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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Tuesday, October 7, 2025, Vol. 26, No. 200
Headlines
F R A N C E
CARMAT: Aims to Convert Receivership to Liquidation Procedure
SECHE ENVIRONNEMENT: Fitch Rates Proposed Hybrid Notes 'B+(EXP)'
G E R M A N Y
NIDDA HEALTHCARE: Moody's Rates New EUR550MM Secured Notes 'B2'
SCHAEFFLER AG: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
SPEEDSTER BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
I R E L A N D
ACCUNIA EUROPEAN III: Moody's Cuts Rating on Class F Notes to Caa1
ANCHORAGE CAPITAL 6: Fitch Assigns B-sf Final Rating on Cl. F Notes
ANCHORAGE CAPITAL 6: S&P Assigns B-(sf) Rating on Cl. F-R-R Notes
ARMADA EURO IX: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
CAIRN CLO X: Moody's Affirms B2 Rating on EUR10.6MM Class F Notes
CITIZEN IRISH 2025: Fitch Assigns 'B-(EXP)sf' Rating on Cl. B Notes
JUBILEE CLO 2025-XXXII: Fitch Gives B-(EXP) Rating on Cl. F Notes
NOURYON FINANCE: Moody's Rates Amended Secured Bank Loans 'B2'
PAC DAC: Moody's Rates Secured Bank Credit Facility 'Ba3'
I T A L Y
MEDIOBANCA SPA: Moody's Lowers Rating on Subordinated Debt to Ba2
SANAC SPA: Deadline for Expressions of Interest Set for Jan. 9
L A T V I A
SC CITADELE BANKA: Moody's Rates New Add'l. Tier 1 Notes 'Ba3(hyb)'
L U X E M B O U R G
LUX VELVET: Moody's Downgrades CFR to B3 & Alters Outlook to Stable
PRIO LUXEMBOURG: Fitch Rates New Unsecured Notes Due 2030 'BB'
PRIO LUXEMBOURG: Moody's Rates New Senior Unsecured Notes 'Ba3'
N E T H E R L A N D S
PB INTERNATIONAL: Fitch Affirms 'RD' IDR & Then Withdraws Rating
P O L A N D
GLOBE TRADE: Fitch Keeps 'B' LongTerm IDR on Watch Negative
S W E D E N
POLYGON GROUP: Moody's Cuts CFR to 'Caa1', Outlook Remains Negative
U N I T E D K I N G D O M
BYKARE SOLUTIONS: Parker Walsh Named as Administrators
COLLISION REPAIR: Johnston Carmichael Named as Administrators
EGLOSHAYLE 4: CG&Co Named as Administrators
FOSSIL UK: Restructuring Plan to be Heard on Oct. 15
HEALTHCARE SUPPORT: Moody's Affirms 'Ba2' Rating on Secured Bonds
INEOS ENTERPRISES: S&P Withdraws 'BB-' LT Issuer Credit Rating
KANTAR MEDIA: Fitch Assigns 'B' LongTerm IDR, Outlook Positive
MORTIMER BTL 2023-1: Fitch Affirms BB+sf Rating on 2 Tranches
NATIONAL BUSINESS CRIME: FRP Advisory Named as Administrators
PERFORMER FUNDING 1: Moody's Affirms Ca Rating on GBP50.1MM R Notes
QUENI KOI: Leonard Curtis Named as Administrators
SYNTHOMER PLC: Moody's Lowers CFR to 'B3', Outlook Negative
TULLOW OIL: S&P Lowers LongTerm ICR to 'CCC' on Refinancing Risk
UK LOGISTICS 2025-2: Moody's Assigns (P)Ba3 Rating to Cl. E Notes
VICTORIA PLC: Fitch Puts 'CCC' LongTerm IDR on Watch Negative
VIRGIN MEDIA: S&P Withdraws 'B+' LongTerm Issuer Credit Rating
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F R A N C E
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CARMAT: Aims to Convert Receivership to Liquidation Procedure
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CARMAT (FR0010907956, ALCAR), designer and developer of the world's
most advanced total artificial heart, aiming to provide a
therapeutic alternative for people suffering from advanced
biventricular heart failure, provides an update on the ongoing
receivership procedure.
