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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
Monday, October 6, 2025, Vol. 26, No. 199
Headlines
A R M E N I A
ACBA BANK: Moody's Assigns 'Ba3' LongTerm Deposit & Issuer Ratings
A U S T R I A
INNIO HOLDING: Moody's Assigns 'B1' CFR, Outlook Stable
G E R M A N Y
INNIO GROUP: Fitch Alters Outlook on 'B+' LongTerm IDR to Stable
NIDDA BONDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
I R E L A N D
HARVEST CLO XVII: S&P Affirms 'B-(sf)' Rating on Class F-R Notes
SCULPTOR EUROPEAN V: Fitch Assigns BB-sf Final Rating on E-RR Notes
SCULPTOR EUROPEAN V: S&P Assigns B-(sf) Rating on Cl. F-R Notes
TAURUS 2021-3: S&P Affirms 'B-(sf)' Rating on 2 Note Classes
I T A L Y
GOLDEN BAR 2025-2: Fitch Assigns 'BB+(EXP)sf' Rating on Cl. F Notes
SIENA NPL 2018: DBRS Cuts Rating on Class A Notes to 'BB(low)'
SUNRISE SPV 97: DBRS Finalizes BB(high) Rating on 2 Note Classes
K A Z A K H S T A N
SAMRUK-ENERGY: Fitch Affirms 'BB+' LongTerm Foreign Currency IDR
L U X E M B O U R G
CPI PROPERTY: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Neg.
ELEVING GROUP: Fitch Rates Up tp EUR250MM Secured Bonds 'B(EXP)'
N E T H E R L A N D S
HILL FL 2025-1: DBRS Gives Prov. BB(high) Rating on E Notes
MAXEDA DIY: Fitch Lowers Rating on LongTerm IDR to 'CCC+'
P O R T U G A L
GAMMA STC: Fitch Assigns 'BB+(EXP)sf' Rating on Class F Notes
TAGUS - ULISSES FINANCE 2: DBRS Hikes Rating on E Notes to B(high)
TAGUS - VASCO FINANCE 3: DBRS Gives Prov. B Rating on Class E Notes
TAGUS - VASCO FINANCE 3: Fitch Rates Class E Notes BB+(EXP)
R U S S I A
IPOTEKA-BANK: Fitch Rates Proposed USD Unsecured Notes 'BB(EXP)'
IPOTEKA-BANK: Fitch Rates Proposed UZS Unsecured Notes 'BB(EXP)'
S P A I N
AUTO ABS SPANISH 2024-1: DBRS Confirms BB(low) Rating on E Notes
SANTANDER CONSUMO 9: DBRS Finalizes B(low) Rating on Class E Notes
SANTANDER CONSUMO 9: Fitch Assigns B+sf Final Rating on Cl. E Notes
SECUCOR FINANCE 2025-1: DBRS Finalizes B(low) Rating on E Notes
SECUCOR FINANCE 2025-1: Fitch Assigns 'Bsf' Rating on Class G Notes
S W I T Z E R L A N D
ALLWYN INT'L: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
T U R K E Y
LIMAK ISKENDERUN: Fitch Affirms 'B-' Rating on $370MM Secured Notes
PETKIM PETROKIMYA: Fitch Lowers Foreign Currency IDR to 'CCC'
TURK TELEKOM: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
U N I T E D K I N G D O M
BLUE OCEAN: Exigen Group Named as Administrators
BULPHAN DEVELOPMENTS: FRP Advisory Named as Administrators
COLDPRESS FOODS: Exigen Group Named as Administrators
COUNTYWIDE CARING: Leonard Curtis Named as Administrators
ECOBRIX MANUFACTURING: CG & Co Named as Administrators
FLEET MIDCO I: Moody's Affirms 'B2' CFR, Outlook Remains Stable
GREATER MANCHESTER CHAMBER: Armstrong Watson Named Administrators
JAGUAR LAND: Moody's Affirms 'Ba1' CFR & Alters Outlook to Negative
NEUROFENIX LIMITED: Currie Young Named as Administrators
ODIN EVENTS: Campbell Crossley Named as Administrators
SCIL IV LLC: Moody's Affirms B1 CFR on Debt Funded Dividend
SOUTHERN PACIFIC 06-1: Fitch Affirms CCC Rating on Class E1c Debt
STRATTON MORTGAGE 2024-1: Fitch Lowers Rating on Cl. E Notes to B-
UK LOGISTICS 2025-2: DBRS Gives Prov. BB Rating on Class E Notes
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A R M E N I A
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ACBA BANK: Moody's Assigns 'Ba3' LongTerm Deposit & Issuer Ratings
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Moody's Ratings has assigned the following ratings to
Armenian-based ACBA BANK, OJSC (ACBA Bank): long-term local and
foreign currency deposit and issuer ratings of Ba3, a Baseline
Credit Assessment (BCA) of ba3 and an Adjusted BCA of ba3,
long-term Counterparty Risk Assessment (CR Assessment) of Ba2(cr),
long-term local and foreign currency Counterparty Risk Ratings
(CRRs) of Ba2, short-term local and foreign currency deposit, CRRs
and issuer ratings of Not Prime (NP) and a short-term CR Assessment
of NP(cr). The outlook on the long-term deposit and issuer ratings
is stable.
RATINGS RATIONALE
ACBA Bank's long-term deposit ratings of Ba3 are based on the
bank's BCA of ba3 and Moody's assessments of a high probability of
government support for the bank in the event of need, reflecting
its systemic importance as one of the three largest banks in
Armenia with around 9% market share by assets as of mid-2025.
However, this support does not provide any rating uplift to ACBA
Bank's long-term deposit ratings because Armenia's Ba3 long-term
issuer ratings are at the same level as the bank's BCA.
ACBA Bank's ba3 BCA reflects the bank's robust asset quality,
strong capital buffer, and overall strong loss absorption capacity.
It is however constrained by the bank's material exposure to the
high-risk agriculture sector, small and medium enterprises (SMEs),
and unsecured consumer lending, which together constitute 63% of
gross loans.
Originally established as a co-operative bank for the agricultural
sector, ACBA Bank has steadily diversified its loan book, with
agricultural exposures now limited to 15% of gross loans by
mid-2025, down from 30% at the end of 2020. ACBA Bank's credit
expertise and prudent underwriting standards mitigate the elevated
credit risks associated with this sector.
Consumer loans, and SME loans accounted for 47% of the bank's total
loan book as of year-end 2024, exposing it to elevated credit
risks. Nevertheless, ACBA Bank has consistently reported relatively
low and improving problem loans (PL), defined as stage 3 lending,
over the recent years.
PLs stood at 2.1% of gross loans as of mid-2025, down from 5.0% at
year-end 2020. The level of loan loss reserves to PLs remained
modest at 55% as of mid-2025, compared with 60-70% for Armenian
banks. ACBA Bank's asset quality is less vulnerable to fluctuations
in the local currency exchange rate with the share of
foreign-currency loans at 24% as of mid-2025, compared with a
sector average of around 40%. Moody's expects that ACBA Bank will
maintain close control over its asset quality amid ongoing economic
growth in Armenia in the next 12-18 months.
In the first half of 2025 (H1 2025) ACBA Bank posted a net profit
of AMD 17.3 billion, translating into a strong return on tangible
assets of 3.7% (annualised), up from 3.1% for the full year 2024.
Armenia's high interest rates supported its profitability, which is
strongly driven by net interest income. Furthermore, favorable
economic conditions continued to support the creditworthiness of
borrowers, resulting in limited credit costs of 0.5% (annualised)
of average gross loans in H1 2025. Over the next 12-18 months,
Moody's anticipates that ACBA bank will maintain its strong
profitability thanks to the persisting high-interest rate
environment.
ACBA Bank's capital buffer has materially strengthened over the
recent years amid strong profitability, with a TCE to Risk Weighted
Assets (RWA) ratio of 19.8% as of mid-2025 up from 15.7% and 17.3%
reported at the end of 2022 and 2023, respectively. Moody's expects
that TCE/RWA ratio to remain broadly flat in the next 12-18 months
incorporating moderate RWA growth and ongoing dividend payments.
The bank is largely deposit-funded, with customer accounts
comprising more than 75% of the bank's liabilities, of which about
60% are retail deposits. Foreign-currency deposits constituted
around 34% of total customer deposits as of mid-2025, compared to
the sector average of around 45%. Market funds are largely
represented by long-term borrowings from international financial
institutions (IFIs), the Armenian government under various
state-led programs, and issued local debt securities. ACBA Bank's
liquidity buffer, comprising cash and government securities,
remained strong at about 22% of total assets as of mid-2025.
RATIONALE FOR THE STABLE OUTLOOK
The outlook on ACBA Bank's long-term deposit ratings is stable,
reflecting Moody's views that the bank will maintain its sound
fundamentals over the next 12-18 months, and is also in line with
the stable outlook on Armenian sovereign rating.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
This rating action also reflects ACBA Bank's environmental, social
and governance (ESG) considerations, as per Moody's General
Principles for Assessing Environmental, Social and Governance Risks
methodology. ACBA Bank's Credit Impact Score (CIS-2) indicates that
ESG considerations are not material to the current ratings. Moody's
assessments of the bank's exposure to governance risks is moderate,
reflected in Governance Issuer Profile Score (IPS) of G-3, mainly
arising from its concentrated ownership structure, with one group
acting as the controlling shareholder and holding a majority in the
board of directors. ACBA Bank faces high environmental risks (IPS
of E-4), specifically from its exposure to agriculture. The credit
impact of social risk factors on the bank's ratings is limited.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings of ACBA Bank have limited upward potential for the next
12-18 months, given that they are constrained by the sovereign
rating. Therefore, the ratings upgrade would require both a
strengthening of the bank's standalone fundamentals and an
improvement in the sovereign's creditworthiness.
ACBA Bank's BCA and deposit ratings could be downgraded or the
outlook on the long-term deposit ratings could be changed to
negative if the bank's solvency or liquidity were to deteriorate
materially or in case of a significant deterioration of the
operating environment. A downgrade of Armenia's issuer rating could
constrain ACBA Bank's deposit ratings and BCA which is not
currently expected given the stable outlook on the sovereign
rating.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
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A U S T R I A
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INNIO HOLDING: Moody's Assigns 'B1' CFR, Outlook Stable
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Moody's Ratings assigned a B1 corporate family rating, a B1-PD
probability of default rating to INNIO Holding GmbH (INNIO), and a
B1 instrument rating to the proposed $750 million backed senior
secured term loan B2 (TLB) issued by INNIO Holding GmbH and
co-borrowed by INNIO Beteiligungs GmbH. Concurrently, Moody's
withdrew the B1 CFR and B1-PD PDR at INNIO Group Holding GmbH.
Moody's also affirmed the outstanding B1 instrument ratings of the
TLB and the backed senior secured first lien revolving credit
facility (RCF) issued by INNIO Group Holding GmbH and the
instrument rating to the TLB issued by INNIO North America Holding
Inc. The outlook on INNIO is stable. The outlooks on INNIO Group
Holding GmbH and INNIO North America Holding Inc remain stable.
INNIO will use the proposed $750 million debt proceeds (EUR644
million equivalent) to fund a EUR642 million dividend distribution.
As part of the transaction, INNIO Holding GmbH and INNIO
Beteiligungs GmbH will become part of the restricted group.
Consequently, Moody's now place the CFR at INNIO Holding GmbH,
which will be the holding entity at the top of the restricted
group. The reorganization is expected to be completed by the end of
October 2025.
RATINGS RATIONALE
The effective affirmation of INNIO's B1 CFR and stable outlook
reflects Moody's expectations that INNIO's current strong operating
performance will continue and support swift deleveraging from a
relatively elevated level following the debt-funded dividend
distribution.
The dividend recapitalization will significantly increase INNIO's
Moody's-adjusted gross debt to around EUR2.6 billion from EUR1.9
billion as of June 2025. This will result in INNIO's
Moody's-adjusted gross debt/EBITDA deteriorating to 5.6x from 4.2x
as of June 2025, which is high for the B1 rating. The higher amount
of debt will also increase the company's annual interest payments
by around EUR30 million.
Since INNIO's upgrade in November 2024, the company continued to
exceed Moody's expectations. For the last twelve months to June
2025, it reported Moody's-adjusted EBITDA of EUR458 million, which
is well ahead of Moody's previous forecast of EUR420 million for
2025. A substantial rise in new equipment order intake to EUR2.9
billion in the last twelve months to August 2025 from EUR1.2
billion in 2024 and EUR0.8 billion in 2023 has supported the
earnings growth and provides some revenue visibility for 2025 and
2026. INNIO's engines support independent power generation for
industrial sites and benefit from high power demand from data
centers, especially in the US.
Despite increased leverage, INNIO will remain comfortably
positioned in the B1 rating category in the next 12-18 months. This
is based on Moody's expectations of continued strong end-market
tailwinds for distributed power generation as well as by INNIO's
sizeable service segment (around 60% of revenue). Moody's forecasts
the company's Moody's gross leverage to be below 5.5x already in
2025 and reduce further towards 4.6x in 2026. In Moody's base case,
Moody's-adjusted free cash flow (FCF) generation will remain around
5% of debt in 2025 (excluding the proposed dividend) and in 2026
compared to 6% in 2024 (or 14% excluding the 2024 dividend),
despite higher interest. These forward-looking metrics are in line
with Moody's expectations for INNIO's B1 rating, which is reflected
in the stable outlook.
INNIO's B1 CFR is further supported by the company's leading market
positions and strong brands; barriers to entry with
mission-critical nature of its products; and its well-invested
asset base.
Conversely, key rating constraints include the company's high debt
burden and the risk of further dividends or debt-funded
acquisitions; cyclical nature of new equipment business, especially
through its brand Waukesha in the oil and gas upstream business,
with a risk that the current strong trading momentum may not be
sustained; volatile path of energy transition to renewables
dependent on regulation and policy changes; and some geographical
and product revenue concentration.
ESG CONSIDERATIONS
Governance considerations have been among primary drivers of this
rating action, reflecting the increased debt amount after the
dividend recapitalization and the change in the restricted group.
LIQUIDITY
INNIO has good liquidity. Pro forma for the transaction, the
company's liquidity includes EUR544 million in cash and a fully
undrawn $225 million RCF maturing in 2028. Moody's expects INNIO to
generate above EUR100 million of FCF in 2026. These sources should
cover working cash of around EUR60 million (3% of annual sales) and
potential working capital swings, especially on increasing number
of larger projects with more sizable advanced payments. INNIO uses
factoring and reverse factoring programs to manage its working
capital.
There are no significant debt maturities before 2028 when the
company's TLBs and RCF mature. The available RCF is subject to a
springing senior secured net leverage covenant of 9.0x, to be
tested if drawings exceed 40% of the facility. Moody's expects the
company to comply with its covenant.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if INNIO's Moody's-adjusted EBITA
margins improves to around 20%, gross debt/EBITDA falls sustainably
towards 4.0x and the company generates strong FCF as indicated by
FCF/debt towards high single digit percentage levels, while
liquidity remains good. An upgrade would require the company's
commitment to financial policies and leverage consistent with these
stronger credit metrics.
The ratings could be downgraded if: INNIO's profitability declines
towards mid double-digit percentage levels (Moody's-adjusted EBITA)
on a sustained basis reflective of deteriorating operating
performance including a loss of market share or weakening service
segment profitability; the company's leverage sustainably exceeds
5.5x debt/EBITDA or interest cover falls below 2.0x EBITA/interest;
as well as the company's FCF generation capacity deteriorates
reflected in FCF/debt significantly below 5% on a sustained basis
and weakening liquidity. Indications of a move towards a more
shareholder-friendly financial policy or re-leveraging transaction
could also add pressure on the rating.
STRUCTURAL CONSIDERATIONS
The ratings of INNIO's EUR1,100 million TLB and $225 million RCF
issued by INNIO Group Holding GmbH, as well as outstanding $592.5
million TLB issued by INNIO North America Holding Inc rank pari
passu and are rated B1, in line with the CFR. Moody's also rate B1
the new $750 million TLB issued by INNIO Holding GmbH and INNIO
Beteiligungs GmbH, because it will become part of the restricted
group after the completion of the reorganization and rank in line
with the existing instruments. The credit facilities are
complemented by a pari passu $120 million first-lien multicurrency
guarantee facility.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing
published in September 2025.
The B1 CFR is two notches below the Ba2 scorecard indicated outcome
for the last twelve months to June 2025. The two notch difference
is mainly explained by the shareholder-friendly financial policy
under the private equity ownership of Advent, also reflected in the
current proposed sizeable debt-funded dividend distribution.
COMPANY PROFILE
INNIO, headquartered in Austria, offers mission-critical solutions
for power generation and gas compression under two well-known
brands. Jenbacher produces reciprocating gas engines for
distributed power generation for industrial, utility and data
center customers. Waukesha manufactures engines for the production
and transmission of natural gas and on-site power generation for
oil and gas producers.
In the 12 months ended in June 2025, the company generated around
EUR2.1 billion of revenue and company-adjusted EBITDA of around
EUR524 million (25% company-adjusted EBITDA margin). It is owned by
funds of a private equity firm Advent International with a minority
stake indirectly held by the Abu Dhabi Investment Authority
(ADIA).
COVENANTS
Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:
Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement and include all
companies representing 5% or more of consolidated EBITDA). Security
will be granted over key shares, material bank accounts and key
receivables.
Incremental facilities are permitted up to 100% of EBITDA.
Unlimited pari passu debt is permitted if the senior secured net
leverage ratio (SSNLR) less than 4.0x. Unlimited second lien debt
is permitted if the total net leverage ratio (TNLR) is less than
5.0x. Unlimited total debt is permitted subject to a 2x fixed
charge coverage ratio.
Unlimited restricted payments are permitted if the TNLR is less
than 3.5x; or 4x where 100% funded from available amounts.
Unlimited restricted investments are permitted if TNLR is less than
4x, or where 100% funded from available amounts.
Repayment of debt with asset sale proceeds are only required to be
applied where SSNLR is 3.5x or less.
Adjustments to Consolidated EBITDA include run rate cost savings
and synergies, capped at 30% of consolidated EBITDA and believed to
be realisable within 24 months of the relevant event.
The above are proposed terms, and the final terms may be materially
different.
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G E R M A N Y
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INNIO GROUP: Fitch Alters Outlook on 'B+' LongTerm IDR to Stable
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Fitch Ratings has revised INNIO Group Holding GmbH's Outlook to
Stable from Positive, while affirming its Long-Term Issuer Default
Rating (IDR) at 'B+', and simultaneously withdrawn the rating.
Fitch has also assigned INNIO Holding GmbH (INNIO), the new top
holding company, a Long-Term IDR of 'B+' with Stable Outlook. Fitch
has downgraded the group's existing senior secured debt ratings to
'B+' from 'BB-' and revised the Recovery Rating to 'RR4' from
'RR3'. In addition, Fitch assigned INNIO's new USD750 million term
loan B (TLB) a 'B+'/'RR4' secured debt rating.
The instrument rating downgrade and Outlook revision reflect
INNIO's proposed USD750 million TLB to fund a shareholder
distribution. This will raise leverage by about 1.0x in its updated
rating case and Fitch no longer expects to upgrade the IDR despite
its strong performance.
INNIO's rating reflects its medium scale, limited product
diversification and lack of a strict financial policy. This is
offset by its strong position in a niche market of supplies to
gas-fired power generation, geographic and end-market
diversification and large contribution from long-term service
contracts.
Fitch is withdrawing INNIO Group Holding GmbH's ratings as the
group is undergoing a reorganisation. Accordingly, Fitch Ratings
will no longer provide ratings or analytical coverage for that
entity.
Key Rating Drivers
Debt-funded Dividends: INNIO will use the USD750 million proceeds
from the new TLB (on the same terms as existing one) to fund a
EUR642 million dividend recapitalisation. Fitch expects INNIO's
gross EBITDA leverage to increase to 5.0x at end-2025, from 4.1x at
end-2024, with the impact of the recapitalisation mitigated by
improved margins. The transaction removes IDR upside and results in
a lower debt rating; however, Fitch expects INNIO's leverage to
remain appropriate for the current ratings.
Continuous Improvement of Profitability: INNIO increased its EBITDA
margins to 23% in 2024, from 17% in 2020, reflecting its ability to
pass on cost inflation, the resilience of its subscription-based
services and its cost-reduction programmes. Fitch expects INNIO to
continue improving its EBITDA margins, to close to 24% in 2027, on
better pricing conditions and an enhanced product mix. This
improvement will also benefit from the large contribution of
higher-margin services.
Strong Niche Market Position: INNIO is the number one global
manufacturer of reciprocating gas engines for power generation and
number two in gas compression engines, a sector with high barriers
to entry. Its market-leading positions are protected by its proven
technology and reliability, low lifecycle costs, fuel efficiency
and a comprehensive service offering. INNIO's good diversification
by end-customer and geography is offset by a narrow product range
in a niche but growing market.
Acquisitions to Improve Business Profile: INNIO has acquired and
integrated complementary businesses to strengthen its business
profile since its carve-out from GE Vernova. In September 2023 it
acquired NES-WES, an important distributor of Jenbacher products in
the US, boosting its market penetration in North America. Fitch
expects INNIO to continue acquiring small companies, alongside
organic expansion, to support growth, focusing on higher-demand
geographies and enhancing vertical integration through
complimentary distribution capabilities.
Material Contribution from Services: INNIO's EBITDA margin and
business stability are positively influenced by the material
contribution of services, which inherently have a higher
contribution margin (CM) than new equipment. The CM of services is
45%, with new equipment at around 30%. Services contributed about
70% of the total CM in the last four years. Fitch expects this to
be maintained in the next four years, supporting the gradual
improvement of INNIO's EBITDA margins.
Peer Analysis
INNIO's closest competitors by product are Rolls-Royce Power
Systems AG (owned by Rolls-Royce plc, BBB+/Positive) and
Caterpillar Inc. (A+/Stable), both of which have stronger business
and financial profiles than INNIO.
Similarly rated diversified industrials companies, such as Dynamo
Midco B.V. (Innomotics) (B/Positive) and Project Grand Bidco (UK)
Limited (Purmo) (B+/Stable), have higher leverage and lower free
cash flow (FCF) margins. However, INNIO's low product
diversification constrains its rating compared with overall
industrial peers'. Compared with German gearboxes and generators
manufacturer Flender International GmbH (B/Stable), INNIO has a
superior profitability and cash flow profile, and lower leverage.
Key Assumptions
- Revenue to increase 7% in 2025, due to higher orders, but
stabilising by an average of 5% yoy growth from 2026 to 2028
- EBITDA margin to rise towards 24% in 2027, due to services
contribution and higher prices
- Working capital inflow for 2025, and outflows in 2026 and 2027,
reflecting revenue growth
- Capex on average at 6.5% of revenue during 2025-2028
- Successful USD750 million TLB issue to fund a dividend
distribution
- Opportunistic bolt-on M&A for the next four years or further
dividend recapitalization activity
Recovery Analysis
- The recovery analysis assumes that INNIO would be considered a
going concern in bankruptcy and that it would be reorganised rather
than liquidated. This is driven by its long-term proven robust
business model, long-term relationship with customers and
suppliers, and existing barriers to entry in the market.
- Fitch-calculated going concern EBITDA of EUR230 million reflects
contributions from recent acquisitions.
- Fitch assumed 10% of administrative claim.
- Fitch applied a 6x multiple to EBITDA to calculate a
post-reorganisation enterprise valuation, which is slightly above
that of some diversified industries peers rated by Fitch, such as
Dynamo Midco and Nova Alexandre III. The 6x EBITDA multiple
reflects INNIO's strong position in a niche market, good
geographical and end-market diversification, and long-term
relationship with customers and suppliers.
- The enterprise value available for creditors claim is EUR1,100
million, assuming drawdown of its EUR164 million of factoring.
- The waterfall analysis which consist of all equally ranking
EUR193 million equivalent US dollar revolving credit facility
(RCF), a EUR509 million equivalent US dollar-denominated TLB, a
EUR1,100 million TLB and EUR121 million of reverse factoring, and
the new TLB of EUR644 million equivalent. Due to the debt increase
the existing senior secured notes rating was downgraded to 'B+/RR4'
(also assigned to the new debt) from 'BB-/RR3'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage consistently above 5.5x
- EBITDA margin below 18%
- FCF margin below 5%
- Services revenue contribution below 40%
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage below 4.5x for a sustained period, supported by a
financial policy commitment
- FCF margin above 7%
- Enhanced business diversification through an expansion of the
product portfolio and/or successful transition to hydrogen
technologies
Liquidity and Debt Structure
INNIO had Fitch-adjusted reported readily available cash of EUR389
million at 1H25. Fitch expects it to have a cash balance of around
EUR500 million at end-2025, after the debt-funded extraordinary
dividend of EUR642 million. Fitch restricts EUR25 million of
reported cash for working-capital fluctuations, as for industrial
peers. Fitch believes the business will remain highly cash
generative and be able to build satisfactory cash balances over the
next three years.
INNIO also has an available RCF of EUR193 million equivalent, which
Fitch expects to remain undrawn through to 2028.
Issuer Profile
INNIO (formerly AI Alpine) is a manufacturer and services provider
of mission-critical solutions for power generation and gas
compression.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
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INNIO North America
Holding Inc.
senior secured LT B+ Downgrade RR4 BB-
INNIO Group
Holding GmbH LT IDR B+ Affirmed B+
LT IDR WD Withdrawn
senior secured LT B+ Downgrade RR4 BB-
INNIO Holding GmbH LT IDR B+ New Rating
senior secured LT B+ New Rating RR4
INNIO Beteiligungs
GmbH
senior secured LT B+ New Rating RR4
NIDDA BONDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
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Fitch Ratings has affirmed Nidda BondCo GmbH's (Nidda; trading as
Stada) 'B' Long-Term Issuer Default Rating (IDR) and 'B+' senior
secured rating, issued by Nidda Healthcare Holding GmbH. The
Recovery Rating is 'RR3'. The Outlook on the IDR is Stable. The
rating affirmation follows the announcement of the planned
acquisition of Nidda by CapVest. Fitch also rated the contemplated
EUR550 million issuance of senior secured floating rate notes 'B+'
with a Recovery Rating of 'RR3'.
The Long-Term IDR of 'B' reflects Nidda's financial profile, which
balances relatively high leverage with strong deleveraging
capabilities. An aggressive financial strategy aimed at debt-funded
growth could leave limited financial flexibility for potential
underperformance, while conservative financial strategy
prioritising deleveraging could be commensurate with a higher
rating in line with Nidda's strong business profile.
Key Rating Drivers
Financial Policy Can Affect Rating: Fitch considers that Nidda's
acquisition by CapVest will have limited imminent impact on the
company's credit profile at least in the near future as it operates
under a largely unchanged capital structure, informing its rating
affirmation. A more substantial increase in debt than currently
planned could slow deleveraging and put pressure on the ratings.
Its rating case assumes a mostly unchanged strategy, balancing
assumed organic growth driven by the consumer health and specialty
drug segments, and selectively supported by bolt-on inorganic
growth.
In this context, the announced debt refinancing transaction aims to
partially repay the amounts drawn under the existing revolving
credit facility (RCF), mildly increasing leverage compared to its
previous forecasts.
New PIK Debt Treated as Equity: As part of the announced
transaction, the EUR1.4 billion Holdco payment-in-kind (PIK) notes
will be issued outside the restricted group. Fitch treats the
HoldCo PIK debt as 100% equity in its leverage calculations, taking
into account structural and legal subordination of the Holdco PIK
notes to the financial debt of the restricted group.
Continued Solid Operating Performance: Its rating case reflects
that Nidda's 1H25 performance was ahead of its forecasts, with
last-12-months EBITDA reaching almost EUR1 billion. Fitch forecasts
full-year EBITDA in the lower range of management's EUR930 million
to EUR990 million guidance. Fitch expects revenue to reach over
EUR4.3 billion in 2025, assuming EBITDA margin improvement of 150bp
in its forecast. Fitch expects flat margin evolution at around
21.5% over the medium term, reflecting changes in the product mix
with a higher share in the more profitable specialty and consumer
segments, offsetting EBITDA margin attrition in the generics
business.
