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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Thursday, September 11, 2025, Vol. 26, No. 182
Headlines
D E N M A R K
WS AUDIOLOGY: Moody's Assigns First Time 'B3' Corp. Family Rating
I R E L A N D
HAYFIN EMERALD II: Moody's Affirms B3 Rating on EUR10.8MM F Notes
INVESCO EURO XVI: S&P Assigns Prelim B- (sf) Rating to F Notes
I T A L Y
CEME SPA: S&P Affirms 'B' ICR on Proposed Refinancing
L U X E M B O U R G
OSTREGION INVESTMENTGESELLSCAFT: Moody's Affirms 'B1' Ratings
N E T H E R L A N D S
PENTA TECHNOLOGIES: S&P Assigns 'B+' Long-Term ICR, Outlook Stable
P O L A N D
INPOST SA: Moody's Upgrades CFR to Ba1, Alters Outlook to Stable
S W E D E N
ASSEMBLIN CAVERION: S&P Ups ICR to 'B+' on Successful Integration
S W I T Z E R L A N D
ARCHROMA HOLDINGS: Moody's Cuts CFR to B3, Outlook Remains Negative
U N I T E D K I N G D O M
BOOTS GROUP: S&P Assigns 'B+' Long-Term Ratings, Outlook Stable
EVOKE PLC: S&P Rates GBP516MM Equivalent Senior Secured Notes 'B-'
GALLOWGLASS SECURITY LIMITED: Small Business Named as Administrator
GALLOWGLASS SECURITY: Small Business Named as Administrators
KAJARIA-UKP LTD: Quantuma Advisory Named as Administrators
UNITED HEALTHCARE: Moody's Cuts Rating on GBP138.4MM Bonds to B1
ZEST FOOD SERVICE: Cirrus Professional Named as Administrator
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D E N M A R K
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WS AUDIOLOGY: Moody's Assigns First Time 'B3' Corp. Family Rating
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Moody's Ratings has assigned a first-time B3 long-term corporate
family rating and B3-PD probability of default rating to WS
Audiology A/S (WSA or the company), the indirect subsidiary of WSA
A/S, a global manufacturer of hearing aid devices. In addition,
Moody's assigned B3 instrument ratings to the new EUR1,900 million
senior secured term loan B7 and the new $1,076.8 million senior
secured term loan B8, both due in February 2029 and borrowed by WS
Audiology A/S and the $1,076.8 million senior secured term loan B8
co-borrowed by its direct subsidiary WS Audiology USA II LLC. The
B3 rating of the EUR350 million senior secured revolving credit
facility (RCF) due in August 2028 borrowed by Auris Luxembourg III
S.a r.l. is unaffected and will be transferred under WS Audiology
A/S. The outlook is positive.
At the same time, Moody's have withdrawn the B3 long-term CFR and
the B3-PD PDR of Auris Luxembourg II S.A. as these ratings have
been assigned at the new parent company of the restricted group, WS
Audiology A/S, following changes to the WSA group legal structure.
The B3 ratings on the existing senior secured term loans due in
February 2029 borrowed by Auris Luxembourg III S.a r.l., will be
withdrawn as these instruments are no longer outstanding.
RATINGS RATIONALE
WSA's B3 rating reflects Moody's expectations that the company's
EBITDA will grow over the next 12 months, supporting a gradual
strengthening of its credit metrics. Moody's anticipates an
improvement in these metrics by the end of fiscal year ending
September 2025 (fiscal 2025). Specifically, Moody's expects
Moody's-adjusted debt-to-EBITDA to decline toward 6x from the
still-elevated level of 6.7x recorded over the 12 months ended June
2025. Interest coverage (EBITA to interest) is projected to improve
toward 2x in fiscal 2025, while free cash flow (FCF) is expected to
turn positive, driven by margin expansion and a lower interest
burden following the company's recent debt repricings.
During the first nine months of fiscal 2025, WSA generated revenue
of EUR1,958 million, reflecting flat organic growth compared to
+11% in the same period last year. The softer performance was
largely attributable to weaker-than-expected Q3 results, impacted
by a volatile market environment that weighed on consumer
confidence. Additionally, the company's strategic streamlining of
its customer base to support margin improvement, combined with a
tough year-on-year comparison—given the 12% organic growth in Q3
last year driven by a major product launch—further constrained
growth. Despite topline pressures, WSA's company-adjusted EBITDA
margin rose from 16.8% in the year-to-date period ending June 2024
to 17.6% in the same period of 2025, supported by disciplined cost
management and the successful implementation of margin improvement
initiatives.
Despite this improvement in profitability, leverage remained at the
higher end of the guidance for a B3 rating at 6.7x as of end June
2025. In the next 12 months, Moody's anticipates EBITDA expansion
to outpace revenue growth due to several cost improvement
initiatives implemented late last year. These initiatives,
including reducing costs of returns and repairs, optimizing
indirect procurement, driving price increases, and transforming the
R&D structure by extracting synergies between the Widex and Signia
platforms, are expected to contribute EUR100 million to EBITDA in
the next three years.
Moody's expects Moody's-adjusted FCF to turn positive in fiscal
2025, reaching around EUR50-80 million, and to improve to
EUR110-180 million in fiscal 2026. The improved cash flow
generation will be driven by EBITDA growth and lower debt servicing
payments following the two repricing transactions completed over
the past 12 months. This will translate into a Moody's-adjusted
FCF/debt in the low to mid-single digits percentages by the end of
fiscal 2026.
The rating action also reflects Moody's expectations that the
company will continue to successfully implement its cost
improvement initiatives and focus on deleveraging in the next 12
months. Successfully delivering on these cost initiatives,
improving margins and FCF, and establishing a track record of good
performance are essential factors for further upward rating
changes.
The rating continues to be supported by the company's prominent
position in the global hearing aid market; its operations in a
low-cyclical demand industry with steady growth; its strong
diversification across geography with a presence on all continents;
its various distribution channels to end users including retail
chains, independent dispensers, and public-sector bodies; and its
diversified brand portfolio with a wide range of technologies.
Conversely, the rating reflects WSA's ratings are constrained by
its still weak, albeit improving, credit metrics. It also
incorporates risks associated with technological advancements,
pricing competition and the risk of debt funded acquisitions which
could delay deleveraging.
LIQUIDITY
WSA's liquidity is good. As of June 30, 2025, it had EUR92 million
of cash and EUR183 million available under the EUR350 million
revolving credit facility. In the next 12-18 months, Moody's
forecasts annual FCF generation in a range of EUR50 to EUR100
driven by EBITDA growth and lower interest costs. The RCF includes
a springing secured net leverage covenant set at 9.17x, tested only
when the RCF is drawn above 40%. Moody's estimates sufficient
capacity in the covenant in case the RCF is used.
STRUCTURAL CONSIDERATIONS
The new senior secured term loans and the senior secured revolving
credit facility are rated B3, in line with the CFR. The B3-PD PDR,
in line with the B3 CFR, reflects Moody's 50% family recovery
assumption. The instruments share the same security package, rank
pari passu and are guaranteed by a group of companies representing
at least 80% of the consolidated group's EBITDA. The security
package, consisting of shares, bank accounts and intragroup
receivables, is considered limited.
OUTLOOK
The positive outlook reflects the expected improving trajectory of
the company's key credit metrics over the next 12 months, driven by
cost improvement initiatives and continued mid-single digit revenue
growth, with leverage expected to reduce towards 6x, FCF to debt to
increase towards 5% and interest cover ratio to improve towards 2x
in the next 12 months.
The positive outlook on the ratings can be stabilized if in the
next 12 months the company fails to deliver on its business plan
objectives, including steady margin improvements, leverage
reduction, positive FCF generation and improvement in interest
coverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if WSA continues to uphold its leading
market position and it continues to improve its credit metrics with
Moody's-adjusted debt/EBITDA decreasing below 6.0x,
Moody's-adjusted EBITA to interest expense improving above 2.0x,
and Moody's-adjusted FCF to debt improving above 5%, all on a
sustained basis.
Downward rating pressure could materialize if WSA experiences a
decline in its market position or fails to maintain
Moody's-adjusted debt to EBITDA below 7.0x on a sustained basis,
Moody's-adjusted EBITA to interest does not improve to above 1.25x,
WSA generates negative free cash flow, or experiences a
deterioration in liquidity.
RATING METHODOLOGY
The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
WSA is among the global leaders in the hearing aid industry and
operates in over 125 countries. The company is privately owned by
the TA¸pholm and Westermann families, the Lundbeck Foundation,
EQT-managed funds and Athos KG, a German healthcare focused single
family office, that recently joined WSA as a minority shareholder
on April 2025. In the last twelve months ended June 2025, WSA
generated EUR2,617 million in revenue and EUR458 million in company
reported EBITDA.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
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I R E L A N D
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HAYFIN EMERALD II: Moody's Affirms B3 Rating on EUR10.8MM F Notes
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Moody's Ratings has upgraded the ratings on the following notes
issued by Hayfin Emerald CLO II DAC:
EUR33,200,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aa1 (sf); previously on May 27, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aa1 (sf); previously on May 27, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR14,800,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on May 27, 2021
Definitive Rating Assigned A2 (sf)
EUR10,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on May 27, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR244,000,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on May 27, 2021 Definitive
Rating Assigned Aaa (sf)
EUR26,800,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on May 27, 2021
Definitive Rating Assigned Baa3 (sf)
EUR22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on May 27, 2021
Definitive Rating Assigned Ba3 (sf)
EUR10,800,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on May 27, 2021
Definitive Rating Assigned B3 (sf)
Hayfin Emerald CLO II DAC, issued in April 2019 and refinanced in
May 2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Hayfin Emerald Management LLP. The
transaction's reinvestment period ended in August 2025.