Update on the ongoing receivership procedure:
Following a call for public tenders (buyers or investors) initiated
as part of the receivership opened on July 1, 2025, by the
Versailles Economic Court(1), the judiciary administrator had
received, on July 31, 2025, one takeover bid within the context of
a sales plan(2) , submitted by HOUGOU, the family office of Mr.
Pierre Bastid, who is CARMAT's chairman of the board and holds
about 17% of CARMAT shares.
During a hearing held on August 19, 2025, the Court had granted the
Buyer more time to finalize his Bid and lift the conditions
precedent with a view to then get the Bid assessed by the Court
during a hearing scheduled on September 30, 2025.
During the hearing on September 30, 2025, the Court acknowledged
that the Bid had lapsed, given the fact that the Buyer had not been
able to lift all conditions precedent, notably the one relating to
securing the financing required for the takeover bid.
The judiciary administrator has thus submitted to the Court a
request aiming at converting the receivership into a liquidation
procedure, which should be reviewed by the Court during a hearing
scheduled on October 14, 2025.
At this stage, it is thus now extremely probable that the Court
will, on October 14, 2025, decide the liquidation of the Company,
which operations will then stop.
CARMAT again draws attention to the fact that in that case, given
the Company's level of liabilities, it is highly probable that the
shareholders will lose the total value of their investment, while a
major part of CARMAT's creditors will incur a very significant loss
of up to the total value of their receivables. The Company also
reminds that a liquidation will lead to the delisting of its shares
currently listed on Euronext Growth (Paris).
Trading of CARMAT shares (ISIN code: FR0010907956, Ticker: ALCAR)
remains suspended.
Another press release will be issued by the Company once the
outcome of the court hearing scheduled on October 14, 2025 is
known.
In any case, the support to patients who currently benefit from its
Aeson(R) artificial heart, is CARMAT's priority, so the Company
endeavors for this continuous support to get provided even if
CARMAT is liquidated and its operations stop.
About CARMAT
CARMAT is a French MedTech that designs, manufactures and markets
the Aeson(R) artificial heart. The Company's ambition is to make
Aeson(R) the first alternative to a heart transplant, and thus
provide a therapeutic solution to people suffering from end-stage
biventricular heart failure, who are facing a well-known shortfall
in available human grafts. The world's first physiological
artificial heart that is highly hemocompatible, pulsatile and
self-regulated, Aeson(R) could save, every year, the lives of
thousands of patients waiting for a heart transplant. The device
offers patients quality of life and mobility thanks to its
ergonomic and portable external power supply system that is
continuously connected to the implanted prosthesis. Aeson(R) is
commercially available as a bridge to transplant in the European
Union and other countries that recognize CE marking. Aeson(R) is
also currently being assessed within the framework of an Early
Feasibility Study (EFS) in the United States. Founded in 2008,
CARMAT is based in the Paris region, with its head offices located
in Vélizy-Villacoublay and its production site in Bois-d'Arcy. The
Company can rely on the talent and expertise of a multidisciplinary
team of circa 200 highly specialized people. CARMAT is listed on
the Euronext Growth market in Paris (Ticker: ALCAR / ISIN code:
FR0010907956).
SECHE ENVIRONNEMENT: Fitch Rates Proposed Hybrid Notes 'B+(EXP)'
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Fitch Ratings has assigned Séché Environnement S.A.'s (BB/Stable)
proposed hybrid notes a rating of B+(EXP), two notches lower than
Séché's senior unsecured rating. The new issue qualifies for 50%
equity credit.
