the target
weighted-average spread of 3.67%, the target weighted-average
coupon of 3.06%, and the target weighted-average recovery rates at
each rating level. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to F-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes."
The class X and A-R notes can withstand stresses commensurate with
the assigned ratings.
S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
ratings are commensurate with the available credit enhancement for
all rated classes of notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class X to E-R notes, based on
four hypothetical scenarios
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average.
For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities.
BlackRock European CLO XII DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. BlackRock Investment Management (UK) Ltd. manages the
transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate
X AAA (sf) 4.50 N/A Three/six-month EURIBOR
plus 0.95%
A-R AAA (sf) 288.30 38.00 Three/six-month EURIBOR
plus 1.37%
B-R AA (sf) 51.15 27.00 Three/six-month EURIBOR
plus 2.00%
C-R A (sf) 27.90 21.00 Three/six-month EURIBOR
plus 2.40%
D-R BBB- (sf) 31.40 14.25 Three/six-month EURIBOR
plus 3.35%
E-R BB- (sf) 22.10 9.49 Three/six-month EURIBOR
plus 5.80%
F-R B- (sf) 13.90 6.51 Three/six-month EURIBOR
plus 8.26%
Additional
sub. Notes NR 14.90 N/A N/A
Sub. Notes NR 31.27 N/A N/A
*The ratings assigned to the class X, A-R, and B-R notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C-R, D-R, E-R, and F-R notes address ultimate
interest and principal payments. The payment frequency switches to
semiannual and the index switches to six-month EURIBOR when a
frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
HAYFIN EMERALD XII: Fitch Assigns B-(EXP)sf Rating to Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Hayfin Emerald CLO XII DAC reset notes
expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Hayfin Emerald CLO XII DAC
Class A-R XS3134614083 LT AAA(EXP)sf Expected Rating
Class B-1-R XS3134614240 LT AA(EXP)sf Expected Rating
Class B-2-R XS3134614596 LT AA(EXP)sf Expected Rating
Class C-R XS3134614752 LT A(EXP)sf Expected Rating
Class D-R XS3134614919 LT BBB-(EXP)sf Expected Rating
Class E-R XS3134615130 LT BB-(EXP)sf Expected Rating
Class F-R XS3134615304 LT B-(EXP)sf Expected Rating
Class X-R XS3134613861 LT AAA(EXP)sf Expected Rating
Transaction Summary
Hayfin Emerald CLO XII 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 will be used to redeem the existing notes except the
subordinated notes. The portfolio target par will be EUR375
million.
The portfolio will be actively managed by Hayfin Emerald Management
LLP. The CLO will have a 4.7-year reinvestment period and an 8.7
year weighted average life (WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B+'/'B' category. The
Fitch weighted average rating factor of the current portfolio is
22.7.
High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the current portfolio is 60.7%.
Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits, including a top 10 obligor
concentration limit at 20%, a maximum fixed-rate asset limit of 15%
and maximum exposure to the three largest Fitch-defined industries
in the portfolio at 40%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.7-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.
Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis is eligible for a 12-month haircut, subject to a
six-year floor. This is to account for the strict reinvestment
conditions envisaged after the reinvestment period. These
conditions include passing the coverage tests, the Fitch 'CCC'
maximum limit after reinvestment and a WAL covenant that
progressively steps down, both before and after the end of the
reinvestment period. In its opinion, these conditions would reduce
the effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase 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 C-R,
D-R and E-R notes and to below 'B-sf' for the class F-R notes. The
class X-R, A-R and B-R 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-R,
C-R, D-R and E-R notes have rating cushions of two notches and the
class F-R notes of one notch, owing to the identified portfolio's
better metrics and shorter life than the Fitch-stressed portfolio.
The class X-R and A-R 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 four notches
for the class C-R and D-R notes, up to three notches for the class
A-R and B-R notes and to below 'B-sf' for the class E-R and F-R
notes. The class X-R notes would be unaffected.
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-R, C-R, D-R and F-R
notes and three notches for the class E-R notes. The class X-R and
A-R 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
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
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 Hayfin Emerald CLO
XII 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 XV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
--------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO XV DAC final ratings,
as detailed below.
Entity/Debt Rating
----------- ------
Invesco Euro CLO XV DAC
Class A Notes XS3041392690 LT AAAsf New Rating
Class A-1-Loan LT AAAsf New Rating
Class A-2-Loan LT AAAsf New Rating
Class B-1 Notes XS3041392856 LT AAsf New Rating
Class B-2 Notes XS3041393078 LT AAsf New Rating
Class C Notes XS3041393235 LT Asf New Rating
Class D Notes XS3041393409 LT BBB-sf New Rating
Class E Notes XS3041393664 LT BB-sf New Rating
Class F Notes XS3041393821 LT B-sf New Rating
Subordinated Notes XS3041394555 LT NRsf New Rating
Transaction Summary
Invesco Euro CLO XV DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to fund a portfolio with a target par of
EUR400 million that is actively managed by Invesco CLO Equity Fund
6 LLC. The CLO has a 4.5-year reinvestment period and an 8.5 year
weighted average life (WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor of the identified
portfolio is 24.95.
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 of the identified portfolio is
63.5%.
Diversified Asset Portfolio (Positive): The transaction includes
two Fitch test matrices that are effective at closing. These
correspond to a top 10 obligor concentration limit of 25%, two
fixed-rate asset limits at 2.5% and 10% and an 8.5-year WAL. It has
another two matrices, corresponding to the same limits but a
7.5-year WAL, which can be selected by the manager 12 months after
closing if the collateral principal amount (including defaulted
obligations at Fitch's collateral value) is at least at the
reinvestment target par balance or if confirmation from Fitch has
been obtained.
The transaction also has various portfolio concentration limits,
including maximum exposure to the three largest Fitch-defined
industries at 42.5%. 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, which is governed by reinvestment criteria
that are like those of other European transactions. Fitch's
analysis is based on a stressed-case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
Cash-flow Modelling (Positive): The WAL used for the transaction's
stress portfolio analysis and matrix analysis is 12 months less
than the WAL covenant at the issue date, to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include, among others, passing both the
coverage tests and the Fitch 'CCC' maximum limit, as well as a WAL
covenant that progressively steps down, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during the
stress period.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase in the mean RDR across all ratings, and a 25%
decrease in the RRR across all ratings of the identified portfolio,
would lead to downgrades of up to two notches for the class B and E
notes, and to below 'B-sf' for the class F notes.
Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio as well as the model-implied
rating deviation, the class B, D and E F notes display rating
cushions of two notches, the and the class C notes one notch. There
is no rating cushion for the class A notes.
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 stressed
portfolio would lead to downgrades of up to four notches for the
class A to D notes and to below 'B-sf' for the class F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A reduction of the RDR at all ratings in the stressed portfolio by
25% of the mean RDR and an increase in the RRR by 25% at all
ratings would result in upgrades of up to five notches, except for
the class A notes, which are already at the highest level on
Fitch's scale and cannot be upgraded. Further upgrades may occur if
the portfolio's quality remains stable and the notes start to
amortise, leading to higher credit enhancement across the
structure.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction.
After the end of the reinvestment period, upgrades may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread available to cover losses in
the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Invesco Euro CLO XV 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 Invesco Euro CLO XV
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
PALMER SQUARE 2022-2: Fitch Puts 'B-sf' Final Rating to F-RR Notes
------------------------------------------------------------------
Fitch Ratings has assigned Palmer Square European CLO 2022-2 DAC
reset notes final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Palmer Square European
CLO 2022-2 DAC
Class A-R XS2739068513 LT PIFsf Paid In Full AAAsf
Class A-RR XS3124351100 LT AAAsf New Rating
Class B-R XS2739068786 LT PIFsf Paid In Full AAsf
Class B-RR XS3124351365 LT AAsf New Rating
Class C-R XS2739069164 LT PIFsf Paid In Full Asf
Class C-RR XS3124351522 LT Asf New Rating
Class D-R XS2739069321 LT PIFsf Paid In Full BBB-sf
Class D-RR XS3124351878 LT BBB-sf New Rating
Class E-R XS2739069750 LT PIFsf Paid In Full BB-sf
Class E-RR XS3124352090 LT BB-sf New Rating
Class F-R XS2739069917 LT PIFsf Paid In Full B-sf
Class F-RR XS3124352256 LT B-sf New Rating
Transaction Summary
Palmer Square European CLO 2022-2 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. The proceeds have been used to redeem the existing (but not
subordinated) notes and fund the existing portfolio with a target
par of EUR400 million. The portfolio is actively managed by Palmer
Square Europe Capital Management LLC. The collateralised loan
obligation (CLO) has a 4.5-year reinvestment period and a
seven-year weighted average life (WAL) test at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor of the identified portfolio is 23.6.
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 62.8%.
Diversified Asset Portfolio (Positive): The transaction 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 includes two
matrices corresponding to fixed-rate limits of 7.5% and 15%, which
are both effective at closing and based on a top 10 obligor
concentration limit of 20% and a seven-year WAL test covenant. The
transaction 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.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by 18 months on the step-up date, which is 18 months after closing.
The WAL extension is at the option of the manager and subject to
conditions, including the satisfaction of the collateral quality
tests and the adjusted collateral principal amount being at least
at the reinvestment target par balance.
Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis is 12 months less than the WAL covenant at the
issue date. This is to account for the strict reinvestment
conditions envisaged after the reinvestment period. These include
passing the coverage tests and the Fitch 'CCC' maximum limit after
reinvestment and a WAL covenant that progressively steps down over
time. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-RR, B-RR, C-RR and
D-RR notes, and lead to downgrades of one notch to the class E-RR
notes and to below 'B-sf' for the class F-RR notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-RR,
D-RR, E-RR and F-RR notes each have a two-notch cushion and the
class C-RR notes have a three-notch cushion, due to the better
metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded, either due to manager trading
or negative portfolio credit migration, a 25% increase of the mean
RDR and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches for the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches for the notes, except for those
rated 'AAAsf', which are at the highest level on Fitch's scale and
cannot be upgraded.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than- expected losses for the
remaining life of the transaction. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Palmer Square
European CLO 2022-2 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
PALMER SQUARE 2022-2: S&P Assigns B- (sf) Rating to Cl. F-RR Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Palmer Square
European CLO 2022-2 DAC's class A-RR, B-RR, C-RR, D-RR, E-RR, and
F-RR notes. The issuer also has unrated subordinated notes
outstanding from the original transaction.
This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date and
the ratings on the original notes were withdrawn.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The transaction has a two-year non-call period and the portfolio's
reinvestment period will end approximately five years after
closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,636.59
Default rate dispersion 598.85
Weighted-average life (years) 4.38
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.50
Obligor diversity measure 168.19
Industry diversity measure 22.93
Regional diversity measure 1.39
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 203
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.48
'AAA' weighted-average recovery (%) 36.20
Actual weighted-average spread (%) 3.63
Actual weighted-average coupon (%) 3.05
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.50%, the covenanted
weighted-average coupon of 3.00%, covenanted weighted-average
recovery rates at the 'AAA' rating level (35.20%), and actual
weighted-average recovery rates at other rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is limited at the assigned
ratings, as the exposure to individual sovereigns does not exceed
the diversification thresholds outlined in our criteria.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-RR to D-RR notes could withstand
stresses commensurate with higher rating levels than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings.
"The class A-RR notes can withstand stresses commensurate with the
assigned ratings. For the class F-RR notes, our credit and cash
flow analysis indicate that the available credit enhancement could
withstand stresses commensurate with a lower rating.
"However, we have applied our 'CCC' rating criteria, resulting in a
'B- (sf)' rating on this class of notes."
The ratings uplift for the class F-RR notes reflects several key
factors, including:
-- The class F-RR notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 23.17% (for a portfolio with a weighted-average
life of 4.5 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 4.5 years, which would result
in a target default rate of 13.95%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-RR notes is commensurate with
the assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that the ratings assigned
are commensurate with the available credit enhancement for all
classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-RR to E-RR notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-RR notes."