RATINGS RATIONALE
The upgrades on the ratings on the Classes B-1, B-2, C-1 and C-2
notes are primarily a result of the benefit of the transaction
having reached the end of the reinvestment period in August 2025.
The affirmations on the ratings on the Classes A, D, E and F notes
are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodologies
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR395.4m
Defaulted Securities: EUR2.6m
Diversity Score: 56
Weighted Average Rating Factor (WARF): 2928
Weighted Average Life (WAL): 4.3 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.66%
Weighted Average Coupon (WAC): 2.81%
Weighted Average Recovery Rate (WARR): 43.35%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Moody's notes that the August 2025 trustee report was published at
the time Moody's were completing Moody's analysis of the July
2025[1] data. Key portfolio metrics such as WARF, diversity score,
weighted average spread and life, and OC ratios exhibit little or
no change between these dates. Moody's carried out additional
analysis that showed that the decrease in performing par balance
and increase in principal proceeds of EUR6.7m has no material
impact on the outcome.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes'performance is subject to uncertainty. The
notes'performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
INVESCO EURO XVI: S&P Assigns Prelim B- (sf) Rating to F Notes
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S&P Global Ratings assigned its preliminary credit ratings to
Invesco Euro CLO XVI DAC's class A, B, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.
The reinvestment period will be approximately 5.08 years, while the
noncall period will be two 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 preliminary 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 S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,791.72
Default rate dispersion 481.58
Weighted-average life (years) 4.19
Weighted-average life (years) extended
to cover the length of the reinvestment period 5.08
Obligor diversity measure 117.00
Industry diversity measure 24.48
Regional diversity measure 1.21
Transaction key metrics
Total par amount (mil. EUR) 450.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 136
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Target 'AAA' weighted-average recovery (%) 36.93
Actual weighted-average spread (net of floors; %) 3.91
Actual weighted-average coupon (%) 3.25
S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'.
"We expect the portfolio to be well-diversified on the closing
date, 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 modeled the target weighted-average
spread of 3.91%, the target weighted-average coupon of 3.25%, and
the target weighted-average recovery rates at all rating levels
calculated in line with our CLO criteria for all classes of notes.
We applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"Under our structured finance sovereign risk criteria, we expect
the transaction's exposure to country risk to be sufficiently
mitigated at the assigned preliminary ratings.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher preliminary ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from the effective date, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings assigned to the notes."
The class A and F notes can withstand stresses commensurate with
the assigned preliminary ratings.
S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
preliminary ratings are commensurate with the available credit
enhancement for the class A, B, C, D, E, and F notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with our benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average.
For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities.
Invesco Euro CLO XVI 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.
Invesco CLO Equity Fund 6 LLC will manage the transaction.
Ratings
Prelim. Prelim. Amount Credit
Class rating* (mil. EUR) enhancement (%) Interest rate§
A AAA (sf) 279.00 38.00 Three/six-month EURIBOR
plus 1.36%
B AA (sf) 48.40 27.24 Three/six-month EURIBOR
plus 2.10%
C A (sf) 25.90 21.49 Three/six-month EURIBOR
plus 2.60%
D BBB- (sf) 33.70 14.00 Three/six-month EURIBOR
plus 3.60%
E BB- (sf) 19.10 9.76 Three/six-month EURIBOR
plus 6.50%
F B- (sf) 14.60 6.51 Three/six-month EURIBOR
plus 8.74%
Sub notes NR 33.90 N/A N/A
*The preliminary ratings assigned to the class A and B notes
address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class C, D, E, and F notes
address ultimate interest and principal payments.
§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.
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I T A L Y
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CEME SPA: S&P Affirms 'B' ICR on Proposed Refinancing
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S&P Global Ratings affirmed its 'B' ratings on Italy-based CEME SpA
and its senior secured notes, including the currently proposed
add-on. The recovery rating on the notes is '4', indicating average
recovery (rounded estimate: 40%) prospects in the event of payment
default.
The stable outlook reflects S&P's expectations that CEME's S&P
Global Ratings-adjusted debt to EBITDA will decrease to below 6x on
a sustained basis by 2026, EBITDA margins will improve to above 20%
in 2026, and its funds from operations (FFO) cash interest coverage
ratio will be sustainably above 2.0x.
CEME SpA plans to issue a EUR75 million fully fungible tap to the
EUR360 million senior secured floating rate notes due 2031. The
proceeds will be used to finance the EUR35 million planned
acquisition of China-Based Ningbo JLT, add about EUR35 million to
cash on balance sheet, and cover transaction costs of about EUR5
million. CEME manufactures valves and pumps for home coffee
machines.
Pro forma the transaction, the increase in debt will only be
partially compensated by the increase in EBITDA from the JLT
acquisition. S&P said, "We have also revised down our 2025 EBITDA
projections, as we have raised estimates for non-recurring expenses
and raw material costs. As a result, we now expect S&P Global
Ratings-adjusted debt to EBITDA to be 7.1x at year-end 2025 (7.6x
at year-end 2024). This compares with our previous expectations of
below 6x when we assigned the 'B' rating in December 2024."
S&P said, "However, we expect this deviation to be only temporary,
as continued organic growth and the phase-in of identified
synergies should result in significant EBITDA growth in 2026 and in
leverage declining to below 6x by year-end 2026. We also expect
free operating cash flow (FOCF) will remain positive in both 2025
and 2026.
"The increased amount of debt following the proposed transaction
will temporarily reduce CEME's headroom under the 'B' rating. Pro
forma the transaction, CEME's new capital structure will comprise
the upsized EUR435 million senior secured notes and about EUR13
million of local lines, resulting in a moderate debt increase
compared with when we first assigned the rating. Including our
adjustments, mainly for lease liabilities and factoring, we now
expect year-end 2025 S&P Global Ratings-adjusted gross debt will be
EUR500 million (assuming no use of its revolving credit facility
(RCF)), an increase on the EUR441 million we expected when we
assigned the rating (EUR431 million at year-end 2024).
"In addition, despite including the pro forma contribution of EUR4
million of EBITDA from JLT, we have revised our 2025 adjusted
EBITDA forecast down, mainly due to higher-than-expected one-off
costs, rising copper prices, and some adverse price effects to lock
strategic customers into medium-term contracts. This should result
in S&P Global Ratings-adjusted EBITDA of 7.1x in 2025, compared
with our previous expectations of 5.7x. At the same time, we expect
the realization of identified synergies (quantified by the company
at EUR18.5 million achievable by 2026, as of June 30, 2025) and
organic growth to drive a material increase in absolute EBITDA in
2026 and support deleveraging. We consequently forecast debt to
EBITDA of 5.7x by year-end 2026.
"Under our revised base case, we expect CEME's pro forma revenue
will reach about EUR380 million in 2025 and EUR396 million in 2026.
This is underpinned mainly by estimated organic growth of about 7%
in 2025 and 4% in 2026 and the pro forma contribution of Ningbo JLT
of about EUR15 million per year. In terms of organic growth, home
single-serve coffee is expected to be the primary growth driver in
2025. This is thanks to the company's further consolidation in the
market, with increasing volumes secured with key clients and
expansion in the fast-growing Asia-Pacific market, which accounted
for 32% of CEME's total revenue in the first half of 2025 (27% as
of June 30, 2024).
"The demand for coffee machines should continue to benefit from
trends such as growing urban populations in developing regions.
Furthermore, we expect it to benefit from a shift in consumer
preference toward specialty and gourmet coffee varieties and the
increasing penetration of fully and semi-automatic machines
requiring a larger number of pumps and valves. In addition, the
acquisition of JLT will strengthen CEME's presence in Asia-Pacific
and broaden its product portfolio thanks to JLT's complementary
product range. As well as solenoid valves, JLT produces water
pumps, air valves, electromagnetic pumps and diaphragm pumps.
"In addition to revenue expansion, profitability improvements
should be supported by more tangible benefits from synergies in
2026. CEME is now targeting EUR18.5 million of run-rate synergies
by 2026, in addition to those already achieved since 2024. These
are based on initiatives already implemented or underway, including
the insourcing of plastic components, the launch of new products
with fewer copper components (and thus lower raw-material cost),
the streamlining of its corporate structure, and the relocation of
some activities to lower costs countries. We project still-elevated
non-recurring costs of about EUR12 million in 2025, amid ongoing
synergy identification.
"Combined with a negative price effect and higher copper prices,
this leads us to expect less of an improvement in adjusted EBITDA
margins than we previously anticipated, at 18.5% in 2025 versus our
previous expectation of 22%. However, with the material phase-in of
synergies targeted for 2026 and non-recurring costs projected to
decline to about EUR5 million, we anticipate S&P Global
Ratings-adjusted EBITDA margins will expand further to 22.1% in
2026.
"We continue to expect CEME's FOCF to remain positive, at about
EUR5 million-EUR10 million in 2025 and about EUR25 million-EUR30
million annually from 2026. This should result from improving
profitability levels, and relatively limited projected working
capital needs of EUR4 million-EUR6 million per year, thanks to
CEME's improvements in pricing and payment terms with its
suppliers, partly offsetting higher volumes and business needs. In
terms of capital expenditure (capex), we now expect an adjusted
capex-to-revenue ratio of about 3%-3.5% per year (2.6% in 2024).
This will be driven by the company's expansion plan in Asia-Pacific
(including a new plant in Indonesia) and, amid the synergies
identified, intensified investments in energy efficiency
initiatives and the expansion of the facility in Mexico.