The proposed hybrid is structured as a deeply subordinated
instrument, ranking only above Séché's share capital, while
coupon payments can be deferred at the issuer's discretion — with
any deferred amounts accruing cumulatively. The new notes also
feature a resettable, fixed‑rate mechanism incorporating
predetermined coupon step‑ups (the first scheduled for April 2031
and the second for April 2046, marking the instrument's maturity).
Proceeds from the hybrid issue are earmarked for the issuer's
balance sheet and to restore leverage following the sizeable
acquisitions of ECO in 2024 and the expected takeover of Groupe
Flamme this year. The hybrid rating and assignment of equity credit
are based on its methodology in, "Corporate Hybrids Treatment and
Notching Criteria", dated 8 April 2025.
Séché's IDR reflects its strong position in hazardous waste
treatment in France, a long record of organic and acquisitive
growth and the publicly stated financial policy of maintaining net
debt/EBITDA (as reported by Séché) below 3.0x, and its relatively
small size, exposure to industrial clients and the non-contracted
nature of the business.
Key Rating Drivers
PROPOSED DEEPLY SUBORDINATED NOTES
Ratings Reflect Deep Subordination: The proposed notes are rated
two notches below Séché Environnement's senior unsecured rating
of 'BB', given their deep subordination and consequently lower
recovery prospects relative to senior obligations in a liquidation
or bankruptcy. The notes rank senior only to the claims of equity
shareholders. Fitch believes that, following the successful
refinancing of the ECO acquisition in 2024 and the Groupe Flamme
deal earlier this year, Séché intends to maintain hybrids in its
capital structure; accordingly, Fitch applies a 50% equity content
to the hybrid issuance.
Equity Treatment: The securities will qualify for 50% equity credit
as they meet Fitch's criteria with regard to: (i) deep
subordination; (ii) an effective remaining maturity of at least
five years; (iii) full discretion to defer coupons for at least
five years; and (iv) limited events of default. These equity‑like
characteristics afford Séché additional financial flexibility.
However, the cap at 50% is due to the cumulative nature of the
interest coupon, a feature inherently more debt‑like in terms of
payment treatment.
Effective Maturity Date: Although the proposed hybrid is structured
as a perpetual instrument, Fitch deems its second coupon step‑up
date (April 2046) as the effective maturity date. This is because
on that date the cumulative coupon step-up would exceed 100bp, the
threshold defined by its criteria. According to Fitch's criteria,
the 50% equity credit would convert to 0% five years before the
effective maturity date.
Cumulative Coupon Limits Equity Treatment: Coupon deferrals under
the hybrid are cumulative, resulting in a treatment where 50% of
the instrument is recognised as equity and the remaining 50% as
debt. Notwithstanding this partial equity treatment, Fitch regards
coupon payments as 100% interest. Consequently, Séché will be
obliged to settle deferred interest on a mandatory basis under
certain circumstances — for example, on declaration of a cash
dividend.
SÉCHÉ
Reduced Earnings Guidance: Séché delivered solid 1H25 results
based on a robust performance in its Services and Hazardous Waste
subsectors. However, it expects the contribution of one‑off
'spot' projects will normalise in 2H25 and is now targeting a
company defined EBITDA at EUR250 million-260 million in 2025 and
EUR275 million-285 million in 2026, which is EUR15 million below
the previously stated guidance. The headwind is attributed to the
steep decline in energy prices in France, compounded by the
normalisation of one‑off services and a client‑related delay in
the ECO carbon‑soot incinerator's ramp‑up, which, together,
will result in lower earnings contribution in 2H25.
While Séché management expects ECO to be at an optimised
utilisation rate from 2026 and a further delay beyond is not
anticipated, Fitch sees certain risks related to customer readiness
and broader market dynamics persist.
Effect of Flamme Transaction: The rating effect of the
Séché‑Flamme deal hinges on the chosen final funding structure.