Environmental, social, and governance credit factors
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount
Class Rating* (mil. EUR) Sub (%) Interest rate§
A-RR AAA (sf) 240.00 40.00 Three-month EURIBOR
plus 1.39%
B-RR AA (sf) 48.00 28.00 Three-month EURIBOR
plus 2.00%
C-RR A (sf) 26.00 21.50 Three-month EURIBOR
plus 2.40%
D-RR BBB- (sf) 28.00 14.50 Three-month EURIBOR
plus 3.30%
E-RR BB- (sf) 20.00 9.50 Three-month EURIBOR
plus 5.75%
F-RR B- (sf) 12.00 6.50 Three-month EURIBOR
plus 8.59%
Sub notes NR 45.60 N/A N/A
*The ratings assigned to the class A-RR and B-RR notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C-RR, D-RR, E-RR, and F-RR notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
RINGSEND PARK: Fitch Assigns 'B-sf' Final Rating to Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Ringsend Park CLO DAC final ratings, as
detailed below.
Entity/Debt Rating
----------- ------
Ringsend Park CLO DAC
A XS3102041889 LT AAAsf New Rating
A-Loan LT AAAsf New Rating
B XS3102041962 LT AAsf New Rating
C XS3102042424 LT Asf New Rating
D XS3102042697 LT BBB-sf New Rating
E XS3102043075 LT BB-sf New Rating
F XS3102043158 LT B-sf New Rating
Subordinated Notes
XS3102043232 LT NRsf New Rating
Transaction Summary
Ringsend Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Blackstone Ireland
Limited. The CLO has a 4.5-year reinvestment period, and a 7.5-year
weighted average life (WAL).
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 25.2.
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 61.8%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a top 10 obligor
concentration limit at 20% and a maximum exposure to the three
largest Fitch-defined industries at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by six months on or after the step-up date, which is 12 months
after closing. The WAL extension is subject to conditions,
including passing the collateral quality and coverage tests and the
adjusted collateral principal amount is at least equal to the
reinvestment target par balance.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
The transaction includes four Fitch test matrices, two of which are
effective at closing with a 7.5-year WAL. The matrices correspond
to a top 10 obligor concentration limit at 20% and fixed-rate
obligation limits at 5% and 12.5%. It has two forward matrices with
a 7.0-year WAL test, which are effective six months after closing
if the WAL does not step up or 18 months after closing if the WAL
steps up.
Cash Flow Modelling (Positive): The WAL used for the transaction's
matrix and the Fitch-stressed portfolio analysis is 12 months less
than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include, among others, passing both the
coverage tests and the Fitch 'CCC' bucket limitation test after
reinvestment as well a WAL covenant that progressively steps down
over time, before and after the end of the reinvestment period.
Fitch believes these conditions would reduce the effective risk
horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the class A notes and
lead to downgrades of two notches for the class B and C notes, one
notch for the class D and E notes and to below 'B-sf' for the class
F notes.
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
stressed-case portfolio, the class B, D, E and F notes display
rating cushions of two notches, the class C notes one notch, and
the class A notes do not have any rating cushion as they are
already at the highest achievable rating.
Should the cushion between the current portfolio and the
stressed-case portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the stressed-case portfolio would lead to downgrades of two
notches for the class D notes; three notches for the class A notes;
four notches for the class B and C notes and below B-sf for the
class E and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the RDR across all ratings and a 25% increase in
the RRR across all ratings of the stressed-case portfolio would
lead to upgrades of up to three notches for the rated notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the stressed-case
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
ability of the notes to withstand larger-than-expected losses for
the remaining life of the transaction.
After the end of the reinvestment period, upgrades may occur in
case of stable portfolio credit quality and deleveraging, leading
to higher credit enhancement and excess spread available to cover
losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Ringsend Park CLO 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 Ringsend Park CLO
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.
SCULPTOR EUROPEAN XIII: Fitch Assigns 'B-(EXP)sf' Rating to F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Sculptor European CLO XIII DAC expected
ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Sculptor European
CLO XIII DAC
A XS3096107258 LT AAA(EXP)sf Expected Rating
B XS3096107415 LT AA(EXP)sf Expected Rating
C XS3096107506 LT A(EXP)sf Expected Rating
D XS3096107845 LT BBB-(EXP)sf Expected Rating
E XS3096108066 LT BB-(EXP)sf Expected Rating
F XS3096108496 LT B-(EXP)sf Expected Rating
Subordinated notes
XS3096108579 LT NR(EXP)sf Expected Rating
Transaction Summary
Sculptor European CLO XIII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of corporate
rescue loans, senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Note proceeds will be used to fund a portfolio
with a target par of EUR400 million. The portfolio is actively
managed by Sculptor Europe Loan Management Limited. The CLO has a
five-year reinvestment period and nine-year weighted average life
(WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
23.5.
High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.3%.
Diversified Portfolio (Positive): The transaction will include
various portfolio concentration limits, including a top 10 obligor
concentration limit of 22.5% and maximum exposure to the three
largest (Fitch-defined) industries in the portfolio of 43%. These
covenants ensure the asset portfolio will not be exposed to
excessive concentration.
Portfolio Management (Neutral): The transaction will have a
reinvestment period of about five 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 for the transaction's
Fitch-stressed portfolio analysis is 12 months less than that
specified in the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, which include passing the coverage tests and
the Fitch 'CCC' bucket limitation test, together with a WAL
covenant that gradually steps down. Fitch believes these conditions
will reduce the effective risk horizon of the portfolio during the
stress period.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of no more than one notch for
the class D and E notes, to below 'B-sf' for the class F notes and
have no impact on the other notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class C notes have a rating
cushion of three notches, the class B, D, E and F notes of two
notches, and the class A notes have no rating cushion as they are
already at the highest achievable rating.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A to D notes and to below 'B-sf' for the
class E and F notes
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% rise in the RRR across
all ratings of the Fitch-stressed portfolio would lead to upgrades
of up to three notches, except for the 'AAAsf' rated notes, which
are at the highest level on Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, enabling the notes
to withstand larger-than-expected losses for the transaction's
remaining life.
After the end of the reinvestment, upgrades may result from stable
portfolio credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Sculptor European CLO XIII 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 Sculptor European
CLO XIII 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.
SOUND POINT 15: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Sound Point Euro CLO 15 Funding DAC
final ratings, as detailed below.
Entity/Debt Rating
----------- ------
Sound Point Euro
CLO 15 Funding DAC
A XS3053398908 LT AAAsf New Rating
B XS3053399112 LT AAsf New Rating
C XS3053399385 LT Asf New Rating
D XS3053399542 LT BBB-sf New Rating
E XS3053399898 LT BB-sf New Rating
F XS3053400068 LT B-sf New Rating
Subordinated Notes
XS3053400225 LT NRsf New Rating
Transaction Summary
Sound Point Euro CLO 15 Funding 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 purchase a portfolio with a
target par of EUR400 million. The portfolio is actively managed by
Sound Point CLO C-MOA, LLC. The collateralised loan obligation
(CLO) has a five-year reinvestment period and an 8.5-year weighted
average life test (WAL). The manager can step-up the WAL test by
six months from six months after closing, subject to conditions.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor (WARF) 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-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 62%.
Diversified Portfolio (Positive): The transaction includes six
Fitch matrices. Four are effective at closing, corresponding to an
8.5-year WAL and a nine-year WAL. The manager can switch to a
different WAL set, subject to par conditions and the collateral
quality test being satisfied. If the manager is on the nine-year
WAL matrix set, the WAL step-up conditions are considered
satisfied. Another two matrices are effective from two years after
closing, corresponding to a seven-year WAL and the target par
condition. Each of the three WALs is accompanied by two fixed-rate
asset limits of 5% and 12.5%.
All matrices are based on a top-10 obligor concentration limit at
17.5%. The transaction also includes various other concentration
limits, including a maximum of 40% to the three-largest
Fitch-defined industries. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period. These
conditions include passing the coverage tests and the Fitch 'CCC'
bucket limitation test after reinvestment, and a WAL covenant that
gradually steps down, before and after the end of the reinvestment
period. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A notes, and lead to
downgrades of one notch each for the class D and E notes, two
notches for the class B and C notes and to below 'B-sf' for the
class F 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, D, E and F
notes each have a rating cushion of two notches and the class C
notes have a cushion of one notch, due to the better metrics and
shorter life of the current portfolio than the Fitch-stressed
portfolio.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches for the class A to E notes and to below 'B-sf' for the
class F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to five notches for the rated notes, except for the
'AAAsf' notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than- expected losses for the
remaining life of the transaction. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Most of the underlying assets or risk-presenting entities have
ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied on for 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 Sound Point Euro
CLO 15 Funding DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
===================
K A Z A K H S T A N
===================
ALTYNALMAS JSC: S&P Upgrades ICR to 'BB-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings upgraded its long-term issuer credit rating on
Kazakhstani gold producer Altynalmas JSC to 'BB-' from B+.
The stable outlook reflects the expectation that the company will
accurately execute its capex program, ensuring stability of
production volumes, while adhering to its updated financial policy
which should support FFO/D above 45% under our mid-cycle gold price
scenario of $2,100/oz.
Altynalmas JSC has reworked and updated its investment plan to
ensure stable gold production volumes of at least 400,000 ounces
(oz) annually in the next few years, reducing the risk of a
deteriorating business position.
Updated financial policy should ensure Altynalmas will maintain
strong credit metrics with FFO to debt above 45% in the coming
years, despite an expectation of lower gold prices and heavy capex.
S&P said, "We expect the company's EBITDA to decline to about
KZT160 billion-KZT170 billion in 2026 from about KZT290
billion-KZT300 billion in 2025, as we assume gold prices to be
gradually declining toward our mid-cycle price of $2,100/oz in 2027
versus $2,987/oz in 2025. At the same time, we assume the total
cash costs (TCC) and all-in sustain costs (AISC) will be higher in
2025-2027 with TCC of $1,300-$1,400/oz and AISC of
$1,500-$1,900/oz, compared with $900/oz TCC and $1,435/oz AISC in
2024. This reflects the ongoing expansion and modernization of the
facilities, which lead to higher costs. Still, the company's FFO to
debt should remain above 60% this year, with a progressive decline
toward 50%-60% in 2027. This means we expect the company to
maintain headroom above our 45% FFO to debt threshold, which will
ultimately depend on the company's appetite for dividends, which we
assume will be modest after 2025. Altynalmas' updated dividend
policy, which stipulates that dividends can be paid until leverage
reaches 1.5x net debt to EBITDA (subject to company-specific
adjustments) should support conservative leverage and cash
preservation in case of increasing debt or moderating gold
prices."
Altynalmas' updated capex program will improve reserves and
strengthen production output over the coming five years, with
potential for future growth. The company has increased its
2025-2029 capex budget by about 60% compared to last year. Updated
projects pipeline includes several expansions of already existing
mines to be completed over 2025-2027, along with new projects that
will improve reserves, with a target of increasing them by 50% by
2027, compared with the current 4.3 million oz. S&P said, "We
expect it to lead to a significant increase in capex, peaking in
2025 at about KZT200 billion from last year's KZT62.4 billion. Over
the next few years, the company will be upgrading and expanding
production mostly at existing facilities. We expect production
output to decrease toward 380,000 oz in 2025-2026, which is
materially below our 2024 forecast expectations of 400,000-450,000
oz in 2025 and 450,000-500,000 oz in 2026. The decrease is
primarily a result of the Pustynnoye mine expansion, which will
lead to a minimal contribution from the mine in the next two to
three years but is expected to result in a significant increase in
overall production once the expansion is completed. Still, we
expect a different longer-term production dynamic compared with
last year, with production volumes rising toward 400,000-450,000 oz
in 2027-2028 and potentially up to 500,000 oz by 2029. This
compares favorably with our previous base case of a decline toward
400,000 oz by 2028, combined with limited growth prospects to stop
production from decreasing further. Finally, we understand the
company has other prospects for 2030 and beyond, which we do not
include in our base case but which could provide additional
reserves."