Improved FCF Generation: The ratings are supported by
cash-generative operations, due to contained capex intensity and
profitability initiatives. A growing contribution of high-margin
drugs and improving capacity to produce in lower-cost geographies
help offset high debt service costs and net working-capital
outflows, leading to mid-single-digit free cash flow (FCF). Strong
FCF should fund around EUR140 million of average bolt-on
acquisitions a year to 2028. Large debt-funded acquisitions or
capex could put pressure on ratings, but Fitch treats them as event
risk. FCF generation should be further supported by reduced
interest burden due to lower interest on the refinanced debt.
Specialty Segment Driving EBITDA: In its view, Nidda's specialty
drug segment has strong profitability and revenue growth, and has
some operational synergies with its consumer health and generic
business segments. Its forecast assumes that the share of the
specialty segment in EBITDA will increase to around 38% in 2028
from 34% in 2024, supported by mid-to-high single revenue growth
and continuous segment margin improvement.
Positive Market Fundamentals: Fitch expects overall demand will
continue to grow in the mid-single digits, with higher pricing in
complex product areas, driven by growing ageing populations and the
increasing prevalence of chronic diseases, which will further
support Nidda's deleveraging. Fitch sees continued structural
growth opportunities, given more limited overall generic
penetration in Europe than in the US and the increasing
introduction of biosimilars. Fitch views Nidda's exposure to sector
tariffs as limited given its core focus on Europe.
Peer Analysis
Fitch rates Nidda using its Global Rating Navigator Framework for
Pharmaceutical Companies. Under this framework, Nidda's generic,
consumer and specialty business benefits from diversification by
product and geography, with a balanced exposure to mature,
developed and emerging markets.
Nidda's business risk profile is affected by the lack of a global
footprint compared with industry champions such as Teva
Pharmaceutical Industries Limited (BB+/Stable), Hikma
Pharmaceuticals PLC (BBB/Stable), Viatris Inc. (BBB/Negative), and
diversified companies, such as Novartis AG (AA-/Stable). High
financial leverage is a key rating constraint compared with
international peers and is reflected in Nidda's 'B' rating.
Nidda ranks ahead in terms of scale and product diversification of
other non-investment grade peers, such as Grunenthal Pharma GmbH &
Co. Kommanditgesellschaft (BB/Stable), ADVANZ PHARMA HoldCo Limited
(B/Stable), Cooper Consumer Health (B/Stable) and Roar BidCo AB
(B/Stable). Nidda's business is mainly concentrated in Europe, but
it also has a growing presence in other developed and emerging
markets. This gives it a 'BB' category risk profile. However, its
higher leverage and concentrated debt maturity profile constrain
the rating.
CHEPLAPHARM Arzneimittel GmbH (B/Stable) is rated at the same level
as Nidda, with similar leverage profile for both. The former has
smaller business scale, but stronger free cash flow generation due
to its asset-light business model.
Key Assumptions
- Revenue to reach close to EUR5.2 billion by 2028, due to
volume-driven growth of Nidda's specialty product portfolio, the
acquisition of intellectual property rights, and business
development and in-licencing agreements
- Fitch-defined EBITDA margin at 21%-22% from 2025 to 2028 up from
20% in 2024, underpinned by cost improvements and ramp-up of
higher-margin products
- Working-capital outflow of 3.5% of revenue in 2025, then outflow
at 2% to 3% of revenue a year in 2026-2028
- Capex plus M&As at 5%-6% of sales a year to 2028
- M&A between EUR100 million and EUR150 million a year since 2025,
valued at 10x EBITDA with a 26% EBITDA contribution share; M&A to
be primarily funded from internally generated funds and supported
by the RCF
Recovery Analysis
Nidda would be considered a going concern in bankruptcy and be
reorganised rather than liquidated.
Fitch estimates a going concern EBITDA of around EUR600 million,
increased from EUR550 million at last review.
The distressed enterprise value/EBITDA multiple is 6.5x.
Fitch assumes Nidda's senior unsecured legacy debt (at the
operating company level), which is structurally the most senior,
ranks equally with its senior secured acquisition debt, including
term loans, senior secured notes and privately placed senior
secured notes. This view is based on its principal waterfall
analysis and assuming the upsized EUR700 million RCF is fully drawn
in a default.
Its principal waterfall analysis, after deducting 10% for
administrative claims, generates a ranked recovery for the senior
secured debt in the 'RR3' category, including the new senior
secured notes, leading to a 'B+' instrument rating, one notch above
the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- M&A shifting towards higher-risk or lower-quality assets or weak
integration resulting in EBITDA leverage trending to 7.5x
- Persistent operating weakness leading to neutral FCF margins and
EBITDA margins below 18%
- EBITDA interest cover below 2.0x on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Maintained operating profitability resulting in FCF margins
trending above 5%
- Reduction in EBITDA leverage to below 6.0x on a sustained basis
- Maintenance of EBITDA interest cover above 3.0x
Liquidity and Debt Structure
Fitch expects that Nidda had EUR99 million of unrestricted cash
(excluding post-restructuring EUR105 million cash that Fitch treats
as not readily available for debt service), and EUR134 million
available under its EUR365 million RCF at end-1H25. Fitch projects
healthy FCF generation to 2028, which would support liquidity and
should be sufficient to fund operations and M&A activity. The
company has addressed its near-term maturity wall, with no major
maturities until 2030-2032, when the senior secured debt comes
due.
The contemplated transaction will also reduce the amount
outstanding under the RCF from EUR231 million to EUR81 million, and
increase the total RCF limit to EUR700 million, resulting in over
EUR600 million total availability, providing a substantial support
to the liquidity.
Issuer Profile
Nidda is an SPV with indirect ownership of the German-based
pharmaceutical company Stada Arzneimittel AG.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Nidda BondCo GmbH LT IDR B Affirmed B
Nidda Healthcare
Holding GmbH
senior secured LT B+ New Rating RR3
senior secured LT B+ Affirmed RR3 B+
=============
I R E L A N D
=============
HARVEST CLO XVII: S&P Affirms 'B-(sf)' Rating on Class F-R Notes
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Harvest CLO XVII
DAC's class B-1-R and B-2-R notes to 'AAA (sf)' from 'AA (sf)',
class C-R notes to 'AA+ (sf)' from 'A (sf)', and class D-R notes to
'BBB+ (sf)' from 'BBB- (sf)'. At the same time, S&P affirmed its
'AAA (sf)' rating on the class A-R notes, 'BB- (sf)' rating on the
class E-R notes, and 'B- (sf)' rating on the class F-R notes.
The rating actions follow the application of our global corporate
CLO criteria, and S&P's credit and cash flow analysis of the
transaction based on the July 2025 payment report.
Since the closing date in November 2019:
-- The weighted-average rating of the portfolio remains unchanged
at 'B'.
-- The portfolio has become more concentrated, as the number of
performing obligors decreased to 130 from 158.
-- The percentage of 'CCC' rated assets has increased to 6.56%
from 0% of the performing balance.
-- The liabilities decreased by EUR107.27m, while the assets
decreased by EUR116.49m, resulting in a EUR9.22m loss, equivalent
to -2.05% of the aggregate collateral balance since closing. The
senior notes benefited from deleveraging, with credit enhancement
improving across class A-R to E-R notes.
-- The portfolio's weighted-average life has decreased
significantly to 3.37 years from 5.0 years, materially improving
default expectations over the deal's remaining life
-- Following the deleveraging of the senior notes, the class A-R
to E-R notes benefit from higher levels of credit enhancement
compared with our previous review.
Credit enhancement
Current Credit
Amount enhancement as Credit enhancement
Class (mil. EUR) of July 2025 (%)* at closing in 2019(%)
A-R 171.72 48.51 38.00
B-1-R 30.50 35.32 28.22
B-2-R 13.50 35.32 28.22
C-R 26.50 27.37 22.33
D-R 32.00 17.77 15.22
E-R 25.75 10.05 9.50
F-R 12.90 6.19 6.63
Sub. Notes 45.90 N/A N/A
Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)] / [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
*Based on the portfolio composition as reported by the trustee in
July 2025.
N/A--Not applicable.
The scenario default rates (SDRs) have decreased for all rating
scenarios primarily due to a reduction in the weighted-average life
since the closing date (3.37 years from 5.0 years).
Portfolio benchmarks
Current
SPWARF 2,930.59
Default rate dispersion 576.05
Weighted-average life (years) 3.37
Obligor diversity measure 105.31
Industry diversity measure 15.96
Regional diversity measure 1.34
SPWARF--S&P Global Ratings' weighted-average rating factor.
On the cash flow side:
-- The reinvestment period for the transaction ended in May 2024.
-- The class A-R notes have deleveraged by EUR107.27 million since
closing, equivalent to an outstanding note factor of 61.55%.
-- No class of notes is currently deferring interest.
-- All coverage tests are passing as of the July 2025 payment
report.
Transaction key metrics
Current
Total collateral amount (mil. EUR)* 333.50
Defaulted assets (mil. EUR) 2.97
Number of performing obligors 130
Portfolio weighted-average rating B
'AAA' SDR (%) 59.24
'AAA' WARR (%) 36.61
*Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.
S&P said, "In our view, the portfolio is diversified across
obligors, industries, and asset characteristics.
"In our credit and cash flow analysis, we considered the current
target par as per the July 2025 payment report, which indicates
that all the available principal proceeds have been used to redeem
the notes. While not all proceeds were used to fully pay down the
notes as shown in the previous payment reports, the deal kept
reinvesting part of its proceeds despite the failure of its
weighted-average life test (allowed by its documentation, subject
to the weighted-average life test post the reinvestment period
shall be satisfied, or, maintained or improved). Nevertheless, as
indicated in the July payment report, and previous reports, most of
the available proceeds were used to pay down the notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A-R, B-1-R, and B-2-R notes could
withstand the credit and cash flow stresses that we apply at the
'AAA' rating level. We therefore affirmed our 'AAA (sf)' rating on
the class A-R notes and raised to 'AAA (sf)' from 'AA (sf)' our
ratings on the class B-1-R and B-2-R notes.
"Our cash flow analysis indicate the available credit enhancement
for the class C-R notes and D-R notes is sufficient to withstand
the credit and cash flow stresses that we apply at the 'AA+' rating
level and at the 'BBB+' rating level. We therefore raised our
rating on the class C-R notes to 'AA+ (sf)' from 'A (sf)' and our
rating on the class D-R notes to 'BBB+ (sf)' from 'BBB- (sf)'.
"Our cash flow analysis indicates that the available credit
enhancement for the class E-R notes could withstand stresses
commensurate with the rating currently assigned. We therefore
affirmed our 'BB- (sf)' rating on this class of notes.
"The class F-R notes' current break-even default rate (BDR) cushion
is negative at the 'B-' rating level. Based on the portfolio's
actual characteristics and additional overlaying factors, including
our long-term corporate default rates and recent economic outlook,
we believe this class is able to sustain a steady-state scenario,
in accordance with our criteria." S&P's analysis reflects several
factors, including:
-- The class F-R notes' available credit enhancement is in the
same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- S&P's BDR at the 'B-' rating level is 14.29% versus a portfolio
default rate of 10.78%, if it was to consider a long-term
sustainable default rate of 3.2% for a portfolio with a
weighted-average life of 3.37 years.
-- Whether the tranche is vulnerable to non-payment in the near
future.
-- If there is a one-in-two chance for this note to default.
-- If S&P envisions this tranche to default in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with a
'B- (sf)' rating.
"The transaction's exposure to country risk is limited at the
assigned ratings, as the exposure to individual sovereigns does not
exceed the diversification thresholds outlined in our structured
finance sovereign risk criteria.
"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria."
Harvest CLO XVII DAC is a European cash flow CLO transaction that
securitizes loans granted to primarily speculative-grade corporate
firms. The transaction is managed by Investcorp Credit Management
EU Ltd.
SCULPTOR EUROPEAN V: Fitch Assigns BB-sf Final Rating on E-RR Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Sculptor European CLO V DAC reset notes
final ratings.
Entity/Debt Rating
----------- ------
Sculptor European
CLO V DAC
A-RR XS3168199589 LT AAAsf New Rating
B-RR XS3168199746 LT AAsf New Rating
C-RR XS3168200346 LT Asf New Rating
D-RR XS3168200775 LT BBB-sf New Rating
E-RR XS3168200932 LT BB-sf New Rating
F-RR XS3168201153 LT B-sf New Rating
Transaction Summary
Sculptor European CLO V RESET DAC is a securitisation of mainly
senior secured obligations (at least 90.0%) with a component of
corporate rescue loans, senior unsecured, mezzanine, second-lien
loans and high-yield bonds. Note proceeds have been used to redeem
the existing notes (except the subordinated notes) and to fund a
portfolio with a target par of EUR450 million. The portfolio is
actively managed by Sculptor Europe Loan Management Limited. The
CLO has a 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
25.5.
High Recovery Expectations (Positive): At least 90.0% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.5%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a top 10 obligor
concentration limit of 25% and a maximum exposure to the three
largest (Fitch-defined) industries in the portfolio of 43%. These
covenants ensure the asset portfolio will not be exposed to
excessive concentration.
Portfolio Management (Neutral): The transaction has six matrices:
two effective at closing with fixed-rate limits of 5% and 10%; two
at one year and two at 18 months after closing with the same
fixed-rate limits, provided that the portfolio balance (defaults at
Fitch-calculated collateral value) is above target par. All six
matrices are based on a top 10 obligor concentration limit of 20%.
The closing matrices correspond to an 8.5-year WAL test, while the
two forward matrices correspond to a 7.5-year and a 7.0-year WAL
test, respectively.
The transaction has a reinvestment period of about 4.5 years and
includes reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than that
specified in the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, which include passing the coverage tests and
the Fitch 'CCC' bucket limitation test, together with a WAL
covenant that gradually steps down. Fitch believes these conditions
will reduce the effective risk horizon of the portfolio during the
stress period.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of no more than one notch for
the class D and E notes, to below 'B-sf' for the class F notes and
have no impact on the other notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class C notes have a rating
cushion of three notches, the class B , D, E and F notes have
cushions of two notches, while the class A notes have no rating
cushion as they are already at the highest achievable rating.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches for the class A to D notes and to below 'B-sf' for the
class E and F notes
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% rise in the RRR across
all ratings of the Fitch-stressed portfolio would lead to upgrades
of up to three notches, except for the 'AAAsf' rated notes, which
are at the highest level on Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, enabling the notes
to withstand larger-than-expected losses for the transaction's
remaining life.
After the end of the reinvestment, upgrades may result from stable
portfolio credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Sculptor European CLO V DAC
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Sculptor European
CLO V DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
SCULPTOR EUROPEAN V: S&P Assigns B-(sf) Rating on Cl. F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Sculptor European
CLO V DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The
issuer currently has EUR40.00 million of unrated subordinated notes
outstanding from the existing transaction. At closing, the issuer
also issued an additional EUR1.00 million of subordinated notes.
This transaction is a reset of the already existing transaction,
that we did not rate. The existing classes of notes were refinanced
with the proceeds from the issuance of the replacement notes on the
reset date.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs, upon which the
notes pay semiannually.
This transaction has a 1.5 year noncall period, and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The 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 governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,792.95
Default rate dispersion 497.39
Weighted-average life (years) 4.11
Weighted-average life (years) extended
to cover the reinvestment period 4.54
Obligor diversity measure 129.97
Industry diversity measure 22.96
Regional diversity measure 1.22
Transaction key metrics
Total par amount (mil. EUR) 450.00
Number of performing obligors 155
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.51
Target 'AAA' portfolio weighted-average recovery (%) 37.45
Target weighted-average spread (%) 3.82
Target weighted-average coupon (%) 2.82
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds on the effective date. Therefore, we conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR450 million par amount,
the target weighted-average spread (3.82%), the target
weighted-average coupon (2.82%), and the target portfolio
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.
"Until the end of the reinvestment period on April 15, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"The operational risk associated with key transaction parties (such
as the collateral manager) that provide an essential service to the
issuer is in line with our operational risk criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
capped our assigned ratings on the notes. The class A-R and F-R
notes can withstand stresses commensurate with the assigned
ratings.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-R to E-R notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Sculptor European CLO V is a European cash flow CLO securitization
of a revolving pool, comprising mainly euro-denominated senior
secured loans and bonds issued by speculative-grade borrowers.
Sculptor Europe Loan Management Ltd. manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-R AAA (sf) 274.50 39.00 Three/six-month EURIBOR
plus 1.34%
B-R AA (sf) 54.00 27.00 Three/six-month EURIBOR
plus 1.95%
C-R A (sf) 25.88 21.25 Three/six-month EURIBOR
plus 2.40%
D-R BBB- (sf) 33.52 13.80 Three/six-month EURIBOR
plus 3.20%
E-R BB- (sf) 20.47 9.25 Three/six-month EURIBOR
plus 5.50%
F-R B- (sf) 12.38 6.50 Three/six-month EURIBOR
plus 7.92%
Original
sub. Notes NR 40.00 N/A N/A
Additional
sub. Notes NR 1.00 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C-R, D-R, E-R, and F-R notes address ultimate interest
and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
TAURUS 2021-3: S&P Affirms 'B-(sf)' Rating on 2 Note Classes
------------------------------------------------------------
S&P Global Ratings lowered to 'A+ (sf)' from 'AA (sf)', to 'BBB-
(sf)' from 'A- (sf)', to 'BB- (sf)' from 'BBB- (sf)', and to 'B-
(sf)' from 'B+ (sf)' its credit ratings on Taurus 2021-3 DEU DAC's
class A, B, C, and D notes, respectively. At the same time, S&P
affirmed its 'B- (sf)' ratings on the class E and F notes. S&P also
removed the ratings from UCO.
Rating Rationale
S&P said, "The rating actions follow the publication of our global
CMBS methodology and assumptions as well as our review of the most
recent performance data. Since our previous review, occupancy at
the office section of the mixed-use property has continued to
deteriorate and the largest tenant (KPMG) notified the borrower
that it will not renew its lease when it expires in 2028. The
performance of the two hotels at the property has also softened.
"Since our previous review, the loan has been partially repaid, but
the pro rata allocation of the principal receipts has not led to
any improvement in credit enhancement levels."
The loan has been extended once and is now set to mature in
December 2025. The legal final maturity date is in December 2030.
S&P said, "In our view, the loan will struggle to repay at the
extended loan maturity date, at which point it may default and be
transferred to the special servicer. The special servicer will need
to find a purchaser for the property, which is facing increased
vacancy and the upcoming departure of the largest tenant."
Transaction overview
Taurus 2021-3 DEU is a true sale transaction. The transaction is
backed by two cross-collateralized loans, which are secured by The
Squaire, a multifunctional building comprising primarily office
space, two hotels, and parking. The total market value is EUR756.9
million, per the most recent valuation as of March 2024 (down from
EUR832.6 million at closing in April 2021).
The five-year loans are interest-only and include cash trap and
default covenants. Since closing, EUR29.5 million in trapped cash
and equity was used to pay down the loans. The total loan balance
has therefore reduced to EUR510.5 million from EUR540.0 million.
Property performance
As of June 2025, the transaction reported a loan-to-value (LTV)
ratio of 67.5% and a debt yield of 7.0x.
THE SQUAIRE is a nine-story, 65 meters wide and 660 meters long
building complex, constructed on the roof structure of the mainline
train station immediately adjoining Frankfurt Airport. The building
is multifunctional comprising hotel, office, retail, and gastronomy
space, as well as public areas. With a total lettable area of
143,614 square meters and 3,122 parking spaces, THE SQUAIRE is one
of the largest office buildings in Germany. The income derived from
the asset is split into three separate asset components (i) the
office component, (ii) the hotel component, and (iii) the Squaire
Parking component. All vacant office space is being actively
marketed.
Occupancy currently stands at 81.0%, per the servicer report, but
vacancy (excluding the hotels and parking components) per the most
recent tenancy schedule is 25.75%. In addition, KPMG has announced
that it will not be renewing its lease when it matures in 2028.
KPMG accounts for 43% of the space and 59% of the rent (excluding
hotels and parking).
Portfolio tenant summary:
After KPMG, the second-largest tenant is Michelin, accounting for
9.15% of the rent, Atos the third-largest, contributing 5.27% of
the rent. No other tenant accounts for more than 5% of the rent.
Atos' lease expires at the end of 2027 and Michelin's leases
between 2028 and 2031.
The third-largest tenant, Atos Information Technology, whose parent
company is Atos SE, is currently rated 'B-' by S&P Global Ratings,
since we upgraded it from 'SD' in December 2024, after a debt
restructuring. Nevertheless, the tenant remains lowly rated.
Performance at the Frankfurt Airport Hilton Hotels had recovered
after the pandemic and was matching the pre-pandemic era by 2023.
However, the numbers for 2024 are trailing behind the equivalent
2023 quarters.
Table 1
Hilton Hotels combined historical performance
Average daily Revenue per
Year Occupancy (%) rate (EUR) available room (EUR)
2016 94.2 148.26 139.63
2017 94.9 155.87 147.85
2018 96.3 161.16 155.12
2019 95.8 161.10 154.50
2020 37.1 141.00 52.00
2021 45.4 134.00 61.00
2022 72.2 182.00 130.00
2023 83.4 235.36 196.36
2024 81.0 225.97 183.13
The Hilton Hotel achieved total revenue of approximately EUR20.77
million in the 12-month period that ended in the first quarter of
2025. This is approximately 6% less than during the same period the
year before. Over the same period, occupancy was down to 78.00%
from 80.25% the year before.
The Hilton Garden Inn Hotel achieved total revenue of approximately
EUR17.96 million in the 12-month period that ended in the first
quarter of 2025. This is approximately 7% less than during the same
period the year before. Over the same period, occupancy was down to
83.40% from 84.09% the year before.
The parking income in the first quarter of 2025 continues to
improve. The rolling 12-month parking income has been showing an
upward trajectory.
Table 2
The Squaire parking historical income
Month Trailing 12-month parking income (EUR)
March 2025 6,978,424
December 2024 6,903,568
September 2024 6,713,101
June 2024 6,406,082
March 2024 6,017,437
December 2023 5,867,596
September 2023 5,684,711
June 2023 5,670,642
March 2023 5,668,846
December 2022 5,356,760
September 2022 3,875,139
June 2022 2,466,049
March 2022 1,074,451
Credit Evaluation
Office
S&P said, "We marked the KPMG rent down to EUR28 per square meter
per month, which is the market level. We also used that figure for
the vacant office space.
"Airport submarket vacancy is 16.5% per data from CBRE, physical
vacancy at the property is 25.75% and would increase to 72.00% when
KPMG leaves and if Atos departs. We used a sustainable vacancy of
40% for the office space to account for the risk that it may take
the property manager multiple years to find replacement tenants and
that renovations may be costly.
"We have moved the cap rate out further to reflect the continuing
increase in the vacancy. The property is still a prominent asset in
the submarket and its connections to public and individual transit
are unparalleled. However, office markets in general are weak and
the effect on a large asset in a submarket outside of the central
business district is outsized."
Table 3
S&P value
Previous full review (June 2024) Current
S&P NCF (EUR) 20,385,288 13,789,936
Cap rate (%) 6.00 6.25
S&P gross value (EUR) 313,330,972 220,638,976
Additions/deductions (EUR) (15,666,549) (6,174,000)
S&P net value (EUR) 297,664,423 214,464,976
NCF--Net cash flow.
Hotels
S&P used three-year averages for occupancy and average daily rate
(ADR). For the expenses, it used the reported expense ratios and
market assumptions such as 2.5%-3.0% for management fees and 4.0%
for fixtures, furniture, and equipment (FF&E).
Table 4
S&P value
Previous full review (June 2024) Current
S&P NCF (EUR) 14,100,000 12,480,355
Cap rate (%) 7.5 7.5
S&P gross value (EUR) 188,200,000 166,404,731
Additions/deductions (EUR) 9,400,000 0
S&P net value (EUR) 178,800,000 166,404,731
NCF--Net cash flow.
Parking
S&P has used the average revenue over the last three years. For the
operating expenses, it used a 65% margin derived from the previous
year's actual performance.
Table 5
S&P value
Previous full review (June 2024) Current
S&P NCF (EUR) 3,620,204 3,943,936
Cap rate (%) 8.5 8.5
S&P gross value (EUR) 42,590,634 46,399,243
Additions/deductions (EUR) (2,129,532) 0
S&P net value (EUR) 40,461,103 46,399,243
NCF--Net cash flow.
S&P's S&P value for the parking element is higher due to a 10%
increase in the revenue and NCF, as well as a change in our
criteria (no purchase costs deduction).
Table 6
Calculation of
asset quality and
income stability Asset Income
scores S&P value quality stability
(EUR) % of pool score score
Office 214,464,969 50.2 3.50 3.50
Hotel 166,404,731 38.9 3.25 2.00
Parking 46,399,243 10.9 4.00 3.50
Weighted average 3.46 2.92
Table 7
Overall value analysis
Previous full review
Current review (June 2024)
S&P net cash flow (EUR) 30,214,226 38,120,721
S&P value (EUR) 427,268,943 516,918,433
Market value (EUR) 756,900,000 829,300,000
Haircut to Market Value (%) (43.6) (37.7)
S&P made an adjustment to its base recovery rates of -3.14% based
on the asset quality score, income stability score, and the total
leverage, in accordance with its criteria.
Rating Action
S&P said, "Our ratings in this transaction address the timely
payment of interest, payable annually, and the payment of principal
no later than the legal final maturity date in 2030.
"Given the, in our opinion, weakened ability of the property to
generate cash flow, our S&P value has reduced by 17% since our
previous review. This is due to the increasing concerns over the
office vacancy and the weakening in the hotel revenue, only
partially mitigated by the stronger parking income.
"We have lowered our ratings on the class A, B, C, and D notes due
to the lower recovery value and the minimal repayment of the
principal since our previous review.
"Moreover, because our asset quality score is below 3.5 and the
loan's collateral is concentrated in one property, we have limited
our ratings to 'A+', in accordance with our criteria.
"For the class D, E, and F notes, even though they do not pass our
'B' rating level stresses, we have assigned a 'B- (sf)' rating
because we believe the repayment of interest and principal does not
rely on favorable economic and financial conditions."
=========
I T A L Y
=========
GOLDEN BAR 2025-2: Fitch Assigns 'BB+(EXP)sf' Rating on Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Golden Bar (Securitisation) S.r.l. -
Series 2025-2 (GB 2025-2) notes expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Golden Bar
(Securitisation)
S.r.l. - Series
2025-2
A1 LT AA+(EXP)sf Expected Rating
A2 LT AA+(EXP)sf Expected Rating
B LT AA-(EXP)sf Expected Rating
C LT A-(EXP)sf Expected Rating
D LT BBB(EXP)sf Expected Rating
E LT BBB-(EXP)sf Expected Rating
F LT BB+(EXP)sf Expected Rating
Transaction Summary
GB 2025-2 will be a securitisation of unsecured consumer loans and
vehicles loans with standard and flexible amortisation or balloon
repayment granted to individuals ("persone fisiche") and individual
entrepreneur borrowers, by Santander Consumer Bank S.p.A. (SCB),
with a revolving period of two months. SCB is wholly owned by
Santander Consumer Finance, S.A. (A/Stable/F1), the consumer credit
arm of Banco Santander, S.A. (A/Stable/F1).
KEY RATING DRIVERS
Diverse Portfolio Composition: Fitch's base-case default
expectations are set at 6.0% for personal loans, 1.5% for new
vehicles, 3.0% for used vehicles and 1.25% for balloon loans. Fitch
assigned the same base case to flexible and standard auto loans,
consistent with the predecessor transaction, as historical
performance is not materially different.