Despite the hybrid issue, Fitch continues to see limited leverage
headroom to accommodate a fully debt-funded acquisition. However,
Fitch assumes that the management will implement further
credit-protective actions to adhere to the medium-term financial
policy of keeping net debt/EBITDA (as reported by Séché) below
3.0x, a target consistent with the rating. Under the possible
scenario of minority investor participation in the Flamme
acquisition, Fitch would assess whether the capital contribution
represents an equity injection or a debt-like obligation.
Medium-Sized Operator, Strong Capabilities: Séché's smaller size
than other Fitch-rated European waste operators' is offset by its
strong position as a hazardous waste specialist, allowing it to
compete in its home market with the two leaders in the
environmental industry. Séché owns an extensive hazardous waste
management infrastructure with long-term permits and in locations
that offer cross-border opportunities with neighbouring countries.
Peer Analysis
See "Fitch Affirms Séché at 'BB'; Outlook Stable", dated 18
December 2024,.
Key Assumptions
See "Fitch Affirms Séché at 'BB'; Outlook Stable", dated 18
December 2024,.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA net leverage remaining above 4.2x on a sustained basis
- EBITDA interest coverage below 4.0x
- Consistently negative free cash flow
- Increased earnings volatility within Séché 's business
portfolio, to the extent the changes are not adequately offset by
lower financial risk
- Aggressive M&A not sufficiently offset by managerial remedy
actions
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch could upgrade the rating. if EBITDA net leverage remains
below 3.5x on a sustained basis, EBITDA interest coverage remains
sustainably above 5.0x, and Fitch-defined EBITDA margin is
consistently at about 16%-17%.
Liquidity and Debt Structure
As of June-2025, Séché's liquidity included EUR334 million of
available cash and EUR200 million available from a revolving credit
facility that matures in 2027 (with two one-year extension
options). The liquidity has been supported by the company's EUR470
million green bond issue (including a EUR70 million tap in July
2025) in March 2025, which is intended to repay ECO's acquisition
bridge funding and outstanding revolving credit facility amount.
After the hybrid issue, Séché will have a comfortable liquidity
buffer to cover imminent maturities and Groupe Flamme acquisition
cash installment.
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
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Seche Environnement S.A.
Subordinated LT B+(EXP) Expected Rating
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G E R M A N Y
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NIDDA HEALTHCARE: Moody's Rates New EUR550MM Secured Notes 'B2'
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Moody's Ratings has assigned a B2 rating to the proposed EUR550
million backed senior secured floating rate notes (FRNs) due 2032
issued by Nidda Healthcare Holding GMBH (STADA or the company) and
affirmed the B2 ratings of STADA's existing backed senior secured
notes and senior secured bank credit facilities. At the same time,
Moody's have assigned a B2 long term corporate family rating (CFR)
and a B2-PD probability of default rating (PDR) to Nidda Healthcare
Holding GMBH, the parent company of STADA's restricted group, and
withdrawn the existing B2 CFR and B2-PD PDR of Nidda BondCo GmbH.
Prior to the withdrawal, the outlook on Nidda BondCo GmbH was
stable. The outlook on STADA remains stable.
STADA intends to use the proceeds from the new FRNs to repay EUR400
million of existing senior secured FRNs due 2030 that are not
portable, partially repay the drawn portion of its revolving credit
facility (RCF), and cover transaction costs. This refinancing
follows the recent announcement that CapVest Partners LLC (CapVest)
will acquire a majority stake in STADA from Bain Capital Private
Equity (Europe), LLP (Bain) and Cinven Partners LLP (Cinven). This
acquisition is due to close in H1 2026.
RATINGS RATIONALE
The rating action considers the announced acquisition of a majority
stake in STADA by CapVest and reflects Moody's expectations that
STADA will continue to grow its earnings and cash flow and further
improve its currently weak credit metrics over the next 12-18
months. Moody's rating assumes no shareholder distribution, nor
large debt-funded M&A.
Governance considerations, including STADA's financial policy, with
notably a tolerance for high leverage and a concentrated ownership,
were drivers of the rating action.