Better diversified lending base and improved liquidity further
strengthen Altynalmas' credit profile. The company has made
significant progress in diversifying its funding sources since
funding from Russian banks stopped being an option after 2022. In
addition to a more diversified portfolio of loans from local banks,
the company has also issued U.S. dollar-denominated bonds in the
local market. Stronger cash flow generation has contributed
meaningfully to a better liquidity position. Proactive refinancing
and renegotiation of some of the tightest covenants have also
contributed to a better assessment. S&P expects Altynalmas to
adhere to its proactive approach to managing liquidity.
Expansion projects will be supported by Altynalmas' construction
segment, though they will further dilute its EBITDA margin. S&P
said, "On the back of the capex that the company will undertake in
the coming years, we expect a significant increase in construction
revenue, more than doubling from 2024 to 2025 and staying at this
relatively high level over the forecast period through 2027. While
most of it is related to intragroup work, and ultimately has a very
low contribution to EBITDA of KZT5 billion-KZT10 billion per year,
it still dilutes the group's EBITDA margin by about 10%, as we see
the construction's business margin at about 5%. Given the high
working capital swings linked to the construction business, we also
include as part of our liquidity analysis a KZT15 billion working
capital swing per year."
S&P said, "The stable outlook reflects the expectation that
Altynalmas continues to deliver solid operating results with
production volumes in line with our expectations and at cost,
continued improvement in production profile, and reserve
visibility. At the same time, we expect the company to stick to its
financial policy and pursue a balanced approach to distribution,
ensuring that FFO to debt remains above 45% under our mid-cycle
gold price assumption of $2,100/oz.
"We could downgrade the company in the next 12 months if it
suffered a major operational setback, leading to a protracted
decline in production and/or higher operating costs, leading to a
protracted reduction in EBITDA and a decline of FFO/D below 45%. A
downgrade could also occur if the company distributed materially
more dividends (or other forms of distributions to shareholders)
than is stipulated by the dividend and financial policy, or pursued
large acquisitions, leading to a material increase in leverage. A
deterioration of liquidity profile could also lead to a negative
rating action.
"We view upside as remote for Altynalmas in the next 12 months, as
we believe its business profile to be relatively weak compared to
global peers. Still, over time, as the company builds track record
of stable production volumes and conservative leverage, rating
upside could be possible in case of material reduction of gross
debt, ensuring leverage stays conservative under the most
aggressive industry conditions."
===================
L U X E M B O U R G
===================
LUNA 2.5: S&P Downgrades ICR to 'B+', Outlook Stable
----------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Luna 2.5 S.a.r.l. to 'B+' and assigned a 'B+' long-term issuer
credit rating to parent and PIK issuing entity Luna 1.5.
The stable outlook reflects revenue growth of up to 5% and a modest
S&P Global Ratings-adjusted EBITDA margin expansion to 20.5% thanks
to a strong backlog, new contract wins, and improving operating
leverage, with leverage at about 7.0x over the next 12-18 months
assuming no further shareholder-friendly actions that reduce rating
headroom are taken.
S&P also lowered its issue rating to 'B+' from 'BB-' on Luna 2.5's
EUR2.3 billion senior secured debt ('3' recovery rating unchanged)
and assigned a 'B-' issue rating to the proposed EUR1 billion
equivalent Holdco PIK toggle notes ('6' recovery rating).
The proposed debt-funded dividend will increase leverage and weaken
cash flow metrics. Luna 1.5 plans to issue EUR1 billion equivalent
PIK toggle senior unsecured notes, the proceeds of which will be
used in full to pay a shareholder distribution to their owners
Partners Group. The PIK toggle notes have a mandatory first and
last cash interest payment clause; all remaining interest payments
are at the issuer's discretion. The notes are also subordinated to
all Urbaser's existing senior secured debt. S&P said, "At year-end
2025, we now expect adjusted debt to EBITDA and FFO to debt just
above 7.0x and 9%, respectively, versus our prior assumption of
5.4x and 13%. This compares with 3.5x and 20.3%, respectively, at
year-end 2024. We also view this transaction as very
shareholder-friendly, especially given the company completed
another EUR1 billion debt-funded distribution to shareholders in
June 2025 when it refinanced its capital structure."
S&P said, "We expect continued good operating performance to
support deleveraging. Urbaser's operating performance was strong in
2024, with revenue growth of 8.6% year over year driven by urban
services and industrial treatments that grew organically by 13% and
7%, respectively. The adjusted EBITDA margin grew to 20% in 2024
from 18.2% in 2023 thanks to a positive mix of growth services in
higher-margin segments. This was supported by operational
improvements on the back of efficiency measures and better
operating leverage, despite ongoing investments to strengthen
central functions. Free operating cash flow (FOCF) was negative
EUR34 million, given significant capital expenditure (capex)
investments of EUR375 million alongside the top-line growth from
treatment projects, which are more capital intense. This was in
addition to working capital outflows of EUR77 million, mainly
linked to the reversal of a provision and the negative impact of
hyperinflation in Argentina, which increased working capital.
"In 2025, we forecast revenue growth of close to 1% and foresee
4.5% and 6.5% in 2026 and 2027, respectively. We expect this growth
to come from all segments, but particularly from industrial
segments, where it is supported by new project wins and a higher
valuation of waste projects." The expected revenue growth is
underpinned by a strong order backlog of EUR15.8 billion across all
segments, securing more than 80% of 2024 revenue up to 2027.
In addition, Urbaser's performance in the first quarter of 2025 was
strong, with revenue growth of 11% and EBITDA growth of EUR11
million year over year. Over the last two years, the company has
invested in strengthening its central functions and commercial
activities, while implementing efficiency measures that have
supported the strong margin expansion in 2024. S&P said, "We
therefore anticipate that Urbaser will continue its growth
trajectory by expanding the adjusted EBITDA margin to 21% by the
end of 2027. We expect this to be supported by a positive mix
effect from growth in higher-margin segments and improving
operating leverage as the company benefits further from its recent
investments and efficiency measures."
S&P said, "We anticipate FOCF generation will remain volatile, as
new contract wins and extensions require significant capex
investments. Over the last two years, FOCF has remained negative
due to significant capex investments, with EUR375 million in 2024
alone. We understand those investments are backed by new contract
wins and renewals that fuel EBITDA growth, and we have seen an
expansion of about EUR90 million in 2024.
"Given the capital intensity of the sector and its indicated strong
order backlog, we continue to expect volatility in its FOCF
generation since upfront investments temporarily suppress FOCF
generation. We expect this to be the case until EBITDA expansion
from those investments starts to show. While lower anticipated
capex investments in 2025 support FOCF of about EUR29.6 million, we
forecast capex investments of EUR400 million-EUR450 million in 2026
and 2027, which should result in broadly muted FOCF before lease
payments. Based on about EUR100 million-EUR120 million lease
payments per annum, FOCF after those payments turns negative.
However, if we were to consider capex investments on a steady state
basis, we would see positive FOCF of about EUR100 million between
2025 and 2027. In addition, the volatility in FOCF generation is
mitigated by good revenue visibility and stability, given the long
contract length of 10-25 years for municipal treatment and five to
eight years for municipal urban services such as waste collection.
These two segments, which contribute about 80% of total EBITDA,
have a large portion of concessional fees embedded in their
remuneration structure."
Liquidity remains solid, with no near-term maturities, EUR210
million cash on the balance sheet as of May 31, 2025 (pro forma the
transaction), and a fully undrawn RCF of EUR400 million.
The stable outlook reflects revenue growth of up to 5% and a modest
S&P Global Ratings-adjusted EBITDA margin expansion to 20.5% thanks
to a strong backlog, new contract wins, and improving operating
leverage, with leverage at about 7.0x over the next 12-18 months
assuming no further shareholder-friendly actions that reduce rating
headroom are taken.
S&P could lower the rating on Luna 2.5 if Urbaser's operating
performance is weaker than it expects, resulting in adjusted debt
to EBITDA above 7.0x with no clear prospect of deleveraging or weak
FOCF generation absent any EBITDA growth. This could happen if the
company:
-- Faces challenges in winning new business and renewing existing
contracts, depressing adjusted EBITDA beyond our expectations; or
-- Experiences operational missteps with higher-than-forecasted
capex spend, leading to persistently negative FOCF.
S&P said, "In addition, we could lower the rating if the company
adopts a more aggressive financial policy through shareholder
returns or significant debt-funded acquisitions that slow
deleveraging below 7.0x.
"We could take a positive rating action on Luna 2.5 if Urbaser
generates sufficient revenue growth while maintaining stable EBITDA
margins, such that adjusted debt to EBITDA decreases sustainably
toward 5x and FFO to debt increases toward 12%. A positive rating
action would hinge on shareholders' commitment to maintain leverage
below these levels."
=====================
N E T H E R L A N D S
=====================
MONG DUONG: Fitch Affirms 'BB+' Rating on $679MM Sr. Secured Notes
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the USD679 million
5.125% senior secured notes due 2029 issued by Mong Duong Finance
Holdings B.V., a Netherlands-domiciled SPV. The Outlook is Stable.
The issuer acquired all of Vietnam-based AES Mong Duong Power
Company Limited's (AES MD) outstanding project financing loans
raised for the Mong Duong 2 (MD2) power plant.
RATING RATIONALE
The notes' rating continues to reflect MD2's strong business and
financial profile, underpinned by a robust take-or-pay power
purchase agreement (PPA) until 2040, a fuel cost pass-through
mechanism, an experienced operating and maintenance (O&M) team, and
a fully amortising debt structure. The rating is at the same level
as the Vietnam sovereign rating (BB+/Stable), reflecting the
government guarantee of state counterparty obligations. Fitch
assesses the financial profile to be stronger than commensurate
with its 'BB+' rating.
KEY RATING DRIVERS
Experienced In-House Operator: Operation Risk - Midrange
MD2 uses conventional, commercially proven technology and is
operated by an experienced in-house team, with technical consulting
support from shareholders. Annual calculation of allowed outage
energy enables MD2 to offset forced outages in one month with
higher availability in subsequent months. It can carry forward up
to 160GWh to the next year. Improved heat rates reflect the use of
higher-quality coal and enhanced operational efficiencies. However,
cost uncertainty from the cost-plus O&M structure, and limited
input from technical advisors, constrains its assessment to
'Midrange'.
Fuel Supply Risk Passed Through: Supply Risk - Midrange
MD2 benefits from a 25-year coal-supply agreement with Vinacomin,
at a regulated coal price not exceeding that charged to other
Vietnam Electricity (EVN, BB+/Stable) plants, backed by a
government guarantee covering the debt tenor. MD2 retains the right
to procure coal from alternative sources, and Vinacomin is required
to compensate for any cost increases, subject to a cap of 3% of the
total annual payments receivable from MD2. Vinacomin's proximity to
the project ensures robust coal supply availability, but the
overall assessment factors in the fuel supplier's weak credit
profile.
Robust Long-Term PPA: Revenue Risk - Stronger
MD2's long-term PPA with EVN extends to 2040. The tariff structure
covers debt service, a certain return on equity, fixed O&M costs
irrespective of electricity output, variable O&M costs and fuel
reimbursement, which is contingent on meeting contracted heat rate
requirements. The take-or-pay mechanism effectively eliminates
merchant power-price risk and supports cash flow visibility.
Inflation risk is further mitigated by the indexation of O&M tariff
components to the US and Vietnamese CPI.
Fitch considers the cost pass-through to EVN arising from changes
in environmental legislation or permit requirements to be standard
for the sector.