Pro-rata Subject to Triggers: The class A to E notes will repay
pro-rata until a sequential redemption event occurs. Fitch sees a
switch to sequential amortisation as unlikely in the base case
scenario, due to the gap between its portfolio loss expectations
and performance triggers. The mandatory switch to sequential
paydown when the outstanding collateral balance falls below a
certain threshold successfully mitigate tail risk.
No Servicing Fees Modelled: The transaction envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. Fitch believes the reserve will be
adequate to cover stressed servicer fees at the notes' maximum
achievable rating throughout the transaction's life. Consequently,
no servicing fees are modelled in Fitch's cash flow analysis,
resulting in higher excess spread being available to the
structure.
Excess Spread Notes Rating Cap: The class F excess spread notes are
not collateralised and their interest and principal are paid from
available excess spread. The class F notes start amortising from
the issue date and during the two-month revolving period. Fitch has
capped the excess spread notes' ratings at 'BB+sf' in line with its
Global Structured Finance rating criteria.
'AA+sf' Sovereign Cap: The class A notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB+/Stable/F1), which is the cap for Italian structured finance
and covered bonds. The Stable Outlook on the class A notes reflects
that on the sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The class A notes' rating, at the applicable cap, is sensitive to
changes in Italy's Long-Term Issuer Default Rating (IDR), as a
downgrade of Italy's IDR and downward revision of the 'AA+sf'
rating cap for Italian structured finance transactions would
trigger downgrades of the notes rated at this level.
Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce loss levels larger than the base
case and could result in negative rating action on the notes. For
example, a simultaneous increase in the default base case by 25%
and decrease in the recovery base case by 25% would lead to up to
three-notch downgrades of the class A to E notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Italy's IDR and revision of the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A notes.
An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to three notches for the class B to D notes,
provided there are no other qualitative elements that could limit
the ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Golden Bar (Securitisation) S.r.l. - Series 2025-2
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
SIENA NPL 2018: DBRS Cuts Rating on Class A Notes to 'BB(low)'
--------------------------------------------------------------
DBRS Ratings GmbH downgraded its credit rating on the Class A notes
issued by Siena NPL 2018 S.r.l. (the Issuer) to BB (low) (sf) from
BB (high) (sf) with a Stable trend.
The transaction represents the issuance of the Class A, Class B,
and Class J notes as well as a Class X detachable coupon
(collectively, the notes). The credit rating on the Class A notes
addresses the timely payment of interest and the ultimate payment
of principal on or before its final maturity date. Morningstar DBRS
does not rate the Class B notes, the Class J notes, or the Class X
detachable coupon.
At issuance, the notes were backed by a EUR 24.1 billion portfolio
by gross book value (GBV) consisting of a mixed pool of Italian
nonperforming residential, commercial, and unsecured loans
originated by Banca Monte dei Paschi di Siena S.p.A., MPS Capital
Services Banca per le Imprese S.p.A., and Monte dei Paschi di Siena
Leasing. The portfolio was composed of secured commercial and
residential loans (57.8% of total GBV) and unsecured loans (42.2%
of total GBV) mostly owed by Italian small and medium-size
enterprises (81.0% of total GBV).
The receivables are serviced by Special Gardant S.p.A. (Special
Gardant; formerly Credito Fondiario S.p.A.), doValue S.p.A.
(doValue; formerly Italfondiario S.p.A.), Cerved Credit Management
S.p.A. (Cerved; formerly Juliet S.p.A), and Prelios Credit
Servicing S.p.A. (Prelios; collectively, the special servicers).
Master Gardant S.p.A. (formerly Credito Fondiario S.p.A.) also
operates as the master servicer in the transaction. No back-up
servicer was appointed at issuance; however, the multiservicing
nature of the transaction mitigates the risk of a potential
disruption in the servicing activities.
CREDIT RATING RATIONALE
The credit rating downgrade follows a review of the transaction and
is based on the following analytical considerations:
-- Transaction performance: An assessment of portfolio recoveries
as of June 2025 focusing on (1) a comparison between actual
collections and the special servicers' initial business plan
forecast, (2) the collection performance observed over recent
months, and (3) a comparison between the current performance and
Morningstar DBRS' expectations.
-- Portfolio characteristics: The loan pool composition as of June
2025 and the evolution of its core features since issuance.
-- Transaction liquidating structure: The order of priority
entails a fully sequential amortization of the notes (i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes and the Class J notes will begin to amortize
following the repayment of the Class B notes).
-- Performance ratios and underperformance events: As per the most
recent July 2025 payment report, all servicers have breached their
special servicer subordination event and 10% of their fees above
the base fee are subordinated in the priority of payments. The
mezzanine notes (interest) trigger has not occurred.
-- Liquidity support: The transaction benefits from an amortizing
cash reserve providing liquidity to the structure and covering
potential interest shortfall on the Class A notes. The cash reserve
target amount is equal to 3.5% of the Class A notes' principal
outstanding and is currently fully funded.
-- Interest rate risk: The transaction is exposed to interest rate
risk in a rising interest-rate environment because of the under
hedging of the Class A notes. The under hedging is a result of the
underperformance in terms of collections.
TRANSACTION AND PERFORMANCE
According to the latest investor report from July 2025, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were EUR 713.8 million, EUR 910.4 million, and EUR 565.0
million, respectively. As of the July 2025 payment date, the
balance of the Class A Notes had amortized by 75.5% since issuance
and the aggregated transaction balance was EUR 2,189.1 million.
As of June 2025, the transaction was performing below the
servicer's business plan expectations. The actual cumulative gross
collections from the transfer date (20 December 2017) equaled EUR
3,844.9 million whereas the servicer's initial business plan (as of
August 2020) estimated cumulative gross collections of EUR 5,246.8
million for the same period. Therefore, as of June 2025, the
transaction was underperforming by EUR 1,401.9 million (-26.7%)
compared with the initial business plan expectations.
At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 4,412.0 million in the BBB
(sf) stressed scenario. Therefore, as of June 2025, the transaction
was performing below Morningstar DBRS' initial stressed
expectations.
The business plan assumes total cumulative gross collections from
the transfer date of EUR 6,247.8 million. Excluding actual
collections, the special servicers' expected future collections
from July 2025 are now EUR 1,000.9 million. The updated Morningstar
DBRS BB (low) (sf) credit rating stress assumes a haircut of 11.7%,
including actual collections from the transfer date.
The final maturity date is January 2033 for the Class A Notes and
January 2047 for the Class B and J Notes. If considering the
amortization speed of the Class A Notes over the last two years,
the Class A Notes would fully repay in 2031.
Notes: All figures are in euros unless otherwise noted.
SUNRISE SPV 97: DBRS Finalizes BB(high) Rating on 2 Note Classes
----------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
following classes of notes (collectively, the Rated Notes) issued
by Sunrise SPV 97 S.r.l. - Sunrise 2025-2 (the Issuer):
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class X Notes at BB (high) (sf)
Morningstar DBRS did not rate the Class M Notes (together with the
Rated Notes, the Notes) also issued in this transaction.
The credit ratings of the Class A and Class B Notes address the
timely payment of scheduled interest and the ultimate repayment of
principal on or before the legal final maturity date. The credit
ratings of the Class C, Class D and Class E Notes address the
ultimate payment of interest but the timely payment of scheduled
interest when they become the senior-most tranche, and the ultimate
repayment of principal on or before the legal final maturity date.
The credit rating of the Class X Notes addresses the ultimate
payment of interest and the ultimate repayment of principal on or
before the legal final maturity date.
The transaction is a securitization of fixed-rate consumer, auto
and other purpose loans granted to private individuals residing in
Italy by Agos Ducato S.p.A. (Agos). Agos is also the initial
servicer of the transaction, which has no exposure to balloon
payments or residual value. Unlike previously issued transactions,
this is the first Sunrise transaction that contemplates a pro
rata/sequential redemption feature during the amortization period.
CREDIT RATING RATIONALE
Morningstar DBRS' credit ratings are based on the following
analytical considerations:
-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued
-- The credit quality and the diversification of the collateral
portfolio, its historical performance and the projected performance
under various stress scenarios
-- The operational risk review of Agos' capabilities with regard
to originations, underwriting, servicing and financial strength
-- The transaction parties' financial strength with regard to
their respective roles
-- The consistency of the transaction's structure with Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology
-- Morningstar DBRS' long-term sovereign credit rating on the
Republic of Italy, currently at BBB (high) with a Positive trend
TRANSACTION STRUCTURE
The transaction includes a six-month scheduled revolving period,
during which the Issuer is able to purchase additional loan
receivables, subject to the eligibility criteria and concentration
limits set out in the transaction documents. The revolving period
may end earlier than scheduled if certain events occur such as the
insolvency of Agos as the originator, the replacement of Agos as
the servicer, or the breach of performance triggers.
The transaction allocates collections in separate interest and
principal priorities of payments and benefits from an amortizing
payment interruption risk reserve equal to 1.1% of Rated Notes
(excluding the Class X Notes) principal balances, subject to a
floor of EUR 850,000. This reserve was initially funded with the
(Class X) Notes issuance proceeds and can be used to cover senior
expenses, senior swap payments and interest payments on the Rated
Notes (excluding the Class X Notes) and would be replenished in the
interest waterfall. Principal funds can also be reallocated to
cover senior expenses, senior swap payments and interest payments
on the Rated Notes (excluding the Class X Notes) if the interest
collections and this reserve are not sufficient.
The transaction also benefits from a rata posticipata reserve to
supplement interest amounts that borrowers do not make during
payment holidays. This reserve will be funded through the
transaction interest waterfall if specific thresholds are breached
and will be released when the threshold breach is cured.
After the end of the revolving period, the repayment of the Notes
(excluding the Class X Notes) will be on the Class A Notes only for
six months, followed by a pro rata repayment between the Notes
(excluding the Class X Notes) until a sequential redemption event
occurs. Upon the occurrence of a sequential redemption event, the
repayment of the Notes (excluding the Class X Notes) will switch to
be sequential and non-reversible. On the other hand, the Class X
Notes began to be repaid with the available funds in the interest
priority of payments immediately after the transaction closes.
Morningstar DBRS considers the interest rate risk for the
transaction to be limited as an interest rate swap is in place to
reduce the mismatch between the fixed-rate collateral and the Rated
Notes (excluding the Class X Notes).
TRANSACTION COUNTERPARTIES
Crédit Agricole Corporate and Investment Bank (CA-CIB), Milan
branch is the account bank for the transaction. Based on
Morningstar DBRS' private ratings on CA-CIB, the downgrade
provisions outlined in the transaction documents and other
mitigating factors in the transaction structure, Morningstar DBRS
considers the risk arising from the exposure to the account bank to
be consistent with the credit ratings assigned.
CA-CIB is also the initial swap counterparty for the transaction.
CA-CIB meets the Morningstar DBRS' criteria to act in such
capacity. The transaction documents contain downgrade provisions
consistent with Morningstar DBRS' criteria.
PORTFOLIO ASSUMPTIONS
As Agos has a long operating history of consumer and auto loan
lending in Italy, Morningstar DBRS considers the performance data
to be meaningful for vintage analysis. Morningstar DBRS maintained
its expected default assumptions for each loan type and constructed
a portfolio lifetime expected gross default of 5.1% for this
transaction based on the potential portfolio migration during the
scheduled revolving period. On the other hand, Morningstar DBRS
revised its expected recovery rates of all loan types upward to 20%
or a loss given default (LGD) of 80%.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Rated Notes are the related
interest amounts and the initial principal amounts.
Notes: All figures are in euros unless otherwise noted.
===================
K A Z A K H S T A N
===================
SAMRUK-ENERGY: Fitch Affirms 'BB+' LongTerm Foreign Currency IDR
----------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based JSC Samruk-Energy's
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB+'.
The Outlook is Stable.
The affirmation reflects the application of 'top-down minus two'
approach from Kazakhstan (BBB/Stable) under Fitch's
Government-Related Entities Rating Criteria (GRE criteria). This is
driven by a Standalone Credit Profile (SCP) of 'b+', and 'Very
Likely' expectations of support from Kazakhstan.
Samruk-Energy's 'b+' SCP is constrained by Fitch-expected weakening
of the financial profile, with funds from operations (FFO) net
leverage rising to around 5x on average over 2026-2027, and deeply
negative free cash flow (FCF) over 2025-2027 as the company
progresses with substantial debt-funded capex for the Almaty
gasification and other projects. This is offset by strong state
support including guarantees for debt, equity injections, asset
contributions and favourable tariff decisions.
Key Rating Drivers
'Very Strong' Responsibility to Support: Fitch assesses
Samruk-Energy's decision-making and oversight, and precedents of
support as 'Very Strong' under the GRE criteria. The state has 100%
ownership and strong influence on Samruk-Energy's strategy and
operations including approving its investment plans, setting
tariffs and delegating strategic investment projects.
The state has committed to provide guarantees for Samruk-Energy's
debt to fund gasification projects in Almaty, leading to around 60%
share of guaranteed debt over 2025-2028. In 2024 the state
transferred to the company two hydro power plants (8% of
Samruk-Energy's 2024 EBITDA) for free. The state also provided
equity injections of KZT69 billion for Almaty projects in 2023-2025
and plans to provide further KZT600 billion to fund the company's
contribution to government-assigned projects.
'Strong' Incentive to Support: Fitch assesses preservation of
government policy role as 'Strong' as Samruk-Energy is responsible
for 34% of electricity production and over 40% of coal production
in Kazakhstan, is a large employer, and carries out many strategic
projects for the state. Fitch would not expect contagion risk from
a Samruk-Energy default for the state or other GREs, given its
mostly domestic funding in local currency with no presence in the
Eurobond market.
Ambitious Capex Plan: Samruk-Energy's investment programme assumes
capex of KZT1.6 trillion (USD3 billion) for 2025-2029. The cost of
the largest project, gasification of Almaty Power Stations (around
1GW), replacing coal-fired generation, has risen since last year,
reflecting higher equipment cost and tenge depreciation. Other
major projects include reconstruction and modernisation at
Ekibastuz GRES-1, reconstruction of cable networks in the Almaty
region and modernisation of hydro assets. The company expects most
of the investment programme to be debt funded and has secured
funding for the largest projects.
Re-Leveraging Ahead: Fitch expects Samruk-Energy's financial
profile to weaken, with FFO net leverage rising to around 5x on
average over 2026-2027 when capex peaks, from 1.6x in 2024. Fitch
also forecasts significantly negative FCF over 2025-2027. Delays in
project commissioning (see below) will postpone deleveraging.
Increased Capacity Payments Approved: The regulator approved the
new schedule of capacity payments for the Almaty gasification
project, with payments starting once units are commissioned. The
capacity payments have risen on average to reflect the increased
capex, and have become variable over the 10-year remuneration
period, at KZT4.5 million-KZT18.7 million per megawatt per month,
linking them to the repayment schedule for the project's debt.
Higher capacity payments of KZT18.7 million per megawatt per month
in the first two years from commissioning, up from KZT8.2 million
before, should contribute to deleveraging from 2028.
Healthy Growth in Generation Tariffs: Electricity generation
tariffs increased by 15% in February 2025 for Ekibastuz GRES-1 and
by 17% for Almaty Power Stations, key opcos of the group. These
tariffs are revised annually. The regulator is considering raising
the allowed profitability rate included in tariffs from the current
11.79%, which would be positive for Samruk-Energy.
Capacity Market Benefits EBITDA: Samruk-Energy's GRES-1 and Almaty
stations receive capacity payments from market sales that cover the
fixed costs and do not have volume risk. The market capacity tariff
rose by 10%, to KZT1.2 million per MW per month in 2025, after an
80% rise in 2024. The company also benefits from investment
agreements that lock in investment tariffs for the Shardara and
Moinak hydro power plants and GRES-1, approved at KZT1.2
million-3.9 million per MW per month. Fitch forecasts capacity
sales to contribute over 50% of EBITDA in 2027-2029 (23% in 2024)
once gasification projects are complete, improving profitability
and cash flow visibility.
Equity Injections for New Projects: Samruk-Energy is involved in
several state-driven projects, including construction of three new
combined heat power plants via joint ventures with Samruk-Kazyna
and construction of new renewable generation capacity via
associated companies with foreign partners. Samruk-Energy will own
non-controlling stakes in the new companies, and they will not be
consolidated. Fitch estimates investments at around KZT600 billion
over 2025-2029, which will be fully covered by equity injections
from the state, assuming neutral effects on leverage. Use of
Samruk-Energy's own funds for those projects would be credit
negative.
Emerging Regulation: Tariffs for generation, distribution and
supply are regulated in Kazakhstan. The regulatory framework
generally allows for recovery of costs and investments but remains
subject to social and political pressure. This results in local
utilities' cash flows being less stable than peers' in more
established markets.
Peer Analysis
Samruk-Energy, Kazakhstan Electricity Grid Operating Company
(KEGOC, BBB/Stable, SCP: bbb-), Uzbekistan's Thermal Power Plants
Joint Stock Company (BB/Stable; SCP: ccc) and Uzbekhydroenergo JSC
(BB/Stable; SCP: b+) are all rated under the GRE criteria.
Samruk-Energy is rated two notches below Kazakhstan, while KEGOC is
rated bottom-up plus one from its SCP for state support. The
ratings of Thermal Power Plants and Uzbekhydroenergo are equalised
with Uzbekistan, reflecting that almost all their debt is secured
by government guarantees or provided by the state.
KEGOC's stronger SCP of 'bbb-' than Samruk-Energy reflects its
lower business risk profile and lower forecast leverage.
Samruk-Energy benefits from larger operations, wider geographical
presence in Kazakhstan and stronger liquidity than Limited
Liability Partnership Kazakhstan Utility Systems (BB-/Negative),
which results in 0.5x higher debt capacity. However, Kazakhstan
Utility Systems' projected financial structure is stronger.
Key Assumptions
Fitch's key assumptions within its rating case for the issuer
include:
- GDP growth of 4.0%-5.6% and CPI of 8%-12% a year over 2024-2028
- Electricity generation tariffs showing multidirectional dynamics
over 2026-2028, as some tariff incentives expire
- Electricity distribution tariff close to CPI over 2026-2028
- Capacity market sales tariff as approved by the regulator for
2025, and no growth for 2026-2028
- Capacity tariffs under investment agreements for GRES-1, Almaty,
Moinak and Shardara as approved by the regulator
- Capex averaging KZT365 billion a year over 2025-2028 (unit-3 at
Ekibastuz GRES-1 not included)
- Annual average dividends of KZT20 billion over 2025-2028, above
management expectations
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Negative sovereign rating action
- Weaker linkage with the ultimate parent, for example diminishing
or irregular state support, or attraction of significant funding
for upcoming capex projects without state guarantees
- FFO net leverage above 4.5x and FFO interest cover below 3x on a
sustained basis, which would be negative for the SCP, but not the
IDR provided links with the state remain unchanged
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive sovereign rating action
- Further strengthening of links with the government
- An improvement of the SCP to 'bb-', for example, due to FFO net
leverage below 3.5x and FFO interest cover above 3.5x on a
sustained basis, which would not have an impact on the IDR,
assuming unchanged links with the state
For Kazakhstan sensitivities see "Fitch Affirms Kazakhstan at
'BBB'; Outlook Stable" published on 15 July 2025.
Liquidity and Debt Structure
At end-1H25, Samruk-Energy had KZT159 billion in cash and
equivalents and held KZT21 billion of short-term local bonds. The
company also had KZT113 billion of unused credit lines for working
capital at Kazakh banks. This exceeds short-term debt of KZT89
billion. Debt maturities in 2026-2028 range between KZT23 billion
and KZT109 billion. Fitch expects Samruk-Energy to remain reliant
on local banks to refinance most further debt repayments in 2026
and beyond.
Fitch expects Samruk-Energy to generate cumulative negative FCF of
around KZT1,000 billion over 2025-2027, driven by capex. Near-term
capex has been funded as the company has unused balances of KZT608
billion under long-term credit agreements from international and
local financial institutions (European Bank for Reconstruction and
Development, Asian Development Bank, Development Bank of Kazakhstan
and Halyk Bank) for projects at GRES-1 and Almaty Stations. Some
other loans are under negotiation.
Issuer Profile
Samruk-Energy is a Kazakhstan-based holding company integrated
across the electricity value chain including coal mining,
electricity and heat generation, electricity distribution and
retail sales.
Summary of Financial Adjustments
Fitch reflected the difference between the balance value of loans
from Samruk-Kazyna and their nominal value as off-balance-sheet
debt.
Fitch reclassified capitalised interest to interest paid from
capex.
Public Ratings with Credit Linkage to other ratings
The rating is based on a 'top-down' approach from the indirect
sovereign shareholder, Kazakhstan.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
JSC Samruk-Energy LT IDR BB+ Affirmed BB+
ST IDR B Affirmed B
LC LT IDR BB+ Affirmed BB+
Natl LT AA-(kaz)Affirmed AA-(kaz)
senior
unsecured LT BB+ Affirmed RR4 BB+
senior
unsecured Natl LT AA-(kaz)Affirmed AA-(kaz)
===================
L U X E M B O U R G
===================
CPI PROPERTY: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on CPI
Property Group and assigned a 'B+' issue rating to the proposed
hybrid bond, reflecting its subordination to CPI's senior debt (in
line with existing subordinated notes) and optional deferability.
S&P also affirmed the 'BB+' issue rating on CPI's senior unsecured
debt (recovery rating: '3').
The negative outlook indicates that S&P could lower the ratings
over the next 6-9 months if CPI does not reduce its debt and
interest burden, its operating performance or financial flexibility
deteriorate further, or if it deviates from its deleveraging path
by making higher-than-expected distributions or pursuing
debt-funded acquisitions.
CPI's proposed benchmark-size hybrid issuance in pound sterling (to
which we will assign 50% equity content) to repurchase a 49%
minority stake in CPI Project Invest and Finance will slightly
improve credit metrics and leverage ratios since it will unwind the
minority stake, which S&P currently views as 100% debt-like,
resulting in adjusted debt to debt plus equity improving to
56.5%-57.5% in 2025 and 55%-56% in 2026 from 58.2% on June 30,
2025.
Although EBITDA interest coverage will also slightly improve, S&P
expect the ratio to remain weak for the rating at 1.6x-1.7x over
2025 and 2026 due to slightly lower-than-expected EBITDA, partially
mitigating the positive impact from the transaction.
While unwinding its minority stake will reduce corporate complexity
and give CPI more control over its cash flows and slightly reduce
interest costs, S&P still expects rental income loss due to sizable
disposals and subdued operating performance, especially with the
office portfolio, which will continue to weigh on EBITDA
generation.
CPI's proposed transaction reduces corporate complexity and should
positively impact metrics and partially mitigate rental income loss
from asset disposals and low occupancy levels in its office
portfolio. CPI announced its intention to repurchase Sona AM's 49%
minority stake in CPI Project Invest and Finance, funding the
transaction with a proposed benchmark hybrid issuance in pound
sterling. S&P said, "We adjusted our debt calculations to reflect
the sale of the EUR250 million minority stake since we view it as
akin to debt. As a result, despite the higher price to repurchase
the minority stake, the company's hybrid issuance will benefit from
intermediate equity content, resulting in slightly improved credit
metrics with debt to debt plus equity of 56.5%-57.5% in 2025 and
55%-56% in 2026, compared to our previous forecast of 57.5%-58.5%
and 56.5%-57.5%, respectively. It should also result in a slight
improvement in EBITDA interest coverage of about 0.05x-0.07x over
2025-2027. That said, as of June 30, 2025, CPI Property Group
reported lower-than-expected EBITDA generation, with adjusted
EBITDA on a rolling 12-month basis standing at EUR640 million for
2025, compared to our previous forecast of about EUR650 million.
Given that we expect further asset disposals of about EUR400
million-EUR450 million by year-end 2025--on top of the company's
secured asset sales of EUR657 million as of June 30, 2025, and a
further EUR700 million in 2026 and 2027--we expect this to keep
weighing on rental income. In addition, we expect weak leasing
activity in the office segment, resulting in persistently low
occupancy levels--which stood at 88.5% as of June 30, 2025--to
weigh on the group's EBITDA generation. Consequently, the slight
improvement in EBITDA interest coverage from the new hybrid
transaction is partially offset by this lower-than-expected EBITDA
generation, resulting in our expectation that the interest coverage
ratio will remain between 1.6x-1.7x, in line with our May 2025 base
case."
S&P said, "We assess the proposed hybrid bond as having
intermediate equity content. As is common for a speculative-grade
issuer, we rate the proposed perpetual subordinated hybrid bond
three notches below our issuer credit rating on CPI and at the same
level as our rating on the company's outstanding EUR1.8 billion
hybrid bonds. Pro forma for the proposed transaction, CPI's total
hybrid portfolio receiving equity content as a percentage of total
capitalization will increase to about 12.8% from 9.7%, close to our
15% threshold for receiving equity content. The rating difference
reflects our notching methodology, which deducts two notches for
subordination since our long-term rating on CPI is
speculative-grade ('BB+' or lower), and one notch for payment
flexibility, because the option to defer interest stands with the
issuer. We assess the bond as having intermediate equity content
until its first reset date, set to be 5.25 years after issuance.
This is because it is subordinated to the company's senior debt
obligations, cannot be called for more than five years, and is not
subject to features that could discourage or materially delay
deferral. Overall, we consider the terms and conditions of the
proposed hybrid bond mirror those of the completed hybrid exchange
in June 2025."
While asset sales support deleveraging and manage liabilities,
CPI's ability to cover its interest payments still depends on
strong leasing performance, average disposal yields, and timely
gross debt reduction. Although CPI secured EUR657 million in asset
disposal proceeds over the first half of 2025, its gross debt only
reduced by EUR180 million over the same period. As a result, the
rental income lost from the disposals and the increasing average
cost of debt to 3.65% as of June 30, 2025, from 3.52% as of
year-end 2024, outweighed the small positive impact of gross debt
repayment on the company's ability to cover interest payments.
EBITDA interest coverage deteriorated to 1.6x on a rolling 12-month
basis as of June 30, 2025, from 1.7x at year-end 2024. Slow leasing
activity in the first quarter of 2025 weighed on occupancy and
like-for-like rental income growth, which stood at 2.3% as of June
30, 2025. This was not enough to offset the loss of rental income
from the EUR1.6 billion executed asset disposals in 2024 and an
additional EUR657 million from disposals closed year-to-date.
Future disposals will continue to reduce leverage but will also
further erode rental income. S&P said, "While we understand the
company will focus on lower yielding asset sales and opportunistic
acquisitions to compensate for rental income loss, the pace and
effective yield of these disposals remains critical to maintaining
a positive EBITDA trajectory and, consequently, CPI's ability to
improve its interest service coverage. We will continue to monitor
EBITDA generation and the company's disposal program, considering
minimal headroom under our EBITDA interest coverage ratio in our
updated base-case scenario for fiscal 2025 and 2026."
S&P said, "Despite cash availability concerns, we expect liquidity
to remain adequate over the next 12 months, supported by large cash
balances, a recently refinanced revolving credit facility (RCF) and
proven access to capital markets. That said, the company faces
large upcoming debt maturities of EUR1.5 billion in 2027 and EUR1.9
billion in 2028. CPI has secured sufficient short-term liquidity
thanks to asset disposal proceeds, the recently refinanced EUR400
million RCF, and its ability to access to debt capital markets, as
demonstrated by the recent EUR500 million senior unsecured bond
issuance, the subordinated notes exchange completed in June 2025,
and a subsequent hybrid tap. Cash and debt are distributed unevenly
across the group; cash held by subsidiary CPI Europe is not readily
available for debt repayment at the CPI Property Group holding
level. To address this, CPI recently announced a letter of intent
to transfer its Czech residential portfolio to CPI Europe, aiming
to upstream cash to the holding company ahead of the significant
2027 and 2028 debt maturities. To manage these maturities, CPI will
have to continue refinancing a portion of its debt, which we
anticipate will weigh on the average cost of debt to about
3.7%-3.8% over 2025-2026. The pace of asset disposals and
subsequent gross debt repayment will be crucial to offset this
higher cost of debt and maintain adequate EBITDA interest service
coverage.