While STADA's leverage (Moody's-adjusted gross debt/EBITDA) was
still amounting to about 7x in the 12 months that ended June 2025,
Moody's project that revenue will grow in the mid-to high-single
digits in percentage terms annually and the company will maintain a
Moody's-adjusted EBITDA margin at around 22%-23%, which will drive
further reduction in leverage to below 6x within the next 12-18
months. Moody's projects that Moody's-adjusted free cash flow (FCF)
will remain weak in 2025 and reach about EUR60 million- EUR70
million in 2026. A significant portion of STADA's capital
expenditures (capex) are intangible capex, which reflects the
company's strategy of regularly acquiring or licensing new products
to fill its pipeline and support its growth.
The proposed refinancing transaction, which includes the issuance
of EUR550 million of new FRNs to repay existing FRNs and a portion
of STADA's drawn RCF, is leverage neutral.
The funding of the acquisition of STADA includes a EUR1.4 billion
PIK facility residing outside of the restricted group, which could
be upsized through the use of a EUR300 million delayed-draw option.
The PIK facility matures eight years after the closing of the
acquisition. Moody's views the presence of this instrument as
indicative of a more aggressive financial policy, which weighs
negatively on the rating. This is due to the risk of future
releveraging within the restricted group, the size of the PIK
instrument and its "pay-if-you-want" features. That said Moody's do
not anticipate any re-leveraging to refinance or repay the PIK, in
whole or in part. Instead, Moody's expects the strategic focus to
remain on growing STADA's cash flow and pursuing bolt-on
acquisitions to support EBITDA and cash flow expansion.
STADA's B2 rating continues to reflect its presence in three
business segments with leading market positions in small molecule
generics and consumer healthcare in Europe; its good geographical
diversification within Europe; its increasing exposure to
biosimilars and niche specialty products which have strong organic
growth prospects and higher profitability; and favorable market
trends (e.g., aging population, growing number of drugs losing
exclusivity) which will continue to drive revenue growth.
On the other hand, the B2 rating also considers the company's
highly-leveraged capital structure; the exposure of its generic
drugs to price erosion; large working capital requirements, which
strain its FCF generation; and the risk of debt-funded acquisitions
which could delay deleveraging.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that STADA will
continue to have a strong operating performance over the next 12-18
months and further improve its credit metrics with leverage
declining below 6x and FCF improving significantly. The stable
outlook also reflects Moody's expectations that STADA's financial
policy will support further deleveraging and that acquisitions will
be funded conservatively.
LIQUIDITY
STADA has adequate liquidity. As of June 30, 2025, and pro forma
the refinancing, STADA's liquidity is underpinned by a cash balance
of EUR194 million and access to a EUR365 million senior secured
revolving credit facility (RCF), under which EUR81 million will be
drawn (after EUR150 million repayment from new FRN proceeds).
Moody's projects an improvement in FCF generation which will turn
positive in 2026 and reach EUR60 million- EUR70 million. The RCF is
subject to a total debt leverage covenant of 8.75x, tested
quarterly when more than 35% of the facility is drawn. Moody's
expects the company to maintain significant capacity under this
covenant.
STADA's financial debt matures in 2030, except the new FRNs which
will mature in 2032. STADA's RCF currently expires on December 31,
2026, but the company has two extension options which, if
exercised, would extend the RCF maturity to January 31, 2028.
Following the completion of the CapVest acquisition, the RCF will
be upsized and its maturity extended, which will increase STADA's
available liquidity.
STRUCTURAL CONSIDERATIONS
In light of the mixed capital structure, including both bank debt
and bonds, Moody's apply a recovery rate of 50% for the corporate
family, resulting in a B2-PD PDR, aligned with the B2 CFR.
STADA's debt structure primarily consists of a senior secured RCF,
term loans and notes which all rank pari passu and share the same
guarantors and security package primarily consisting of shares from
operating subsidiaries accounting for at least 80% of group EBITDA.