Fully Amortising, Non-Standard Structure - Debt Structure:
Midrange
The offshore SPV issued a four-year loan and 10-year senior secured
notes to refinance AES MD's build-operate-transfer loan at a lower
rate, with the same quantum and amortisation profile. The new
lenders have indirect access to the original security package and a
pledge of SPV shares. The transaction's structure is not standard,
as the offshore SPV and AES MD do not have a direct relationship,
either through the shareholding of the offshore SPV or a guarantee
from AES MD.
The debt is fully amortising, ranks pari passu and is protected by
covenants, including a 1.15x debt service coverage ratio (DSCR)
lock-up and a six-month debt-service reserve in the form of a
letter of credit. The maintenance reserve account will also be
prefunded for major overhaul capex over the next six years.
Financial Profile
Fitch focuses on average and minimum profile DSCRs to assess the
resilience of the projected cash flow, given the fully amortising
nature of the debt and definite term of the PPA.
Fitch's base case largely follows management's forecast on key
operating assumptions except heat rate, which is projected to be
0.5% above the PPA's target, and also factors in Fitch's
macroeconomic assumptions for US CPI, Vietnam CPI and exchange
rates. MD2's DSCR averaged 1.47x with a minimum of 1.44x under
Fitch's base case.
Fitch's rating case further applies a combination of stresses on
outage durations (1pp increase to annual forced outage duration and
10% stress to planned outage durations) and a heat rate that is 2%
above the PPA's target, and a 15% increase on the operating costs
and capex in accordance with Fitch's Thermal Power Project Rating
Criteria. This results in a revised average DSCR of 1.37x and a
minimum of 1.35x.
PEER GROUP
Fitch views the notes issed by Minejesa Capital BV (note rating
BBB-/Stable) and guaranteed by PT Paiton Energy as comparable.
Paiton, in eastern Java, is the second-largest independent power
producer in Indonesia with an installed capacity of 2,045MW for its
three-unit power complex, of which one unit is using super-critical
pulverised coal technology. Both projects are protected by
take-or-pay long-term PPAs with fuel cost effectively passed
through to off-takers and are run by experienced in-house teams,
while Paiton benefits from a longer operating history.
Paiton's debt structure is more typical of project finance
transactions. It has an average annual DSCR of 1.38x and a minimum
of 1.20x under Fitch's rating case.
MD2 also compares well against PT Lestari Banten Energi (LBE),
which guaranteed the notes (BBB-/Stable) issued under LLPL Capital
Pte. Ltd. LBE operates a 635MW super-critical coal-fired power
plant in west Java. The project, like MD2, has a favourable
long-term PPA with the state-owned electricity supplier to insulate
it against merchant risk. LBE also benefits from input from
US-based Black & Veatch, which allows Fitch to apply lower stress
in the rating case.
LBE's debt is fully amortising with a six-month debt-service
reserve account and a distribution lock-up at 1.20x DSCR, which is
slightly stronger than that of MD2. LBE has an average profile
annual DSCR of 1.38x and a minimum of 1.17x under Fitch's rating
case.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade of Vietnam's sovereign rating to 'BB', operational
difficulties or other developments that result in the projected
annual DSCR dropping below 1.25x in Fitch's rating case.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Vietnam's sovereign rating to 'BBB-' with no
deterioration in MD2's credit metrics.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
The rating of MD2's notes is at the same level as Vietnam's
sovereign rating, reflecting the government guarantee of the state
counterparty obligations. Any change in Vietnam's sovereign rating
could lead to a similar change in the rating of the notes.
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
----------- ------ -----
Mong Duong Finance
Holdings B.V.
Mong Duong Finance
Holdings B.V./Project
Revenues - First Lien/1 LT LT BB+ Affirmed BB+
=============
U K R A I N E
=============
UKRAINIAN RAILWAYS: Fitch Affirms 'CC' Long-Term IDRs
-----------------------------------------------------
Fitch Ratings has affirmed JSC Ukrainian Railways' (UR) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'CC'.
Fitch has also affirmed the long-term rating of senior unsecured
USD1,055.1 million loan participation notes (LPNs) issued by UR's
wholly owned UK-based financial special purpose vehicle (SPV) Rail
Capital Markets Plc at 'CC'. Fitch typically does not assign
Outlooks to issuers with a rating of 'CCC+' or below.
The affirmation reflects Fitch's view that there is a high
likelihood that UR will be unable to repay the USD703.2 million
8.250% loan participation notes due in July 2026 (2026 LPNs) given
the company's deteriorating financial performance and tightening
liquidity. Fitch expects some form of debt restructuring within the
next 12 months, which Fitch would likely treat as a distressed debt
exchange (DDE).
Key Rating Drivers
Expected LPNs Restructuring: Based on the company's deteriorating
financial position and tightening liquidity, Fitch believes there
is a high likelihood the company will be unable to repay the 2026
LPNs and expect some form of debt restructuring within the next 12
months. Fitch would likely treat this as a DDE. This expectation is
underpinned by UR's official statement. The company has publicly
confirmed negotiations are taking place for the restructuring of
the LPNs to provide debt relief and support liquidity. Fitch
understands that UR is willing to include the 2028 LPNs in the
restructuring, as both issues contain cross-default clauses, but it
will be subject to noteholders' agreement.
LPNs' Coupon Payment: After a two-year standstill period agreed
with noteholders in December 2022, UR resumed servicing the LPNs
and made coupon payments due in January and July 2025. These
agreements extended the maturity of the 2026 LPNs to 2026 from
2024, and of the USD300 million 7.875% LPNs (2028 LPNs) to 2028
from 2026. UR also opted to capitalise deferred coupons with
accrued interest, increasing the principal by USD160.2 million to
USD1,055.1 million. It increased the 2026 LPNs principal to
USD703.2 million from USD594.9 million effective 9 January 2025 and
the 2028 LPNs to USD351.9 million from USD300 million effective 15
January 2025.
Unsuccessful Consent Solicitation in 2024: In mid-December 2024, UR
initiated a new consent solicitation to defer the coupon payments
scheduled for January and July 2025 to January 2026. Noteholders
rejected the proposal, as announced by UR on 31 December 2024. If
passed, Fitch would have considered the proposal a DDE, given the
material reduction in terms intended to avoid a traditional payment
default (see 'Ukrainian Railways' 'CC' IDR Unaffected by Resumption
of Coupon Payments' dated 14 January 2025).
Tightening Liquidity: Liquidity has weakened since its last review
in August 2024. Cash on account is below monthly opex, and
available credit lines are mostly dedicated to funding capex. UR
prioritises servicing its debt, as it increasingly relies on
support from the European Bank for Reconstruction and Development
(AAA/Stable) and the European Investment Bank (AAA/Stable). Fitch
expects the lack of prospects for significant operating performance
improvement, together with continued high capex needs, will deplete
cash levels towards end-2025. Consequently, Fitch considers it
unlikely that UR will have sufficient funds to repay almost UAH30
billion of 2026 LPNs in July 2026.
Deteriorating Financial Performance: The company's 2024 results
were worse than 2023. Fitch-calculated EBITDA was UAH16.3 billion
(around USD420 million), down from UAH18.5 billion in 2023. This
was primarily due to a large increase in operating expenses (+14.5%
year on year) and weaker revenue growth, because of reduced cargo
volumes in 2H24. The net result was a UAH2.7 billion loss. EBITDA
declined in 2H24 and continued to do so in 1H25. In December 2024,
UR requested tariff indexation by 37%, which would cover cost
increases and partially address its weakening performance. This
proposal was strongly opposed by Ukrainian businesses and remains
undecided.
The financial plan for 2025 is not approved, given the ongoing
uncertainty regarding the tariff update, but UR expects a decline
in cargo transportation volumes and related revenue. It anticipates
further deterioration in financial performance in 2025 and has not
provided long-term projections beyond the current financial year.
Fitch expects 2025 EBITDA to be significantly below previous years
but to remain positive. State support is limited and mostly
dedicated to capex funding, although the company has received over
UAH4 billion in 2025 to support liquidity and continuity of
operations, and already used a significant part of received funds.
UR has a high ESG Relevance Score for governance structure. It has
close links to the Ukrainian government, which are underscored by
the latter's launch of its consent solicitation to defer external
debt payment. The sovereign's weakened finances may weigh on UR's
debt policy and willingness and ability to service and repay debt,
especially its US dollar LPNs, which make up a large portion of its
debt.
Derivation Summary
The 'cc' Standalone Credit Profile (SCP) is derived from the "Lower
Speculative Grade" section of the Public Policy Revenue-Supported
Entities Rating Criteria and signals very high credit risk and a
probable default or a DDE, particularly in the next 12 months.
For issuers with a lower speculative grade SCP that are exposed to
a distressed situation, typically reflected in an SCP of 'cc' or
below, the considerations of extraordinary support from related
governments leading to a potential uplift of the SCP become
irrelevant for the ratings.
Under its Government-Related Entities Rating Criteria the criteria
become irrelevant for rating derivation for government-related
entities in distress, as a high likelihood of near-term default
exists. In these cases, the criteria stipulate that ratings should
be determined under the appropriate criteria - in this case, the
Public Policy Revenue-Supported Entities Rating Criteria.
Fitch views the government's capacity to provide extraordinary
support to UR as impaired due to the sovereign (Ukraine; Foreign-
and Local-Currency IDRs: RD/CCC+) remaining in Restricted Default.
UR is in discussion with the government regarding further support
measures, but even if received it is unlikely they would improve
liquidity to the level required to repay the LPNs in July 2026. The
Long-Term Foreign-Currency IDR above the sovereign is warranted as
the company has proved its ability to withstand the sovereign
default.
UR's Long-Term Local-Currency IDR is equal to its Long-Term
Foreign-Currency IDR as notching from the sovereign is not applied
and both are equal to the SCP.
Short-Term Ratings
Fitch has affirmed the Short-Term IDR at 'C', which is the
respective Short-Term rating for a Long-Term IDR in the 'CCC' to
'C' categories.
National Ratings
Fitch has affirmed UR's National Long-Term Rating at 'CC(ukr)', and
it is mapped to its Long-Term IDRs.
Debt Ratings
The ratings of UR's senior debt instruments are aligned with its
Long-Term Foreign-Currency IDR, including the senior unsecured debt
of its wholly owned UK-based SPV - Rail Capital Markets Plc. UR
guarantees the payments of the USD1,055.1 million LPNs, which makes
the SPV's debt direct, unconditional senior unsecured obligations
of UR, ranking equally with all of its other present and future
unsecured and unsubordinated obligations. The notes constituted
around 73% of UR's debt at end-June 2025.
Issuer Profile
UR is the national integrated railway company with a natural
monopoly in a rail sector in Ukraine. It is the largest employer in
the country and plays a vital role in Ukraine's economy and labour
market.
Key Assumptions
As UR's ratings are in the lower speculative grade, Fitch derives
them from the 'Lower Speculative Grade' section of the Public
Policy Revenue-Supported Entities Rating Criteria and the financial
metrics are not relevant for the assessment. The company's
financial planning perspective is limited to one financial year,
due to the unstable conditions and unpredictability resulting from
the war.
Fitch bases its assessment on the following assumptions:
- Cargo and passenger transportation revenue declining by 7.7% in
2025, due to expected deterioration in cargo volumes with the
unchanged tariffs.
- Opex growing by 5.0% in 2025, driven by the salary increases and
growing energy costs.
- Net capex of around UAH27.5 billion in 2025.
- Debt repayment according to the schedule for each facility, which
includes the repayment of USD703 million LPNs maturing in July
2026. Fitch expects UR will have insufficient liquidity to do this,
which will lead to a debt restructuring, which Fitch would treat as
a DDE.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Action/Downgrade
Fitch would downgrade the ratings to 'C' on the signs that a
default-like process has begun, for example, a formal launch of a
debt-exchange involving a material further reduction of the LPN
terms.