"The negative outlook indicates that we could lower our ratings on
CPI in the next 6-9 months if the company fails to execute its
deleveraging plan in a timely manner, with its reported
loan-to-value (LTV) approaching its 40% financial policy target.
"We could also lower the issuer credit rating if CPI fails to
maintain adequate liquidity buffers, such that upcoming debt
maturities are not refinanced in a timely manner or undrawn
available credit facilities are not secured sufficiently in
advance."
S&P could lower its rating on CPI if:
-- The company fails to maintain a comfortable liquidity buffer;
-- The debt-to-debt-plus-equity ratio increases to 60% or higher;
EBITDA interest coverage deteriorates to well below 1.8x; or
-- Debt to annualized EBITDA deviates materially from S&P's base
case.
This could happen if CPI does not execute its asset disposal plan,
its operating performance deteriorates--with continued falling
occupancy and lower rental income growth that prevents it from
reaching S&P's base-case full-year EBITDA--records portfolio
devaluations beyond its forecast, or faces more challenging funding
conditions than its expectations.
S&P could also take a negative rating action if unexpected events
weaken CPI's creditworthiness, such that available cash is not used
to lower leverage in favor of share buybacks larger than its
forecast, provisions of shareholder loans, or acquisitions
involving future debt repayments to its main shareholder.
S&P could revise the outlook to stable if the company restores its
credit metrics to:
-- A debt-to-debt-plus-equity ratio below 60%;
-- EBITDA interest coverage close to 1.8x; and
-- Debt to annualized EBITDA in line with our base case.
Revising the outlook to stable also depends on CPI's financial
discipline, specifically that it adheres to its publicly stated
financial policy of 40% LTV, and limits shareholder remuneration
via shareholder loans, dividends, or share repurchases. A positive
outlook revision is also contingent on the company maintaining an
adequate liquidity buffer to cover its upcoming debt maturities.
ELEVING GROUP: Fitch Rates Up tp EUR250MM Secured Bonds 'B(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Eleving Group's proposed issue of up to
EUR250 million senior secured bonds due 2030 an expected long-term
rating of 'B(EXP)' and a Recovery Rating of 'RR4'.
Eleving plans to raise up to EUR250 million with a five-year
maturity, which will be unconditionally and irrevocably guaranteed
on a joint and several basis by its several material subsidiaries.
These guarantors include companies from Europe, the Caucasus
region, and Mogo Auto Limited (Kenya) in sub-Saharan Africa, but
exclude subsidiaries in Uzbekistan and certain other African
countries. In addition, the bonds are also secured by pledges on
the equity and loan portfolios of these material subsidiaries.
Eleving is also making a voluntary exchange offer to holders of its
existing EUR150 million bonds due October 2026 (ISIN:
XS2393240887).
The final rating is contingent on the receipt of final documents
conforming to information already received.
Key Rating Drivers
The expected rating is equalised with Eleving's Long-Term Issuer
Default Rating (IDR) of 'B', due to Fitch's expectation of average
recoveries, as reflected in its 'RR4' Recovery Rating. This is
because the bonds' structural subordination to outstanding debt at
operating entities offsets their secured nature, in its view. The
bond will represent a senior secured obligation of Eleving, ranking
pari passu with its existing similar issuance.
Proceeds from the new bonds will primarily be used to refinance
Eleving's remaining October 2026 bond maturities that are not
exchanged in the exchange offer, refinance Mintos platform
liabilities, and for general corporate purposes. Fitch expects that
the rise in Eleving's leverage due to the issue will be manageable
within the current rating. The new issue will extend the maturity
of Eleving's borrowings.
The key rating drivers and sensitivities for Eleving's Long-Term
IDR are outlined in its Rating Action Commentary published on 29
May 2025 (see Fitch Revises Eleving's Outlook to Positive; Affirms
Long-Term IDR at 'B').
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A downgrade of Eleving's Long-Term IDR would likely be mirrored in
its senior secured bond rating
Lower recovery assumptions due to, for instance, operating entity
debt increasing in importance relative to Eleving's rated debt or
worse-than-expected asset-quality trends (which could lead to
larger asset haircuts), could lead to below-average recoveries and
Fitch to notch down the rated debt from the company's Long-Term
IDR.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Eleving's Long-Term IDR would likely be mirrored in
its senior secured bond rating.
Higher recovery assumptions due to, for instance, operating entity
debt diminishing in importance compared with Eleving's rated debt
instruments, could lead to above-average recoveries and Fitch to
notch up the rated debt from the company's Long-Term IDR.
Date of Relevant Committee
28-May-2025
ESG Considerations
Eleving has an ESG Relevance Score of '4' for group structure,
reflecting its view about the appropriateness of Eleving's
organisational structure relative to the company's business model,
intra-group dynamics and risks to its creditors. This has a
moderately negative impact on the credit profile and is relevant to
the rating in conjunction with other factors.
Eleving has an ESG Relevance Score for Customer Welfare of '4'.
Eleving's exposure to high-cost credit means that its business
model is sensitive to regulatory changes, like lending caps, and
conduct-related risks. These issues have a moderately negative
impact on the credit profile and are relevant to the rating in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
Eleving, either due to their nature or the way in which they are
being managed. Fitch's ESG Relevance Scores are not inputs in the
rating process; they are an observation on the relevance and
materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Eleving Group
senior secured LT B(EXP) Expected Rating RR4
=====================
N E T H E R L A N D S
=====================
HILL FL 2025-1: DBRS Gives Prov. BB(high) Rating on E Notes
-----------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes to be issued by Hill FL 2025-1 B.V. (the
Issuer):
-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (sf)
-- Class C Notes at (P) A (sf)
-- Class D Notes at (P) BBB (sf)
-- Class E Notes at (P) BB (high) (sf)
The credit ratings on the Class A Notes and Class B Notes address
the timely payment of scheduled interest and the ultimate repayment
of principal by the final maturity date. The credit ratings on the
Class C Notes, Class D Notes, and Class E Notes (together with the
Class A Notes and Class B Notes, the Rated Notes) address the
ultimate payment of scheduled interest (or timely when they are the
senior-most class of notes outstanding) and the ultimate repayment
of principal by the final maturity date.
Morningstar DBRS did not assign a provisional credit rating to the
Class F Notes also expected to be issued in this transaction.
The transaction is a securitization of a portfolio of finance lease
contracts granted by Hiltermann Lease Groep Holding B.V. (HLG or
the Originator) to commercial borrowers residing or incorporated in
the Kingdom of the Netherlands. Hiltermann Lease B.V. (Hiltermann
Lease or the Servicer) will act as the initial servicer for the
transaction.
CREDIT RATING RATIONALE
Morningstar DBRS based its provisional credit ratings on the
following analytical considerations:
-- The transaction's structure, including the form and sufficiency
of the available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are expected to be
issued;
-- The credit quality of HLG's provisional portfolio, the
characteristics of the collateral, its historical performance, and
its Morningstar DBRS-projected behavior under various stress
scenarios;
-- HLG's and Hiltermann Lease's capabilities with respect to
originations, underwriting, and servicing, and their position in
the market and financial strength;
-- The operational risk review of HLG and Hiltermann Lease, which
Morningstar DBRS deems to be a below-average originator and
servicer, respectively;
-- The transaction parties' financial strength with regard to
their respective roles;
-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions"; and
-- Morningstar DBRS' sovereign credit rating on the Kingdom of the
Netherlands, currently at AAA with a Stable trend.
TRANSACTION STRUCTURE
The transaction includes an eight-month revolving period during
which the Issuer may purchase additional receivables. During this
period, the transaction will be subject to eligibility criteria,
concentration limits, and additional portfolio criteria designed to
limit the potential deterioration of the portfolio quality with
which the Issuer will have to comply.
The transaction incorporates a combined waterfall that facilitates
the distribution of the available distribution amount. The Rated
Notes will initially amortize sequentially until a pro rata trigger
event occurs. On the breach of the pro rata trigger event, the
Rated Notes will amortize pro rata until a sequential payment
trigger event occurs, at which point the amortization of the Rated
Notes becomes irreversibly sequential. The pro rata payment trigger
event is linked to the Class B Notes to Class E Notes comprising at
least 22.0% of the aggregate principal amount outstanding on the
Rated Notes. Sequential payment trigger events include, among
others, the breach of performance-related triggers or the
Originator not exercising the cleanup call option. The unrated
Class F Notes have been used to fund the liquidity reserve as well
as certain upfront costs, and will be redeemed only through
available excess spread. Morningstar DBRS does not consider the
Class F Notes to provide meaningful subordination to the Rated
Notes.
The Rated Notes benefit from a fully funded, amortizing liquidity
reserve, which the Issuer can use to pay senior expenses, swap
payments, and interest on the Rated Notes (in as far as the Class C
Notes, Class D Notes, and Class E Notes' interest payment is not
deferred). The reserve balance is equal to 1.00% of the Rated
Notes' principal amount outstanding the closing date, that will
amortize to the higher of (1) 0.15% of the principal amount
outstanding of the Rated Notes as of the closing date and (2) 1.00%
of the principal amount outstanding of the Rated Notes as of the
immediately preceding settlement date.
All underlying lease receivables are fixed rate while the Rated
Notes are indexed to one-month Euribor. Interest rate risk for the
Rated Notes is mitigated through an interest rate swap.
COUNTERPARTIES
ABN AMRO Bank N.V. (ABN Amro) is expected to be appointed as the
Issuer's account bank for the transaction. Morningstar DBRS'
Long-Term Issuer Rating on ABN AMRO is A (high) with a Stable
trend. Morningstar DBRS concludes that ABN AMRO meets the minimum
criteria to act in this capacity. The transaction documents are
expected to contain downgrade provisions relating to the account
bank consistent with Morningstar DBRS' legal criteria. The Issuer's
accounts include the transaction account and the general reserve
account.
The Royal Bank of Canada - London branch (RBC-LB) is expected to be
appointed as the swap counterparty for the transaction. Morningstar
DBRS does not rate RBC-LB, but has a public Long-Term Issuer Rating
of AA (high) with a Stable trend on Royal Bank of Canada. The
hedging documents are expected to contain downgrade provisions
consistent with Morningstar DBRS' criteria.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Rated Notes are the related
interest amount and the related principal amount outstanding.
Notes: All figures are in euros unless otherwise noted.
MAXEDA DIY: Fitch Lowers Rating on LongTerm IDR to 'CCC+'
---------------------------------------------------------
Fitch Ratings has downgraded Maxeda DIY Holding B.V.'s Long-Term
Issuer Default Rating (IDR) to 'CCC+' from 'B-'and senior secured
notes' rating to 'B-' from 'B'. The Recovery Rating remains 'RR3'.
The downgrade has been driven by increasing refinancing risk as
Maxeda's EUR65 million revolving credit facility (RCF) comes due in
March 2026 and its EUR434 million senior secured notes mature in
October 2026. Fitch expects tightening liquidity headroom absent
the timely refinancing of the RCF, which the company uses to manage
intra-year working capital outflows. As maturity is approaching,
Fitch believes it could get more difficult to refinance the debt in
the primary high-yield market on market terms, without potential
losses to investors.
Fitch expects Maxeda to continue improving cost management,
preserving operating margins and cautiously managing cash flows.
Fitch expects leverage to reduce through FY26 (year ending January
2026), but the company's ability to generate positive free cash
flow (FCF) may be impaired by the increased cost of debt
post-refinancing.
Key Rating Drivers
Looming Refinancing Risk: The downgrade has been driven by
increasing refinancing risk, with only six months until the RCF
comes due in March 2026. The company also needs to timely address
the refinancing of the EUR434 million senior secured notes maturing
in October 2026. Failure to execute a refinancing plan in the
coming months could result in the requirement for the company to
compel its lenders and investors. These solutions may qualify as
distressed debt exchanges (DDE) under Fitch's criteria.
Liquidity Headroom Under Pressure: Liquidity remained adequate
during FY25, but Fitch sees risks that the company may need to use
its RCF in early 2026, while the current RCF comes due in March.
The company is carefully managing its liquidity with inventory
alignment measures and plans minimal capex through FY26. However,
the lack of timely refinancing might result in losing access to its
RCF, increasing liquidity pressure on the rating.
Stable Leverage, Pressured Coverage: Fitch expects Maxeda's
leverage to reduce to 5.1x by end FY26 from 5.3x at end-FY25,
driven by EBITDA improvements. These levels are relatively strong
for Maxeda's rating. However, EBITDA interest coverage is weak at
below 1.5x. Despite the currently conducive debt capital markets,
Fitch expects Maxeda's cost of debt to be exposed to potential
increases after refinancing.
Stable Operating Performance: The company showed improved
profitability in FY25 (5.6% EBITDA margin versus 5.0% expected by
Fitch) boosted by reduced selling, distribution and promotional
costs. Fitch expects revenue growth to be neutral in FY26 with
strong trading in 1H to be balanced by a weaker 2H. Fitch forecasts
the company will be able to preserve profit margins by maintaining
prudent cost management, with costs growing below inflation. As a
result, Fitch expects EBITDA margins for FY26 at 5.8%, marginally
up from FY25.
Prudent Profitability Management: Continued cost control
initiatives should help Maxeda sustain EBITDA margins between 5.5%
to 6.0% through FY28. This will be achieved by lower discounts and
the introduction of above-inflation price increases. Fitch also
expects tight store staff cost control, manageable energy costs and
moderate rent increases to add to the sustainability of EBITDA
margins.
Neutral to Positive FCF: Fitch projects Maxeda's FCF will remain
positive until its debt maturities, driven by prudent working
capital management, cost control initiatives, protecting margins
and limited capex. As a result, Fitch expects Maxeda's cash
balances to remain satisfactory at end-FY26, but any operating
underperformance will affect FCF and liquidity.
Benelux Market Leader: The rating considers Maxeda's leading
position in the DIY markets in Belgium and the Netherlands, with
fairly stable market shares of 45% and 22%, respectively, at
end-April 2025. The company has 333 stores, 133 of which are
franchisee-operated, in prime retail locations, and strong brand
awareness, creating a barrier to entry for new competitors. The two
markets have a record of rational competition, which mitigates
profit sustainability risks.
Limited Online Presence: Maxeda has invested in omni-channel
capabilities in recent years, notably through the creation of a
dedicated distribution centre and the development of a marketplace.
However, Fitch assumes that online sales growth will remain fairly
limited relative to the company's overall business. This generally
characterises DIY market players focused on the B2C channel, where
online penetration tends to be low, due to its technical
complexity, logistics and consumer reliance on in-store advice.
Therefore, Fitch does not consider this aspect of Maxeda's profile
as a competitive weakness.
Satisfactory Format Diversification: The company focuses on two
countries but benefits from some diversification due to its three
store formats (city stores, medium box and big box) operated
through three brands (Praxis in the Netherlands, and Brico and
BricoPlanit in Belgium). These stores offer a wide product range,
including private labels (about a quarter of sales).
Peer Analysis
Kingfisher plc (BBB/Stable) is Maxeda's closest comparable peer, as
both focus on DIY retail. Kingfisher is the largest DIY retailer in
the UK and the second largest in France after Groupe Adeo. Its
business profile is stronger than Maxeda's, with sales nearly 10
times larger, conferring scale advantages. It is also more
diversified by geography and brand, which provides competitive
benefits and supports its 'BBB' rating. Maxeda's leverage of just
over 5x is significantly higher than Kingfisher's 2.0x.
Mobilux (B+/Stable), a French furniture and home decor retailer,
shares similarities with Maxeda in market concentration,
competitive positioning and exposure to home-improvement spend.
Both hold leading positions in their respective markets and exhibit
comparable geographic diversification. Although their EBITDAR
margins are similar, Maxeda is smaller and has a slightly lower FCF
margin; combined with its higher leverage and potential liquidity
risks, this results in a rating three notches lower than
Mobilux's.
Key Assumptions
- Store count broadly unchanged over FY26 to FY29
- Annual like-for-like revenue growth of 1.0% in the Netherlands;
0.2%-0.5% in Belgium
- Neutral to slightly positive revenue evolution in FY26 to FY29
- EBITDA margin at 5.8% - 5.9% in FY26 to FY29
- Working capital of EUR25 million inflow in FY26, EUR5 million
inflow FY27, neutral thereafter
- Annual capex of EUR30 million in FY26, EUR37 million to EUR38
million in FY27 to FY29
- No stock repurchases, dividends or M&A through to FY29.
Recovery Analysis
Fitch assumes that Maxeda would be reorganised as a going-concern
(GC) in bankruptcy rather than liquidated. Fitch has assumed a 10%
administrative claim in the recovery analysis.
In its bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors of around EUR70 million. The GC EBITDA is
based on a stressed scenarios including prolonged low economic
growth combined with sustained competitive pressures in an
inflationary environment.
Fitch continues to apply a distressed enterprise value (EV)/EBITDA
multiple of 5.0x, lower than 5.5x for combined Mobilux, which
increased in size and improved its market position after the recent
combination with Comforama.
Based on the debt waterfall analysis, Maxeda's EUR65 million RCF,
which Fitch assumes to be fully drawn on default, ranks super
senior to the EUR434 million senior secured notes, reduced by EUR36
million due to the buybacks executed since September 2024
Therefore, after deducting 10% for administrative claims, the
analysis generates a ranked recovery for the senior secured bonds
in the 'RR3' band, indicating a 'B-' instrument rating based on
current metrics and assumptions.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Lack of tangible progress on refinancing
- Debt refinancing on terms that Fitch considers to be a DDE
- Significant liquidity deterioration with exhaustion of headroom
and no alternative sources of liquidity available
- Deterioration in trading performance, with contracting profits
and worsening cash flow generation
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Successful arm's-length refinancing of the upcoming maturities
- Improvement in liquidity headroom including through stronger cash
generation and access to external financing
Liquidity and Debt Structure
Fitch expects that at end-July 2025, Maxeda had around EUR60
million cash and cash equivalents (of which Fitch excluded EUR10
million for working-capital purposes) and full availability of its
EUR65 million RCF. Absent the timely refinancing of the upcoming
maturity, the company might lose access to its RCF, key for
managing intra-year working capital fluctuations. The RCF comes due
in March 2026 and the senior secured notes mature in October 2026.
Issuer Profile
Maxeda is a leading DIY retailer in Benelux. It operates 333 stores
in prime retail locations (including 133 franchise-operated stores)
out of which 184 stores are in the Netherlands, 147 are in Belgium
and two are in Luxembourg.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Maxeda DIY Holding B.V. LT IDR CCC+ Downgrade B-
senior secured LT B- Downgrade RR3 B
===============
P O R T U G A L
===============
GAMMA STC: Fitch Assigns 'BB+(EXP)sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Gamma, STC S.A. / Consumer Totta 3
expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.
Entity/Debt Rating
----------- ------
Gamma, STC S.A. /
Consumer Totta 3
A LT AA+(EXP)sf Expected Rating
B LT A(EXP)sf Expected Rating
C LT BBB(EXP)sf Expected Rating
D LT BBB-(EXP)sf Expected Rating
E LT BB(EXP)sf Expected Rating
F LT BB+(EXP)sf Expected Rating
R LT NR(EXP)sf Expected Rating
X LT NR(EXP)sf Expected Rating
Transaction Summary
The transaction is a static securitisation of fully amortising
unsecured consumer loans originated in Portugal by Banco Santander
Totta S.A. (Totta, A/Stable/F1). Totta is ultimately owned by Banco
Santander, S.A. (A/Stable/F1).
KEY RATING DRIVERS
Asset Assumptions Reflect Static Pool: Fitch has calibrated a base
case default rate of 7.5% for the portfolio given the historical
data provided by Totta, Portugal's economic outlook and the
originator's underwriting and servicing strategies. The base case
recovery rate expectation of 35% is comparable with other Iberian
consumer ABS peer transactions, and reflects information received
from the originator. There is no revolving period in the
transaction, reducing credit risks related to changes in
origination practices and in the macroeconomic environment
Pro Rata Note Amortisation: The class A to E notes will amortise
pro rata from the first interest payment date until a switch to
sequential event occurs, which Fitch deems as unlikely during the
first years after closing under a base case scenario, given the
portfolio performance expectations compared with defined triggers.
Fitch believes the tail risk posed by the pro rata pay-down is
mitigated by the mandatory switch to sequential amortisation when
the pool balance falls below 10% of the initial balance.
Interest Rate Risk Mitigated: There is a fixed to floating interest
rate swap to address the mismatch between the floating liabilities
and predominantly fixed rate assets (98.4% of the portfolio).
Counterparty Arrangements Cap Ratings: The maximum achievable
rating of this transaction is 'AA+sf' in accordance with Fitch's
criteria, due to the transaction account bank and swap provider
minimum eligibility ratings of 'A-' or 'F1', which are insufficient
to support a 'AAAsf' rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Long-term asset performance deterioration such as increased
defaults and delinquencies or reduced portfolio yield, which could
be driven by changes in portfolio characteristics, macroeconomic
conditions, business practices or the legislative landscape.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Better asset performance than expected, such as lower defaults and
higher recoveries.
Increasing credit enhancement ratios as the transaction deleverages
to fully compensate the credit losses and cash flow stresses
commensurate with higher rating scenarios.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Gamma, STC S.A. / Consumer Totta 3
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
TAGUS - ULISSES FINANCE 2: DBRS Hikes Rating on E Notes to B(high)
------------------------------------------------------------------
DBRS Ratings GmbH upgraded its credit ratings on the rated notes
issued by TAGUS - Sociedade de Titularizacao de Creditos, S.A.
(Ulisses Finance No.2) (the Issuer) as follows:
-- Class A Notes upgraded to AA (high) (sf) from AA (sf)
-- Class B Notes upgraded to AA (sf) from A (high) (sf)
-- Class C Notes upgraded to BBB (high) (sf) from BBB (low) (sf)
-- Class D Notes upgraded to BB (high) (sf) from BB (low) (sf)
-- Class E Notes upgraded to B (high) (sf) from B (low) (sf)
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the legal final maturity date in September 2038. The credit ratings
on the Class B Notes, Class C Notes, Class D Notes, and Class E
Notes address the ultimate repayment of interest (timely when most
senior) and the ultimate repayment of principal by the legal final
maturity date.
CREDIT RATING RATIONALE
The upgrades follow an annual review of the transaction and are
based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2025 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating
levels.
The transaction is a Portuguese securitization of auto loan
receivables granted and serviced by 321 Credito - Instituicao
Financeira de Crédito, S.A. (321 Crédito), a subsidiary of Banco
CTT S.A., after the acquisition that closed in May 2019. The
transaction closed in September 2021 and included an initial
12-month revolving period, which ended on the September 2022
payment date (included).
PORTFOLIO PERFORMANCE
As of the August 2025 portfolio cut-off date, loans that were one
to two months and two to three months in arrears represented 1.6%
and 0.5% of the portfolio balance, respectively. Gross cumulative
defaults were 3.6% of the original portfolio balance, with
cumulative recoveries of 24.3% to date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its base case PD and LGD
assumptions at 6.9% and 53.9%, respectively.
CREDIT ENHANCEMENT
The subordination of the junior obligations provides credit
enhancement to the rated notes. As of the September 2025 payment
date, credit enhancement to the Class A, Class B, Class C, Class D,
and Class E Notes was 18.5%, 14.5%, 6.5%, 2.0%, and 0.5%,
respectively. The credit enhancement has remained stable from
closing due to the pro rata amortization mechanism, and will remain
stable unless a sequential redemption event occurs.
The cash reserve account is available to cover senior expenses and
interest shortfalls on the Class A Notes and on the Class B and C
Notes if not deferred. The cash reserve account was funded at
closing with EUR 1.5 million and its required balance is set at
0.6% of the rated notes balance, subject to a EUR 400,000 floor.
The cash reserve has always been at its target level since closing
and, as of the September 2025 payment date, the reserve was at its
target of EUR 528,750.
Deutsche Bank AG (DB) acts as the account bank for the transaction.
Based on Morningstar DBRS' reference rating of AA (low) on Deutsche
Bank (one notch below its Long Term Critical Obligations Rating of
AA), the downgrade provisions outlined in the transaction
documents, and other mitigating factors inherent in the transaction
structure, Morningstar DBRS considers the risk arising from the
exposure to the account bank to be consistent with the credit
ratings assigned to the rated notes, as described in Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology.
DB also acts as the cap counterparty for the transaction.
Morningstar DBRS' public rating on DB is consistent with the credit
ratings assigned to the rated notes, as described in Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology.
Notes: All figures are in euros unless otherwise noted.
TAGUS - VASCO FINANCE 3: DBRS Gives Prov. B Rating on Class E Notes
-------------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the Class
A Notes, Class B Notes, Class C Notes, Class D Notes, Class E
Notes, and Class X Notes (collectively, the Rated Notes) to be
issued by Tagus - Sociedade de Titularizacao de Creditos, S.A.
(Vasco Finance No. 3) (the Issuer):
-- Class A Notes at (P) AA (sf)
-- Class B Notes at (P) A (low) (sf)
-- Class C Notes at (P) BBB (sf)
-- Class D Notes at (P) BB (sf)
-- Class E Notes at (P) B (sf)
-- Class X Notes at (P) A (high) (sf)
Morningstar DBRS did not assign a provisional credit rating to the
Class F Notes or Class G Notes (together with the Rated Notes, the
Notes) also expected to be issued in this transaction.
The credit ratings on the Class A Notes, Class B Notes, and Class C
Notes address the timely payment of scheduled interest and the
ultimate repayment of principal by the final legal maturity date.
The credit ratings on the Class D Notes, Class E Notes, and Class X
Notes address the ultimate payment of scheduled interest and
principal by the final legal maturity date.
The transaction is a securitization of credit card receivables
granted to individuals under credit card agreements originated and
serviced by WiZink Bank, S.A.U. - Sucursal em Portugal (WiZink
Portugal). WiZink Portugal is the rebranding of the acquired
BarclayCard operation in Portugal.
The Issuer is the fourth credit card securitization program
established by WiZink Portugal in addition to the outstanding Tagus
- Sociedade de Titularizacao de Creditos, S.A. (Vasco Finance No.
1) (Vasco 1), Tagus - Sociedade de Titularizacao de Creditos, S.A.
(Vasco Finance No. 2) (Vasco 2) and Tagus - Sociedade de
Titularizacao de Creditos, S.A. (Victoria Finance No. 1) which was
discontinued after full repayment in June 2025. While WiZink
Portugal manages the entire credit card portfolio with the same
standard, the collateral of the Issuer is another randomly selected
subset segregated from Vasco 1 and Vasco 2 and therefore the
performance of these transactions may be significantly different,
especially during the amortization period as seen in Vasco 1
(https://dbrs.morningstar.com/research/460219).
CREDIT RATING RATIONALE
Morningstar DBRS based its analysis on the following
considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement to withstand stressed
cash flow assumptions and repay the Issuer's financial obligations
according to the terms under which the Rated Notes are issued
-- The credit quality and characteristics of WiZink Portugal's
portfolio, its historical performance and Morningstar DBRS'
expectation of monthly principal payment rates (MPPRs), yield and
charge-off rate under various stress scenarios
-- WiZink Portugal's capabilities with respect to originations,
underwriting, servicing, financial strength and its position in the
market
-- The transaction parties' financial strength regarding their
respective roles
-- Morningstar DBRS' long-term sovereign credit rating on the
Republic of Portugal, currently A (high) with a Stable trend
-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology
TRANSACTION STRUCTURE
The Issuer has separate waterfalls for interest and principal
payments and includes a scheduled 12-month revolving period. During
this period, the Issuer may purchase additional receivables,
provided that the eligibility criteria set out in the transaction
documents are satisfied, and WiZink Portugal may repurchase
existing receivables to reset the Issuer's collateral equal to the
balance at the transaction closing. The revolving period may end
earlier than scheduled if certain events occur such as the breach
of performance triggers or a servicer termination.
After the scheduled revolving period end date, the Notes (excluding
the Class X Notes) will enter into a pro rata amortization until
the breach of a sequential amortization trigger such as any debit
in the Class F principal deficiency ledger (PDL) or an Issuer event
of default after which the amortization of Notes (excluding the
Class X Notes) will be sequential and non-reversible.