"We expect the group will continue to grow organically and through
bolt-on acquisitions. Pro forma the refinancing and the JLT
acquisition, CEME will have a meaningful cash balance of EUR78
million, which we expect could use for additional small
acquisitions, as the company wants to further consolidate further
its position in the coffee-machine segment while expanding into
other segments and regions. In our base case, we expect bolt-on
acquisitions of about EUR10 million-EUR20 million per year over the
next few years, which we believe the company can comfortably fund
through existing excess cash and future cash generation. However,
more aggressive acquisition strategy that translates into further
debt issuance or a higher tolerance for leverage could put pressure
on our rating if not offset by EBITDA growth.
"The stable outlook reflects our expectations that CEME will make
further progress on realizing synergies and organic growth, such
that by 2026 its S&P Global Ratings-adjusted debt to EBITDA
decrease to below 6.0x and its EBITDA margin improves to above 20%.
We also expect positive FOCF and FFO cash interest coverage
sustainably above 2.0x."
S&P could lower the rating if:
-- CEME's debt to EBITDA does not return to below 6x by the end of
2026, due to operating performance or benefits from the realization
of synergies that materially deviate from its base case, or if the
company undertakes material debt-funded acquisitions or dividend
distributions;
-- FOCF turns negative with no prospect of recovery; or
-- FFO cash interest coverage remains below 2.0x.
S&P sees limited upside in the next two years, considering the
limited scale and scope of CEME compared with higher-rated peers
and due to CEME's relatively high indebtedness. It could raise the
rating if:
-- CEME substantially improves its revenue base and end-market
exposure, while maintaining its current margin profile;
-- Debt to EBITDA improves and remains consistently below 5x,
supported by a commensurate financial policy; and
-- FOCF remains positive, translating into FOCF to debt
sustainably between 5% and 10%.
===================
L U X E M B O U R G
===================
OSTREGION INVESTMENTGESELLSCAFT: Moody's Affirms 'B1' Ratings
-------------------------------------------------------------
Moody's Ratings has affirmed the underlying and backed B1 ratings
of the EUR425 million senior secured bonds (the Bonds) and the
EUR350 million senior secured European Investment Bank loan (the
EIB Loan) raised by Ostregion Investmentgesellschaft Nr.1 S.A. (the
Issuer). The outlook remains stable.
In December 2006, Bonaventura Straßenerrichtungs-GmbH (ProjectCo)
entered into a 32 year concession agreement (CA) with the national
motorway authority Autobahnen-Und Schnellstrassen Finanzierungs
(Asfinag, Aa1 negative) to develop, construct, finance, operate and
maintain four motorway sections with a total length of 52
kilometers (km) to the north of Vienna, Austria (the Project). To
finance the construction works, the Issuer entered into the EIB
Loan and issued the Bonds and then on-lent the proceeds to
ProjectCo. Construction was completed in January 2010.
RATINGS RATIONALE
The ratings are supported by (1) the long-term concession agreement
(CA) that ProjectCo entered into with Asfinag to plan, develop,
construct and operate the concession route; (2) approximately 70%
of revenues being availability-based payments, which are not
exposed to traffic risk; (3) the banding mechanism for shadow toll
traffic payments and the traffic guarantee mechanism under the CA
which provides some mitigation against traffic reductions; and (4)
the Issuer's strong liquidity position with close to EUR75 million
in cash reserves.
At the same time, the ratings are constrained by (1) significantly
lower shadow toll revenues than expected at financial close in
2007; (2) the Issuer's high leverage, with annual debt service
cover ratios (ADSCRs) expected, at times, to breach the 1.05x
default level over the remaining debt tenor under Moody's base case
yielding minimum and average DSCRs of 1.00x and 1.05x respectively;
and (3) the mark to market (MTM) on the Issuer's super senior
interest rate swap that may limit recovery for senior debt
creditors in a debt acceleration scenario.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects Moody's expectations that (1) the
Issuer will be able to fully pay debt service despite lower actual
or projected traffic volumes; and that (2) the controlling
creditors, the European Investment Bank (EIB, Aaa Stable) and Ambac
Assurance UK Ltd (Ambac UK, unrated), will waive any possible
financial ratio defaults and will not take any action that could
result in the termination of the CA.
The Bonds and the EIB Loan benefit from financial guarantees of
scheduled principal and interest under insurance policies that
Ambac UK issued. Because Moody's no longer rate Ambac UK, the
ratings do not factor in any benefit from the guarantees.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure may arise if shadow toll revenues were to
materially improve or operating costs reduce so that Moody's
expects the project´s ADSCR to be above 1.10x over the remaining
term of the Bonds.
Conversely, Moody's could downgrade the rating if: (1) the Issuer
needs to make significant drawings from its cash reserves; or (2)
shadow toll revenues are weaker than the updated projections, or
costs are higher, leading to actual and projected ADSCRs close to
1.00x on a continuous basis.
The principal methodology used in these ratings was Privately
Managed Toll Roads published in December 2022.
The assigned B1 rating is two notches lower than the Ba2
scorecard-indicated outcome, due to the very weak financial metrics
projected under Moody's base case, which include multiple instances
of breaching the 1.05x default covenant. However, as previously
mentioned, Moody's expects controlling creditors to waive any
defaults.
=====================
N E T H E R L A N D S
=====================
PENTA TECHNOLOGIES: S&P Assigns 'B+' Long-Term ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
on Penta Technologies B.V. and its 'B+' issue rating on the TLB.
The '3' recovery rating reflects its expectations of a meaningful
recovery (50%-70%; rounded estimate 60%) in the event of a
default.
The stable outlook reflects S&P's view that Unica will report solid
earnings growth fueled by favorable industry trends in health,
safety, and sustainability supporting organic revenue growth of
5%-6% annually and bolt-on acquisitions. This will underpin
adjusted debt to EBITDA of 4.5x-4.0x (4.0x to 3.5x excluding the
vendor loan) and positive free operating cash flow (FOCF) of about
EUR25 million (excluding transaction costs) in 2025 increasing to
about EUR75 million in 2026.
Unica refinanced its existing capital structure and distributed
cash to shareholders. The company refinanced EUR247 million
existing debt and distributed EUR156 million to shareholders by
raising a senior secured EUR410 million TLB due June 2032. Unica
also raised a EUR150 million RCF (undrawn at the close of
transaction) due Dec. 2031, and a EUR30 million guarantee facility
due Dec. 2031. S&P said, "We forecast Unica's adjusted debt to
EBITDA at 4.4x (4.0x excluding the vendor loan) in 2025 declining
to 4.2x (3.8x excluding the vendor loan), thanks to growth in
EBITDA. We note that financial sponsor Triton Partners, that has
owned the company since 2017, provided part of the equity in the
form of preference shares at an entity above Unica--which flows
down to Unica as common equity. We exclude this financing from our
financial analysis as we think that it will act as loss-absorbing
or cash-conserving capital in times of stress. We treat the vendor
loan provided by the minority shareholder (the Van Vliet family) as
debt."
Stable revenue growth due to a high contribution from maintenance
and renovation. Unica generates about two-thirds of its revenue
from maintenance and renovation, which are more resilient to the
level of economic activity compared to new build construction. This
is because maintenance (heating, ventilation, and air conditioning;
and sanitary systems) generally cannot be postponed. In addition,
increasing regulations around safety and implementation,
maintenance of advanced access, and security systems also support
recurring revenues (about 73% of revenues). Earnings stability and
customer retention can be seen through:
-- Direct negotiations contributing 75% of its contracts: 60% of
top 50 clients with a tenure of more than 10 years, and 84% of
clients with an average of more than a three-year relationship;
-- The declining contribution from more volatile generic large
project business, about 18% of revenue in 2024 compared to 33% in
2017;
-- About 50% of revenues stemming from less-cyclical semipublic
organizations e.g., schools and health care providers; and
-- No exposure to the relatively volatile residential sector.
The order book of EUR0.9 billion as of December 2024 and more than
60% of revenues being generated from contracts of more than one
year (compared to less than 50% for VDK Groep B.V. (VDK) support
revenue visibility.
Favorable industry trends underpin solid organic revenue growth.
Increasing from a smaller base, Unica's organic revenue growth was
6%-8% annually in 2018-2024, ahead of the about 4% market growth
and approximately 5% each for peers like VDK and TSM II LuxCo 21
Sarl (TSM). S&P's forecast of 5%-6% organic revenue growth in 2025
and 2026 is influenced by increasing focus on sustainability,
energy transition, and efficiency, safety, smart building solutions
(air quality, fire safety, and access and security), and
digitalization trends. The specialty services segment (fire safety,
energy solutions, building intelligence, ICT solutions, access and
security, datacenters, and industry solutions) complements building
services and the building project segments providing opportunities
for cross-selling particularly in the context of increasing
technological complexity of buildings. Unica is strategically
increasing its presence in specialty services (about 45% of revenue
in 2024 compared with 35% in 2017) both organically and through
mergers and acquisitions (M&As) as growth in this segment is fueled
by increasing regulations around safety, and sustainable buildings
technical installation.
Unica has a track record of successfully integrating bolt-on
acquisitions. Like its peers, Unica has pursued M&A to increase its
density and portfolio of services. The company operates a
decentralized business model with each cluster operating as an
independent business unit, maintaining local autonomy and in
certain cases, branding, and it has closed 21 acquisitions since
2019. The profitability of the acquisitions follows the J-curve
with a temporary increase in costs from uplifting local company's
management, staff, and functions to Unica's standard. The company
acquired MPL Group during the first quarter of 2025 and for the
remaining year, we assume EUR30 million in acquisitions (funded by
cash on balance sheet) mainly in the building services
segment--including an earnout payment of EUR4.7 million. For 2026,
we assume an about EUR58 million (includes a EUR6.0 million earnout
payment) investment in acquisitions (partially debt-funded), mainly
in the higher margin specialty services segment.