Factors that Could, Individually or Collectively, Lead to Positive
Action/Upgrade
Fitch could upgrade the ratings to the 'CCC' category on reduced
risk of liquidity stress and the return of UR's ability for
mid-term financial planning, which would include clear and reliable
solutions for refinancing the LPNs in 2026 and 2028.
ESG Considerations
UR has an ESG Relevance Score of '5' for Governance Structure to
reflect the close links with the Ukrainian government and the
latter's launch of consent solicitation to defer external debt
payments, which has a negative impact on the credit profile, and is
highly relevant to the rating. This resulted in its downgrade on 29
July 2022 and 24 July 2024.
UR has an ESG Relevance Score of '4' for Employee Wellbeing due to
employees' heightened safety risks in conducting railway services,
especially in areas of protracted war operations, as well as
increased spending for personal protection equipment, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
UR has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security due to increasing data
protection needs related to its strategies, investments and
policies, including critical logistic and infrastructure data, as
well IT infrastructure and financial information, following
intensified cyberattacks in the Russia-Ukraine war. This has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Rail Capital
Markets Plc
senior unsecured LT CC Affirmed CC
JSC Ukrainian Railways LT IDR CC Affirmed CC
ST IDR C Affirmed C
LC LT IDR CC Affirmed CC
Natl LT CC(ukr)Affirmed CC(ukr)
===========================
U N I T E D K I N G D O M
===========================
CARDIFF AUTO 2024-1: Fitch Affirms 'B+sf' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded Cardiff Auto Receivables Securitisation
2024-1 plc's (CARS 2024-1) class B, C and D notes and affirmed the
rest, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Cardiff Auto Receivables
Securitisation 2024-1 plc
A XS2866378255 LT AAAsf Affirmed AAAsf
B XS2866378339 LT AAAsf Upgrade AAsf
C XS2866378412 LT AA-sf Upgrade Asf
D XS2866378503 LT A-sf Upgrade BBBsf
E XS2866378685 LT BB+sf Affirmed BB+sf
F XS2866378768 LT B+sf Affirmed B+sf
Transaction Summary
CARS 2024-1 is a static securitisation of auto loan receivables
originated by Black Horse Limited to residents in England or Wales.
Black Horse is a wholly-owned subsidiary of Lloyds Bank plc
(AA-/Stable/F1+).
KEY RATING DRIVERS
Increasing Credit Enhancement: The transaction has been static
since closing in August 2024, with the notes amortising
sequentially. This has resulted in increasing credit enhancement
for all the rated notes, which is more pronounced at the senior
level. Fitch expects this trend to continue as deleveraging
continues, benefiting the noteholders.
Exposure to Car Price Decline: The transaction is exposed to
residual value (RV) and voluntary termination (VT) risks. The RV
share is at 60.1%. Fitch applied rating-case stresses to used car
prices, resulting in an aggregate 'AAAsf' RV and VT loss of 23.7%.
Good Default Performance: Fitch assumed a 1.5% base-case default
rate and a 50% base-case recovery rate, based on historical
performance and taking into account the asset performance outlook
in the UK. Default and recovery performance has been in line with
expectations since transaction closing, marginally trending above
its base case; however, the difference is minimal in absolute
terms. The current cumulative default rate was 0.5% as of the 23
June 2025 interest payment date.
Liquidity Reserve Reduces Payment Interruption: Black Horse actsas
servicer. A replacement servicer will be appointed if the servicer
fails to fulfil payment obligations to the issuer or files for
insolvency. A non-amortising liquidity reserve has been available
since closing to cover liquidity gaps resulting from servicing
discontinuity or other payment interruptions. The reserve is spilt
into six sub-ledgers, and each rated note's interest is covered by
the dedicated sub-leger.
The class B to F notes' coverage is between one and two months of
due payments once they become most senior. This is shorter than
Fitch's criteria expectation but is sufficient due to the rapidly
increasing coverage once a class note becomes most senior,
necessitating timely interest payments.
Servicing Continuity Risk Reduced: No back-up servicer was
appointed at closing, but Fitch considers that servicer continuity
risk is reduced by the standard nature of the assets, the
availability of replacement servicers in the market and the
necessity to appoint of a back-up servicer should Lloyds Bank plc
be downgraded below 'BBB-'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The ratings may be adversely affected by unforeseen economic
downturns, resulting in a marked escalation in default rates.
Furthermore, a pronounced shrinkage of the used-car market than
currently anticipated may affect both secured recoveries, which are
the main source of cash flow after borrower defaults, and vehicle
sale proceeds.
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F)
Increase defaults by 10%:
'AAAsf'/'AAAsf'/'A+sf'/'A-sf'/'BB+sf'/'B+sf'
Increase defaults by 25%: :
'AAAsf'/'AAAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'Bsf'
Increase defaults by 50%:
'AAAsf'/'AA+sf'/'A+sf'/'BBB+sf'/'BBsf'/'Bsf'
Expected impact on the notes' ratings of decreased recoveries
(class A/B/C/D/E/F)
Reduce recoveries by 10%:
'AAAsf'/'AAAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'B+sf'
Reduce recoveries by 25%:
'AAAsf'/'AAAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'B+sf'
Reduce recoveries by 50%:
'AAAsf'/'AAAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'B+sf'
Expected impact on the notes' ratings of increased defaults and
decreased recoveries (class A/B/C/D/E/F)
Increase defaults by 10%, reduce recoveries by 10%:
'AAAsf'/'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'Bsf'
Increase defaults by 25%, reduce recoveries by 25%:
'AAAsf'/'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'Bsf'
Increase defaults by 50%, reduce recoveries by 50%:
'AAAsf'/'AA+sf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'
Expected impact on the notes' ratings of decreased net sale
proceeds (class A/B/C/D/E/F)
Reduce net sale proceeds by 10%:
'AAAsf'/'AA+sf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'
Reduce net sale proceeds by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'B+sf'/'CCCsf'
Reduce net sale proceeds by 50%:
'A+sf'/'A-sf'/'BB+sf'/'BB-sf'/'Bsf'/'NRsf'
Expected impact on the notes' ratings of increased defaults and
decreased recoveries and net sale proceeds (class A/B/C/D/E/F)
Increase defaults and decrease recoveries and net sale proceeds
each by 10%: 'AAAsf'/'AA+sf'/'Asf'/'BBBsf'/'BBsf'/'B-sf'
Increase defaults and decrease recoveries and net sale proceeds
each by 25%: 'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'B+sf'/'CCCsf'
Increase defaults and decrease recoveries and net sale proceeds
each by 50%: 'A+sf'/'BBB+sf'/'BB+sf'/'BB-sf'/'CCCsf'/'NRsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The ratings may be positively affected by a stable economic
environment, resulting in improving default rates and robust
second-hand car market prices.
The class A and B notes' 'AAAsf' ratings are the highest level on
Fitch's scale and cannot be upgraded.
Expected impact on the notes' ratings of decreased defaults and
increased recoveries (class A/B/C/D/E/F)
Decrease defaults by 10% and increase recoveries by
10%:'AAAsf'/'AAAsf'/'A+sf' /'A-sf'/BB+sf'/'B+sf'
Expected impact on the notes' ratings of increased net sale
proceeds (class A/B/C/D/E/F)
Increase net sale proceeds by 10%: 'AAAsf'/'AAAsf'/'AAsf'
/'Asf'/'BBBsf'/'BB-sf'
Expected impact on the notes' ratings of decreased defaults and
increased recoveries and net sale proceeds (class A/B/C/D/E/F)
Decrease defaults by 10%, increase recoveries and net sale proceeds
by 10%:
'AAAsf'/'AAAsf'/'AA+sf' /'Asf'/'BBBsf'/'BBsf'
CRITERIA VARIATION
Fitch has deviated from its Structured Finance and Covered Bonds
Counterparty Rating Criteria analysing payment interruption risk
(PIR). The expected liquidity coverage below three months for the
class B to F notes and the lack of other expected mitigants are not
fully aligned with the criteria provisions for ratings above the
'Asf' category.
Nonetheless, Fitch does not view this deviation to be material,
considering the short weighted average life of the junior notes
once they become most senior and the non-amortising nature of each
reserve sub-ledger. As a result, the period during which the notes
are most senior or have coverage below the typical three months, is
limited. For example, under a base case scenario Fitch expects the
class B notes to pay down within three months once it becomes more
senior.
A number of other factors including the standard nature of the
assets, the availability of potential replacement servicers in the
UK auto market, and the need to appoint a back-up servicer upon the
loss of the 'BBB-' rating on Lloyds Bank plc, further reduce the
risk of a long payment interruption. In Fitch's view, PIR is
therefore sufficiently reduced for all rated notes.
The variation has a four-notch rating impact on the class B notes
and one-notch impact on the class C notes, and no impact on the
rest.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
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.
EUROSAIL 2006-1: Fitch Lowers Rating on Two Tranches to 'BB-sf'
---------------------------------------------------------------
Fitch Ratings has downgraded Eurosail 2006-1 Plc's (ES06-1) class
D1a and D1c notes and Eurosail 2006-3 NC Plc's (ES06-3) class D1a
and D1c notes. All tranches have been removed from Under Criteria
Observation.
Entity/Debt Rating Prior
----------- ------ -----
Eurosail 2006-1 Plc
Class C1a 29880BAK5 LT AAAsf Affirmed AAAsf
Class C1c 29880BAM1 LT AAAsf Affirmed AAAsf
Class D1a 29880BAN9 LT BB-sf Downgrade Asf
Class D1c 29880BAQ2 LT BB-sf Downgrade Asf
Class E XS0253576630 LT B-sf Affirmed B-sf
Eurosail 2006-3 NC Plc
C1a 298807AM0 LT AAAsf Affirmed AAAsf
C1c 298807AP3 LT AAAsf Affirmed AAAsf
D1a 298807AQ1 LT BB-sf Downgrade Asf
D1c 298807AS7 LT BB-sf Downgrade Asf
E1c XS0271947375 LT B-sf Affirmed B-sf
Transaction Summary
The transactions are securitisations of UK non-conforming and
buy-to-let mortgages originated by Southern Pacific Mortgages
Limited and Southern Pacific personal loans prior to 2006.
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 (WAFF), changes to sector selection, revised recovery
rate assumptions and changes to cashflow assumptions.
The most significant revision was to the non-confirming sector
representative 'Bsf' WAFF. Fitch applies newly introduced
borrower-level recovery rate caps to underperforming seasoned
collateral. Dynamic default distributions and high prepayment rate
assumptions are now applied rather than static assumptions
previously.
Late-Stage Arrears: In line with its updated criteria, Fitch's
analysis assumes that loans more than 12 months in arrears are
defaulted loans for the purposes of its asset and cash flow
modelling. For ES06-3 this represents 14.5% of the total portfolio
and 9.8% for ES06-1.
Transaction Adjustment: Fitch has applied its non-conforming
assumptions and an owner-occupied transaction adjustment of 1.0x
and buy-to-let transaction adjustment of 1.5x for both
transactions. This is due to the historical performance of loans
with arrears greater than three months being weaker than Fitch's
non-conforming index for both transactions (materially weaker for
ES06-3).
Fee Levels to Normalise: The transactions' fixed fees are gradually
decreasing having been high over the last few years due to the
notes transitioning from LIBOR to SONIA. The higher fees were
mainly driven by legal-related invoices. Fitch expects that fees
should continue decreasing in the short to medium term. As a
result, Fitch has modelled fees in line with the last review of
GBP400,000. If fees remain high, Fitch may adjust its fixed fee
assumptions for analysing transactions, which could adversely
affect the junior notes.
Asset Underperformance: The proportion of loans in arrears by more
than three months for both transactions has increased since the
last review to 24.3% from 23.1% for ES 06-1, and to 32.8% from
29.5% for ES 06-3. However, the number of loans in arrears has
reduced since last review. As the portfolio factor for both
transactions is below 10%, a material roll rate to late-stage
arrears and reduction in the outstanding portfolio balance may
result in higher projected defaults at the next review.