In comparison, the Class X Notes are redeemed in the transaction's
interest waterfalls immediately after the transaction closing and
are expected to be fully repaid in a few months before the
amortization of other classes of Notes if no early termination
event occurs.
The transaction includes a cash reserve to cover the shortfalls in
senior expenses, servicing fees, senior swap payments, interest
payments on the Class A Notes and, if not deferred, the Class B
Notes and Class C Notes. The reserve target amount equal to [1.5]%
of the Class A, Class B and Class C Notes outstanding principal
amounts would be replenished in the transaction's interest
waterfall and amortize down to a floor equal to [0.5]% of the Class
A, Class B and Class C Notes initial principal amounts.
The interest rate risk for the transaction is considered limited as
an interest rate swap is in place to reduce the mismatch between
the fixed-rate collateral and the floating-rate Rated Notes
(excluding the Class X Notes).
COUNTERPARTIES
Deutsche Bank AG is the account bank for the Issuer. Based on
Morningstar DBRS Long-Term Issuer Rating of "A" on Deutsche Bank AG
and the downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the assigned credit
ratings. The transaction documents contain downgrade provisions
consistent with Morningstar DBRS' criteria.
Banco Santander, S.A. is the swap counterparty for the Issuer.
Morningstar DBRS has a Long-Term Issuer Rating of A (high) on Banco
Santander, S.A., which meets Morningstar DBRS' criteria to act in
such capacity. The transaction documents contain downgrade
provisions largely consistent with Morningstar DBRS' criteria.
PORTFOLIO ASSUMPTIONS
Morningstar DBRS reviewed the performance of Wizink Portugal's
total managed book, Vasco 1 and Vasco 2 transactions, and set the
Issuer's expected MPPR at 6%, expected yield at 14% and expected
charge-off rate at 8%. Morningstar DBRS notes that the Issuer's
charge-off rates are not expected to normalize during the scheduled
12-month revolving period, as more than 30 days in arrears or
defaulted receivables are excluded from the transaction at closing
and the charge-off recognition timing of eight or more consecutive
instalments in arrears is relatively late. This would impact the
breach timing (if ever) of a sequential amortization trigger based
on the PDL, delinquency and/or default rates.
Notes: All figures are in euros unless otherwise noted.
TAGUS - VASCO FINANCE 3: Fitch Rates Class E Notes BB+(EXP)
-----------------------------------------------------------
Fitch Ratings has assigned Tagus, STC S.A. / Vasco Finance No. 3
expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.
Entity/Debt Rating
----------- ------
Tagus, STC S.A. /
Vasco Finance No. 3
Class A LT AA+(EXP)sf Expected Rating
Class B LT A+(EXP)sf Expected Rating
Class C LT A-(EXP)sf Expected Rating
Class D LT BB+(EXP)sf Expected Rating
Class E LT B+(EXP)sf Expected Rating
Class F LT NR(EXP)sf Expected Rating
Class G LT NR(EXP)sf Expected Rating
Class X LT BB+(EXP)sf Expected Rating
Transaction Summary
Vasco Finance No. 3 is a cash flow securitisation of a revolving
portfolio of credit card receivables originated by WiZink Bank
S.A.U. Sucursal em Portugal (WiZink Portugal; not rated). WiZink
Portugal is the Portuguese branch of Wizink Bank, S.A.U.,
registered in Spain and majority owned by Värde Partners, and acts
as portfolio servicer, originator and seller.
KEY RATING DRIVERS
Asset Assumptions Reflect Pool Composition: Fitch's analysis of the
portfolio is linked to a steady state annual charge-off rate
assumption of 7%, an annual yield of 16%, a monthly payment rate
(MPR) of 7%, and a purchase rate of zero in line with Fitch's
Credit Card ABS Rating Criteria. The analysis considered the
historical performance data from the originator, WiZink Portugal's
underwriting and servicing standards, and Portugal's economic
outlook.
Revolving and Pro Rata Amortisation: The portfolio will be
revolving until September 2026 (included) as new eligible
receivables can be purchased monthly by the issuer. After the end
of the revolving period, the class A to G notes will be repaid pro
rata, unless a sequential amortisation event occurs driven by
performance triggers such as annualised defaults (defined as
arrears over seven months) exceeding 10% of the portfolio balance,
or a principal deficiency of greater than zero.
In a base case scenario, Fitch views the switch to sequential
amortisation as unlikely during the first few years given the
portfolio performance expectations compared with defined triggers.
The tail risk posed by the pro rata paydown is mitigated by the
mandatory switch to sequential amortisation when the note balance
falls below 10% of the initial balance.
Counterparty Rating Cap: The maximum achievable rating on the
transaction is 'AA+sf' due to the minimum eligibility rating
thresholds defined for the transaction account bank and the hedge
provider of 'A-' or 'F1', which are insufficient to support 'AAAsf'
ratings under Fitch's criteria.
Class X Notes (Criteria Variation): The class X notes are only
protected by excess spread and their 'BB+(EXP)sf' rating is seven
notches higher than the model-implied rating (MIR) obtained from
Fitch's Multi-Asset Cash Flow Model, which projects the cash flows
of the transaction during its amortisation phase after the end of
the revolving period.
This is a variation from Fitch's Consumer ABS Rating Criteria,
which allow for a one-notch deviation from the MIR. It is because
Fitch expects the class X notes to be fully repaid by the
transaction's excess spread during the revolving period. This will
be approximately three to four months after closing, driven by the
small balance of the class X notes and ample excess spread
protection. Under Fitch's Global Structured Finance Rating
Criteria, the class X notes' rating is capped at 'BB+sf' given its
high sensitivity to various credit and cash flow scenarios.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Long-term asset performance deterioration such as increased
charge-offs, reduced MPR or reduced portfolio yield, which could be
driven by changes in portfolio characteristics, macroeconomic
conditions, business practices or legislative landscape.
Sensitivity to Increased Charge-offs:
Current ratings (class A/B/C/D/E/X): 'AA+(EXP)sf' / 'A+(EXP)sf' /
'A-(EXP)sf' / 'BB+(EXP)sf'/'B+(EXP)sf' /'BB+(EXP)sf'
Increased charge-offs by 25%: 'AA-(EXP)sf' / 'A-(EXP)sf' /
'BBB(EXP)sf' / 'BB(EXP)sf'/'B(EXP)sf'/ 'NR(EXP)sf'
Increased charge-offs by 50%: 'A(EXP)sf' / 'BBB(EXP)sf' /
'BB+(EXP)sf' / 'B+(EXP)sf' /'NR(EXP)sf'/'NR(EXP)sf'
Increased charge-offs by 75%: 'A-(EXP)sf' / 'BBB-(EXP)sf' /
'BB(EXP)sf' / 'B(EXP)sf' / 'NR(EXP)sf' / 'NR(EXP)sf'
Sensitivity to decreased MPR
Current ratings (class A/B/C/D/E/X): 'AA+(EXP)sf' / 'A+(EXP)sf' /
'A-(EXP)sf' / 'BB+(EXP)sf'/'B+(EXP)sf' /'BB+(EXP)sf'
Decreased MPR by 15%: 'AA(EXP)sf' / 'A(EXP)sf' / 'BBB+(EXP)sf' /
'BB+(EXP)sf'/'B+(EXP)sf'/ 'NR(EXP)sf'
Decreased MPR by 25%: 'AA-(EXP)sf' / 'A-(EXP)sf' / 'BBB(EXP)sf' /
'BB(EXP)sf'/'B(EXP)sf'/ 'NR(EXP)sf'
Decreased MPR by 35%: 'A+(EXP)sf' / 'BBB+(EXP)sf' / 'BBB-(EXP)sf' /
'BB-(EXP)sf'/'B(EXP)sf'/ 'NR(EXP)sf'
Sensitivity to Decreased Yield
Current ratings (class A/B/C/D/E/X): 'AA+(EXP)sf' / 'A+(EXP)sf' /
'A-(EXP)sf' / 'BB+(EXP)sf'/'B+(EXP)sf' /'BB+(EXP)sf'
Decreased Yield by 15%: 'AA+(EXP)sf' / 'A(EXP)sf' / 'BBB+(EXP)sf' /
'BB(EXP)sf'/'B(EXP)sf'/ 'NR(EXP)sf'
Decreased Yield by 25%: 'AA+(EXP)sf' / 'A(EXP)sf' / 'BBB(EXP)sf' /
'BB-(EXP)sf'/'NR(EXP)sf'/ 'NR(EXP)sf'
Decreased Yield by 35%: 'AA(EXP)sf' / 'A-(EXP)sf' / 'BBB(EXP)sf' /
'B+(EXP)sf'/'NR(EXP)sf'/ 'NR(EXP)sf'
Sensitivities to Increased Charge-offs and Decrease MPR
Current ratings (class A/B/C/D/E/X): 'AA+(EXP)sf' / 'A+(EXP)sf' /
'A-(EXP)sf' / 'BB+(EXP)sf'/'B+(EXP)sf' /'BB+(EXP)sf'
Increased charge-offs by 25% and decreased MPR by 15%: 'A(EXP)sf' /
'BBB(EXP)sf' / 'BB+(EXP)sf' / 'B+(EXP)sf'/'NR(EXP)sf'/ 'NR(EXP)sf'
Increased charge-offs by 50% and decreased MPR by 25%:
'BBB+(EXP)sf' / 'BBB-(EXP)sf' / 'BB(EXP)sf' /
'B(EXP)sf'/'NR(EXP)sf'/ 'NR(EXP)sf'
Increased charge-offs by 75% and decreased MPR by 35%:
'BBB-(EXP)sf' / 'BB-(EXP)sf' / 'B+(EXP)sf' /
'NR(EXP)sf'/'NR(EXP)sf'/ 'NR(EXP)sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Credit Enhancement ratios increase as the transaction deleverages
and are able to fully compensate for the credit losses and cash
flow stresses commensurate with higher rating cases.
For the class A notes, the modified transaction account bank and
derivative provider minimum eligibility rating thresholds
compatible with the 'AAAsf' ratings as under Fitch's Structured
Finance and Covered Bonds Counterparty Rating Criteria.
CRITERIA VARIATION
The class X notes' rating is a variation from Fitch's Consumer ABS
Rating Criteria, which allow a one-notch deviation from the MIR. It
reflects that Fitch expects the class X notes to be fully repaid by
excess spread during the revolving period (approximately four
months after the closing date), driven by the notes' small balance
and ample excess spread protection.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Tagus, STC S.A. / Vasco Finance No. 3
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
===========
R U S S I A
===========
IPOTEKA-BANK: Fitch Rates Proposed USD Unsecured Notes 'BB(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Joint-Stock Commercial Mortgage Bank
Ipoteka-Bank's upcoming issue of US dollar-denominated senior
unsecured notes an expected long-term rating of 'BB(EXP)'. The
size, maturity and coupon are yet to be determined. The proceeds
will be used for general corporate purposes.
The final rating is contingent on the receipt by Fitch of the final
documentation conforming to the information already received from
the issuer.
Key Rating Drivers
The expected rating is in line with Ipoteka's Long-Term
Foreign-Currency Issuer Default Rating (LTFC IDR) of 'BB', as all
settlements will be in US dollars. The notes will constitute
Ipoteka's direct, general and unconditional obligations, which will
rank pari passu with all its present and future unsubordinated
obligations.
Ipoteka's 'BB' LTFC IDR reflects Fitch's assessment of potential
support from the bank's majority shareholder, OTP Bank Plc., as
captured by its 'bb' Shareholder Support Rating. This view is based
on the bank's majority ownership by OTP, the strategic relevance of
the Uzbek market to the group, and the relatively low cost of
potential support, given Ipoteka's modest contribution to group
assets (end-1H25: 3%). Ipoteka is included in OTP's resolution
group which further reinforces the likelihood of parental support.
The terms of the notes include covenants that restrict Ipoteka from
engaging in mergers, asset sales, and affiliate transactions, and
require the maintenance of capital adequacy ratios above regulatory
thresholds, as well as the provision of periodic financial
disclosures. The notes also incorporate early redemption features,
permitting Ipoteka to redeem them at set periods before maturity.
Additionally, noteholders are provided with a put option for
redemption if both a change of control occurs and an adverse
ratings event arises as a result of the change of control.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The expected long-term rating could be downgraded if the bank's
LTFC IDR was downgraded.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The expected long-term rating could be upgraded if the bank's LTFC
IDR was upgraded.
Date of Relevant Committee
September 23, 2025
Public Ratings with Credit Linkage to other ratings
Ipoteka's IDRs are driven by potential support from OTP.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Joint-Stock Commercial
Mortgage Bank Ipoteka-Bank
senior unsecured LT BB(EXP) Expected Rating
IPOTEKA-BANK: Fitch Rates Proposed UZS Unsecured Notes 'BB(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Joint-Stock Commercial Mortgage Bank
Ipoteka-Bank's upcoming issue of Uzbekistan som-denominated senior
unsecured notes an expected long-term rating of 'BB(EXP)'. The
size, maturity and coupon are yet to be determined. The proceeds
will be used for general corporate purposes.
The final rating is contingent on the receipt by Fitch of the final
documentation conforming to the information already received from
the issuer.
Key Rating Drivers
The expected rating is in line with Ipoteka's Long-Term
Foreign-Currency Issuer Default Rating (LTFC IDR) of 'BB', as all
settlements will be in US dollars using the exchange rate set by
the Central Bank of Uzbekistan at each settlement date. The notes
will constitute Ipoteka's direct, general and unconditional
obligations, which will rank pari passu with all its present and
future unsubordinated obligations.
The issue terms do not contain an option allowing Ipoteka to make
settlements on the bonds in soum. Fitch would therefore treat a
situation when the bank is unable to meet its US dollar obligations
on the soum-denominated bonds (whether for issuer-specific reasons
or because of broader transfer or convertibility restrictions) as
an event of default. Fitch also highlights the bonds' embedded
market risk from the perspective of US dollar investors.
Ipoteka's 'BB' LTFC IDR reflects Fitch's assessment of potential
support from the bank's majority shareholder, OTP Bank Plc., as
captured by its 'bb' Shareholder Support Rating. This view is based
on the bank's majority ownership by OTP, the strategic relevance of
the Uzbek market to the group, and the relatively low cost of
potential support, given Ipoteka's modest contribution to group
assets (end-1H25: 3%). Ipoteka is included in OTP's resolution
group which further reinforces the likelihood of parental support.
The terms of the notes include covenants that restrict Ipoteka from
engaging in mergers, asset sales, and affiliate transactions, and
require the maintenance of capital adequacy ratios above regulatory
thresholds, as well as the provision of periodic financial
disclosures. The notes also incorporate early redemption features,
permitting Ipoteka to redeem them at set periods before maturity.
Additionally, noteholders are provided with a put option for
redemption if both a change of control occurs, and an adverse
ratings event arises as a result of the change of control.
For more details on Ipoteka's ratings see Fitch's rating action
commentary dated 24 September 2025 ('Fitch Affirms Ipoteka-Bank at
'BB'; Outlook Stable').
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The expected long-term rating could be downgraded if the bank's
LTFC IDR was downgraded.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The expected long-term rating could be upgraded if the bank's LTFC
IDR was upgraded.
Date of Relevant Committee
23-Sep-2025
Public Ratings with Credit Linkage to other ratings
Ipoteka's IDRs are driven by potential support from OTP.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Joint-Stock Commercial
Mortgage Bank Ipoteka-Bank
senior unsecured LT BB(EXP) Expected Rating
=========
S P A I N
=========
AUTO ABS SPANISH 2024-1: DBRS Confirms BB(low) Rating on E Notes
----------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the classes of
notes (the rated notes) issued by Auto ABS Spanish Loans 2024-1 FT
(the Issuer) as follows:
-- Class A Notes at AA (sf)
-- Class B Notes at A (sf)
-- Class C Notes at BBB (sf)
-- Class D Notes at BB (high) (sf)
-- Class E Notes at BB (low) (sf)
The credit rating on the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the final maturity date. The credit ratings on the Class B Notes,
Class C Notes, Class D Notes, and Class E Notes address the
ultimate payment of interest (timely when they are the most senior
class of Notes outstanding) and the ultimate repayment of principal
by the final maturity date.
CREDIT RATING RATIONALE
The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the August 2025 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the rated notes to
cover the expected losses and residual value (RV) loss assumed at
their respective credit rating levels.
The rated notes are backed by a portfolio of fixed-rate receivables
related to amortizing and balloon auto loans granted by Stellantis
Financial Services España, E.F.C., S.A (SFSE; the Originator or
the Seller) to private individuals residing in Spain for the
acquisition of new or used vehicles. SFSE also services the
portfolio (the Servicer). The Class F Notes were not collateralized
and had been issued to fund the cash reserve at closing.
The transaction closed in September 2024 and included a three-month
revolving period which ended in December 2024, and in January 2025
the Notes have started amortizing on a pro rata basis. The pro rata
amortization will continue unless certain events, such as a breach
of performance-related triggers or replacement of the Servicer,
occur. Under these circumstances, the principal repayment of the
rated notes will become fully sequential, and the switch is not
reversible.
The balloon loans include a component related to guaranteed future
values (GFV). The GFV afford the borrower an option to hand back
the underlying vehicle at contract maturity as an alternative to
repaying or refinancing the final balloon payment. Morningstar DBRS
understands that this feature directly exposes the Issuer to
residual value (RV) risk.
Stellantis Espana S.A. mitigates the RV risk in this transaction by
undertaking to repurchase the vehicle at a price equal to the
balloon amount. Morningstar DBRS believes that the undertaking
mitigates but does not completely eliminate the Issuer's RV risk,
and its benefits are limited to the manufacturer's credit standing
and financial strength.
PORTFOLIO PERFORMANCE
As of the August 2025 payment date, loans that were one to two and
two to three months delinquent represented 0.1% and 0.0% of
the outstanding portfolio balance, respectively. Gross cumulative
defaults represented 0.2% of the aggregate original and subsequent
portfolios.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan by loan analysis of the current
pool of receivables and maintained the base case PD and LGD of the
current pool at 2.5% and 40.0%, respectively.
The RV loss estimates that Morningstar DBRS used were 28.6%, 22.3%,
15.3%, 8.7% and 3.9% for the AA (sf), A (sf), BBB (sf), BB
(high) (sf), and BB (low) (sf) scenarios, respectively.
CREDIT ENHANCEMENT
Credit enhancement is provided by the subordination of the junior
notes and excludes the Class F Notes. As of the August 2025 payment
date, credit enhancement available to the Class A, Class B, Class
C, Class D and Class E notes was 15.8%, 11.0%, 5.7%, 2.0% and 0.0%,
unchanged since closing.
The transaction benefits from an amortizing cash reserve, funded
through the subscription proceeds of the Class F Notes. The cash
reserve is available to cover senior costs and interest payments on
the notes. As of the August 2025 payment date, the cash reserve
was at its target balance of EUR 5.3 million.
Société Générale, Sucursal en España (SGE) acts as the
Issuer's account bank for the transaction. Based on Morningstar
DBRS' private credit rating on SGE, the downgrade provisions
outlined in the transaction documents, and structural mitigants
inherent in the transaction structure, Morningstar DBRS considers
the risk arising from the exposure to the account bank to be
consistent with the credit ratings assigned to the notes, as
described in Morningstar DBRS' "Legal and Derivative Criteria for
European Structured Finance Transactions" methodology.
Banco Santander S.A. (Banco Santander) acts as the swap
counterparty. Morningstar DBRS' public Long Term Critical
Obligations Rating on Banco Santander at AA is consistent with the
First Rating Threshold as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.
Morningstar DBRS' credit ratings on the applicable classes address
the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
Where applicable, a description of these financial obligations can
be found in the transactions' respective press releases at
issuance.
Notes: All figures are in euros unless otherwise noted.
SANTANDER CONSUMO 9: DBRS Finalizes B(low) Rating on Class E Notes
------------------------------------------------------------------
DBRS Ratings GmbH finalized provisional credit ratings on the
following classes of notes (the Rated Notes) issued by Santander
Consumo 9 FT (the Issuer):
-- Class A Notes at AA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at B (low) (sf)
Morningstar DBRS does not rate the Class F Notes (collectively with
the Rated Notes, the Notes) also issued in the transaction.
The credit rating on the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the final maturity date. The credit ratings on the Class B, Class
C, and Class D Notes address the ultimate payment of interest
(timely when most senior) and the ultimate repayment of principal
by the final maturity date. The credit rating on the Class E Notes
addresses the ultimate payment of interest and the ultimate
repayment of principal by the legal final maturity date.
The transaction is a securitization of a portfolio of fixed-rate,
unsecured, amortizing personal loans granted without a specific
purpose to private individuals domiciled in Spain and serviced by
Banco Santander SA (Santander).
CREDIT RATING RATIONALE
Morningstar DBRS based its credit ratings on the following
analytical considerations:
-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;
-- The credit quality of the collateral, historical and projected
performance of Santander's portfolio, and Morningstar DBRS'
projected performance under various stress scenarios;
-- An operational risk review of Santander's capabilities with
regard to its originations, underwriting, servicing, and financial
strength;
-- The transaction parties' financial strength with regard to
their respective roles;
-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology; and
-- Morningstar DBRS' long-term sovereign credit rating on the
Kingdom of Spain, currently at A (high) with a Stable trend.
TRANSACTION STRUCTURE
The transaction includes a 10-month scheduled revolving period.
During the revolving period, the originator may offer additional
receivables that the Issuer will purchase, provided that the
eligibility criteria and concentration limits set out in the
transaction documents are satisfied. The revolving period may end
earlier than scheduled if certain events occur, such as the
originator's insolvency, the servicer's replacement, or the breach
of performance triggers.
The transaction allocates payments on a combined interest and
principal priority of payments and benefits from an amortizing cash
reserve equal to 1.5% of the Rated Notes' outstanding balance,
subject to a floor of 0.5% of the initial Rated Notes amount. The
cash reserve is part of the interest funds available to cover
shortfalls in senior expenses, senior swap payments, and interest
on the Class A, Class B, Class C, and Class D Notes and, if not
deferred, the Class E Notes.
The repayment of the Rated Notes after the end of the revolving
period will be on a pro rata basis until a sequential amortization
event. Upon the occurrence of a subordination event, the repayment
of the Notes will switch to a nonreversible sequential basis. The
unrated Class F Notes will begin amortizing immediately after
transaction closing during the revolving period, with a target
amortization equal to 10% of the initial balance on each payment
date. Interest and, if applicable, principal payments on the Notes
will be made quarterly.
The weighted-average portfolio yield is at least 6.5%, which is one
of the portfolio concentration limits during the revolving period.
TRANSACTION COUNTERPARTIES
Santander is the account bank for the transaction. Based on
Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander,
the downgrade provisions outlined in the transaction documents, and
other mitigating factors in the transaction structure, Morningstar
DBRS considers the risk arising from the exposure to the account
bank to be consistent with the credit ratings assigned to the Rated
Notes.
Santander is also the swap counterparty for the transaction.
Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander
meets Morningstar DBRS' criteria with respect to its role. The
transaction also has downgrade provisions that are largely
consistent with Morningstar DBRS' criteria.
PORTFOLIO ASSUMPTIONS
Morningstar DBRS established a lifetime expected default of 4.5%,
reflecting the historical performance of standard loans and
pre-approved loans. Morningstar DBRS also constructed a portfolio
expected recovery of 15.0% or a loss given default (LGD) of 85.0%.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related interest amounts and the initial principal amount
outstanding.
Notes: All figures are in euros unless otherwise noted.
SANTANDER CONSUMO 9: Fitch Assigns B+sf Final Rating on Cl. E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Santander Consumo 9, FT's notes final
ratings.
The final rating on the class E notes is one notch higher than the
expected rating. This was mainly driven by lower final coupon rates
payable to noteholders than initially considered.
Entity/Debt Rating Prior
----------- ------ -----
Santander Consumo 9, FT
A ES0305917009 LT AAsf New Rating AA(EXP)sf
B ES0305917017 LT A+sf New Rating A+(EXP)sf
C ES0305917025 LT BBB+sf New Rating BBB+(EXP)sf
D ES0305917033 LT BB+sf New Rating BB+(EXP)sf
E ES0305917041 LT B+sf New Rating B(EXP)sf
F ES0305917058 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Santander Consumo 9, FT is a securitisation of a EUR1,400 million
revolving portfolio of fully amortising general-purpose consumer
loans originated by Banco Santander S.A. (Santander, A/Stable/F1)
for Spanish residents. About 80% of the portfolio balance is linked
to pre-approved loans underwritten for existing Santander
customers.
KEY RATING DRIVERS
Asset Assumptions Reflect Pool Profile: Fitch has set base case
lifetime default and recovery rate of 4.25% and 25% for the
portfolio, reflecting the historical data provided by Santander,
Spain's economic outlook, pool features and the originator's
underwriting and servicing strategies. For the 'AAA' rating case,
the lifetime default and recovery rates are 21.3% and 12.5%,
respectively.
Short Revolving Period: The transaction features a 10-month
revolving period, during which new receivables can be purchased by
the SPV. Fitch deems any credit risk stemming from the revolving
period is sufficiently captured by the default multiples (e.g.
5.00x for the 'AAA' rating case). Fitch expects about 25% of the
pool balance to be replenished during the revolving period,
assuming an annualised prepayment rate of 10% (which Fitch set
based on comparable Spanish ABS).
Fitch has not assumed a stressed composition of the portfolio
towards the limits permitted by the transaction covenants (for
example. the term to maturity limit) considering the short duration
of the revolving period. Nevertheless, it stressed the weighted
average interest limit of the pool under its cash flow analysis.
Pro Rata Amortisation: The class A to E notes repay pro rata unless
a sequential amortisation event occurs, primarily linked to
performance triggers like the principal deficiency ledger and
cumulative defaults exceeding certain thresholds. Fitch views the
triggers as sufficiently robust to prevent the pro rata mechanism
from continuing upon early signs of performance deterioration and
believes the tail risk posed by the pro rata pay-down is mitigated
by the mandatory switch to sequential amortisation when the
outstanding collateral balance (inclusive of defaults) falls below
10% of the initial balance.
Interest Rate Hedge: An interest rate swap hedges the risk arising
from mismatch between the portfolio, which pays a fixed interest
rate for life and the floating-rate notes. The swap notional is the
outstanding balance of the non-defaulted receivables.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Long-term asset performance deterioration, such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, business practices or the
legislative landscape. Smaller losses on the portfolio than levels
consistent with ratings. For instance, an increase in the default
rate by 25% combined with a decrease in the recoveries by 25% could
imply category downgrades for most notes.
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E):
- Increase default rates by 10%:
'AA-sf'/'Asf'/'BBB+sf/'BB+sf'/'Bsf'
- Increase default rates by 25%:
'A+sf'/'A-sf'/'BBB+sf/'BBsf'/'B-sf'
- Increase default rates by 50%:
'Asf'/'BBB+sf'/'BBB-sf/'BB-sf'/'CCCsf'
Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E):
- Reduce recovery rates by 10%:
'AAsf'/'A+sf'/'BBB+sf/'BB+sf'/'B+sf'
- Reduce recovery rates by 25%: 'AA-sf'/'Asf'/'BBBsf/'BB+sf'/'Bsf'
- Reduce recovery rates by 50%: 'A+sf'/'Asf'/'BBBsf/'BBsf'/'CCCsf'
Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E)
- Increase default rates by 10% and reduce recovery rates by 10%:
'AA-sf'/'Asf'/'BBB+sf/'BB+sf'/'Bsf'
- Increase default rates by 25% and reduce recovery rates by 25%:
'Asf'/'BBB+sf'/'BBB-sf/'BB-sf'/'CCCsf'
- Increase default rates by 50% and reduce recovery rates by 50%:
'BBB+sf'/'BBB-sf'/'BBsf/'B-sf'/'NRsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Smaller losses on the portfolio than levels consistent with
ratings. For instance, a decrease in the default rate by 10%
combined with an increase in the recoveries by 10% could imply
category upgrades for most notes.