This results in the company's debt instruments being rated B2, in
line with the CFR.
As part of the STADA acquisition funding by CapVest, a EUR1.4
billion PIK facility resides outside of the restricted group.
Moody's do not include this instrument in Moody's credit metrics'
calculations for STADA, but Moody's considers that it increases the
risk of cash leakage from the restricted group.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure is currently limited in light of the high
leverage, weak credit metrics, and the presence of the PIK facility
outside of the restricted group. Upward pressure could arise over
time if STADA continues to deliver solid operating performance, and
there is evidence of conservative and predictable financial
policies, including visibility into M&A strategy and shareholder
distributions. Numerically, this would translate into the company
operating under a Moody's-adjusted gross debt/EBITDA below 5.5x, a
Moody's-adjusted EBIT/interest expense above 2.25x, and
Moody's-adjusted cash flow from operations FCF/debt above 5%, all
on a sustained basis.
Conversely, downward pressure could develop if STADA's operating
performance deteriorates or its financial policy becomes more
aggressive, leading to its Moody's-adjusted gross debt/EBITDA
remaining above 6.5x, its EBIT/interest expense remaining below
1.5x or its Moody's-adjusted FCF remaining negative on a sustained
basis. Downward pressure could also arise if liquidity
deteriorates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Pharmaceuticals
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
STADA is a Germany-based pharmaceutical company specialised in the
production and marketing of small-molecule generics,
over-the-counter pharmaceutical products and specialties such as
biosimilars. In 2024, STADA generated revenue of EUR4.1 billion and
Moody's-adjusted EBITDA of EUR0.9 billion. The company's product
portfolio is reported under three divisions: generics; consumer
healthcare; and specialty, which includes biosimilars and
partnership licensing deals. Following the completion of the
acquisition, expected in early 2026, STADA will be owned by funds
managed by CapVest (68%), Bain and Cinven (31%) and management.
SCHAEFFLER AG: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
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Fitch Ratings has affirmed Schaeffler AG's Long-Term Issuer Default
Rating (IDR) at 'BB+' with a Stable Outlook and senior unsecured
rating at 'BB+' with a Recovery Rating of 'RR4'. Fitch has also
affirmed Schaeffler's immediate parent, IHO Verwaltungs GmbH's
(IHO), IDR at 'BB' with a Stable Outlook and its senior secured
rating at 'BB' with a Recovery Rating of 'RR4'.
The affirmation reflect its expectation that IHO's consolidated
profile will withstand the challenging automotive market conditions
and reduce leverage to around 2.5x (net leverage) within 24 months,
supported by special dividends expected from Continental AG
(BBB/Positive) by 2027 directed entirely toward debt repayment.
Key Rating Drivers
IHO Deleveraging Hinges on Dividend: Fitch forecasts that IHO's net
leverage will remain above or at its negative sensitivity 3.5x over
the next 12 to 18 months and quickly decrease to around 2.7x
thereafter. The deleveraging is based on its assumption that IHO
receives special dividends from Continental's disposal of ContiTech
and uses the proceeds for debt repayment. This is commensurate with
its divestment and capital allocation assumptions for Continental.
This is a key pillar of its rating case, and a deviation from
Continental's divestiture plan, including the timeline and the
actual distribution of proceeds, could lead to negative rating
action on the consolidated profile of IHO.
Restructuring, Integration Affect Cash Flow: Fitch expects the
merger Vitesco Technologies, together with the announced
restructuring initiatives affecting cash flows, to weaken
Schaeffler's financial profile over the next 12-18 months,
pressuring its Standalone Credit Profile (SCP). Fitch included EUR1
billion of restructuring and integration charges over the rating
horizon, with about 80% in 2025 and 2026. Fitch forecasts negative
to neutral FCF margins in both years, before recovering to 0.8% in
2027, when Fitch expects special items to wind down. A protracted
recovery of FCF margins could lead to a downwards revision of SCP,
but not necessarily affect the IDR.