Healthy EBITDA margins and modest capital expenditure (capex)
support cash flow generation. Labor and materials are the two most
significant items in Unica's cost structure and based on the
indexation for both in most of their contracts and any additional
work on a cost-plus basis, reflects the company's ability to pass
on cost inflation. Continued gradual improvement in EBITDA margins
since 2021 demonstrate this. With an S&P Global Ratings-adjusted
EBITDA margin of 12%-13%, Unica is placed favorably among facility
management services providers like Apleona Group GmbH, Assemblin
Caverion Group AB, and TSM but behind its direct peers VDK and
Infragroup Bidco S.a.r.l. Unica benefits from structurally negative
working capital with upfront payments based on milestones for large
projects. However, this has also added volatility in the recent
years due to the timing of large projects. S&P expects working
capital to gradually normalize resulting in an outflow of EUR38
million in 2025 and EUR3 million in 2026. The company has modest
capex requirements and plans to invest about EUR20 million-EUR22
million (about 2% of revenues of which about 1.0%-1.3% is
maintenance capex) including growth capex toward the digitalization
of the business. This, combined with a one-time transaction-related
cost of EUR10 million (funded from the proceeds from the
transaction), will drive FOCF of about EUR15 million (EUR25 million
excluding transaction costs) in 2025 and about EUR75 million in
2026.
S&P said, "Unica's small scale of operations, geographic
concentration, and operations in a highly fragmented market
restrict our business risk profile. Unica is one of the largest
technical services providers in the Netherlands but operates in a
fragmented market where the top 10 technical services providers
accounted for a combined market share of 35% in 2024. With EUR937
million of reported revenue and EUR114 million of EBITDA in 2024
Unica's scale of operations has increased significantly over the
years. However, we view Unica's scale of operations as small
compared to larger facility management companies like Apleona and
Assemblin Caverion (both generated about EUR4.0 billion in
revenues). The company's operations are predominantly in the
Netherlands. In our view, this makes Unica less resilient compared
with larger, more geographically diversified peers. While the
company has moderate client concentration with the top 10 clients
contributing about 23% of revenues, there is some concentration in
subsegments e.g., the top 10 clients in datacenters contribute 70%
of revenues, the top 10 clients contribute 60% in industry
solutions, and the top 10 clients contribute 50% of revenues in
energy solutions."
S&P said, "Our rating on Unica is constrained by financial sponsor
ownership and policy. We forecast adjusted debt to EBITDA of 4.4x
(4.0x excluding the vendor loan) in 2025 declining to 4.2x (3.8x
excluding the vendor loan) in 2026 primarily due to EBITDA
expansion. We have not factored in any additional returns to
shareholders and assume that Unica will pursue three to five
bolt-on acquisitions annually, utilizing both cash and debt while
maintaining about EUR60 million cash on balance sheet. Our
financial risk assessment reflects our view of financial sponsor's
leverage tolerance. We note that the debt documentation allows the
company to raise meaningful additional debt up to reported 7.0x
total net leverage (compared to opening reported total net leverage
of 3.1x). We view the substantial equity (one-third) ownership by
the minority shareholder (the Van Vliet family and management), the
favorable forecast leverage compared with peers, and the solid cash
flow generation as partial mitigants to our opinion of the
company's financial policy.
"The stable outlook reflects our view that Unica will report solid
earnings growth fueled by favorable industry trends in health,
safety, and sustainability supporting organic revenue growth of
5%-6% annually and bolt-on acquisitions. This will underpin
adjusted debt to EBITDA of 4.5x-4.0x (4.0x to 3.5x excluding the
vendor loan); positive FOCF of about EUR25 million (excluding
transaction costs) in 2025 increasing to about EUR75 million in
2026."
S&P could lower the rating on Unica in the next 12 months if it
expects its S&P Global Ratings-adjusted leverage to increase and
remain above 5.0x or its FOCF to weaken, likely because of:
-- A more aggressive financial policy through shareholder returns
or significant debt-funded acquisitions that increase leverage
beyond our projections; or
-- Weaker operating performance due to a slowdown of the Dutch
technical services market and higher exceptional costs to integrate
bolt-on acquisitions.
Although unlikely, S&P could consider taking a positive rating
action if:
-- The financial sponsor commits to a clear financial policy that
targets maintaining leverage below 4.0x; and
-- The company enhances its scale and geographical
diversification, while improving margins and generating solid cash
flows.
===========
P O L A N D
===========
INPOST SA: Moody's Upgrades CFR to Ba1, Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings has upgraded the Poland-based provider of parcel
delivery services InPost S.A.'s (InPost or the company) long-term
corporate family rating to Ba1 from Ba2 and its probability of
default rating to Ba1-PD from Ba2-PD. Concurrently, Moody's
assigned a Ba1 rating to the proposed new EUR750 million backed
senior unsecured notes due 2031, to be issued by the company. The
outlook has been changed to stable from positive.
Net proceeds from the new notes will be used to repay the existing
EUR490 million and PLN500 million backed senior unsecured notes due
in 2027 and to partially repay drawdown under its PLN2,700 million
revolving credit facility (RCF). Moody's will withdraw the existing
EUR490 million and PLN500 million backed senior unsecured notes
upon their full repayment.
"Moody's expects InPost to maintain solid credit metrics for its
rating, thanks to continuous growth of its earnings, mainly driven
by volumes and market share expansions", says Lorenzo Re, Moody's
Ratings Vice President – Senior Analyst and lead analyst for
InPost. "The upgrade also reflects the company's good liquidity
profile, supported by healthy operating cash flows generation, and
its conservative financial policy", added Mr. Re.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
RATINGS RATIONALE
The upgrade of InPost's ratings reflects the consistently strong
operating performance, the improved company's business profile and
Moody's expectations that credit metrics will continue to improve
over the next 12-18 months. InPost continued to outperform the
parcel delivery market, with its parcel volumes increasing by 20%
in the last twelve months ending June 2025, at 1.2 billion parcels.
Growth was supported by the continued expansion of its out-of-home
delivery network. The company's revenue increased by 27%, with
EBITDA reaching PLN3.9 billion (which represents a 32% margin) in
the last twelve months ending June 2025.
Moody's forecasts that InPost revenue will grow by more than 30% in
2025 and by 18-20% in 2026, both organically and thanks to the
contribution of recent acquisitions (Yodel in UK and Sending in
Iberia). These acquisitions support InPost's growth in
international markets, improving the scale and diversification of
its business. While these acquisitions are expected to be slightly
dilutive on the group's margins, Moody's expects InPost's EBITDA to
continue to growth towards PLN4.1 billion in 2025 and PLN5.0
billion in 2026.
The strong improvement in operating performance will accommodate
the increasing capital expenditure, of around PLN3.0 billion per
annum, which will fuel the expansion of the business through the
deployment of new out-of-home points (APMs and PUDO), in coherence
with the company strategy. As a result, Moody's expects that the
company's FCF will remain positive at around PLN200 million in
2025, then growing to PLN0.5 billion- 0.8 billion in the next two
years.
InPost's Moody's-adjusted debt/EBITDA has been constantly improving
from the 3.9x peak in 2021 and reduced to 2.2x in 2024, driven by
EBITDA growth. Moody's expects leverage to remain stable this year,
notwithstanding the acquisitions, and to further reduce to below
2.0x in the next 18 months, on the back of positive earnings
trajectory.
While InPost's strategy includes opportunistic acquisitions to
support organic growth, the company has a prudent financial policy
and targets to reduce net leverage below 2.0x. Moody's expects that
any M&A transactions will happen only if sufficient financial
capacity develops and that possible deviation to financial policy
target will be only temporary. Moreover, Moody's assumes that
acquisitions will be only bolt-on in nature, in order to expand the
company's distribution capacity and its footprint internationally.
The rating also reflects InPost's modest scale and narrow business
focus, compared with those of some of its international peers, and
some degree of customer and geographical concentration, although
this concentration is gradually reducing over time, as
international business grows.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Governance factors are a key consideration in the rating action,
reflecting improvements in financial strategy and risk management,
a consistently conservative financial policy, and good management
credibility supported by a solid track record of executing business
growth while maintaining modest leverage These considerations have
resulted in the company's governance issuer profile score (IPS)
moving to G-2 from G-3 and its Credit Impact Score moving to CIS-2
from CIS-3.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects Moody's expectations that the company
will continue to deliver solid earnings growth, leading to healthy
free cash flow generation and leverage reduction, with its
Moody's-adjusted debt/EBITDA trending below 2.0x through the next
18 months.
LIQUIDITY
InPost's liquidity is good, supported by around PLN900 million cash
as of June 2025 and PLN1.56 billion availability under the PLN2.7
billion revolving credit facility maturing in 2030, both on a
pro-forma basis for the refinancing transaction. Moody's forecasts
InPost to generate operating cash flow of between PLN3.2 billion
and PLN4.0 billion per year in the next two years, which would
cover the increasing capital spending needs – at around PLN3.0
billion per annum – in order to sustain growth. The TLB and RCF
are subject to a maximum net leverage maintenance covenant of 4.25x
and Moody's expects InPost to maintain ample capacity under this
covenant.