Increasing credit enhancement ratios as the transaction deleverages
to fully compensate for the credit losses and cash flow stresses
commensurate with higher rating scenarios.
Expected impact on the notes' ratings of decreased defaults and
increased recoveries (class A/B/C/D/E):
- Decrease default rates by 10% and increase recovery rates by 10%:
'AA+sf'/'AA-sf'/'Asf/'BBB-sf'/'BBsf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Santander Consumo 9, FT
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
SECUCOR FINANCE 2025-1: DBRS Finalizes B(low) Rating on E Notes
---------------------------------------------------------------
DBRS Ratings GmbH finalized provisional credit ratings on the
following classes of notes (collectively, the Rated Notes) issued
by Secucor Finance 2025-1 DAC (the Issuer):
-- Class A1 Notes at AA (sf)
-- Class A2 Notes at AA (sf)
-- Class B Notes at A (low) (sf)
-- Class C Notes at BBB (low) (sf)
-- Class D Notes at BB (low) (sf)
-- Class E Notes at B (low) (sf)
-- Class G Notes at A (high) (sf)
Morningstar DBRS did not rate the Class F Notes (together with the
Rated Notes, the Notes) also issued in this transaction.
The credit ratings of the Class A1 and Class A2 Notes address the
timely payment of scheduled interest and the ultimate repayment of
principal on or before the legal final maturity date. The credit
ratings of the Class B, Class C, Class D and Class E Notes address
the ultimate payment of interest but the timely payment of
scheduled interest when they become the senior-most tranche and the
ultimate repayment of principal on or before the legal final
maturity date. The credit rating of the Class G Notes addresses the
ultimate payment of interest and the ultimate repayment of
principal on or before the legal final maturity date.
The transaction is a securitization of fixed- or zero-interest rate
charge card, consumer, and other purpose loans granted to private
individuals residing in Spain by Financiera El Corte Inglés
(FECI). FECI is also the initial servicer of the transaction, which
has no exposure to balloon payments or residual value. Unlike the
previously issued 2013-I and 2021-1 Secucor Finance transactions,
this transaction contemplates a pro rata/sequential redemption
feature during the amortization period.
CREDIT RATING RATIONALE
Morningstar DBRS' credit ratings are based on the following
analytical considerations:
-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued
-- The credit quality and the diversification of the collateral
portfolio, its historical performance, and the projected
performance under various stress scenarios
-- The operational risk review of FECI's capabilities with regard
to originations, underwriting, servicing, and financial strength
-- The transaction parties' financial strength with regard to
their respective roles
-- The consistency of the transaction's structure with Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology
-- Morningstar DBRS' long-term sovereign credit rating of the
Kingdom of Spain, currently A (high) with a Stable trend
TRANSACTION STRUCTURE
The transaction includes a 36-month scheduled revolving period
during which the Issuer is able to purchase additional loan
receivables, subject to the eligibility criteria and concentration
limits set out in the transaction documents. The revolving period
may end earlier than scheduled if certain events occur, such as the
insolvency of FECI as the originator, the replacement of FECI as
the servicer, or the breach of performance triggers.
The transaction allocates collections in separate interest and
principal priorities of payments and benefits from an amortizing
reserve equal to 1% of the Notes' (excluding the Class G Notes)
principal balances, subject to a floor of EUR 2,000,000. This
reserve was initially funded with the Class G Notes' issuance
proceeds and can be used to cover senior expenses, senior swap
payments, and non-deferred interest payments on the Notes
(excluding the Class G Notes) before being replenished in the
interest waterfall. Principal funds can also be reallocated to
cover senior expenses, senior swap payments, and interest payments
on the Rated Notes (excluding the Class G Notes) if the interest
collections and this reserve are not sufficient.
After the end of the scheduled revolving period, the repayment of
the Notes (excluding the Class G Notes) will be pro rata among the
Notes (excluding the Class G Notes) until a subordination event
occurs, after which the repayment of the Notes (excluding the Class
G Notes) will switch to be sequential and non-reversible. In
comparison, the Class G Notes began to be repaid with the available
funds in the interest priority of payments immediately after the
transaction closes.
Morningstar DBRS considers the interest rate risk for the
transaction to be limited as an interest rate swap is in place to
reduce the mismatch between the fixed-rate collateral and the Rated
Notes (excluding the Class G Notes).
TRANSACTION COUNTERPARTIES
Bank of New York Mellon SA/NV, Dublin Branch (BNYM) is the account
bank for the transaction. Based on Morningstar DBRS' private
ratings on BNYM, the downgrade provisions outlined in the
transaction documents, and other mitigating factors in the
transaction structure, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings assigned.
Banco Santander S.A. is the initial swap counterparty for the
transaction. Banco Santander S.A. meets the Morningstar DBRS'
criteria to act in such capacity and the transaction documents
contain downgrade provisions consistent with Morningstar DBRS'
criteria.
PORTFOLIO ASSUMPTIONS
As the transaction has an unusual complexity with 13 types of
consumer loans with vastly different repayment requirements and
default performance, Morningstar DBRS established its expected
lifetime default assumptions for each loan type and classified the
loan types into four sub-groups according to key loan
characteristics for the cash flow analysis. Subsequently,
Morningstar DBRS constructed a portfolio lifetime expected gross
default of 5.5% for this transaction based on the potential
portfolio migration, the scheduled repayments and expected
repayments of each loan type during the scheduled revolving period.
Compared with the defaults, the recovery experience has been
largely similar among all loan types except for the charge-card TSC
and TS9 loans. Morningstar DBRS set the expected recovery rates of
all loan types (except for the TSC and TS9 loans) at 35% and the
portfolio expected recovery rate at 29.2% or portfolio loss given
default (LGD) of 70.8% based on the potential portfolio migration,
the scheduled repayments and expected repayments of each loan type
during the scheduled revolving period.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Rated Notes are the related
interest amounts and the initial principal amounts.
Notes: All figures are in euros unless otherwise noted.
SECUCOR FINANCE 2025-1: Fitch Assigns 'Bsf' Rating on Class G Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Secucor Finance 2025-1 DAC final
ratings.
Entity/Debt Rating Prior
----------- ------ -----
Secucor Finance
2025-1 DAC
A1 XS3178723055 LT AAsf New Rating AA(EXP)sf
A2 XS3178723139 LT AAsf New Rating AA(EXP)sf
B XS3178723212 LT Asf New Rating A(EXP)sf
C XS3178723303 LT BBBsf New Rating BBB(EXP)sf
D XS3178723485 LT BB+sf New Rating BB+(EXP)sf
E XS3178723568 LT BBsf New Rating BB(EXP)sf
F XS3178723642 LT NRsf New Rating NR(EXP)sf
G XS3178723725 LT Bsf New Rating B(EXP)sf
Transaction Summary
Secucor Finance 2025-1 DAC is a securitisation of a revolving
portfolio of consumer credits originated by Financiera El Corte
Inglés EFC, S.A. (FECI), the captive finance unit of Spanish
retailer El Corte Ingles, S.A. (ECI; BBB-/Positive). FECI is fully
owned by ECI and Santander Consumer Finance, S.A. (A/Stable/F1).
The portfolio includes receivables from consumer purchases, either
charged on the store cards or financed through point-of-sale (PoS)
loans, and general purpose unsecured consumer loans.
KEY RATING DRIVERS
Excessive Counterparty Risk Caps Ratings (ESG Factor): The maximum
achievable rating on the transaction is linked to and capped by the
transaction account bank's (TAB) deposit rating. This reflects the
excessive counterparty risk as cash collections can be retained at
the TAB during the revolving period of up to 25% of the total
collateralised notes' balance. This is a very large share of total
credit enhancement protection for the notes.
Long Revolving Period: The transaction has a three-year revolving
period that increases the risk of portfolio deterioration resulting
from any change in macroeconomic conditions or origination
practices. These risks are mitigated by the revolving period
triggers and are recognised in Fitch's calibration of default rate
multiples and recovery rate haircuts. Fitch expects up to 100% of
the pool balance to be replenished during the revolving period,
assuming an annualised prepayment rate of 10%.
Asset Assumptions Reflect Mixed Portfolio: Fitch has set separate
asset assumptions for each product to reflect the different
performance expectations and considering FECI's historical data,
Spain's economic outlook and the originator's underwriting and
servicing strategies. In blended terms, Fitch has quantified
weighted average stressed portfolio base-case default and recovery
rates of 3.7% and 32.8%, assuming the share of unsecured consumer
loans reaches the 30% maximum limit permitted by transaction
covenants.
Pro Rata Note Amortisation: The collateralised notes (class A to F)
will be repaid pro rata after the end of the revolving period
unless a sequential amortisation event occurs. These are primarily
linked to performance triggers like the principal deficiency
exceeding 1.0% of the outstanding portfolio balance on two
consecutive monthly payment dates, or the three-month average
default rate exceeding 1.3%. Defaults are defined as loans in
arrears over 90 days.
Fitch views these triggers as sufficiently robust to prevent the
pro rata mechanism from continuing on early signs of deterioration
in performance. Fitch believes the tail risk posed by the pro rata
pay-down is mitigated by the mandatory switch to sequential
amortisation when the outstanding collateral balance falls below
10% of its initial balance.
Limited Excess Spread: The transaction's excess spread is
influenced by the high share of non-interest-bearing products,
which represent 50% of the initial portfolio balance. In its cash
flow analysis Fitch assumed a weighted average interest rate of
5.5% on the pool (in line with the revolving period minimum limit),
driven by the interest-bearing PoS and unsecured loans, which
accrue interest income at annualised rates over 10%.
ESG Factor: Fitch considers the TAB rating profile a key risk
driver of the transaction. It implies a high ESG Relevance Score
for "Transaction Parties & Operational Risk" due to the excessive
reliance on transaction counterparties. This has a negative impact
on the credit profile and is highly relevant to the ratings.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- For the class A notes, a downgrade of the TAB's long-term deposit
rating as their rating is linked to and capped by the TAB's deposit
rating during the revolving period given the excessive counterparty
risk exposure
- Long-term asset performance deterioration such as increased
defaults, reduced recoveries or reduced portfolio yield, which
could be driven by changes in portfolio characteristics,
macroeconomic conditions, business practices or legislative
landscape
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F/G)
Increase default rates by 10%:
'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'BB-sf'/'NRsf'/'CCCsf'
Increase default rates by 25%:
'A+sf'/'BBBsf'/'BB+sf'/'BBsf'/'Bsf'/'NRsf'/'NRsf'
Increase default rates by 50%:
'A-sf'/'BBB-sf'/'BBsf'/'Bsf'/'CCCsf'/'NRsf'/'NRsf'
Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F/G)
Reduce recovery rates by 10%:
'AAsf'/'A-sf'/'BBBsf'/'BB+sf'/'BBsf'/'NRsf'/'B-sf'
Reduce recovery rates by 25%:
'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'BB-sf'/'NRsf'/'CCCsf'
Reduce recovery rates by 50%:
'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B+sf'/'NRsf'/'NRsf'
Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F/G)
Increase default rates by 10% and reduce recovery rates by 10%:
'AA-sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'BB-sf'/'NRsf'/'CCCsf'
Increase default rates by 25% and reduce recovery rates by 25%:
'Asf'/'BBBsf'/'BB+sf'/'B+sf'/'CCCsf'/'NRsf'/'NRsf'
Increase default rates by 50% and reduce recovery rates by 50%:
'BBBsf'/'BBsf'/'Bsf'/'NRsf'/'NRsf'/'NRsf'/'NRsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Better asset performance than expected, such as lower defaults
and higher recoveries
- For the class A notes and subject to portfolio performance
trends, an upgrade of the TAB's long-term deposit rating during the
revolving period as their rating is linked to and capped by the
TAB's deposit rating given the excessive counterparty risk
exposure
- Increasing credit enhancement ratios as the transaction
deleverages to fully compensate for the credit losses and cash flow
stresses commensurate with higher rating scenarios
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Secucor Finance 2025-1 DAC
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
The class A notes are capped and linked at the TAB provider's
deposit rating because the notes are exposed to excessive
counterparty dependence risk.
ESG Considerations
Secucor Finance 2025-1 DAC has an ESG Relevance Score of 5 for or
"Transaction Parties & Operational Risk" due to the excessive
reliance on transaction counterparties, which has a negative impact
on the credit profile and is highly relevant to the ratings. Cash
collections can be retained at the TAB during the revolving period
up to 25% of the total collateralized note balance.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
=====================
S W I T Z E R L A N D
=====================
ALLWYN INT'L: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings has affirmed the Ba2 long-term corporate family
rating and the Ba2-PD probability of default rating of Allwyn
International AG (Allwyn). The outlook has changed to negative from
stable.
On September 22, 2025, Allwyn announced it has entered into a
definitive agreement to acquire a 62.3% stake in North American
daily fantasy sports operator PrizePicks[1]. The transaction
entails a total upfront day 1 consideration of $1.6 billion
equivalent, with a further payment in 2029 contingent on
PrizePicks's performance between 2026 and 2028. Allwyn plans to
finance the purchase price using a combination of cash on balance
sheet and debt financing. Closing is expected in the first half of
2026, subject to customary regulatory approvals.
RATINGS RATIONALE
Driving the rating action is Allwyn's expected re-leveraging to
4.0x (on a consolidated basis) through the end of 2026, pro forma
for the largely debt-funded acquisition of a majority stake in
PrizePicks on top of lower than initially expected EBITDA
(Moody's-adjusted) in the next 12-18 months.
The acquisition of a majority stake in PrizePicks enhances Allwyn's
scale, geographic and product diversification. Concurrently, the
still evolving regulatory environment around daily fantasy sports
gaming and, more so, the largely debt-funded nature of the
acquisition offset these benefits. PrizePicks' high-margin business
is accretive to Moody's-adjusted EBITDA, so that Moody's estimates
the latter increases to around EUR1.9 and EUR2.0 billion on a pro
forma basis in 2025 and 2026 respectively. However, Moody's
projects a concurrent increase in Moody's-adjusted gross debt to
EUR7.4 billion and EUR7.7 billion from EUR5.0 billion as at June
30, 2025. The incremental debt quantum splits between funding for
PrizePicks and for capital expenditures alongside other M&A-related
outflows. Moody's thus project Moody's-adjusted gross leverage to
increase to 4.0x through the end of 2026, which is above the 3.5x
threshold defined to maintain the Ba2 rating. More positively,
PrizePicks's existing management team will continue to run the
business independently of the Allwyn's brand, mitigating execution
and integration risks in Moody's views.
Aside from the impact of PrizePicks, weaker earnings contributions
from some businesses, the effect of tax reforms in Austria and
larger exceptional costs will outweigh solid performance in Betano,
leading to Moody's-adjusted EBITDA of EUR1.4 billion (consolidated)
per annum in 2025 and 2026. This compares with Moody's previous
expectations of EUR1.5 billion in 2025 and EUR1.6 billion in 2026.
Allwyn's credit quality continues to reflect the company's large
exposure to lotteries that typically drive more resilient revenue
and profitability compared to other gaming activities; strong
market shares; and geographical and distribution channel
diversification. Allwyn's credit profile remains constrained by the
company's negative free cash flow (FCF) after dividend
distributions; a concentrated ownership; and by the presence of
significant minority interests in the group's structure. This
results in cash leakage associated with dividends to minorities and
a consolidated gross financial leverage that understates what the
figure would be on a proportional consolidation basis.
ESG CONSIDERATIONS
Governance considerations were a driver of the rating action.
Expected recourse to substantial debt raises to fund inorganic
growth alongside large license renewals constrain the company's
flexibility to accommodate underperformance at the current rating
level. More positively, Moody's assessments takes into
consideration the company's commitment to continue to operate the
business below a company-defined net leverage target of below 2.5x
(comparable to Moody's-adjusted gross debt of 3.5x on a
consolidated basis).
LIQUIDITY
Allwyn's liquidity is good. At June 30, 2025, on a consolidated
basis and pro forma for the refinancing executed in July 2025, the
company had EUR1.3 billion of unrestricted cash and access to
cumulative availabilities of EUR1,376 million across committed
revolving credit facilities (RCFs) and delayed draw term loan at
different entities within the group, of which EUR1,356 million is
available to the group and EUR850 million was fully available at
the holding company level.
Moody's expects Allwyn to generate positive FCF before dividend
distributions over the next 12-18 months, albeit of lower magnitude
compared to historical levels because the company will need to fund
investments for license renewal in Italy. Overall, Moody's expects
FCF after distributions to the parent entity and to minority
shareholders to be heavily negative in 2025-26 at - EUR500 million
and - EUR250 million respectively.
Moody's expects comfortable compliance with financial covenants
attached to the bank loans.
RATIONALE FOR NEGATIVE OUTLOOK
The negative outlook reflects the risk that Allwyn may not be able
to improve its credit metrics to levels commensurate with Moody's
requirements for the current Ba2 rating, particularly in terms of
Moody's-adjusted gross debt / EBITDA (on a consolidated basis).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure could arise if:
-- The company consistently reduces leverage and remain committed
to conservative financial policies, including a Moody's-adjusted
gross leverage on a consolidated basis remaining well below 2.5x.
-- The holding company generates strong cash flow on a sustained
basis and maintains solid liquidity to service upcoming debt
maturities, cutting back dividend and M&A spending when necessary
-- The company sustains positive organic growth, withstands the
impact of potential adverse changes to regulatory environments,
successfully manages licenses renewal risk as well as execution and
integration of acquired businesses.
Downward rating pressure would arise if Allwyn's:
-- Moody's-adjusted gross leverage remains above 3.5x on a
consolidated basis or its Moody's-adjusted FCF remains negative on
a sustainable basis.
-- The consolidated group's liquidity weakens or financial
policies become less conservative, with significant debt-financed
acquisitions and a high level of recurring dividends.
-- Organic revenue declines, changes to the regulatory
environments negatively impact the company's earnings and cashflows
or in case of missteps with regards to license renewals.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Gaming
published in September 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
Allwyn is a multinational lottery and gaming operator in the Czech
Republic, the UK, the US, Greece and Italy. It also holds a 37%
stake in the Betano brand's online sports betting and gaming
operations. Predominantly focused on lotteries, Allwyn also
operates sports betting, online gaming, VLTs, and casinos. On a
consolidated basis, Allwyn generated net revenue of EUR3.7 billion
and EBITDA of EUR1.6 billion in the last twelve months ended June
30, 2025. The company is owned by KKCG, an investment group founded
by Karel Komarek.
===========
T U R K E Y
===========
LIMAK ISKENDERUN: Fitch Affirms 'B-' Rating on $370MM Secured Notes
-------------------------------------------------------------------
Fitch Ratings has affirmed Limak Iskenderun Uluslararasi Liman
Isletmeciligi A.S.'s (LimakPort) USD370 million senior secured
notes at 'B-'. The Outlook is Negative.
RATING RATIONALE
The affirmation of the rating reflects the continued reliance of
debt sustainability under its Fitch Base Case on sustained,
material volume growth, particularly given ongoing uncertainty
arising from Red Sea disruptions. Consistent volume growth remains
essential for debt sustainability, although operating performance
is recovering in 2025, especially container volumes, supporting
revenue in line with management's 2025 budget. The EBITDA margin
has improved versus last year and is slightly ahead of management's
budget, but it remains below pre-earthquake levels.
LimakPort's liquidity remained strong at USD95 million at
end-August 2025, including USD39 million of mandatory reserves.
This is supported by the closure of insurance claims and receipt of
USD105 million in total insurance proceeds, which enhances
liquidity and provides visibility on funding for the Turkish Grain
Board berth reconstruction when required.
KEY RATING DRIVERS
Industrial Hinterland, Exposed to Competition - Revenue Risk -
Volume: 'Midrange'
LimakPort focuses on container handling, which accounts for more
than 80% of its revenue. It also services cargo, roll-on/roll-off
and dry bulk. The port mainly serves its dynamic hinterland in
importing raw materials and exporting finished/semi-finished goods
to the EU, Middle East and north Africa. This results in a
diversified and balanced mix between imports and exports across the
major ports in the basin.
LimakPort faces competition from two other ports in the area
targeting the same volumes (Mersin and Assan). Both ports are
generally used for containers and are nearing capacity. LimakPort
is the only port in the area operating below capacity.
Mainly Unregulated US Dollar Tariff - Revenue Risk - Price:
'Midrange'
LimakPort's revenue is predominantly unregulated, because only
tariffs for marine services (about 10% of revenue) are regulated by
the Turkish Ministry of Transportation. This gives significant
price flexibility in the unregulated business, as reflected by
management's decision to increase tariffs in previous years. The
depreciation of the Turkish lira does not have a direct impact on
LimakPort's tariffs, which are set in dollars.
Ample Capacity to Grow - Infrastructure Development and Renewal:
'Midrange'
In 2023 Turkiye suffered two major earthquakes that affected the
port's infrastructure and key areas in the hinterland. Its
available capacity is currently at 80% of the total port capacity
of 1 million 20-foot equivalent units. This is still above the
port's current utilisation of around 70%. Growth capex linked to
the port's capacity expansion is highly flexible and will only be
rolled out if volumes exceed certain thresholds. In the longer
term, this growth capex and increased capacity are required to
service the company's debt.
Fully Amortising Debt, Small Reserves - Debt Structure: 'Midrange'
LimakPort's debt consists of a single tranche of USD370 million
senior secured notes due in 2036, which are fully amortising and
fixed rate. The debt features typical project-finance protections,
including limits on additional equally ranking debt and a
distribution lock-up covenant of 1.25x.
The structure benefits from a three-month operations and
maintenance expenses reserve account, a six-month debt service
reserve account and a capex reserve account covering 1.5 years of
all capex and major maintenance costs. The port's long concession
maturity to 2047 provides long-term financial flexibility.
Financial Profile
LimakPort's performance in 2025 has improved compared with last
year, driven by the recovery in container volumes, and has been in
line with management's expectations for volume growth and cash flow
generation. Consequently, projected debt service coverage metrics
under the Fitch Base Case have improved slightly versus last year,
to around 1.1x over the life of the notes, albeit with some
dependence on volume growth over the next two years. Fitch believes
LimakPort has a margin of safety to continue meeting its financial
commitments, and any potential minor debt service shortfall in the
short to medium term would be covered by the ample liquidity
available.
PEER GROUP
LimakPort's closest peer is the nearby Mersin Uluslararasi Liman
Isletmeciligi A.S. port (senior unsecured BB-/Stable). Mersin is
the largest port in the region and is Turkiye's largest
export-import port. This exposes it to the same diversified yet
volatile mix of volumes as LimakPort with a similarly
well-connected hinterland. LimakPort is considerably smaller than
Mersin, despite the location and hinterland similarities.
Both ports can flexibly set tariffs as long as they are not
excessive or discriminatory, although LimakPort's tariffs are lower
than Mersin's. LimakPort benefits from a fully amortising and
protective project finance debt structure, unlike Mersin's
corporate bullet structure. This leads to Mersin's key metric being
leverage, while LimakPort's is the debt service coverage ratio.
Mersin's rating is capped by Turkiye's Issuer Default Rating of
'BB-', while LimakPort's rating and Outlook reflect a low coverage
ratio.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in the port's operations and the cash flow
generation, resulting in a weakening of projected debt service
coverage metrics over the life of the debt
- Deterioration in available liquidity, reducing the margin of
safety in case of underperformance
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement in the port's operations and cash flow generation,
resulting in an improvement of projected debt service coverage
metrics over the life of the debt
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
PETKIM PETROKIMYA: Fitch Lowers Foreign Currency IDR to 'CCC'
-------------------------------------------------------------
Fitch Ratings has downgraded Petkim Petrokimya Holdings A.S.'s
Long-Term Foreign-Currency Issuer Default Rating (IDR) to 'CCC'
from 'CCC+'.
The downgrade reflects continuing weakness in the European chemical
market, which Fitch expects to lead to Petkim's profitability
remaining very weak at least until 2026, and continued high
leverage. Fitch forecasts Petkim will maintain double-digit EBITDA
net leverage in 2025-2027 before it improves to a still high 9.4x
in 2028. The company is also reliant on short-term working-capital
funding and continued rollover of upcoming debt maturities,
resulting in a tight liquidity position.
Fitch acknowledges support provided by Petkim's ultimate owner,
State Oil Company of the Azerbaijan Republic (SOCAR, BBB-/Stable),
but the support transactions have been carried out ad hoc, and
allow Petkim to pay interest, roll-over short-term debt and provide
minimal liquidity, but do not address the unsustainable nature of
the capital structure.
Key Rating Drivers
Weak Results Persist: Petkim continues to report weak quarterly
results due to demand weakness, oversupply in its key products and
high freight costs. Cash flow from operating activities were
negative TRY3.2 billion in 6M25, versus TRY0.3 billion in 6M24.
Fitch expects Petkim's profitability to improve from 2027-2028,
subject to an improving macro backdrop in the European chemical
sector.
Leverage to Remain High: Fitch has further extended its expectation
for leverage to remain high due to only gradual improvement
expected in the macro environment for European chemical companies.
Fitch forecasts Petkim's EBITDA net leverage will reach double
digits in 2025-2027 and will remain high at 9.4x in 2028, which is
reflected in the rating. This further deterioration in its
forecasts and uncertainty about the timing and scale of the
prospective market improvement were key factors underpinning its
decision to downgrade Petkim.
Liquidity Remains Tight: Sixty-one per cent of Petkim's debt was
short term at end-June 2025 and related to working-capital funding.
Petkim has been able to successfully roll over upcoming debt
maturities and Fitch assumes the company will maintain good bank
access. However, Fitch views liquidity as a significant risk for
Petkim.
Rating Incorporates Support: Support from the ultimate majority
parent SOCAR has increased in relation to a disposal of assets to
the shareholder. However, Petkim's persistently weak financial
performance means cash flow generation does not even cover interest
payments. Support facilitates servicing of debt including interest
payments and provides minimal liquidity, but does not recapitalise
the company so that it could operate on a standalone basis.
Small-Scale Commodity Producer: Petkim is a Turkish commodity
chemical producer, making plastics and intermediates from naphtha.
It has a strong position in the domestic market. However, its small
scale and single-site operations with limited integration are key
weaknesses in its business profile.
Ambitious Growth Plans: In early 2025, SOCAR Turkiye Enerji AS,
Petkim's majority shareholder, outlined ambitious expansion plans,
adding 1.2 million tonnes per annum (tpa) of ethylene, 827,000 tpa
of low-and high-density polyethylene LLDPE/HDPE, and 550,000 tpa of
polypropylene aiming to cut Türkiye's polyolefin import dependence
and boost competitiveness. The company expects a final investment
decision by end-2026. The USD7 billion programme would be
underpinned by a significant capital restructuring at Petkim. Fitch
has not incorporated potential project capex or impacts into
Petkim's forecasts as key details remain pending.
Peer Analysis
Petkim's closest peer is Sasa Polyester Sanayi Anonim Sirketi
(B-/Stable). Both are Turkey-based commodity chemicals producers.
Petkim has a broader product mix and more integrated operations,
but also smaller market share and weaker growth prospects. Fitch
expects Sasa's financial profile to improve as it completes its
large capex plan. Fitch expects Petkim to face continued market
challenges in 2025-2026 with depressed margins and high leverage.
Other Fitch-rated, commodity-focused EMEA chemical companies
include AI Plex (Luxembourg) S.a r.l. (B-/Negative) and Lune
Holdings S.a r.l. (Kem One; CCC-). AI Plex has a leading position
in the methacrylates business in Europe with better geographical
diversification, but is also exposed to raw-material volatility and
has a highly leveraged capital structure. The Negative Outlook
reflects the refinancing risk related to maturities due in 2026 in
a difficult chemical market.
Kem One is an integrated producer of PVC, caustic soda and
chloromethanes based in France. Petkim shares Kem One's asset
concentration and commodity focus. Kem One has smaller production
scale and weaker end-market diversification with exceptionally weak
profitability and cash flow generation due to operational issues at
its plants and continued weak demand.