CE Build-Up: Sequential amortisation in both transactions has
resulted in continued build-up of credit enhancement (CE) for most
senior notes. Despite the deteriorating asset performance of both
pools, the continued material increase in CE supports the
affirmation of the transactions' class C notes at this review.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transactions' performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce CE available to the notes.
Fitch found that a 15% increase in the WAFF and 15% decrease of the
weighted average recovery rate (WARR) would imply the following:
ES06-3:
Class C1a/C1c: 'AA+sf'
Class D1a/D1c: 'B-sf'
Class E1c: NR
ES06-1:
Class C1a/C1c: 'AAAsf'
Class D1a/D1c: 'CCCsf'
Class E: NR
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.
Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would result in the following:
ES06-3:
Class C1a/C1c: 'AAAsf'
Class D1a/D1c: 'BBBsf'
Class E1c: NR
ES06-1:
Class C1a/C1c: 'AAAsf'
Class D1a/D1c: 'BBBsf'
Class E: NR
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
Eurosail 2006-1 Plc, Eurosail 2006-3 NC Plc
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.
Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's Eurosail
2006-1 Plc, Eurosail 2006-3 NC Plc initial closing. The subsequent
performance of the transactions over the years is consistent with
the agency's expectations given the operating environment and Fitch
is therefore satisfied that the asset pool information relied upon
for its initial rating analysis was adequately reliable.
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
ES06-1 and ES06-3 have ESG Relevance Scores of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pools
having an interest-only maturity concentration of legacy
non-conforming owner-occupied loans of greater than 20%, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
ES06-1 and ES06-3 have ESG Relevance Scores of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pools containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
INTER-COUNTY NURSING: Antony Batty Named as Administrators
----------------------------------------------------------
Inter-County Nursing And Care Services 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-2025-003944, and James Stares and
Claire Howell of Antony Batty & Company LLP, were appointed as
administrators on July 21, 2025.
Inter-County Nursing And Care Services Limited operated care
homes.
Its registered office and principal trading address is at White
Building Studios, 1-4 Cumberland Place, Southampton, SO15 2NP.
The administrators can be reached at:
Claire Howell
James Stares
Antony Batty & Company LLP
3 Field Court, Gray's Inn
London, WC1R 5EF
For further details contact:
Sheniz Bayram
Tel No: 020 7831 1234
Email: sheniz@antonybatty.com
MARKET HOLDCO 3: Fitch Gives New GBP930MM Notes Final 'BB-' Rating
------------------------------------------------------------------
Fitch Ratings has assigned Market Bidco Finco Plc's new GBP930
million-equivalent senior secured notes a final rating of 'BB-'
with a Recovery Rating of 'RR2'. Fitch has also affirmed Market
Holdco 3 Limited's (trading as Morrisons) Long-Term Issuer Default
Rating (IDR) at 'B'. The Outlook is Positive.
Fitch has downgraded Market Bidco Limited's term loans B (TLBs) to
'BB-' from 'BB', after a GBP450 million TLB add-on increased the
company's senior secured debt by about GBP190 million and removed
the TLB from Rating Watch Negative. Both the new notes and the TLBs
have Recovery Ratings of 'RR2'.
The GBP1,380 million debt proceeds, together with GBP235 million of
the group's cash balance, were used to repay debt. This results in
a reduction of total debt by about GBP260 million, with an extended
maturity profile.
The IDR reflects Morrisons' high leverage balanced by vertical
integration, well-invested stores, channel diversification and
cash-generation capabilities. The Positive Outlook reflects
expected deleveraging and improvement in fixed-charge coverage in
line with a higher rating.
Key Rating Drivers
Debt Maturity Profile Extended: The new GBP930 million equivalent
senior secured notes and GBP450 million TLB add-on, in combination
with GBP235 million of cash, have been used to repurchase GBP1,190
million senior secured notes due in November 2027 and GBP450
million unsecured notes due in 2028. This has increased senior
secured debt in Morrisons' capital structure by GBP190 million and
reduced the debt due in 2027 to about GBP140 million. This is below
the GBP413 million threshold that would trigger the springing
maturity on its revolving credit facility (RCF) and existing TLB.
Morrisons' RCF, TLBs and new notes benefit from a springing
maturity clause if more than GBP300 million of unsecured notes,
which have been reduced to GBP750 million following the repurchase,
remain outstanding by July 2028.
Lower Profits Forecast: Fitch revised down its post-rent EBITDA
forecast for Morrisons by GBP50 million to about GBP620 million in
FY25 (year-end October) upon assigning the expected instrument
ratings in early July. This reflects labour cost inflation, which
is challenging to address in the convenience channel, and GBP20
million higher rents than under its earlier forecast. Fitch expects
the EBITDA margin to fall by 20bp in FY25. In 1HFY25, Morrisons
reported a GBP23 million increase in underlying EBITDAR.
Margin Recovery: Fitch anticipates Morrisons' profit margin to
recover from FY25 as revenues grow, cost savings are delivered as
part of its GBP1 billion cost cutting programme to help offset cost
inflation, and its convenience and wholesale channel matures.
Efficiencies in manufacturing and sales to third parties, alongside
retail media, provide further opportunities for earnings growth.
Product Availability, Inflation Support Like-for-Like: Morrisons
has continued like-for-like sales growth, supported by a focused
strategy under its new CEO aimed at improving its core proposition.
Growth slowed in 1QFY25 due to a cyber attack at one of its
suppliers but recovered in 2QFY25. Fitch anticipates revenue growth
in FY25 to be supported by resuming food price inflation, despite
intensified competition in the UK grocery market, growth of the
wholesale subsector and contribution from the acquired Sandpiper
stores.
Deleveraging Still Under Way: Fitch forecasts marginally higher
EBITDAR leverage of 6.2x at FYE25 versus 6.1x under its earlier
rating case (pre-refinancing). Fitch still expects it to fall below
6.0x in subsequent periods from earnings growth, although there is
execution risk to delivering this growth.
Record of Debt Reduction: In FY25 Morrisons has reduced its
financial debt by GBP460 million to GBP3.5 billion as part of the
two refinancing transactions, also using its ground rent
transaction proceeds. In FY24 Morrisons repaid around GBP1.7
billion of debt with its petrol forecourts (PFS) disposal proceeds.
Lease liabilities are derived by multiplying the lease cost proxy,
calculated as the sum of right-of-use assets depreciation and
interest on leases, by a factor of 8x.
Limited Free Cash Flow: Fitch forecasts average annual positive
free cash flow (FCF) of GBP50 million-95 million for FY25-FY27.
This is down from GBP150 million-200 million following the PFS
disposal, as lower EBITDA was not fully offset by lower interest
costs and lower, but sustained, capex. Its revised rating case
assumes the group's working capital efficiency programme will
generate additional working-capital inflows, as GBP130 million of
its GBP600 million programme target has yet to be delivered.
Ground Rent Transaction: Morrisons raised GBP331 million net
proceeds via a 45-year ground rent transaction at an initial
interest of around 4% in September 2024. This reduced its share of
freehold properties within the restricted group, as 76 properties
were transferred, via Morrisons' parent, outside the restricted
group to secure the funding. Fitch understands from management that
the properties are back-to-back leased for an initial cash payment
of near GBP20 million a year to the restricted group. The proceeds
were used to reduce debt and were re-invested.
Market Share Stabilised: Morrisons is one of the leading food
retailers in the competitive UK market, with a strong brand and
scale. Its market share had stabilised since early 2023, although
it had dipped in May 2025. Recent volume increases have been driven
by improved product availability on its shelves, which helps boost
profits while allowing Morrisons to remain competitive in the
low-margin grocery segment. Morrisons is more food focussed than
some of its close peers and its integration into its own food
manufacturing, which accounts for 50% of the fresh food it sells,
helps it manage its profitability.
Peer Analysis
Morrisons is rated one notch below Bellis Finco plc (ASDA;
B+/Stable), which benefits from larger scale and greater
diversification following the acquisition of EG Group's UK
operations. Morrisons and ASDA are smaller than the UK market
leader, Tesco PLC (BBB/Stable), which focuses its operations on the
UK. Morrisons is larger and more diversified than WD FF Limited
(Iceland; B/Stable).
Morrisons has a smaller market share than ASDA but has recently
outperformed the latter with continued like-for-like growth. Both
companies have established direct access to the convenience
category, with Morrisons benefiting from its larger number of
stores, although they are, on average, slightly smaller than
ASDA's. Both are exposed to execution risk as they seek sales and
profits growth from converting acquired and franchised stores to
their own brands and product mix changes. Morrisons also has
indirect access to convenience channel via its wholesale channel.
Fitch forecasts EBITDAR margins to trend towards 6% and funds from
operations margins to trend towards 3% for both companies. Food
retail is cash generative, enabling deleveraging, which also
depends on capital-allocation decisions by financial sponsors.
Morrisons' leverage was above ASDA's in 2024. Recent changes to
ASDA's strategy to accelerate sales volume growth could lead to
temporarily higher leverage of 6.4x by end-2025, marginally above
Morrisons 6.2x by FYE25. However, ASDA benefits from stronger fixed
charge cover of around 2.5x, while Fitch expects Morrisons'
coverage to be above 1.6x after debt reduction and refinancing.
Deleveraging is subject to execution risk on earnings growth for
both. Morrisons' leverage is much higher than Tesco's 3x, and above
smaller-scale Iceland's at around 5x.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Low single-digit revenue growth during FY25-FY28, following the
disposal of the PFS business.
- Retail in-store and online sales growth of 2.3% a year, driven by
price increases as inflation returns while volume growth flattens.
- Other sales to grow 20% in FY25, followed by 7% in FY26-FY28,
driven by the expansion of the existing wholesale business from new
clients and the annualisation of a wholesale agreement with Motor
Fuel Group on disposed PFS sites.
- EBITDA (after leases) margin to decrease to 3.9% in FY25 from
4.1% in FY24 (pro forma for the PFS disposal), driven by pressure
on labour costs and higher lease costs than previously modelled.
This decline will be followed by an increase to 4.3% by FY28,
supported by sales growth across both retail and wholesale
channels, alongside operational and cost-saving measures that will
help offset cost inflation.
- Working-capital inflow (excluding changes in provisions) of
around GBP60 million on average in FY25-FY28, driven by
working-capital initiatives.
- Annual capex at GBP350 million for FY25-FY26 and GBP375 million
for FY27-FY28.
- Rental costs at around GBP260 million a year on average, of which
GBP35 million is not capitalised.
- Reduction of debt by GBP460 million in FY25 as part of the amend
and extend exercise in 1QFY25 and notes refinancing in 3QFY25.
- No dividend payments and no M&A to FY28, except for the bolt-on
acquisition of 38 convenience stores in the Channel Islands,
completed in November 2024.
Recovery Analysis
According to its bespoke recovery analysis, higher recoveries would
be realised by liquidation in bankruptcy rather than reorganisation
as a going concern. This reflects Morrisons' high portion of
freehold asset ownership, even after the ground rent transaction,
which removed GBP894 million of assets from the restricted group.
The liquidation estimate reflects Fitch's view of the value of
balance-sheet assets that can be realised in a sale or liquidation
and distributed to creditors. Fitch assumes Morrisons' GBP1 billion
RCF is fully drawn and deducts 10% from the enterprise value for
administrative claims.
The existing senior secured debt facilities total GBP3.76 billion
after the refinancing. This includes two TLB tranches (GBP835
million and EUR1 billion) and a GBP1 billion RCF at Market Bidco
Limited. This also includes the remaining GBP21 million and EUR146
million notes due in 2027, alongside newly issued senior secured
notes totaling GBP930 million (GBP500 million and EUR500 million),
all issued by Market Bidco Finco Plc. Senior secured debt issues
rank pari passu with each other, but ahead of the GBP750 million
senior unsecured notes issued by Market Parent Finco Plc (reduced
from GBP1.2 billion as part of the refinancing).