STRUCTURAL CONSIDERATIONS
The Ba1 rating on the proposed EUR750 million senior unsecured
notes due 2031 is in line with the CFR, reflecting the fact that
the notes rank pari passu with the rest of the group's senior
unsecured debt, including the PLN1.5 billion Term Loan B and the
PLN2.7 billion revolving credit facility, both due in 2030. The
notes are unsecured and are guaranteed only by certain subsidiaries
(mainly the Polish subsidiaries). The guarantors generated more
than 82% of the group's EBITDA in the last 12 months ended June
2025.
The probability of default rating of Ba1-PD reflects Moody's
assumptions of a 50% family recovery rate, consistent with a debt
structure that includes both bank debt and bonds.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the rating could develop if (1) the company's
continues to grow in international markets, improving both its
geographical and customer diversification; (2) it maintains its
high profitability margins; (3) its Moody's-adjusted debt/EBITDA
decline below 2.0x on a sustained basis; and (4) its free cash flow
generation become materially positive, with Moody's-adjusted
FCF/Debt around high single digits on a sustained basis.
Negative pressure on the rating could develop in case of (1) a
significant deterioration in the company's operating performance,
with its Moody's-adjusted EBIT margin falling towards low-teens in
percentage terms (2) its Moody's-adjusted debt/EBITDA deteriorating
sustainably above 3.0x; (3) its FCF turning negative on a sustained
basis; (4) company will incur in large or transformative M&A deals;
and (5) the company deviates from its current conservative
financial policy.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Surface
Transportation and Logistics published in April 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Headquartered in Poland, InPost S.A. provides delivery services to
e-commerce merchants. The group focuses mainly on out-of-home
parcel delivery through a network of about 53,000 APMs (that is,
lockers) and 35,000 PUDO points across nine countries as of June
2025. InPost employs roughly 10,100 people. In the last twelve
months ending June 2025, the company generated PLN12.4 billion
(EUR2.9 billion) of sales and PLN3.9 billion (EUR0.9 billion) of
EBITDA.
InPost is listed on the Euronext Amsterdam Stock Exchange. The
company's major shareholder is the Czech family-owned investment
holding company PPF Group, with a 28.75% stake. Managers and the
founder hold a 12.5% stake and the private equity firm Advent
around 6.5%.
===========
S W E D E N
===========
ASSEMBLIN CAVERION: S&P Ups ICR to 'B+' on Successful Integration
-----------------------------------------------------------------
S&P Global Ratings raised our issuer credit rating on Assemblin
Caverion Group AB to 'B+' from 'B'. S&P also raised its issue-level
ratings to 'B+' on the senior secured notes totaling EUR1.28
billion. The recovery rating remains unchanged at '3', reflecting
its expectations of meaningful (50%-70%; rounded estimate 55%)
recovery in the event of a payment default.
The stable outlook reflects S&P's expectation that Assemblin
Caverion Group's EBITDA margin will expand above 9% thanks to a
successful integration of the two businesses and significantly
lower exceptional costs, leading to leverage below 5.0x and solid
FOCF generation above SEK2.0 billion over the next 12 months, as
well as an unchanged financial policy that is supportive of the
rating.
Since the merger of Assemblin and Caverion during the first half of
2024, the group is demonstrating a successful integration with a
declining balance of restructuring expenses that supports an
expected EBITDA margin of above 9% by the end of 2025 leading to
sustainably stronger credit metrics despite a challenging market
environment.
S&P anticipates S&P Global Ratings-adjusted debt to EBITDA at 5x
and funds from operations (FFO) to debt above 12% by the end of
2025 and continued solid free operating cash flow (FOCF) generation
of above Swedish krona (SEK)2.0 billion.
S&P said, "The upgrade reflects our expectation of stronger credit
metrics with leverage at 5x and FFO to debt above 12% at year-end
2025, on the back of a successful business integration between
Assemblin and Caverion. During the first six months of 2025,
Assemblin Caverion Group has seen a significant reduction in
exceptional costs to only SEK25 million compared with around SEK1.5
billion (EUR137 million) during 2024, linked to the streamlining of
central functions and IT infrastructure, and the regional
combination of operations in each country as part of the merger.
Reflected by the low balance of exceptional costs during the first
half of 2025, of which none are related to the integration and
restructuring activities of the two companies, we understand that
the execution of those activities concluded in 2024. In our base
case we do not assume significant further restructuring activity,
which supports the significant S&P Global Ratings-adjusted EBITDA
margin expansion to above 9.0% in 2025 versus 5.7% last year. We
forecast broadly flat like-for-like profitability excluding the
merger-related one-off costs."
During the first half of 2025, the group's reported revenue
declined 6.6%, of which 4% was organic, mostly driven by
merger-related closure of unprofitable business, as well as
continued muted demand for project-related work. The group's
adjusted EBITDA margin increased to 7% compared with 6.1%, thanks
to optimized operations on the back of the successful merger
activities last year. S&P said, "In our base case, we expect this
trend to broadly continue in the second half of 2025, partly offset
by some revenue uplift coming from expected new business wins in
the data center and defense sector from which they have seen
increased demand, alongside some bolt-on acquisitions having
contributed about SEK500 million of revenue through 11 acquisitions
so far in 2025. Therefore, we forecast negative revenue growth of
about 3% during 2025, while S&P Global Ratings-adjusted EBITDA
margin is expected to reach 9.2%."
Stronger credit metrics are expected to be maintained in the next
years, thanks a supportive financial policy and an ongoing solid
operating performance. S&P said, "Over the next two years, we are
forecasting leverage to decline toward 4.5x, and FFO to debt to
increase above 13%. FFO cash interest coverage is forecast to stay
comfortably around 3x. The gradual deleveraging will be driven by
modestly organic revenue growth of up to 3% underpinned by growth
in its services segment, new growth verticals linked to data
centers and defense demand, and some bolt-on acquisitions assuming
a yearly spend of about SEK200 million. We expect that demand for
project-related work will stabilize, given weaker conditions over
the last several years have led to a low base of demand already,
albeit we do not assume a significant improvement of project work
in our base case owing to remaining geopolitical and economic
uncertainty. The S&P Global Ratings-adjusted EBITDA margin is
expected to reach 9.5% compared with 9.2% in 2025 due to further
optimization of the combined operations, while benefitting from
improving operating leverage."
S&P said, "The upgrade also rests on a financial policy that we see
as commensurate with a higher rating. We understand the group and
its shareholders' financial policy is to maintain net leverage
comfortably below 4.5x, as defined under the debt documentation/by
the group. While the group could leverage up to 4.5x for mergers
and acquisitions-related transactions, such releveraging would
likely be temporary. This corresponds to a maximum S&P Global
Ratings-adjusted leverage of about 5.5x. This, together with the
track record of leverage tolerance since we initially rated
Assemblin under Triton's ownership, and our view of the group's
enhanced business profile since the merger, is consistent with a
'B+' rating. If we were to see any changes to the group's leverage
tolerance for debt-funded dividends or acquisitions, this could put
pressure on the rating.
"The strong FOCF generation is expected to support ongoing bolt-on
acquisitions to further strengthen existing footprints, while
maintaining ample liquidity. The audited accounts for 2024 (ended
Dec. 31, 2024) do not include the aggregated cash flow statement of
both entities and hence omit one quarter of Caverion financials. We
consequently estimate FOCF was at least positive SEK1.5 billion, as
the combined group benefits from low capital expenditure (capex)
requirements of 0.3%-0.5% of revenue per year and a working capital
profile that benefits from its exposure to project-related work
with a structurally negative working capital profile. We expect
this trend to remain unchanged, with EBITDA growth supporting FOCF
generation of about SEK2.2 billion in 2025 and SEK 2.3 billion in
2026.
"The ample liquidity profile is underpinned by the group's ability
to generate solid positive FOCF, in addition to a fully undrawn
revolving credit facility of SEK2.88 billion and no near-term
maturities after refinancing the capital structure in 2024. Given
the strong FOCF generation and comfortable liquidity position, we
continue to expect small bolt-on acquisitions, in line with its
strategy, to solidify its market position and strengthen existing
footprints. We currently assume around SEK200 million of
acquisition spend per year but would expect that this amount may be
higher in case of suitable targets that could strengthen the
business. However, we currently do not foresee any further
transformational acquisitions after the merger last year.
"The stable outlook reflects our expectation that Assemblin
Caverion Group's EBITDA margin will expand above 9% thanks to a
successful integration of the two businesses with significantly
lower exceptional costs, leading to leverage below 5x and solid
FOCF generation above SEK2.0 billion over the next 12 months, as
well as an unchanged financial policy that is supportive of the
ratings.
"We could lower the rating if Assemblin Caverion Group's adjusted
debt to EBITDA remains above 5.5x due to operating underperformance
or more aggressive financial policy than expected. This could
result from higher-than-expected exceptional and
integration-related costs, or from significant debt-financed
dividends or acquisitions. We could also lower the rating if the
group were no longer able to generate materially positive FOCF.
"We view ratings upside as unlikely based on our assessment of
Assemblin Caverion Group's financial-sponsor owner's financial
policy and track record. Nevertheless, we could raise the rating if
it reduces its S&P Global Ratings-adjusted leverage well below 5x
and demonstrates a commitment to a financial policy consistent with
this lower leverage over the long term."
=====================
S W I T Z E R L A N D
=====================
ARCHROMA HOLDINGS: Moody's Cuts CFR to B3, Outlook Remains Negative
-------------------------------------------------------------------
Moody's Ratings downgraded Archroma Holdings Sarl (Archroma)
corporate family rating to B3 from B2 and probability of default
rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the
guaranteed senior secured first-lien term loans B (TLB, B1 and B2)
maturing in June 2027 and guaranteed senior secured revolving
credit facility (RCF) maturing in March 2027 at Archroma Finance
Sarl to B3 from B2. The outlook on both entities remains negative.