E-mobility Operating Margin Assumption: Fitch expects the group's
medium-term margin to be about 6% to 8%, largely driven by the
material margin improvement in the E-mobility segment, which the
company projects to reach EBIT break-even by 2028 from -22% in
2024. This is supported by the large order book, totaling EUR43
billion at end-1H25, including battery electric vehicle (BEV) and
hybrid electric vehicle. Fitch expects a delayed break-even point
of around one to two years, accounting for volume risk and removal
of regulatory uncertainties, which Fitch deems vital for BEV uptake
acceleration.
Challenging Market Eroding Operating Profit: Fitch expects
Schaeffler's 2025 pre-restructuring operating margin to decline to
3.8% following Vitesco's full consolidation. Fitch assumes group
synergies will only become visible in 2027. The near-term EBIT
margin compression also reflects its view that ongoing trade
tensions will weigh on light vehicle demand, with lower than
expected production volumes reducing fixed cost absorption,
particularly in the powertrain & chassis division. Fitch expects a
limited direct financial impact from tariffs, supported by
Mexico-based production that is largely USMCA compliant, and by
pass-through mechanisms, albeit with potential timing delays.
Solid Business Profile: Fitch assesses Schaeffler's business
profile as in line with investment-grade peers. The merger with
Vitesco has complemented its technologies and product offering and
increased content per vehicle against electrification trends. The
new group has good geographical and customer diversification, with
the industrial business and aftermarket business providing exposure
to different customers and business cycles, and offering higher
margins than auto original equipment manufacturers (OEM) business.
Aftermarket, Industrial Bearings Growth Potential: Fitch views
Schaeffler's non-automotive exposure, through its bearings &
industrial solutions and vehicle lifetime solutions divisions, as
positive for the SCP and IDR. Fitch believes the two end-market
exposures could offset a stagnant or declining internal combustion
engine portfolio and provide long-term growth prospects for
strengthening Schaeffler's diversification outside the automotive
sector. Schaeffler should be able to tap into its expertise in
bearing solutions for areas such as humanoid robots and aerospace
and defence that require high precision motion control.
Peer Analysis
IHO's business profile reflects its majority ownership of
Schaeffler. Schaeffler's business profile is broadly in line with
auto suppliers in the 'BBB' rating category. Following Vitesco's
acquisition, Schaeffler has become a global electric vehicle
powertrain supplier with a one-stop shop proposition for OEMs,
while maintaining strong market positions in the traditional
internal combustion engine, automotive aftermarket, and industrial
businesses. The company therefore benefits from stronger business
and customer diversification than most peers in Fitch's portfolio
of publicly rated auto suppliers, second only to Robert Bosch GmbH
(A/Stable) and Continental AG.
Like other large and global suppliers, including Continental and
Aptiv PLC (BBB/Rating Watch Negative), Schaeffler has broad and
diversified exposure to large international OEMs. However, the
share of its aftermarket business is smaller than pure play tyre
manufacturers, such as Compagnie Generale des Etablissements
Michelin (A/Stable) and Pirelli & C. S.p.A. (BBB/Stable).
Schaeffler has an operating margin profile on par with similarly
rated auto suppliers, after Vitesco which is margin dilutive.
However, its FCF and financial structure are moderately weaker than
'BBB' category peers.