The increase in senior secured debt by about GBP190 million has
lowered senior secured debt recovery to the 'RR2' band. This
supports a 'BB-' issue rating, which is two notches above the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Weaker-than-expected performance with EBITDAR leverage no longer
expected to approach near 6.0x by FY25 or fall below 6.0x from
FY26, which would lead to a revision of the Outlook to Stable
- Like-for-like decline in sales exceeding other big competitors',
especially if combined with lower profitability leading to neutral
FCF and a reduced deleveraging capacity
- Evidence of a more aggressive financial policy, for example due
to material underperformance relative to Fitch's forecasts, large
investments or shareholder remuneration leading to cash outflows,
and a lack of debt repayments
- EBITDAR leverage trending above 7.0x
- EBITDAR fixed charge cover below 1.5x on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Like-for-like sales growth leading to increasing cash profits and
accumulated cash for debt prepayment, with no adverse changes to
financial policy
- EBITDAR leverage below 6.0x on a sustained basis
- EBITDAR fixed-charge coverage above 1.6x
Liquidity and Debt Structure
Fitch expects Morrisons to maintain a healthy cash balance of about
GBP200 million at FYE25, in addition to its GBP1 billion committed,
undrawn RCF (of which GBP936 million is available until August
2030).
Morrisons has a total of GBP3.5 billion of financial debt with
maturities ranging between 2027 and 2031 following the two
refinancing transactions and GBP460 million debt reduction with
cash in FY25. The nearest maturities are about GBP140 million
senior secured notes due in 2027. This is followed by GBP750
million outstanding unsecured notes due in 2028; while the RCF,
TLBs and new notes benefit from springing maturity if more than
GBP300 million of unsecured notes remain outstanding by July 2028.
Issuer Profile
Morrisons is the fifth-largest UK supermarket chain, operating
around 500 mid-sized supermarkets and over 1,600 Morrisons Daily
sites, including the franchise sites.
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
----------- ------ -------- -----
Market Bidco
Limited
senior secured LT BB- Downgrade RR2 BB
Market Bidco Finco
plc
senior secured LT BB- Downgrade RR2 BB
senior secured LT BB- New Rating RR2 BB-(EXP)
Market Holdco 3
Limited LT IDR B Affirmed B
Market Parent
Finco plc
senior
unsecured LT CCC+ Affirmed RR6 CCC+
NEWGATE FUNDING: Fitch Lowers Rating on Two Tranches to 'BB+sf'
---------------------------------------------------------------
Fitch Ratings has downgraded Newgate Funding Plc 2007-1's (NF07-1)
class E notes, Newgate Funding Plc 2007-2's (NF07-2) class Db notes
and Newgate Funding 2007-3 Plc's (NF07-3) class Cb notes All other
tranches have been affirmed. The Outlook on NF07-2's class F notes
has been revised to Stable from Negative.
Entity/Debt Rating Prior
----------- ------ -----
Newgate Funding Plc
Series 2007-1
Class A3 XS0287753775 LT AAAsf Affirmed AAAsf
Class Ba XS0287757255 LT AA+sf Affirmed AA+sf
Class Bb XS0287757412 LT AA+sf Affirmed AA+sf
Class Cb XS0287759624 LT A+sf Affirmed A+sf
Class Db XS0287767304 LT BBBsf Affirmed BBBsf
Class E XS0287776636 LT BB+sf Downgrade BBB-sf
Class F XS0287778095 LT BB+sf Affirmed BB+sf
Class Ma XS0287755713 LT AAAsf Affirmed AAAsf
Class Mb XS0287756877 LT AAAsf Affirmed AAAsf
Newgate Funding Plc
Series 2007-2
Class A3 XS0304280059 LT AAAsf Affirmed AAAsf
Class Bb XS0304284630 LT AAsf Affirmed AAsf
Class Cb XS0304285959 LT A-sf Affirmed A-sf
Class Db XS0304286254 LT BB+sf Downgrade BBB-sf
Class E XS0304280489 LT BB+sf Affirmed BB+sf
Class F XS0304281024 LT B+sf Affirmed B+sf
Class M XS0304280133 LT AAAsf Affirmed AAAsf
Newgate Funding Plc
Series 2007-3
Class A2b 651357AF2 LT AAAsf Affirmed AAAsf
Class A3 651357AG0 LT AAAsf Affirmed AAAsf
Class Ba 651357AH8 LT AA+sf Affirmed AA+sf
Class Bb 651357AJ4 LT AA+sf Affirmed AA+sf
Class Cb 651357AK1 LT A+sf Downgrade AAsf
Class D 651357AL9 LT A+sf Affirmed A+sf
Class E XS0329655129 LT A+sf Affirmed A+sf
Transaction Summary
The transactions are seasoned securitisations of mixed pools
containing mainly residential non-conforming owner-occupied
mortgage loans with a few residential buy-to let mortgage loans.
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 cashflow assumptions.
The non-conforming sector representative 'Bsf' WAFF has undergone
the most significant revision. Newly introduced borrower-level
recovery rate caps are applied to underperforming seasoned
collateral. Fitch now applies dynamic default distributions and
high prepayment rate assumptions rather than the previous static
assumptions.
BTL Recovery Rate Cap: The non-conforming sector has reported
losses that exceed those expected based on the indexed value of the
properties in the pool. Fitch has therefore applied borrower-level
recovery rate (RR) caps to the buy-to-let (BTL) loans in the
portfolios, aligned with those applied to non-conforming loans,
where the RR cap is 85% at 'Bsf' and 65% at 'AAAsf'.
Adjustments for Non-Conforming Transactions: Fitch has applied its
non-conforming assumptions, an owner-occupied transaction
adjustment of 1.0x and a BTL transaction adjustment of 1.5x to the
foreclosure frequencies (FF). This is based on the transactions'
historical performance of loans in arrears by three months or more
being broadly in line with Fitch's non-conforming index.
Negative Outlook: The transactions are affected by a combination of
weak performance, diminishing loan count, and a persistent and
growing proportion of interest-only (IO) loans remaining
outstanding beyond their maturity dates, all set against uncertain
macroeconomic conditions. Fitch also considered the potential
impact on its model-implied rating (MIR) of higher late-stage
arrears, which could be further exacerbated by the diminishing loan
count and the growing share of IO loans past their maturity dates.
Robust CE: Credit enhancement (CE) has built up due to breaches of
the cumulative loss triggers, which have prevented the reserve
funds from amortising. Fitch expects CE to increase further due to
sequential amortisation. CE for most tranches was sufficient to
withstand higher stresses, which contributed to their
affirmations.
Excessive Counterparty Exposure: All three transactions have
tranches exposed to excessive counterparty risk. NF07-3's class D
and E notes remain capped at the Long-Term Issuer Default Rating
(LT IDR) of the transaction account bank provider (Barclays Bank
plc; A+/Stable/F1) because the reserve fund deposited with this
entity accounts for more than 50% of the available CE to the notes.
Fitch's MIR for these notes imply ratings that are lower by 10
notches or more if the funds were lost.
The updated criteria assumptions have led to the MIR for NF07-3's
class Cb notes of 10 notches lower if the reserve fund was lost,
implying excessive counterparty exposure, and resulting in their
downgrade to 'A+sf'. Their rating is capped at the LT IDR of the
transaction account bank provider.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transactions' performance may be affected by changes in market
conditions and the 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
from lower net proceeds, which may make certain notes susceptible
to negative rating action depending on the extent of the decline in
recoveries. Fitch conducted sensitivity analyses by stressing each
transaction's WAFF and WARR assumptions and examining the rating
implications for the notes. A 15% increase in the WAFF and a 15%
decrease in the WARR indicates downgrades of no more than five
notches for NF07-1, four notches for NF07-2 and three notches for
NF07-3.
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 potential upgrades.
Fitch tested an additional rating sensitivity scenario by applying
a decrease in the WAFF of 15% and an increase in the WARR of 15%.
The results indicate upgrades of up to four notches for NF07-01,
five notches for NF07-2 and one notch for NF07-3.
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
Newgate Funding Plc Series 2007-1, Newgate Funding Plc Series
2007-2, Newgate Funding Plc Series 2007-3
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.
Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
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 transactions have ESG Relevance Scores of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the
underlying asset pools with limited affordability checks and
self-certified income, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.
The transactions have ESG Relevance Scores of '4' for Human Rights,
Community Relations, Access & Affordability due to a material
concentration of interest-only loans, which has a negative impact
on the credit profile, and is relevant to the ratings in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
NIGHTLIGHT LEISURE: Kroll Advisory Named as Joint Administrators
----------------------------------------------------------------
Nightlight 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-2025-005005, and Benjamin John Wiles and Philip Joseph Dakin of
Kroll Advisory Ltd, were appointed as joint administrators on July
23, 2025.
Nightlight Leisure, trading as Simmons Bar, operated public houses
and bars.
Its registered office and principal trading address is at 120
Charing Cross Road, 3rd Floor, London, WC2H 0JR.
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
SIMMONS 3 BATEMAN: Kroll Advisory Named as Joint Administrators
---------------------------------------------------------------
Simmons 3 Bateman Street 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-2025-005006, and Benjamin John Wiles and Philip
Joseph Dakin of Kroll Advisory Ltd, were appointed as joint
administrators on July 23, 2025.
Simmons 3 Bateman operated public houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 3 Bateman Street, London, W1D
4AG.
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
SIMMONS GREEK: Kroll Advisory Named as Joint Administrators
-----------------------------------------------------------
Simmons Greek Street 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-2025-005009, and Benjamin John Wiles and Philip
Joseph Dakin of Kroll Advisory Ltd, were appointed as joint
administrators on July 23, 2025.
Simmons Greek Street specialized operated public houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR
Its principal trading address is at Basement and Ground Floors, 7
Greek Street, London W1D 4DF.
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 No: 020 7089 4700
Alternative contact: Atif Farooqi
SIMMONS HOLBORN: Kroll Advisory Named as Joint Administrators
-------------------------------------------------------------
Simmons Holborn 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-2025-004996, and Benjamin John Wiles and Philip Joseph Dakin of
Kroll Advisory Ltd, were appointed as joint administrators on July
23, 2025.
Simmons Holborn operated public houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 109 Kingsway, London, WC2B
6PP.
The joint administrators can be reached at:
Benjamin John Wiles
Philip Joseph 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
SIMMONS MANETTE: Kroll Advisory Named as Joint Administrators
-------------------------------------------------------------
Simmons Manette Street 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-2025-004998, and Benjamin John Wiles and Philip
Dakin of Kroll Advisory Ltd, were appointed as joint administrators
on July 23, 2025.
Simmons Manette Street operated public houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 17 Manette Street, London W1D
4AS.
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 No: 020 7089 4700
Alternative contact: Atif Farooqi
SIMMONS OLD: Kroll Advisory Named as Joint Administrators
---------------------------------------------------------
Simmons Old Street 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-2025-004990, and Benjamin John Wiles and Philip Dakin of Kroll
Advisory Ltd, were appointed as joint administrators on July 23,
2025.
Simmons Old operated public houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR
Its principal trading address is at 233A Old Street, London, EC1V
9HE.
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 No: 020 7089 4700
Alternative contact: Atif Farooqi
TAURUS 2025-4: Fitch Assigns 'BB+sf' Final Rating to Class E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Taurus 2025-4 UK DAC's notes final
ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Taurus 2025-4 UK DAC
Class A XS3130015046 LT AAAsf New Rating AAA(EXP)sf
Class B XS3130015129 LT AAsf New Rating AA(EXP)sf
Class C XS3130015392 LT A-sf New Rating A-(EXP)sf
Class D XS3130015475 LT BBBsf New Rating BBB(EXP)sf
Class E XS3130015558 LT BB+sf New Rating BB+(EXP)sf
Transaction Summary
The transaction is a 95% securitisation of a GBP227.3 million
commercial real estate loan originated by Bank of America to
GoldenTree entities to support the refinancing of a portfolio
comprising 36 assets across the UK. The term loan is a three-year
facility with two one-year extensions, which represents a 65%
loan-to-value (LTV) based on a third-party valuation of GBP349.7
million. The originator retains 5% of liabilities transferred to
the issuer, in the form of an issuer loan, pari passu with the
notes.