Key Assumptions
- Naphtha prices following crude oil price under Fitch's latest
price deck
- Average US dollar-Turkish lira rates of 39.76 in 2025, 45.71 in
2026, 50.71 in 2026-2027
- EBITDA margin of around 1% in 2025 gradually improving to around
6% in 2028
- Capex at USD182 million in 2025, USD119 million in 2026, USD248
million in 2027 and normalising to USD101 million in 2028
- No dividends paid to Petkim's shareholders
- No dividends received from STAR Refinery in 2025 and 2026, USD44
million in 2027 and USD48 million 2028
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Inability to roll over short-term maturities or a deteriorating
liquidity profile
- Weakening support from SOCAR
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement in liquidity on a sustained basis
- Significant improvement in financial performance leading to a
material improvement in leverage metrics
- Strengthening of ties with the parent SOCAR under Fitch's Parent
and Subsidiary Rating Criteria, which may result in the
reevaluation of its rating approach and incorporation of a rating
uplift for parental support
Liquidity and Debt Structure
Tight Liquidity: At end-June 2025, Petkim had around TRY6 billion
of cash and cash equivalents versus TRY30 billion of short -term
debt. Short term debt includes TRY5 billion of liabilities
resulting from letters of credit and a murabaha loan for naphtha
procurement that Fitch treats as debt. A material level of
short-term funding is common among Turkish corporates, but it
exposes the company to systemic liquidity risk.
Issuer Profile
Petkim is a small Turkish petrochemical producer with 3.6 million
tonnes annual gross production capacity including commodity
chemicals.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Petkim Petrokimya
Holdings A.S. LT IDR CCC Downgrade CCC+
TURK TELEKOM: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
on Turk Telekom, one notch above the foreign currency sovereign
rating on Türkiye because it passes its hypothetical sovereign
default stress test but is capped by its transfer and
convertibility (T&C) assessment on Türkiye. S&P also affirmed its
'B' short-term rating on Turk Telekom, affirmed the existing
unsecured debt at 'BB', and assigned a 'BB' issue rating to the
proposed unsecured notes.
The stable outlook on Turk Telekom reflects that on Türkiye, and
S&P's expectation of continued strong operating performance and
resilience to domestic economic challenges. Its 'bbb-' stand-alone
credit profile reflects our expectation that the S&P Global
Ratings' weighted-average adjusted debt-to-EBITDA ratio will be
about 2.0x or marginally below from 2026-2027, and that free
operating cash flow (FOCF) will weaken due to substantial
concession payments over the next couple of years.
Turk Telekom 's solid operating performance and competitive
position will continue to support an investment-grade stand-alone
credit profile. Turk Telekom reported another quarter of strong
performance across all segments in the second quarter of 2025, with
the reported EBITDA margin expanding by 340 basis points year over
year to 42.2%. S&P said, "We continue to forecast strong operating
performance from 2025-2027 and expect revenue to expand by more
than 35% in 2025 (excluding the effects of International Accounting
Standard 29 financial reporting in hyperinflationary economies) and
15%-25% from 2026-2027. Factors supporting this include higher
average revenue per user across segments and, to a lesser extent,
an expected increase in postpaid mobile and fixed broadband
subscribers from 2025-2027. We estimate Türkiye's inflation will
ease to 25%-35% in 2025 and further to 10%-20% over 2026-2027, from
44.4% in December 2024. This, along with Turk Telekom's disciplined
approach to cost management, will result in steady profitability
and a reported EBITDA margin of about 40% over 2025-2027."
Turk Telekom's fixed-line concession, renewed until 2050, provides
the company with predictable cash flow, but its financial cost was
not factored into our previous base case. Turk Telekom is extending
its concession agreement for providing telecommunication services
in Türkiye until February 28, 2050. As a result, Turk Telekom will
pay a concession fee of US$ 2.5 billion (US$3.0 billion including
VAT) to the regulator over a 10-year period, starting in 2026. S&P
said, "In addition, we understand the regulator is potentially
auctioning the 5G spectrum for a minimum total tender price of
US$2.125 billion, and Turk Telekom intends to bid. We forecast
higher reported capital expenditure (capex) of about 29% of sales
in 2025 reflecting investments in mobile and fixed infrastructure
networks, before exceeding 30% over 2026-2027 due to the additional
capex related to the concession fee. We consider the concession fee
annuity payments economically equivalent to capex since Turk
Telekom does not own the infrastructure asset but pays a fee to the
regulator for its use. In contrast, if Turk Telecom won the 5G
Spectrum bid, we would consider the related fees as acquisition
costs. We therefore anticipate the concession fee, and potential 5G
spectrum fee will weigh down FOCF over the forecast period. We now
expect FOCF will be negative in 2025, improving to neutral to
slightly positive over 2026-2027. To fund this negative cash flow,
the company is considering issuing debt through senior unsecured
notes. This, along with our analytical treatment of the commitment
to pay the regulator the remaining concession fee balance as debt,
given that Turk Telekom benefits from the fixed-line assets, leads
us to forecast S&P Global Ratings-adjusted debt to EBITDA will peak
at about 2.0x in 2026 and 1.6x in 2027, from 1.1x in 2024. This
reflects a material departure from our previous forecast of less
than 1.5x over the same period, a level the company is unlikely to
achieve in the next couple of years despite expected strong
operating performance. Consequently, we revised downward the
stand-alone credit profile on Turk Telekom to 'bbb-'."
S&P said, "We continue rate Turk Telekom at 'BB', one notch higher
than the 'BB-' unsolicited sovereign foreign currency rating on
Türkiye, and in line with the T&C assessment. This is because Turk
Telekom passes our hypothetical sovereign default stress test that
assumes, among other factors, a 50% devaluation of the Turkish lira
against hard currencies and a 30% decline in organic EBITDA. This
is mainly because the company has sizeable undrawn committed lines
in foreign currencies (mostly the euro) and keeps 30% of its cash
in hard currencies and a limited portion of its short-term debt
maturities unhedged. Therefore, in the hypothetical case the lira
depreciates further, we think the appreciation of the cash balance
and undrawn committed lines would offset the increase in the
unhedged short-term debt maturities--denominated in foreign
currencies--and capex. In our analysis we assume the proposed
senior unsecured notes will be successfully placed. If the
transaction is unsuccessful or the size and terms and conditions of
the proposed unsecured notes materially change, we may reassess the
company's liquidity position and its capacity to pass the sovereign
stress test.
"Our assumption of higher EBITDA stress at the company, relative to
the larger telecommunications industry, reflects our view that Turk
Telekom is highly sensitive to country risk due to its
government-related entity status and strong links with the
government. Our ratings on Turk Telekom are capped at the level of
our T&C assessment on Türkiye, where Turk Telekom generates most
of its cash flow. The T&C assessment reflects our view of the
likelihood that Türkiye would restrict Turkish companies' access
to foreign currency liquidity.
"The stable outlook on Turk Telekom reflects our stable outlook on
Türkiye and our expectation that the company will continue to
demonstrate solid operating performance and resilience to
macroeconomic challenges in its home market. Our 'bbb-' assessment
of the stand-alone credit profile reflects our expectation that the
S&P Global Ratings' weighted-average adjusted debt-to-EBITDA ratio
will be about 2.0x or marginally below from 2026-2027, and that
FOCF will weaken due to the substantial concession payments over
the next couple of years.
"We could lower our ratings on Turk Telekom if we revised downward
our T&C assessment on Türkiye to 'BB-' or if Turk Telekom no
longer passed our hypothetical sovereign default stress test.
"We could raise our ratings on Turk Telekom if we revised upward
our T&C assessment on Türkiye to 'BB+' and if Turk Telekom
continued to pass our hypothetical sovereign default stress test."
===========================
U N I T E D K I N G D O M
===========================
BLUE OCEAN: Exigen Group Named as Administrators
------------------------------------------------
Blue Ocean Building Ltd was placed into administration proceedings
in the High Court of Justice, Business & Property Courts in
Manchester, Court Number: CR-2025-001303, and David Kemp and
Richard Hunt of Exigen Group Limited were appointed as
administrators on Sept. 19, 2025.
Blue Ocean Building engaged in the construction of commercial
buildings.
Its registered office is at Warehouse W, 3 Western Gateway, Royal
Victoria Docks, London, E16 1BD
Its principal trading address is at Park View Centre Suite 4, 21
Common Lane, Culcheth, WA3 4EW
The joint administrators can be reached at:
David Kemp
Richard Hunt
Exigen Group Limited
Warehouse W, 3 Western Gateway
Royal Victoria Docks
London E16 1BD
For further details, contact:
David Kemp
Tel No: 0207-538-2222
BULPHAN DEVELOPMENTS: FRP Advisory Named as Administrators
----------------------------------------------------------
Bulphan Developments LLP was placed Business and Property Courts in
the High Court of Justice Business and Property Courts of England
and Wales, Court Number: CR-2025-6549, and Gary Hargreaves, Steven
Williams and Jessica Leeming of FRP Advisory Trading Limited were
appointed as administrators on Sept. 22, 2025.
Bulphan Developments specialized in Real Estate.
Its registered office is at No 1 Railshead Road, St Margarets, Old
Isleworth, TW7 7EP, to be changed to FRP Advisory Trading Limited,
Derby House, 12 Winckley Square, Preston, PR1 3JJ
Its principal trading address is at Pieris Place, Brentwood Road,
Bulphan, RM14 3TL
The joint administrators can be reached at:
Gary Hargreaves
Steven Williams
Jessica Leeming
FRP Advisory Trading Limited
Derby House
12 Winckley Square
Preston, PR1 3JJ
For further details, contact:
Matthew Williams
Email: cp.preston@frpadvisory.com
COLDPRESS FOODS: Exigen Group Named as Administrators
-----------------------------------------------------
Coldpress Foods Limited was placed into administration proceedings
in the High Court of Justice Business and Property Courts of
England and Wales, Court Number: CR-2025-006555, and David Kemp and
Richard Hunt of Exigen Group Limited were appointed as
administrators on Sept. 22, 2025.
Coldpress Foods is a manufacturer of fruit and vegetable juice.
Its registered office is at Warehouse W, 3 Western Gateway, Royal
Victoria Docks, London, E16 1BD
Its principal trading address is at 4 The Mews, Bridge Road,
Twickenham, TW1 1RF.
The joint administrators can be reached at:
David Kemp
Richard Hunt
Exigen Group Limited
Warehouse W, 3 Western Gateway
Royal Victoria Docks
London E16 1BD
For further details, contact:
David Kemp
Tel No: 0207 538 2222
COUNTYWIDE CARING: Leonard Curtis Named as Administrators
---------------------------------------------------------
Countywide Caring Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Court Number: CR-2025-006535, and Alex
Cadwallader and Neil Bennett of Leonard Curtis were appointed as
administrators on Sept. 19, 2025.
Countywide Caring engaged in social work activities without
accommodation for the elderly and disabled.
Its registered office and principal trading address is at 1 King
William Street, London, EC4N 7AF.
The joint administrators can be reached at:
Neil Bennett
Alex Cadwallader
Leonard Curtis
5th Floor, Grove House
248a Marylebone Road
London, NW1 6BB
For further details, contact:
Toby Gibbons
Tel No: 020 7535 7000
Email: recovery@leonardcurtis.co.uk
ECOBRIX MANUFACTURING: CG & Co Named as Administrators
------------------------------------------------------
Ecobrix Manufacturing Ltd was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency & Companies List, No
2025-MAN-001274, and Edward M Avery-Gee and Nick Brierley of CG&Co
were appointed as administrators on Sept. 19, 2025.
Ecobrix Manufacturing engaged in engineering activities.
Its registered office is at CG & Co, 27 Byrom Street, Manchester,
M3 4PF
Its principal trading address is at Unit 8 Pantglas Industrial
Estate, Bedwas, Caerphilly, CF83 8GE
The joint administrators can be reached at:
Edward M Avery-Gee
Daniel Richardson
CG & Co
27 Byrom Street
Manchester, M3 4PF
For further details, contact:
Heather Thomson
Email: Heather.Thomson@cg-recovery.com
Tel No: 0161 505 1250
FLEET MIDCO I: Moody's Affirms 'B2' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings has affirmed Fleet Midco I Limited's (Argus Media,
a price reporting agency) B2 long-term corporate family rating and
B2-PD probability of default rating. Concurrently, Moody's affirmed
the B2 ratings on the $1.6 billion backed senior secured term loan
B (TLB, $500 million add-on included) and on the $150 million
backed senior secured revolving credit facility (RCF), both issued
by Fleet US Bidco Inc. The outlook on both entities remains
stable.
Argus Media intends to use the proceeds of the TLB add-on to
repurchase a portion of Fleet Holdco Limited's (a company wholly
owned and controlled and/or advised by General Atlantic Service
Company, L.P.'s and or its affiliates) shares, reducing their
ownership to 29% from 36%.
The affirmation of the B2 rating reflects:
-- Subscription based model which provides good revenue
visibility
-- High cash conversion, enabling the company to rapidly
deleverage following the proposed share buyback
-- Modest scale with a concentration on the oil and gas sector
RATINGS RATIONALE
Argus Media benefits from solid margins and is highly cash
generative with a good track record of deleveraging after previous
shareholder distributions. Moody's considers the company has the
financial flexibility to accommodate the add-on within its current
B2 rating position.
The company reported a revenue of $501 million for fiscal year
2025, ended 30 June, up 9% from 2024 on a constant currency basis,
but slightly below Moody's expectations. Positively, subscriptions
revenues, which comprise around 90% of the revenue base, grew by an
underlying 11% growth rate as the company continued to expand and
diversify its product offering, offset by a decline in the
consulting and conference business due to lower discretionary
spendings. Moody's forecasts a revenue growth rate at around 9% for
fiscal 2026 reflecting the launch of new products, a high
subscription renewal rate and the company's ability to sustain its
pricing power.
Moody's have projected a Moody's adjusted EBITDA of $257 million
for fiscal 2026, leading to a Moody's adjusted gross debt to EBITDA
of 6.3x which is high for the B2 rating. However, Moody's expects
the company to maintain solid margins and generate Moody's adjusted
free cash flow (FCF) of around $112 million, enabling the company
to deleverage to around 5.5x by fiscal year end 2027. The company
has a good track record of deleveraging after previous shareholder
distributions. It has reiterated its medium term leverage target of
a company reported net leverage of 3.5x, from 5.7x pro forma the
transaction.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS
Argus Media has limited credit exposure to environmental risk given
the nature of its operations as a media company. Social risks
reflect exposure to human capital, considering its need to hire and
retain highly skilled employees which often maintain key
relationships with its partners and the company's currently
significant exposure to the oil & gas industry, which accounts for
over two thirds of revenue. Governance risks reflect the company's
financial policy which has proven tolerant of high financial
leverage with continued shareholder distributions, although Moody's
acknowledges the company's cash conversion will enable it to reduce
leverage to a medium term target of a company reported net leverage
of 3.5x. Ownership concentration remains a constraint, with the CEO
and management's shareholding increasing to 71% pro forma the
transaction.
LIQUIDITY
Argus Media's liquidity is good with cash and cash equivalents of
$78.9 million (net of restricted cash) as at June 30, 2025. As part
of the transaction, the company will have access to an undrawn $150
million backed senior secured RCF (increased from $135m along with
the new add-on) maturing in August 2030. The RCF contains a
springing net leverage covenant of 9x when drawn more than 40% net
of cash, the company has ample headroom given its leverage. The
company has indicated that $45 million of cash on balance sheet as
at June 30, 2025 will be used to fund the management share
repurchase of $40 million and fees.
STRUCTURAL CONSIDERATIONS
The B2 instrument ratings of the $1.6 billion backed senior secured
term loan B due in 2031 and the $150 million backed senior secured
RCF due in 2030 are aligned with the company's CFR and reflect the
all senior secured capital structure. The facilities are guaranteed
by the company's subsidiaries (80% guarantor test) and the security
package includes pledges over shares, bank accounts, intra-group
receivables, material intellectual property and fixed assets, as
well as debentures granted by the parent and the English borrower.
OUTLOOK
The stable outlook reflects Moody's expectations that Argus Media
will continue to achieve strong organic revenue growth and thereby
further reduce its leverage over the next 12-18 months. The outlook
also incorporates Moody's expectations that the company will
maintain a good liquidity supported by positive free cash flow
generation with no further material shareholder distrbution.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the rating could occur if Moody's-adjusted
Debt/EBITDA sustainably decreases below 5.0x, Moody's-adjusted Free
Cash Flow/Debt sustainably increases to around 10% and liquidity
remains good.
Downward pressure on the rating could develop if Argus Media
experiences a decline in revenue due to a loss in market share,
Moody's-adjusted Debt/EBITDA sustainably increases above 6.0x,
Moody's-adjusted EBITA/Interest sustainably decreases below 2.0x
and Moody's-adjusted Free Cash Flow/Debt decreases to the
low-single digits in percentage terms or liquidity deteriorates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Argus Media's B2 rating is two notches below the
scorecard-indicated outcome of Ba3 reflecting the company's small
scale and the degree of concentration in the oil and gas sector and
its ownership.
COMPANY PROFILE
Founded in 1970 and headquartered in London, Argus Media is the
second-largest price reporting agency (PRA) by revenue in the
global commodity markets and provides essential price and market
data to market participants across the full commodity value chain.
Argus Media's products are sold substantially through a
subscription model, accounting for around 90% of group revenue.
Argus is privately owned with the CEO Adrian Binks (65%),
management (6%), and General Atlantic Service Company, L.P. (29% of
share capital) as its key shareholders pro forma the transaction.
During fiscal year ended June 30, 2025, Argus Media generated
revenue of $501 million and a Moody's adjusted EBITDA of $243
million. The company has a global footprint with 30 offices and
around 1,500 employees worldwide, with the Americas and the UK
accounting for the bulk of revenues.
GREATER MANCHESTER CHAMBER: Armstrong Watson Named Administrators
-----------------------------------------------------------------
Greater Manchester Chamber Of Commerce was placed into
administration proceedings in the High Court of Justice Business
and Property Court in Manchester Insolvency List, No 001236 of
2025, and Ed Connell and Lindsey Cooper of Armstrong Watson LLP
were appointed as administrators on Sept. 17, 2025.
Greater Manchester Chamber of Commerce engaged in activities of
business and employers' membership organisations.
Its registered office and principal trading address is at 3
Stockport Exchange Stockport SK1 3GG
The joint administrators can be reached at:
Lindsey Cooper
Armstrong Watson LLP
S 62, Pure Offices, Brooks Drive
Cheadle Royal Business Park
Manchester, SK8 3TD
-- and --
Ed Connell
Armstrong Watson LLP
Third Floor, 10 South Parade
Leeds, West Yorkshire, LS1 5QS
For further details, contact:
Elena Fergusson
Tel No: 0113 221 1300
Email: elena.fergusson@armstrongwatson.co.uk
JAGUAR LAND: Moody's Affirms 'Ba1' CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Ratings has affirmed Jaguar Land Rover Automotive Plc's
(JLR) Ba1 corporate family rating and Ba1-PD probability of default
rating. Concurrently, Moody's have affirmed JLR's Ba1 backed senior
unsecured instrument ratings. The outlook has been changed to
negative from positive.
"The affirmation of JLR's Ba1 ratings reflects Moody's views that
the company will likely be able to withstand the impact of the
cyberattack that has severely disrupted its operations over the
past three weeks", says Timo Fittig, Assistant Vice
President-Analyst at Moody's Ratings. "The change of the outlook to
negative from positive reflects Moody's expectations that the
incident will have a sustained adverse impact on JLR's credit
metrics, and that a full recovery may take several months", adds
Fittig.
RATINGS RATIONALE
On September 02, JLR first announced that it has been impacted by a
cyber incident, which has led to a complete shutdown of its systems
and a disruption of its retail and production activities. The
cyberattack is the main driver of the rating action which Moody's
categorizes as a risk to customer relations under the social
considerations outlined by Moody's ESG framework.
Moody's now expect that it will require JLR several weeks to fully
resume operations, with production currently at a standstill. In a
press release published on 23 September 2025, the company announced
that its production will remain shut until at least October 01,
2025. Even if the car production would gradually resume thereafter,
it will be difficult for JLR to recover from the financial impact
of the shutdown over the remaining six months of the financial year
2026, ending March 13, 2026. It will most likely result in a
substantial loss of revenue and EBITDA compared to Moody's
projections from June 2025, when Moody's upgraded JLR's CFR to Ba1
and kept the outlook positive.
Despite large cash outflows over the past weeks, which Moody's
estimates to have exceeded GBP1 billion since the beginning of the
month, JLR continues to have an adequate liquidity position. At the
end of June, the company had GBP3.3 billion of cash on balance
sheet and access to its fully undrawn GBP1.7 billion revolving
credit facility (RCF). Since then, the company has signed a new
GBP1 billion loan facility backed by UK Export Finance (UKEF) with
a two-year availability period and amortisation over five years.
The company has also recently redeemed its $700 million backed
senior unsecured notes due in October. Moody's understands that the
company is evaluating options to further strengthen its liquidity.
Benefitting from its very good liquidity prior to the cyber
incident, Moody's expects that the company's liquidity could
withstand a production standstill for several weeks. It is also
Moody's expectations that JLR's parent, Tata Motors Limited (TML,
Ba1 negative), would provide financial support if necessary,
although unlikely to be required. Moody's also understands that the
company was able to partly resume retail operations and its dealers
are now selling new vehicles to customers again from retailer
inventory. In addition to inventory at dealerships, Moody's
estimates that JLR has new cars worth nearly one month's wholesales
in its inventory. The gradual resumption of vehicle wholesales, and
a substantial reduction of cash outflows once trade payables are
paid down 60 days after the pause in production started, will ease
the pressure on JLR's liquidity over time.
When Moody's upgraded JLR's ratings to Ba1 in June 2025, mainly
driven by Moody's decisions to incorporate a one-notch parental
support uplift linked to its owner TML, the company was already
facing a challenging financial year 2026. Just as for most other
global car makers, the introduction of the US import tariffs
earlier this year represents a material headwind for JLR, given
that nearly 30% of its new vehicles were sold to the US last year,
and despite the trade agreements now in place.
For financial year 2026, Moody's now forecast JLR's revenue to
decline to below GBP25 billion, down 14% year-on-year, further
exacerbated by the production outage which is unlikely to be fully
recovered. The additional cost occurred as a result of the cyber
incident could lead to a decline in Moody's-adjusted EBITDA to well
below GBP1 billion, leading to a temporary spike in leverage. As
such, even if JLR's operations will return back to normal within
the next weeks, Moody's expects credit metrics to remain weakened
at least until early in financial year 2027.
RATING OUTLOOK
The negative outlook reflects Moody's expectations that it will
take JLR several weeks to bring its operations back to normal and
as a result the company's credit metrics will remain below Moody's
expectations for the Ba1 rating for an extended period. The outlook
also assumes that JLR will maintain an adequate liquidity at all
times.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although unlikely in the short term, an upgrade would require JLR
to resolve the current cyber incident without longer-term negative
impact on its financial profile. In addition, JLR would need to
maintain a balanced financial policy, including a positive net cash
position; sustain a Moody's-adjusted EBIT margin in the mid- to
high-single-digits in percentage terms; generate consistently
positive Moody's-adjusted free cash flow; and demonstrate a very
good liquidity position. In addition, a growing share of profitable
battery electric vehicles (BEVs) in its sales mix would support
upward rating momentum.
The ratings would come increasingly under pressure if the cyber
incident leads to a longer-term disruption of JLR's operations than
currently anticipated. The ratings could be downgraded if JLR's
profitability deteriorates and the Moody's-adjusted EBIT margin
sustainably decreases below 5%; Debt/EBITDA sustainably increases
above 3.5x; or there is a deterioration in JLR's liquidity, for
example as a result of prolonged production standstill.
LIQUIDITY PROFILE
Moody's considers JLR's liquidity to be adequate. As of June 30,
2025, the company had GBP3.3 billion of cash and short-term
investments on the balance sheet, and access to its fully undrawn
and committed GBP1.7 billion revolving credit facility (RCF),
partly maturing in 2028 and about GBP1 billion in 2029.
The disruption of JLR's operations caused by the cyber incident has
put a strain on the company's liquidity and has likely led to a
reduction in funds by at least GBP1 billion compared with the
liquidity position at the end of June. The company has not reported
updated figures since June and the analysis of liquidity is based
on Moody's estimates.
In addition to the new GBP1 billion UKEF facility and the $700
million bond redemption mentioned above, the company faces an
additional EUR500 million backed senior unsecured bond maturity in
January 2026 and the repayment of the China loan facility
equivalent to about GBP300 million in December 2025.
STRUCTURAL CONSIDERATIONS
The instrument ratings are aligned with the CFR given the
essentially all unsecured, guaranteed and pari passu capital
structure of the company. Jaguar Land Rover (China) Investment Co.,
Ltd. sells JLR vehicles imported into China and also owns 25% of
Chery Jaguar Land Rover, the JV with Chery Motors in China (with
one of the guarantors of the rated bonds, Jaguar Land Rover
Limited, owning the remaining 25% of this JV).
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Automobile
Manufacturers 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.
CORPORATE PROFILE
JLR is a UK manufacturer of premium passenger cars under the Jaguar
and Land Rover trustmark brands including Range Rover, Defender,
Discovery and Jaguar which are recognised as leading global luxury
brands. JLR operates six sites in the UK, one in Slovakia and has a
joint venture in China. Of its 401k wholesale units in financial
year 2025, the company sold 38% in Europe (of which 21% were in the
UK), 32% in North America, 12% in China and 18% in other overseas
markets, resulting in total revenue of GBP29 billion. JLR is 100%
owned by TML, which is India's largest automobile company. TML
acquired JLR in 2008 from Ford Motor Company.
NEUROFENIX LIMITED: Currie Young Named as Administrators
--------------------------------------------------------
Neurofenix 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, No 6494 of 2025, and
Steven John Currie and Sophie Leigh Murcott of Currie Young Limited
were appointed as administrators on Sept. 18, 2025.
Neurofenix Limited is a medical device manufacturer.
Its registered office is at 9 Shottery Brook Office Park, Timothys
Bridge Road, Stratford-Upon-Avon, CV37 9NR
Its principal trading address is at 332 Ladbroke Grove, London, W10
5AA
The joint administrators can be reached at:
Steven John Currie
Sophie Leigh Murcott
Currie Young Limited
Riverside 2, No.3, Campbell Road
Stoke on Trent, ST4 4RJ
For further details, contact:
Evie Currie
Tel No: 01782 394500
Email: evie.currie@currieyoung.com
ODIN EVENTS: Campbell Crossley Named as Administrators
------------------------------------------------------
Odin Events Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts in
Manchester, Insolvency & Companies List (ChD), Court Number:
CR-2025-001223, and Richard Ian Williamson and Christopher Brindle
of Campbell, Crossley & Davis, were appointed as administrators on
Sept. 12, 2025.
Odin Events, trading as Odin Events, engaged in amusement and
recreation activities.
Its registered office is at Ground Floor, Seneca House, Links
Point, Amy Johnson Way, Blackpool, FY4 2FF
Its principal trading address is at Chelworth Industrial Estate,
Swindon, SN6 6HE
The joint administrators can be reached at:
Richard Ian Williamson
Christopher Brindle
Campbell, Crossley & Davis
Ground Floor, Seneca House Links Point
-- and --
Amy Johnson Way
Blackpool
Lancashire FY4 2FF
Any person who requires further information may contact:
The Joint Liquidators
Email: r.ianwilliamson@crossleyd.co.uk or
chris.brindle@crossleyd.co.uk
Alternative contact:
Francesca Vivace
Email: francesca.vivace@crossleyd.co.uk
SCIL IV LLC: Moody's Affirms B1 CFR on Debt Funded Dividend
-----------------------------------------------------------
Moody's Ratings affirmed the B1 long term corporate family rating
and B1-PD probability of default rating of SCIL IV LLC (Polynt or
the company) and assigned a B1 rating to SCIL IV LLC's proposed
EUR1.47 billion backed senior secured first lien term loan B (term
loan or TLB) and a B1 rating to its proposed EUR125 million backed
senior secured first lien revolving credit facility (RCF). In the
same action Moody's affirmed the B1 rating of the company's EUR300
million backed senior secured notes due in 2028. The outlook
remains stable.