RATINGS RATIONALE
The rating action reflects the company's currently weak credit
metrics due to recent end-market weakness and the uncertain
prospects for a swift recovery. As of the twelve months ended June
30, 2025, Moody's estimates the company's Moody's adjusted
debt/EBITDA to be around 8.75x. This incorporates Moody's
adjustments for pensions, leases, and does not add back certain
unusual/one-time costs. Moody's expects the company's Q4
performance (fiscal year end in September) will remain weak and
that while demand could improve in fiscal 2026 the pace and timing
remain uncertain. This weak performance comes as the company faces
the maturity of Archroma Finance Sarl's RCF and TLBs in March and
June 2027 respectively. Without visibility into a meaningful
improvement in end-market demand, which Moody's considers a key
consideration for the company to execute on the refinancing, there
could be continued downward pressure on the ratings.
Archroma's ratings also reflect the company's leading position in
the textile chemicals and dyes sector, strengthened by the
acquisition of Huntsman TE; its balanced global geographical
presence, with revenue and operations spread across the Americas,
Asia and EMEA; its broad product portfolio; and its large customer
base that is spread across its three core business lines of textile
chemicals, paper solutions and emulsions. However, the company's
high exposure to mature markets, particularly Europe and North
America; exposure to the relatively volatile textile end market;
limited capacity to generate positive free cash flow; and complex
capital structure with large third-party preferred equity
certificates (PECs) raised outside of the restricted group all
weigh on credit quality.
LIQUIDITY
Archroma's liquidity is adequate. The company has around $150
million of cash on hand, with access to $95 million on the
company's $225 million RCF issued by Archroma Finance Sarl ($130
million utilized) as of June 30, 2025. The RCF is subject to a
springing financial covenant, which is tested when borrowings under
the RCF are 35% or more. The covenant requires the company to
maintain a net leverage ratio of 6.25x or less. In Q2 2025,
borrowings were $130 million, over 35%, and the covenant was
tested. Archroma was in compliance with the covenant, with a net
debt/EBITDA (according to the SFA definition) of 4.94x. Moody's
views this as an adequate cushion relative to the covenant, but it
leaves modest additional borrowing capacity.
Moody's also expects the company to generate some cash through land
sales and a refund related to its Swiss pension plan, which could
in aggregate total around $20-$25 million. Further non-core asset
sales could also be possible in 2026.
Archroma is also a named defendant in PFAS AFFF multi district
litigation in the United States. While damage amounts related to
this are neither estimable nor probable at this stage, Moody's
views this exposure as an overhang to the company's rating and
liquidity position. The company has some protection through its
insurance policies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include: (i) Moody's adjusted
debt to EBITDA below 6.0x on a sustained basis; (ii)
EBITDA/Interest coverage approaching 2.0x; (iii) consistent
generation of adj. FCF/debt in the mid single digits; and (iv) good
liquidity.
Factors that could lead to a downgrade include: (i) Moody's
adjusted debt/EBITDA remaining above 7.0x and Moody's adjusted
EBITDA interest coverage below 1.5x ii) lack of progress on a
timely refinancing of its 2027 maturities (iii) negative free cash
flow or a further weakening of the group's liquidity, or (iv)
negative developments related to the company's PFAS litigation.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemicals
published in October 2023.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Switzerland-based Archroma was set up in September 2013 when SK
Capital Partners acquired the textile chemicals, paper solutions
and emulsion products businesses of Clariant AG. For the twelve
months ended June 30, 2025 Archroma had reported revenue of $1.7
billion.
===========================
U N I T E D K I N G D O M
===========================
BOOTS GROUP: S&P Assigns 'B+' Long-Term Ratings, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term ratings to The Boots
Group and its senior secured term loans B and senior secured notes;
the '3' recovery rating reflects its estimate of 55% recovery in a
hypothetical default scenario.
The stable outlook reflects S&P's expectation that The Boots Group
will continue its growth strategy, resulting in revenue increasing
by about 3% and stable adjusted EBITDA margins of about 6% in
fiscals 2025 and 2026, leading to adjusted debt to EBITDA of
6.0x-6.5x over the next 12-24 months, with FOCF after leases
remaining at about $300 million annually from fiscal 2026.
Sycamore Partners has acquired a majority stake in The Boots Group
Intermediate Ltd. (The Boots Group)--comprising mainly the retail
health, beauty, pharmacy, and optical operations under the Boots
brand in the U.K. and Republic of Ireland, and wholesale pharmacy
business under Alliance Healthcare in Germany. The group has been
spun off from Walgreens Boots Alliance Inc. (WBA; BB-/Watch Neg/B)
with a new capital structure.
The Boots Group benefits from a strong presence in the U.K. and
Republic of Ireland, thanks to its large Boots store network and
market leadership in the retail space, as well as a leadership
position as a pharmacy distributor in Germany.
S&P said, "We expect resilient trading to result in reported
revenue of close to $25 billion and S&P-Global Ratings-adjusted
EBITDA margins of 6% in fiscal 2025 (ended Aug. 31, 2025) and
fiscal 2026, with strong free operating cash flow (FOCF) after
leases of about $300 million from fiscal 2026. As a result of $4.5
billion of new senior secured debt in the new capital structure, we
anticipate high leverage, with S&P Global Ratings-adjusted debt to
EBITDA at 6.0x-6.5x in fiscals 2025 and 2026."
The Boots Group benefits from a strong presence in the U.K. and
Republic of Ireland, thanks to its large Boots store network and
market leadership in the retail space. In the U.K. and Republic of
Ireland, The Boots Group generates close to 90% of its EBITDA with
market leadership positions in both its pharmacy and beauty
segments, through its Boots business. This is largely thanks to its
ability to cater to a wide customer base through its large and
diverse product offering. The group operates close to 2,300 Boots
stores in the U.K. and Republic of Ireland, benefiting from
proximity to consumers in all areas of the country. The group also
has a strong online proposition, through which Boots U.K. generates
11% of its revenue (17% excluding pharmacy), profiting from an
omnichannel strategy. S&P also acknowledges the strength of Boots'
loyalty program, which has more than 17 million active users, and
the attractiveness and margin profile of its own brands (including
N°7).
Alliance Healthcare in Germany generates over $12 billion of
revenue but margins are structurally low. Alliance Healthcare is
the No. 1 pharmacy distributor in Germany with 29 wholesale
distribution centers. The group benefits from its stronghold in the
country with a 27.1% share of a market where S&P believes volumes
are key for potential growth, given the inherently high fixed costs
of the sector and low S&P Global Ratings-adjusted EBITDA margins
averaging 1%-2%, resulting from regulation.
The Boots Group's business risk profile is constrained by the
group's reliance on discretionary spending, exposure to regulation,
and concentration in the U.K. The Boots Group in the U.K. generates
close to two-thirds of its revenue from items that are
discretionary in nature (such as beauty, health and wellness, and
personal care). Therefore, it is exposed to fluctuations in
consumer demand and preferences, given the ever-changing trends in
beauty and health care segments. The group generates almost 90% of
its EBITDA in the U.K. and Republic of Ireland, thus it is exposed
to macroeconomic and regulatory headwinds. This is especially
tangible in the pharmacy businesses, where it generates
approximately $2 billion from the National Healthcare System (NHS)
in the U.K., so any change in funding or regulation could
negatively affect the group. S&P notes, however, that there are
also opportunities from this aspect, as has been the case with the
U.K. government's commitment to increasing funding to pharmacy
services to alleviate the burden on the NHS.
S&P said, "The group reported resilient revenue growth in fiscal
2024 and the first nine months of fiscal 2025, and we expect the
positive momentum to continue. The group reported 7.7% revenue
growth to $23.6 billion in fiscal 2024 and 6.3% in the first nine
months of fiscal 2025, supported by strong growth of the Boots
business (up 6.2%), which benefited from the strong performance of
its beauty business in the U.K.; and Alliance Healthcare (up 8.6%),
thanks to increasing demand for pharmacy products in Germany. We
expect this trend to continue and for the group to report about 3%
revenue growth in fiscals 2025 and 2026 to about $24.3 billion and
$25 billion, respectively. Despite competitive pressures, alongside
higher input and staff costs, we expect the group's operating
efficiency measures will help lead to stable S&P Global
Ratings-adjusted EBITDA margins of about 6%. This will result in
continuously strong cash flow, despite higher interest expense of
about $500 million per year (including leases) due to the new
capital structure, and capital expenditure (capex) of $320
million-$370 million. We, therefore, anticipate FOCF after leases
of approximately $300 million per year from fiscal 2026.
"The Boots Group's separation from WBA results in its own
governance and capital structure. As part of the transaction,
announced March 6, 2025, Sycamore has acquired the entire WBA group
and WBA's operations have been separated into segments. One of
those segments is The Boots Group, which, in addition to Boots and
Alliance Healthcare, operates other smaller international business
such as Farmacias Benavides in Mexico. The Boots Group has been
spun off from WBA and now has its own governance and capital
structure. The group has significantly reduced the execution risk
from the separation, since it currently runs independent IT systems
and supply chains. We understand that The Boots Group will now
undertake a digital infrastructure transformation project, which
could pose certain risks over the next few years.