KEY RATING DRIVERS
Creditor-Friendly Structure: The loan limits adverse selection
risk, with release pricing for the core retail and logistics assets
(around 80% of the collateral) set at the higher of 120% of the
allocated loan amount (ALA) and 65% of net disposal proceeds (in
the first three years, the office and 'non-core' assets can be
disposed of at the ALA ). In addition to cash trap triggers, the
borrower covenants to maintain debt yield above 8% (10.4% from year
two) and the LTV below 77.1 (74.6% after year 2), where any breach
not remedied within 15 days will result in a loan default, trigger
sequential principal repayment and subordinate the class X notes.
Fitch considers this structure to be stronger than in many EMEA
CMBS 2.0 products and applies a one-notch uplift to its ratings on
model-implied results.
Largely Secondary Quality Assets: The portfolio comprises 36
largely secondary quality assets in the UK with a weighted average
(WA) property score of 3.7 and an average build/refurbishment year
of 2008. This is mitigated by geographic and functional
diversification, as well as an income profile including a mix of
rated tenants and well-established SMEs. The portfolio has pockets
of concentration in Birmingham, Edinburgh, and Greater London and
the south east, and includes urban industrial and "mid-box"
logistics estates, which Fitch considers the strongest elements.
There are locally dominant but secondary retail and secondary or
tertiary quality office properties, of typically older
construction, with pockets of vacancy, and located in areas with
weaker demand, as reflected in Fitch's scoring. Fitch has also
applied depreciation assumptions above guidance for certain office
and logistics assets, with assumptions within a range of 15%-35% to
account for information from the valuation.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A lower estimated rental value (ERV) could lead to negative rating
action.
The change in model output that would apply with a 10pp increase in
rental value decline assumptions would imply the following
ratings:
'A+sf' / 'Asf' / 'BBBsf' / 'BB+sf' / 'BBsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Achieving significant rent increases following lease expiries could
lead to positive rating action.
The change in model output that would apply with a 1pp reduction to
cap rate assumptions would imply the following ratings:
'AAAsf' / 'AAAsf' / 'A+sf' / 'Asf' / 'BBB+sf'
KEY PROPERTY ASSUMPTIONS (all weighted by net ERV)
Summarised below are the weighted average rental value decline,
structural vacancy and cap rate assumptions applied in its stable
interest rate model-implied rating (MIR) analysis. The ratings are
up to three notches above the MIR to account for drivers that have
a significant likelihood of being reversed in the near term. This
reflects a structural increase in demand for industrial property as
a result of growing e-commerce as well as the credit enhancing role
of the borrower's financial covenants.
WA depreciation: 16.2%
Fitch Net ERV: GBP28.4 million
'BBsf' WA cap rate: 6.2%
'BBsf' WA structural vacancy: 23.8%
'BBsf' WA rental value decline: 17.5%
'BBBsf' WA cap rate: 6.8%
'BBBsf' WA structural vacancy: 26.8%
'BBBsf' WA rental value decline: 20.6%
'Asf' WA cap rate: 7.6%
'Asf' WA structural vacancy: 29.8%
'Asf' WA rental value decline: 23.8%
'AAsf' WA cap rate: 8.0%
'AAsf' WA structural vacancy: 33.7%
'AAsf' WA rental value decline: 27.1%
'AAAsf' WA cap rate: 8.4%
'AAAsf' WA structural vacancy: 38.1%
'AAAsf' WA rental value decline: 30.5%
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
Taurus 2025-4 UK
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
VICTORIA PLC: Fitch Lowers IDR to 'CCC-' & Puts on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Victoria PLC's Long-Term Issuer
Default Rating (IDR) to 'CCC-' from 'CCC+' and senior secured notes
to 'CCC' from 'B-' with a Recovery Rating of 'RR3'. All ratings
have been placed on Rating Watch Negative (RWN).
The rating actions follow the proposed exchange of Victoria's
existing senior secured notes for new notes. The downgrades reflect
its assessment that Victoria's proposed amend and exchange (A&E)
transaction would constitute a distressed debt exchange (DDE) due
to a significant reduction in terms for its existing creditors and
as it is allowing the issuer to avoid an eventual probable default
according to its criteria.
The RWN reflects the pending outcome of the proposal and the likely
further downgrade of the ratings before they are re-based on the
new capital structure after the DDE.
Key Rating Drivers
Tender Offer Signals Potential DDE: Fitch views the proposed
exchange as a DDE, reflecting that the tender offer could lead to
loss of seniority in the capital structure for some bondholders
along with the removal of covenant protections, which Fitch
considers a material weakening of terms. Fitch believes that the
somewhat coercive nature of the exchange highlights the company's
limited financial flexibility to refinance its 2026 maturities
without default. Fitch may downgrades the rating on the existing
2028 notes further after Fitch has assessed their relative ranking
within the new capital structure after the DDE.
Material Reduction in Terms: Bondholders of the 2026 notes that do
not participate in the tender, as well as most 2028 noteholders,
face the risk of collateral dilution and loss of certain covenant
protections. The terms of the unconsented 2026 notes are expected
to be amended, with maturity extended to August 2031. Following the
tender, and based on consent from bondholders, the existing notes'
covenants would be amended and ranked junior to the new notes.
Limited Financial Flexibility: Subdued operational performance and
ongoing business restructurings have weakened Victoria's liquidity
and financial flexibility. Free cash flow (FCF) for FY25 (financial
year ending March) was negative GBP113 million, which is worse than
Fitch's previous expectation of a GBP100 million outflow. Fitch
forecasts negative FCF from FY26 to FY29, as higher interest costs
offset EBITDA improvement.
High Leverage: Fitch expects Fitch-adjusted EBITDA gross leverage
to remain high, at 9.5x at end-FY26 due to weaker demand and
increased debt. The proposed refinancing will increase gross debt,
as Fitch anticipates the GBP75 million term loan component of the
revolving credit facility (RCF) will be fully drawn, in addition to
the payment in kind component of the new notes. Victoria's leverage
profile is consistent with a 'CCC' rating category and Fitch only
expects it to recover to below 7.0x by end-FY28.
Low Customer Concentration, Strong Brand: Victoria's diversified
customer base, which primarily comprises small independent
retailers and has limited exposure to third-party distributors,
results in low customer concentration, with the top 10 customers
accounting for less than 20% of sales. The company has also
established strong brand loyalty, supporting long-term customer
relationships and underpinning business recovery prospects.
Peer Analysis
Victoria has a leading market position in carpets and ceramic
tiles. It is larger than peers like PCF GmbH (CCC+) and comparable
in size with Hestiafloor 2 (Gerflor: B/Positive). However, it
remains far smaller than Mohawk Industries, Inc. (BBB+/Stable) and
slightly smaller than Tarkett Participation (B+/Positive). Gerflor
demonstrates superior geographical diversification than Victoria,
but both companies maintain high exposure to Europe, including the
UK.
Tarkett benefits from broader geographical diversification. Similar
to many building product companies, Victoria has limited market
diversification, with a predominantly residential focus, whereas
Tarkett and Gerflor have greater exposure to commercial real estate
markets.
Victoria's forecast EBITDA margins remain higher than those of
Tarkett (7%-8%), benefiting from a more focused product mix and
less exposure towards the lower-margin North American subsector.
However, Victoria's EBITDA margins lag those of Gerflor, which
benefits from strong market diversification and a specialised
product mix. Victoria's EBITDA leverage is projected to be 9.5x by
FYE26, which is substantially higher than Gerflor's and Tarkett's.
Key Assumptions
- Proposed exchange offer and refinancing of RCF to be completed in
FY26
- Revenue to decline by 0.6% in FY26 due to subdued demand and then
grow by 2.6% in FY27 and 5-6% annually in FY28 and FY29
- EBITDA margin to improve to 8.2% in FY26 and about 10.5%-12% in
FY27 to FY29, driven by increased volumes and proposed cost savings
plan
- Annual working capital consumption of 0.7% of revenue in FY26 and
broadly neutral during FY27 to FY29
- Capex at 7% of revenue in FY26 and GBP65 million during FY27 to
FY29
- No dividends, mergers and acquisitions or preferential share
redemption over the rating horizon
Recovery Analysis
- The recovery analysis assumes that Victoria would be reorganised
as a going concern in bankruptcy rather than liquidated and
considers the current capital structure.
- Fitch assumes a 10% administrative claim.
- The RCF is fully drawn in a post-restructuring scenario,
according to Fitch's criteria. The factoring line along with some
local facilities are ranked super senior (deducted from estimated
enterprise value). Senior unsecured debt consists of overdraft
facilities and other bank loans, which rank behind senior secured
debt.
- Senior secured notes rank next in the waterfall after the RCF.
- The going concern EBITDA estimate to GBP120 million reflects its
view of a sustainable, post-reorganisation EBITDA upon which Fitch
bases the valuation of the company, also considering the most
recent acquisitions/disposals.
- Fitch uses an enterprise value multiple of 5.5x to calculate a
post-reorganisation valuation, reflecting Victoria's leading
position in its niche markets (soft flooring and ceramic tiles),
long-term relationship with blue-chip and loyal customer base.
- The waterfall analysis output for the senior secured debt (EUR739
million senior secured notes) generated a ranked recovery in the
'RR3' band, indicating an instrument rating of 'CCC'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Steps to completion of the proposed refinancing or imminent
liquidity pressure.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Positive rating action is unlikely, as reflected by the RWN, ahead
of the A&E or other refinancing.
Liquidity and Debt Structure
At end-FY25, Victoria's liquidity was supported by around GBP68
million of readily available cash (net of Fitch-restricted cash for
working capital adjustments) and GBP106 million of an undrawn RCF,
out of a GBP150 million limit. In its revised forecasts, Fitch
expects the company to generate cumulative negative FCF of GBP76
million between FY26 and FY27, with the existing RCF due in
February 2026.
Victoria's debt structure consists of EUR489 million senior secured
notes due August 2026, EUR250 million senior secured notes due
March 2028, the RCF, factoring facilities, and remaining unsecured
loans. Under the new proposal, its debt will comprise approximately
GBP534 million of new notes due July 2029, while the repayment of
the remaining 2028 notes amounting GBP143 million will be due in
March 2028 and the unconsented 2026 notes (if any) will be amended
to August 2031. Victoria will also raise a new GBP130 million super
senior facility (including a GBP75 million term loan and the
remainder revolving credit), maturing in January 2030 which will be
used to repay the outstanding RCF and for general corporate
purposes.
Issuer Profile
Victoria is an alternative investment market-listed UK-based
company designing, manufacturing and distributing flooring products
including carpet, ceramic tiles, underlay, luxury vinyl tiles,
artificial grass and flooring accessories.
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
----------- ------ -------- -----
Victoria PLC LT IDR CCC- Downgrade CCC+
senior secured LT CCC Downgrade RR3 B-
WIDEGATE STREET: Kroll Advisory Named as Joint Administrators
-------------------------------------------------------------
Widegate Street Bar 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-2025-005013, and Benjamin John Wiles and Philip
Dakin of Kroll Advisory Ltd, were appointed as joint administrators
on July 23, 2025.
Widegate Street operated public houses and bars.
Its registered office is at 120 Charing Cross Road, 3rd Floor,
London, WC2H 0JR.
Its principal trading address is at 21 Widegate St, London, E1
7HP.
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 No: 020 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,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2025. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Peter Chapman at 215-945-7000.
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