Polynt will use proceeds from the term loan and cash on hand to
repay its existing senior secured notes maturing in 2026 and to
fund a EUR500 million dividend to shareholders and pay related fees
and expenses. As most of the dividend will be funded with cash on
hand, gross debt will only increase by EUR172 million. Moody's
expects to withdraw the ratings of the company's 2026 senior
secured notes upon their full repayment.
RATINGS RATIONALE
The debt funded shareholder dividend is credit negative, but credit
metrics pro forma for the transaction remain within Moody's
expectations for Polynt's B1 rating, and the dividend is in line
with Moody's expectations for its financial policy. Polynt has
demonstrated its ability maintain its GVA/ton (gross value add,
akin to gross margin) during the prolonged chemicals downcycle and
to generate positive free cash flow. However, given continued weak
end demand and lack of visibility on improvement, the greater debt
load, related increase in interest expense, and lower cash balance
affords the company with less financial flexibility to manage
through a more sustained downturn or unexpected operational
challenges.
Pro forma for the dividend, Moody's estimates Polynt's
debt-to-EBITDA to be around 4.6x. These metrics incorporate Moody's
standard adjustments. Moody's expects Polynt's leverage could
increase incrementally during the second half of 2025 as end market
demand remains weak. However, Moody's expects the company to
benefit from some uptick in demand and volumes in 2026.
Polynt's leading position in UPRs in North America and Western
Europe and Moody's expectations for good pricing power to continue
following a period of consolidation and capacity rationalization
support its B1 CFR. These factors contribute to an EBITDA margin in
the high-teens to low-twenties in percentage terms. Polynt's credit
quality also benefits from its limited investment needs, resulting
in capital spending/sales typically around 2%-3% and modest
Moody's-adjusted gross leverage. However, the high cyclicality of
the main end-user markets, namely infrastructure/construction and
transportation/automotive, and its exposure to volatile raw
material prices derived from oil and other petroleum feedstock,
constrain the rating. Furthermore, Polynt's private equity
ownership allows Black Diamond Capital Management LLC to drive
decision making, which creates the potential for decisions that
favor shareholders over creditors, as indicated by the
approximately EUR1,400 million of dividend payments over 2022,
2023, 2024 and YTD proforma 2025.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Polynt's ratings include:
(i) A track record of more conservative financial policies,
including a public commitment to achieve and maintain a specific
and lower target leverage, (ii) increased product and end-market
diversification which leads to improved revenue, volume and EBITDA
visibility and stability, (iii) Moody's-adjusted debt/EBITDA below
3.25x on a sustained basis, and (iv) FCF/Debt consistently in the
low double digits in percentage terms.
Factors that could lead to a downgrade of Polynt's ratings include:
(i) deterioration in end markets or a substantial decline in
GVA/ton, translating into significant operational and financial
underperformance, (ii) Moody's-adjusted gross debt/EBITDA exceeding
4.75x on a sustained basis, (iii) Moody's-adjusted FCF/debt in the
mid-single digits in percentage terms or lower, or (iv) the
enactment of more aggressive financial policies which would favor
shareholder returns over creditors.
LIQUIDITY PROFILE
Polynt's liquidity is good. Pro forma for the dividend, Moody's
expects the company to have around EUR70 million of cash on hand
and access to an undrawn EUR125 million RCF and $100 million asset
based lending (ABL) facility (unrated). In combination with
forecast funds from operations, these sources are expected to be
sufficient to cover capital spending, working capital movements and
general cash needs.
STRUCTURAL CONSIDERATIONS
Moody's aligned the B1 instrument ratings of the newly issued
backed senior secured first lien term loan B and RCF with the
legacy guaranteed senior secured notes and CFR at B1. The term
loan, RCF and the notes rank pari passu. The company's $100 million
asset-based lending (ABL) facility (unrated) is secured with
inventories and receivables from the US subsidiaries and ranks
ahead of the TLB, RCF and senior secured notes. However, the size
of the ABL is not sufficient to warrant downward notching of the
TLB, RCF or senior secured notes.
COVENANTS
Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:
Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement and include all
companies representing 5% or more of consolidated EBITDA. Excluding
companies incorporated in Mexico, Brazil, China (including Hong
Kong), India, Korea, Malaysia, Mauritius and Russia.
Security will be granted over key shares; all assets from any
obligor incorporated in the United States, provided that no
security shall be provided over an ABL loan party's ABL Collateral
and no security shall be provided over real estate; and floating
charge security over all assets of obligors incorporated in England
and Wales.
Incremental facilities are permitted up to 100% of EBITDA.
Unlimited pari passu debt is permitted if the senior secured net
leverage ratio (SSNLR) less than 3.8x. Unlimited total debt is
permitted up to a net leverage ratio (NLR) no higher than opening
leverage or subject to a 2x fixed charge coverage ratio.
Unlimited restricted payments are permitted if the NLR is 0.5x
below opening leverage. Unlimited restricted investments are
permitted if NLR is less than 3.8x.
Repayment of asset sale proceeds is subject to a senior secured net
leverage ratio (SSNLR) condition, with 50% being applied where
SSNLR less than 3.3x.
Includes a portability test on change of control subject to TNLR
3.8x equity value test and occurs prior to 24 months after the
closing date.
Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies arising from actions expected to be
taken, capped at 25% of consolidated EBITDA and believed to be
realisable within 24 months of the relevant step being taken.
The above are proposed terms, and the final terms may be materially
different.
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.
CORPORATE PROFILE
SCIL IV LLC (Polynt) is a large global supplier of composite
resins, with strong market shares in UPRs in both the US and
Europe. The company is 100% owned by funds associated with Black
Diamond Capital Management LLC. For the twelve months ended June
30, 2025 the company generated revenue of EUR2.1 billion.
SOUTHERN PACIFIC 06-1: Fitch Affirms CCC Rating on Class E1c Debt
-----------------------------------------------------------------
Fitch Ratings has downgraded Southern Pacific Financing 05-B Plc's
(SPF05-B) class E notes and affirmed the others. Fitch also
affirmed Southern Pacific Financing 06-A Plc (SPF06-A) and Southern
Pacific Securities 06-1 plc (SPS06-1). All tranches have been
removed from Under Criteria Observation.
Entity/Debt Rating Prior
----------- ------ -----
Southern Pacific
Financing 06-A Plc
Class B XS0241082287 LT AAAsf Affirmed AAAsf
Class C XS0241083764 LT AAAsf Affirmed AAAsf
Class D1 XS0241084572 LT AAsf Affirmed AAsf
Class E XS0241085033 LT BB+sf Affirmed BB+sf
Southern Pacific
Financing 05-B Plc
Class C XS0221840910 LT AAAsf Affirmed AAAsf
Class D XS0221841561 LT AA+sf Affirmed AA+sf
Class E XS0221842023 LT BBB+sf Downgrade A+sf
Southern Pacific
Securities 06-1 plc
Class C1a 84359LAM6 LT AAAsf Affirmed AAAsf
Class C1c 84359LAN4 LT AAAsf Affirmed AAAsf
Class D1a 84359LAP9 LT A+sf Affirmed A+sf
Class D1c 84359LAQ7 LT A+sf Affirmed A+sf
Class E1c 84359LAS3 LT CCCsf Affirmed CCCsf
Transaction Summary
The three transactions are UK non-conforming RMBS securitisations,
comprising loans originated between 2003 and 2006 by wholly owned
subsidiaries of Lehman Brothers. They closed between 2005 and
2006.
KEY RATING DRIVERS
UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
updated UK RMBS Rating Criteria (see " Fitch ratings Updates UK
RMBS Rating Criteria" dated 23 May 2025). Key changes include
updated representative pool weighted average foreclosure
frequencies (WAFF), changes to sector selection, revised recovery
rate assumptions and changes to cashflow assumptions.
The most significant revision was to the non-confirming sector
representative 'Bsf' WAFF. Fitch applies newly introduced
borrower-level recovery rate caps to underperforming seasoned
collateral. Dynamic default distributions and high prepayment rate
assumptions are now applied rather than static assumptions
previously.
Late-Stage Arrears: In line with the updated criteria, Fitch's
analysis assumes that loans more than 12 months in arrears are
defaulted loans for the purposes of its asset and cash flow
modelling. For SPF05-B this represents 12.4% of the total
portfolio; 9.6% for SPF06-A and 16.5% for SPS06-1.
Transaction Adjustment: Fitch has applied its non-conforming
assumptions and an owner-occupied transaction adjustment of 1.0x
and buy-to-let transaction adjustment of 1.5x for all three
transactions. This is due to the historical performance of loans
with arrears greater than three months being weaker in these
transactions than Fitch's non-conforming index.
Deteriorating Asset Performance: Arrears in all three transactions
have materially increased since the last review. Between December
2024 and the June 2025 interest payment date, one month plus
arrears increased to 31.0% from 30.6% in SPF05-B, to 34.2% from
30.2% in SPF06-A, and to 48.5% from 44.9% in SPS06-1, with the
non-conforming sector average of 24.99% (24.66% at the last
review).
Three month plus arrears also increased to 28.3% from 27.0% in
SPF05-B, to 28.5% from 24.9% in SPF06-A, and to 39.9% from 36.4% in
SPS06-1 compared with the non-conforming sector average of 18.93%
(18.44% at the last review). Fitch factored the worse asset
performance into the rating actions.
Negative Outlooks Signal Increased Risks: The transactions are
suffering from a combination of increased arrears, diminishing loan
count and a persistent and growing proportion of interest only (IO)
loans remaining outstanding beyond their maturity date. The
Negative Outlooks signal potential downgrades if performance trends
do not stabilise. Performance deterioration could be exacerbated by
the diminishing loan count and the growing share of IO past due.
Nevertheless, sequential amortisation and the reserve fund and
liquidity facility for each transaction may help limit further
downgrades.
Tail Risks Could Arise: The transactions have a significant
proportion of owner-occupied IO loans (SPF05-B: 72.8%, SPF06-A:
77.5%, SPS 06-1: 68.3%), which represents a high back-loaded risk
profile for the portfolios. Fitch will monitor the performance of
these loans as they approach their maturity dates. A limited number
of loans are set to mature within five years of the legal final
maturity dates of the rated notes, so tail risk from IO loan bullet
risk is currently muted. The loan count stands at 312, 367 and 350
for SPF05-B, SPF06-A and SPS06-1, respectively, at June 2025. As
the transactions are expected to amortise sequentially, the
diminishing loan count may lead to performance volatility, which
will limit any upgrades of the mezzanine and junior notes.
Fee Levels to Normalise: The fixed fees across all three
transactions are gradually decreasing having been high over the
last few years due to notes' transition from LIBOR to SONIA. The
high fees were mainly driven by legal-related invoices of the
transition. Fitch expects that fees should continue decreasing in
the short to medium term. As a result, Fitch modelled fees in line
with a stabilised average. If fees remain high, Fitch may adjust
its fixed fee assumptions used for analysing transactions, which
could adversely affect the junior notes in the structures.
Increasing CE: All three transactions are amortising sequentially
due to the breach of three months plus arrears trigger resulting in
the continued build-up of credit enhancement (CE) for all the
notes. Despite the deteriorating asset performance of the pool, the
continued material increase in CE supports the affirmation of the
notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transactions' performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce CE available to the notes. Fitch found
that a 15% increase in the WAFF and 15% decrease of the weighted
average recovery rate (WARR) would imply the following:
For SPF05-B:
Class E notes: 'BB-sf'
For SPF06-A:
Class D1 notes: 'A+sf'
Class E notes: 'Bsf'
For SPS06-1:
Class D1a/D1c notes: 'BBB+sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and potentially upgrades.
Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would result in the following:
For SPF05-B:
Class D notes: 'AAAsf'
Class E notes: 'AA-sf'
For SPF06-A:
Class D1 notes: 'AAAsf'
Class E notes: 'Asf'
For SPS06-1:
Class D1a/D1c notes: 'AA+sf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's initial
closing. The subsequent performance of the transaction over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
SPF05-B, SPF06-A and SPS06-1 have an ESG Relevance Score of 4 for
"Human Rights, Community Relations, Access & Affordability", due to
a significant proportion of the pools containing owner-occupied
loans advanced with limited affordability checks, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
SPF05-B, SPF06-A and SPS06-1 have an ESG Relevance Score of 4 for
"Customer Welfare - Fair Messaging, Privacy & Data Security", due
to the pools exhibiting an IO maturity concentration of legacy
non-conforming owner-occupied loans of greater than 20%, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
STRATTON MORTGAGE 2024-1: Fitch Lowers Rating on Cl. E Notes to B-
------------------------------------------------------------------
Fitch Ratings has downgraded Stratton Mortgage Funding 2024-1 Plc's
class C, D and E notes and affirmed the others.
All tranches have been removed from Under Criteria Observation.
Entity/Debt Rating Prior
----------- ------ -----
Stratton Mortgage
Funding 2024-1 Plc
A XS2728570248 LT AAAsf Affirmed AAAsf
B XS2728570321 LT AA-sf Affirmed AA-sf
C XS2728570594 LT BBBsf Downgrade A-sf
Class A Loan LT AAAsf Affirmed AAAsf
D XS2728574232 LT BB-sf Downgrade BBB-sf
E XS2728574406 LT B-sf Downgrade BB-sf
F XS2728574588 LT CCCsf Affirmed CCCsf
X1 XS2728574828 LT CCsf Affirmed CCsf
X2 XS2728575049 LT CCsf Affirmed CCsf
Transaction Summary
The transaction is a securitisation of loans that were originated
by multiple lenders and previously securitised in the Stratton
Mortgage Funding 2021-2 transaction.
KEY RATING DRIVERS
UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS
Rating Criteria" dated 23 May 2025). Key changes include updated
representative pool weighted average foreclosure frequencies
(WAFF), changes to sector selection, revised recovery rate
assumptions, and changes to cash flow assumptions.
The most significant revision was to the non-conforming sector
representative 'Bsf' WAFF. Fitch applies newly introduced
borrower-level recovery rate caps to underperforming seasoned
collateral. Fitch also now applies dynamic default distributions
and high prepayment rate assumptions rather than the static
assumptions applied previously.
Transaction Adjustment: The pool comprises highly seasoned (BTL)
loans. Fitch analysed the pool using its BTL-specific assumptions,
applying a transaction adjustment factor of 1.5x to FF. The higher
adjustment reflects the transaction's historical performance, with
the proportion of loans in arrears by more than three months
consistently underperforming Fitch's BTL index.
BTL Recovery Rate Cap: The deal has reported losses that exceed the
expected losses, based on the indexed value of the properties in
the pool. Fitch has consequently applied borrower-level recovery
rate (RR) caps to the BTL loans in the transaction, in line with
those applied to non-conforming loans. The RR cap is 85% at 'Bsf'
and 65% at 'AAAsf'.
Sector Selection: At closing, Fitch split the pool based on each
originator's lending practices, applying the prime matrix to 55.7%
and the non-conforming matrix to 44.3% of the pool. However, as the
transaction has subsequently performed in line with the
non-conforming index, Fitch has revised its approach and now
analyses all loans in the pool using the non-conforming matrix.
Increased Third-Party Fees: Fitch has increased its annual senior
fee assumption to align with levels in the transaction. The
reported servicing fee is significantly higher than expected at
closing, likely reflecting the large number of arrears and defaults
that require additional servicing work, and in turn higher
transaction charges, which limit available excess spread.
Downgrades of Class C to E: The class C to E notes are more
sensitive to Fitch's updated criteria, particularly the revised RR
and default assumptions (which treat loans that are more than 12
months in arrears (10% of the pool) as defaults for both asset and
cash-flow modelling). Combined with updated sector selection and
revised fee assumptions, these changes results in higher expected
losses levels and led to the downgrades of the class C to E notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch found that a 15% increase in the WAFF and 15% decrease of the
WARR would imply the following:
Class A: 'AAsf'
Class B: BBB+sf'
Class C: 'B+sf'
The class D and E notes would be downgraded to the distressed
rating category, while the class F and X notes would remain at
distressed ratings.
About 30% of the mortgage borrowers in the pool have paid a
relatively high standard variable rate over the last decade despite
low interest rates. Some borrowers in the UK, most likely including
some in this pool, have joined a pressure group (UK Mortgage
Prisoners) to achieve a lower interest rate, a change of
lender/product offering or compensation. Fitch understands that to
date, they have been largely unsuccessful in court actions but
continue to lobby for government action or legal redress.
Widespread remedial actions, set-offs, or further relevant
legislative or regulatory changes are difficult to quantify at this
stage, and each could lead to negative rating action.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potential upgrades.
Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:
Class A: 'AAAsf'
Class B: 'AA+sf'
Class C: 'A+sf'
Class D: 'BBBsf'
Class E: 'B+sf'
The class F and X notes would remain at distressed ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Stratton Mortgage Funding 2024-1 Plc has an ESG Relevance Score of
'4' for Customer Welfare - Fair Messaging, Privacy & Data Security
due to the high proportion of interest-only loans in legacy OO
mortgages, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.
Stratton Mortgage Funding 2024-1 Plc has an ESG Relevance Score of
'4' for Human Rights, Community Relations, Access & Affordability
due to a large proportion of the pool containing OO loans advanced
with limited affordability checks, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
UK LOGISTICS 2025-2: DBRS Gives Prov. BB Rating on Class E Notes
----------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following bonds to be issued by UK Logistics 2025-2 DAC (the
Issuer):
-- Class A at (P) AAA (sf)
-- Class B at (P) AA (low) (sf)
-- Class C at (P) A (low) (sf)
-- Class D at (P) BBB (low) (sf)
-- Class E at (P) BB (sf)
All trends are Stable.
CREDIT RATING RATIONALE
The transaction is a securitization of a GBP 760.3 million
floating-rate commercial real estate (CRE) loan originated by
Natixis, London Branch and Natixis Pfandbrief Bank AG (together,
Natixis), Société Generale, London Branch (SG), and Morgan
Stanley Bank, N.A. (MS; collectively the lenders) and backed by a
portfolio of 114 industrial and logistics (I&L) properties located
throughout the UK. Natixis and SG are acting as loan sellers and
securitizing a portion of their respective shares of the loan (GBP
510 million). Together, MS, Natixis, and SG are retaining GBP 250.3
million from the total loan amount, which will have a pari passu
ranking with the securitized portion of the loan. Furthermore, to
enable the Issuer to buy the securitized portion of the loan from
the loan sellers, and to comply with applicable regulatory risk
retention requirements, Natixis and SG together will be advancing
approximately GBP 26.7 million to the Issuer on closing date (the
Issuer loan). The entire amount of the Issuer loan is initially
expected to be funded by SG, half of which will subsequently be
novated to Natixis for cash consideration. An amount of
approximately GBP 22.5 million from the proceeds of the Class A
notes issuance and an amount of approximately GBP 1.18 million from
the Issuer loan will be set aside to fund a liquidity facility
reserve at the Issuer level.
The properties are collectively owned and managed by Indurent
Management Limited (Indurent), a portfolio company controlled by
funds managed and/or advised by the Blackstone Group or its
affiliated entities (Blackstone or the sponsor). The obligors are
various propco entities owned and controlled by Indurent as well as
certain pledgeco and holdco entities directly or indirectly
controlled by Blackstone.
The loan is regulated by a facility agreement that was entered into
between the lenders and the borrowers in August 2025. The purpose
of the loan was to refinance existing indebtedness on Blackstone's
portfolio of I&L assets that have been acquired since 2022.
Morningstar DBRS notes that, of the 114 assets securitized in this
transaction, 103 assets were previously financed via Stark
Financing 2023-1 DAC, which has since been repaid.
The loan bears interest at a floating rate equal to three-month
Sterling Overnight Index Average (Sonia) (subject to zero floor),
plus a loan margin of 2.25% per annum. The loan is interest only
(IO) and does not benefit from any scheduled amortization, either
before or after any permitted change of control (PCOC). The loan is
initially expected to mature on 16 August 2027 (the initial
repayment date) with three one-year extension options available to
the borrower, conditional upon satisfactory hedging being in place
prior to each extension and no non-payment, insolvency or
insolvency proceedings related event of default (EOD) continuing at
the relevant time. The legal final maturity of the notes is fixed
in August 2035, five years after the final loan repayment date in
August 2030. Morningstar DBRS is of the opinion that a minimum
five-year legal tail period provides sufficient time to enforce on
the loan collateral and ultimately repay the noteholders.
The loan includes the following cash trap covenants: a
loan-to-value ratio (LTV) greater than 77.5% and/or (1) falling on
or before the loan payment date in August 2027, the debt yield (DY)
is less than 6.50%; and (2) falling on or after the loan payment
date in November 2027, DY is less than 8.00%. The loan also
features EOD financial covenants following any PCOC, set out as
follows: the LTV EOD financial covenant is set at LTV being greater
than LTV as at the PCOC date + 15 percentage points, and the DY EOD
financial covenant is set at lesser than 85.0% of the DY as at the
PCOC date.
The sponsor can dispose of any assets securing the loan by repaying
a release price of 100% of the allocated loan amount (ALA) up to
the first release price threshold, which equals 10% of the initial
portfolio valuation. Once the first release price threshold is met,
the release price will be 105% of the ALA up to the second release
price threshold, which equals 20% of the initial portfolio
valuation. The release price will be 110% of the ALA thereafter.
Following a PCOC, the release price will increase by 2.5 percentage
points for each relevant bucket of the release price threshold
(102.5% up to 10% of the initial portfolio valuation, 107.5% from
10% to 20% of the initial portfolio valuation and 112.5% beyond 20%
of the initial portfolio valuation).
Morningstar DBRS understands that no interest rate hedging is yet
in place on the loan, but is expected to be put in place before or
shortly after the closing of the securitization. The aggregate
notional amount of the hedging transactions in respect of the loan
is expected to be at least 95% of the outstanding principal amount
of the loan. Morningstar DBRS understands, based on information
provided by the arrangers, that the initial hedging is expected to
be via an interest rate cap with a strike rate of [2.5]% for year 1
of the loan, with the strike rate rising to [4.25]% for year 2.
Further, the borrower is obligated to ensure that the maximum
hedging rate is no more than the higher of (1) 5.00% per annum and
(2) the rate that ensures that, as at the date on which the
relevant hedging transaction is contracted, the hedged interest
coverage ratio (ICR) is not less than 1.25 times (x). However, if
any hedging transaction is in the form of a swap and if the market
prevailing swap (fixed leg) rate at that time is lower than each of
(1) and (2) above, such market prevailing swap (fixed leg) rate on
the date on which the relevant hedging transaction is contracted
would be the maximum hedging rate. Furthermore, in the event of one
or more extensions to the loan maturity date beyond August 2027,
there is an obligation to extend the hedge every year for the
remaining term of the loan. Failure to extend the hedging
arrangement such that it is co-terminus with the expected final
repayment date on the loan would constitute an event of default
under transaction documents. Morningstar DBRS, however, notes that
the transaction documents contemplate and provide for such
extension of hedging arrangements, following the same requisite
criteria for the maximum hedging rate as described above.
The portfolio comprises 114 I&L assets across the UK. The majority
of the portfolio is located in the North, representing 41.6% of
market value (MV) and 46.5% of gross rental income (GRI). The
remainder of the portfolio is spread across the South East,
Midlands, Scotland, and South West & Wales. 68% of the portfolio by
GLA comprises small box units (20,000 sf individually) that have
granular and diverse tenant base. Morningstar DBRS understands that
the assets are strategically positioned to serve key supply
chains.
As of 31 July 2025, JLL estimated the aggregate MV of the 114
properties at GBP 1,092.4 million. This MV is based on the sum of
individual values of each of the assets, without factoring in any
additional premium that could potentially arise from bringing the
entire portfolio to the market as a collective whole. JLL have also
valued the properties on a portfolio premium basis at GBP 1,186.4
million. Two different sources of premium have been considered: (1)
a 5% premium because of savings in transfer tax (share deal /
corporate sale), and (2) a 3.5% premium for the composition of the
portfolio. This translates into day-one LTVs of 69.6% and 64.1%
based on the aggregate MV and the portfolio MV, respectively.
As of the cut-off date, the property portfolio totaled 9,233,404
square feet (sf) of GLA let to over 1,370 different tenants at an
occupancy rate of 87.5% by GLA. Morningstar DBRS notes that 33.4%
of the vacancy is concentrated in four units across three recently
completed assets in the South East (Milton Keynes, Basildon, and
Wembley). The assets were developed to BREEAM Excellent rating in
prime industrial locations. The sponsor's business plan for the
portfolio is focused on leasing these units within the next 6 to 12
months.
At the cut-off date, the portfolio generated GBP 60.3 million of
GRI and GBP 54.5 million of net operating income (NOI). Compared
with the portfolio ERV of GBP 79.86 million (on stabilized
occupancy level of 96.8%) provided in the JLL valuation report, the
portfolio is 24.5% under-rented. The tenant base is diversified
across the construction, manufacturing, transportation and service
industries. The top 10 tenants by GRI contribute 19.6% of total
GRI, while the largest tenant accounts for 4.1%. The WALTb and
WALTe of the portfolio are at 3.4 years and 4.9 years,
respectively. This is relatively short, with more than 50% of the
gross rent reaching break/expiration by the end of 2028 on a
cumulative basis. However, this also offers reversionary potential
as the portfolio is under-rented.
Morningstar DBRS' long-term sustainable net cash flow (NCF)
assumption for the property portfolio is GBP 53.1 million per
annum, which represents a haircut of 2.6% to the in-place GBP 54.5
million portfolio NOI at cut-off. Based on Morningstar DBRS'
long-term sustainable capitalization rate assumption of 6.5%, the
resulting Morningstar DBRS MV is GBP 816.5 million, which reflects
haircuts of 25.3% and 31.2% to JLL's aggregate MV and portfolio MV,
respectively. The loan LTV at Morningstar DBRS' MV is 93.1%.
On the closing date, an Issuer-level liquidity reserve will be
funded in an amount of GBP [23.7] million through a portion of the
proceeds of the issuance of the Class A notes (and a corresponding
portion of the proceeds of the Issuer loan). Funds in the Issuer
liquidity reserve ledger are available to fund, inter alia,
payments of interest in respect of the Class A notes, the Class B
notes, and the Class C notes and certain payments due under the
Issuer loan. Based on a blended hedge rate of [3.38%] (being [2.5]%
for year 1 and [4.25]% for year 2), Morningstar DBRS estimates the
liquidity facility support is equivalent to approximately [15]
months of interest coverage on Classes A through C or approximately
[11.5] months of coverage based on 5.0% Sonia cap after scheduled
maturity. The liquidity reserve will be reduced based on note
amortization, if any, and in the event of a substantial value
decline of the property.
The aggregate amount of interest due and payable on the Class E
notes is subject to an available funds cap where the shortfall is
attributable to an increase in the weighted-average (WA) margin of
the notes arising from any sequential allocation of principal
repayments to the notes.
The transaction features a Class X interest diversion structure to
enable trapping any excess spread at the Issuer level under certain
circumstances. The diversion is triggered by: (1) a loan failure
event, (2) DY falling below 6.5% up to and including the loan
payment date in August 2027; 8.0% thereafter, or (3) LTV exceeding
77.5%. Once triggered, any interest and prepayment fees due to the
Class X noteholders will instead be paid directly into the Issuer's
transaction account and credited to the Class X diversion ledger.
The diverted amount will be released once the trigger is cured.
Only following a loan failure event that is continuing, the
expected note maturity or the delivery of a note acceleration
notice can such diverted funds be used to amortize the notes and
the Issuer loan.
Morningstar DBRS' credit rating on the Class A, Class B, Class C,
Class D and Class E notes to be issued by the Issuer address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the initial principal amounts and the
interest amounts.
Notes: All figures are in British pound sterling unless otherwise
noted.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.
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