"The new capital structure includes $4.5 billion of senior secured
debt, leading to a highly leveraged balance sheet. The acquisition
has been funded with a mix of debt and equity, including $3.25
billion of term loans and $1.25 billion of senior secured notes,
both maturing in 2032, as well as a GBP680 million asset-backed
loan (ABL), maturing in 2030, undrawn at closing. In addition,
Stefano Pessina, WBA's current shareholder, has maintained a
significant equity investment in The Boots Group, while Sycamore
and minority investors have injected new equity into the acquired
group. Also, the group will issue $1 billion of non-cash-paying
preference shares, which we treat as debt, with an accrued dividend
of percentage points in the mid-teens. We expect this to result in
a highly leveraged capital structure, with S&P Global
Ratings-adjusted debt to EBITDA at about 6.2x (5.4x excluding the
preference shares) by the end of fiscal 2026. We understand the
group's strategy is to reinvest excess cash in the business and
rapidly deleverage, rather than distribute it to shareholders.
However, we forecast The Boots Group to remain in the highly
leveraged category as we do not anticipate any debt repayments, and
we don't deduct excess cash in our calculation of adjusted debt for
entities controlled by a financial sponsor.
"The stable outlook reflects our expectations that The Boots Group
will continue to expand and elevate its beauty proposition and
benefit from additional investment in its pharmacy business in
Boots, while Alliance Healthcare consolidates its market-leading
position in Germany. This will lead to revenue growth of about 3%
and stable S&P Global Ratings-adjusted EBITDA margins of about 6%
in fiscals 2025 and 2026, despite some cost pressures. This will
translate into S&P Global Ratings-adjusted debt to EBITDA of
6.0x-6.5x (including the preference shares) over the next 12-24
months, with FOCF after leases remaining at about $300 million.
"We could lower our ratings on The Boots Group if the group failed
to perform in line with our base case, for example as a result of
regulatory changes, competitive pressures, or setbacks on the
execution of strategic initiatives." This would likely result in:
-- S&P Global Ratings-adjusted leverage increasing toward 7.0x;
or
-- FOCF after leases being significantly lower than in our base
case.
S&P said, "We could also take a negative rating action if The Boots
Group were to pursue a more aggressive financial policy that
resulted in a higher cash interest burden.
"We consider an upgrade remote at this stage, due to the group's
financial-sponsor ownership and highly leveraged capital structure.
However, we could consider a positive rating action if the group
materially outperformed our base case, reducing S&P Global
Ratings-adjusted leverage below 5.0x, while maintaining strong FOCF
and publicly committing to a more conservative financial policy."
EVOKE PLC: S&P Rates GBP516MM Equivalent Senior Secured Notes 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating on the proposed
GBP516 million equivalent senior secured notes (including tap of
existing pound sterling fixed notes due 2030, and new euro
fixed-rate notes due 2031), issued by 888 Acquisitions Ltd., the
financing subsidiary of Evoke PLC (Evoke; B-/Stable/--). S&P
assigned a '3' recovery rating to the notes, reflecting its
expectation of meaningful recovery prospects of 55% in the event of
a default.
The recovery rating considers that the proposed notes will rank
pari passu and will benefit from the same security and guarantors
as the existing notes, which includes GBP400 million senior secured
notes due in May 2030, EUR450 million senior secured floating rate
notes due 2028, and GBP10.5 million outstanding on the William Hill
Ltd. notes due in February 2026.
Evoke is seeking to raise GBP516 million equivalent notes including
tap to the existing pound sterling fixed-rate notes and new euro
fixed-rate notes. The proposed proceeds will reimburse the EUR582
million euro fixed-rate notes (GBP499 million equivalent,
originally due July 2027), and fees and costs linked to the
refinancing. The transaction extends the debt maturities and is
broadly neutral on net leverage. With it the company aims to reduce
annual interest expenses in an amount that will depend on the final
pricing of the new instrument, supporting recovery in the group's
free operating cash flow (FOCF) profile which S&P expects to return
positive after lease payments in 2025.
Evoke will also refinance its existing GBP200 million revolving
credit facility (RCF) with a new GBP200 million RCF with a maturity
date in September 2030, which we expect will remain drawn at GBP71
million in S&P's base case.
The final amounts and closure of the proposed financing are subject
to successful execution of the transaction.
According to Evoke's fiscal 2025 first-half results announced on
Aug. 13, 2025, the group's revenue increased by 3% year on year,
supported by strong growth across international core markets.
Meanwhile U.K. and Ireland online revenue remained sluggish on
reduced staking volumes due to the lapping of EURO 2024 and the
implementation of additional safer gambling measures. The U.K.
retail segment remains a challenging sector with strong competition
and soft high street footfall although the group saw a return to
top-line growth in the second quarter, after a decline of 5.4% in
fiscal 2024, following the full rollout of new gaming machines by
the end of the first quarter.
S&P said, "We expect the group to return to structural growth in
2025, on the back of the materialization of strategic initiatives
including optimized bonus strategy and marketing spend, upgrade of
self-servicing betting terminals in retail, and ongoing improvement
in customer life cycle management across the segments. Underpinned
by Evoke's omnichannel presence and brand awareness, we expect the
improvement of revenue fundamentals and market share gains will
translate into higher EBITDA and positive FOCF after leases by the
end of 2025 and help deliver the group's deleveraging prospect at
around 8x in 2025 from 14.5x in 2024."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P rates the group's proposed senior secured debt issued by
Evoke's wholly owned financing subsidiary 888 Acquisitions Ltd.
'B-', with a recovery rating of '3'. This is line with our ratings
on existing instruments including the GBP10.5 million outstanding
under the William Hill notes due February 2026, GBP400 million
senior secured notes due May 2030, EUR450 million floating rate
notes due 2028, and US$559 million TLB (equivalent to GBP408
million) due 2028.
-- The '3' recovery rating reflects S&P's expectations of
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a default.
-- The group's senior secured facilities and notes are secured by
share pledges on the material entities of Evoke and William Hill,
including upstream guarantees from the latter. S&P understands
there is no specific asset security over the group's key
intellectual property and brands. The company has a minimum
guarantor coverage test of 80% of the group's EBITDA.
-- S&P's simulated default scenario incorporates the assumption
that Evoke would default in 2027, following a sustained decline in
overall earnings, itself stemming from a prolonged downturn,
intense competition, or material adverse regulatory changes, for
example.
-- For the simulated default scenario, S&P assumes Evoke would be
reorganized or sold as a going concern, given its attractive market
positions, portfolio of brands, and recognition in different
regions.
S&P said, "We note that creditors of the GBP11 million William Hill
notes are structurally subordinated to Evoke's creditors in that
they do not benefit from any security over Evoke's entities and
assets. However, given our view that William Hill makes up about
50% of the combined group's operating earnings and assets, we
consider that in any default scenario, William Hill's creditors
have a pari passu claim over a substantial part of the group and
therefore treat them equally in our analysis. This is a key
assumption in estimating recovery for the William Hill notes."
Simulated default assumptions
-- Year of default: 2027
-- Jurisdiction: U.K.
Simplified waterfall
-- Emergence EBITDA: GBP240 million
-- EBITDA multiple: 5.5x (This compares to the 6.5x median
multiple for the leisure and sports industry)
-- Gross enterprise value: GBP1.19 billion
-- Net enterprise value after administrative expense (5%): GBP1.13
billion
-- Priority claims: Zero
-- Value available for secured claims: GBP1.13 billion
-- Estimated senior secured claims: GBP1.95 billion*
-- Recovery range: 50%-70% (rounded estimate: 55%)
Note: The RCF is assumed 85% drawn at the time of default. All debt
amounts include six months of prepetition interest.
GALLOWGLASS SECURITY LIMITED: Small Business Named as Administrator
-------------------------------------------------------------------
Gallowglass Security Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency and Companies List (ChD)
Court Number: CR-2025-005606, and Kevin Weir of Small Business
Rescue Ltd was appointed as administrator on Aug. 27, 2025.
Gallowglass Security specialized in private security activities.
Its registered office is at 1-5 Beehive Place, London, Greater
London, SW9 7QR.
The administrator can be reached at:
Kevin Weir
Small Business Rescue Ltd
56 Leman Street, London
E1 8EU
For further details contact:
Small Business Rescue Ltd
Tel No: 0204 509 0650
GALLOWGLASS SECURITY: Small Business Named as Administrators
------------------------------------------------------------
Gallowglass Security Partners LLP was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency and Companies (ChD) Court
Number: CR-2025-004895, and Kevin Weir and Angela Canning of Small
Business Rescue Ltd, were appointed as joint administrators on Aug.
27, 2025.
Gallowglass Security provided security support and management
services.
Its registered office is at 1-5 Beehive Place, London, SW9 7QR.
The joint administrators can be reached at:
Kevin Weir
Angela Canning
Small Business Rescue Ltd
56 Leman Street, London
E1 8EU
For further details contact:
Small Business Rescue Ltd
Tel No: 0204 509 0650
KAJARIA-UKP LTD: Quantuma Advisory Named as Administrators
----------------------------------------------------------
Kajaria-Ukp 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-2025-005753, and Michael Kiely and Andrew Andronikou of Quantuma
Advisory Limited, were appointed as administrators on Aug. 20,
2025.
Kajaria-Ukp Ltd specialized in the retail sale of new goods in
specialized stores.
Its registered office is at Unit 1 & 2 Kendal Court, Kendal Avenue,
London, England, W3 0RU and it is in the process of being changed
to c/o Quantuma Advisory Limited, 7th Floor, 20 St Andrew Street,
London EC4A 3AG.
Its principal trading address is at Unit 1 & 2 Kendal Court, Kendal
Avenue, London, W3 0RU.
The administrators can be reached at:
Michael Kiely
Andrew Andronikou
Quantuma Advisory Limited
7th Floor, 20 St. Andrew Street
London, EC4A 3AG
Further details contact:
Ellie Knapp
Tel No: 020 3856 6720
Email: Ellie.Knapp@quantuma.com
UNITED HEALTHCARE: Moody's Cuts Rating on GBP138.4MM Bonds to B1
----------------------------------------------------------------
Moody's Ratings has downgraded to B1 from Ba2 the underlying rating
of the GBP138.4 million index-linked senior secured bonds due in
2036 (the Bonds) issued by United Healthcare (Bromley) Limited
(Project Co). The outlook remains negative.
No rating action is taken on the A1 backed senior secured rating,
as this reflects the financial guarantee provided by Assured
Guaranty UK Limited (A1 stable).
Project Co is a special purpose company that in 1998 entered into a
60-year project agreement, with a first breakpoint in 2037 (year 35
post construction completion), with the Bromley Hospital NHS Trust,
which was assigned to King's College Hospital NHS Foundation Trust
(the Trust) in 2013, to design, construct and finance an acute
general hospital and a mental health unit in Orpington, Kent, and
provide certain facilities management (FM) and maintenance services
during the term of the Project Agreement (PA), (the Project).
RATINGS RATIONALE
The rating action reflects: (1) the continued uncertainties
stemming from the lack of significant progress in the finalisation
of an agreed remedial plan and work programme to address passive
fire protection and fire compartmentation deficiencies identified
in various surveys; (2) the persistent risks associated with
potential findings from planned centre of best practice surveys;
(3) the delays in the finalisation of a standstill agreement
providing Project Co relief from Service Failure Points (SFPs)
and/or deductions linked to any potential centre of best practice
survey findings; (4) the strained relationships between the Trust
and the Hard FM subcontractor, exacerbated by persistent
performance issues; (5) the heightened risk of a further escalation
of disputes and/or the commencement of formal adverse contractual
actions by the Trust, considering the delays in the resolution of
outstanding issues and the involvement of the independent
third-party consultancy P2G LLP (P2G), which continues to assist
the Trust with the matters identified above; (6) the lack of an
agreement related to the level of disputed Hard and Soft FM SFPs
and deductions from 2022 and 2023, respectively, which could result
in potentially significant retrospective increases; and (7) the
persistent risk of negative liquidity or financial repercussions on
Project Co as a result of actions needed to remedy outstanding
issues.
The Project has been characterised by the identification of
significant fire-related deficiencies in recent years following
sample intrusive surveys commissioned by the Trust in 2024, as well
as surveys commissioned by the Hard FM subcontractor and finalised
by specialist providers in 2022-23, which are currently being
rectified. The implementation of a so-called Stabilisation Plan,
involving the finalisation of centre of best practice surveys,
including a full-site intrusive fire survey, condition and
compliance surveys, as well as an agreement around an associated
programme of works, remain under discussion between the parties.
The upcoming surveys could result in the identification of further
non-compliances requiring remediation works and/or SFPs or
deductions. Project Co has previously advised that the parties'
intention was to enter into a standstill agreement which, however,
remains outstanding, thus resulting in persistent risks to Project
Co's credit quality.
Project Co continues to expect any remediation costs which are not
the responsibility of the Trust to be fully borne by the Hard FM
subcontractor and associated deductions, if any, to be passed down
to the subcontractor. However, in Moody's views, the financial
situation of Vinci Limited, the guarantor under the Hard FM
Agreement, which remains dependent on financial support from its
own parent company, Vinci Construction Holding Limited, could
potentially weigh on the Hard FM subcontractor's ability or
willingness to absorb significant remediation costs and/or
deductions. Should such costs not be fully borne by the Hard FM
subcontractor, these could impact Project Co's liquidity and
financial profile.
In addition to fire-related deficiencies, the Trust alleges that
the Hard FM subcontractor continues to fail to meet water safety
requirements, mostly linked to positive legionella results and hot
water distribution pipework maintenance. The Trust also believes
that the Hard FM subcontractor failed to properly maintain
ventilation equipment such as air handling units. Under the PA,
failures to rectify, within the required remediation periods,
fundamental breaches of obligations as notified by the Trust, could
qualify as Events of Default. Similarly, under the Hard FM Services
Contract (which includes Lifecycle services), failures to rectify,
within the required remediation periods, fundamental breaches of PA
obligations notified by the Trust, could qualify as Events of
Default. In Moody's views, the persistent delays in addressing
outstanding performance issues, result in an increasing risks of a
further deterioration in relationships, escalation of disputes
and/or the commencement of formal adverse contractual actions by
the Trust.
Notwithstanding the above, the B1 underlying rating continues to
benefit from: (1) the availability-based revenue stream and benign
payment mechanism under the long-term PA with the Trust, and (2)
the credit strength of the Trust supported by a Deed of Safeguard
provided by the Secretary of State. However, the underlying rating
remains constrained by (1) Project Co's high financial and
operational leverage, albeit partly mitigated by protection against
cost volatility through contractual pass-through of costs and
benchmarking / market testing provisions; and (2) the absence of a
traditional maintenance reserve account, although partially
mitigated through Project Co's full pass through of lifecycle risk
and the use of a dynamic lifecycle reserve account, which is
currently overfunded due to significant amounts corresponding to
deferred lifecycle works having been reserved.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
RATIONALE FOR THE NEGATIVE OUTLOOK
The negative outlook reflects the risks that (1) the Trust might
commence a formal dispute procedure, seek to pursue adverse
contractual remedies and/or impose significant deductions as a
result of the fire-related deficiencies already identified and/or
any potential future findings resulting from the planned centre of
best practice surveys, particularly if Project parties fail to
enter into a standstill agreement providing protection against such
remedies; (2) remediation costs to rectify deficiencies could weigh
on ProjectCo's liquidity and financial profile if they were not be
fully borne by the Hard FM subcontractor; (3) P2G's involvement
could result in further relationship strain and in an increasingly
adversarial approach; (4) the level of deductions and SFPs for both
Hard and Soft FM might be revised upwards, coupled with the
resulting uncertainty as to whether this could lead to breaches of
contractual thresholds; and (5) ProjectCo might have to assume
increased risks related to Lifecycle and Hard FM and/or face
increased costs should the Hard FM Services Contract be
terminated.
As part of the rating action, ProjectCo's Governance Issuer Profile
Score and Credit Impact Score have been changed to G-4 and CIS-4
respectively (from G-2 and CIS-2 previously), indicating that
governance considerations have a negative impact on the rating. The
persistent delays in the resolution of issues related to fire
safety, the disputes concerning past deductions and SFPs, as well
as the deteriorating relationships with the Trust, reflect
negatively on ProjectCo's management credibility and track record.
For additional details, please refer to Moody's General Principles
for Assessing Environmental, Social and Governance Risks
methodology.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Given the negative outlook, Moody's currently do not envisage any
upward rating pressure. The outlook could be changed to stable if:
(1) the Trust did not seek to pursue adverse contractual actions as
a result of the fire compartmentation deficiencies and/or the
alleged continued breaches of PA obligations by the Hard FM
subcontractor; (2) the fire-related deficiencies were fully
rectified without a negative impact on ProjectCo's liquidity or
financial profile; (3) the parties entered into a standstill
agreement providing comprehensive protection against Trust
contractual remedies for any centre of best practice survey
findings; (4) the centre of best practice surveys did not identify
significant remediation works; (5) the deduction and SFP levels
which remain to be agreed were not revised significantly upwards;
(6) operating performance improved on a sustained basis; and (7)
relationships between Project parties became more collaborative,
with the ongoing disagreements between the Trust and the Hard FM
subcontractor resolved without termination of the Hard FM Services
Contract and no adverse impact on ProjectCo's financial metrics.
Conversely, Moody's could downgrade the rating if: (1) there was an
increasing likelihood of the Trust pursuing adverse contractual
remedies as a result of the fire-related defects requiring
rectification; (2) the likelihood of ProjectCo having to absorb any
deductions or bear any remediation costs negatively impacting its
liquidity or financial profile increased; (3) the alleged breaches
of PA obligations were to result in ProjectCo Events of Default
under the PA, an increased risk of PA termination and/or
commencement of formal dispute procedures; (4) the parties failed
to enter into a standstill agreement providing comprehensive
protection against Trust contractual remedies for any centre of
best practice survey findings; (5) the centre of best practice
surveys identified further deficiencies requiring significant
remediation works; (6) the deduction and SFP levels which remain to
be agreed were revised significantly upwards; (7) operating
performance and/or relationships further deteriorated; (8) the Hard
FM Services Contract was terminated, resulting in an increased
likelihood of ProjectCo having to assume increased risks related to
Lifecycle and Hard FM and/or face increased costs; or (9) the
resolution of the current issues between the Trust and the Hard FM
subcontractor continued to be delayed.
The principal methodology used in this rating was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
Methodology published in March 2023.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
ZEST FOOD SERVICE: Cirrus Professional Named as Administrator
-------------------------------------------------------------
Zest Food Service Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Birmingham, Insolvency & Companies List (ChD) Court
Number: CR-2025-BHM-000452, and Simon Gwinnutt of Cirrus
Professional Services, were appointed as administrators on Aug. 22,
2025.
Zest Food was a fresh produce wholesaler.
Its registered office and principal trading is at Merchant House,
36 Haydock Park Road, Derby, DE24 8HT.
The administrator can be reached at:
Simon Gwinnutt
Cirrus Professional Services
Unit 38, Derwent Business Centre
Clarke Street, Derby, DE1 2BU
For further details, please contact:
The Administrator
Tel: 07803 988398
*********
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