Key Assumptions
- Topline growth of 2025 reflects Vitesco integration, followed by
low- to mid-single digit over 2026-2028
- Pre-restructuring EBIT margin decline to 3.8% in 2025 due to lack
of fixed cost absorption, before gradually trending toward 7%,
driven by margin improvement at the E-mobility division
- Negative to neutral working capital in tandem with revenue
growth
- Capex at average of 5.8% over the rating horizon
- Restructuring cash outflow in total of EUR1 billion, front loaded
in 2025 and 2026
- Dividend payout ratios in line with Schaeffler and Continental's
guidance
RATING SENSITIVITIES
IHO
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Net debt to EBITDA above 3.5x
- Weakening of formal ties between Schaeffler and IHO without
adequate deleveraging
- A reduction in IHO's stake in Continental AG without adequate
deleveraging
- Significantly delayed or cancelled sale of ContiTech by 2027
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Net debt to EBITDA below 2.5x
Schaeffler AG
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Negative rating action on IHO-V or strengthening of formal ties
between Schaeffler and IHO-V
- EBIT margin below 6%
- FCF neutral to negative
- FFO net leverage above 3.0x and Net debt-to-EBITDA above 2.5x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Positive rating action on IHO-V or weakening of formal ties with
IHO-V combined with:
- EBIT margin above 8%
- FCF margin of more than 1.5%
- FFO net leverage below 2.5x and net debt-to-EBITDA below 2.0x
Liquidity and Debt Structure
At end-June 2025, Schaeffler's liquidity was supported by reported
available cash of approximately EUR2 billion. The company has
EUR3.1 billion unutilised committed credit lines and bilateral
credit lines of EUR570 million, out of which EUR201 million was
used, largely letters of credit. In addition, Schaeffler has an
uncommitted commercial paper programme of EUR1 billion and a
factoring programme of EUR200 million.
Schaeffler's debt at end-June 2025, was EUR7 billion, comprising
largely medium-term notes, term loans, and Schuldschein. The
maturities are well spread between 2026 and 2031. We expect the
next upcoming maturity of August 2026 to be repaid with new
issuance with manageable refinancing risk.
IHO's liquidity is also healthy, with an undrawn credit line of
EUR1 billion as at end-June 2025. IHO does not have debt due over
the next two years, with maturities ranging from 2028 to 2032.
IHO's debt is secured by a pledge on Schaeffler and Continental
shares.
Issuer Profile
Schaeffler is a leading global automotive and industrial supplier.
Following the Vitesco merger, the group's business activities are
structured into five main divisions, based on products: E-mobility,
powertrain & chassis, vehicle lifetime solutions, bearings &
industrial solutions, and others.
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
----------- ------ -------- -----
Schaeffler AG LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
IHO Verwaltungs GmbH LT IDR BB Affirmed BB
senior secured LT BB Affirmed RR4 BB
SPEEDSTER BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Speedster Bidco GmbH's (AutoScout24;
AS24) Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook is
Stable. Fitch has also affirmed AS24's first-lien term loans'
senior secured ratings at 'B+' with a Recovery Rating of 'RR3'.
The 'B' IDR reflects AS24's high leverage and aggressive financial
policy, as well as its entrenched position in key markets as a
leading digital marketplace in Europe and Canada, its robust
business model and defensible end-markets. Following its Trader
acquisition at end-2024, AS24 almost doubled its revenue and EBITDA
and has become more geographically diversified with a higher
proportion of revenues from the markets where it has the number one
position.
The Stable Outlook reflects its expectation that most credit
metrics will improve within the sensitivities for the rating by
end-2026, with EBITDA leverage declining to 7.1x, supported by
strong, yet gradually improving profitability.
Key Rating Drivers
Market Leadership: AS24 is an automotive classifieds group
operating in Germany, Italy, the Netherlands, Belgium, Austria and
now in Canada. It occupies the top position in all its markets,
except Germany, where it is second to mobile.de. Following its
Trader acquisition, AS24 almost doubled its revenue and EBITDA,
became more geographically diversified and increased a proportion
of revenues from the markets where it has the number one position
to around 70% from around 50% before the acquisition.
High Leverage, Deleveraging Capacity: Fitch expects AS24's
Fitch-defined EBITDA leverage to decline to 7.1x at end-2026 from
above 8x pro forma for the Trader acquisition at end-2024. The
quick deleveraging will be supported by EBITDA growth and assumes
no new debt-funded acquisitions. In isolation, these leverage
metrics are not consistent with a 'B' rating. However, cash flow
from operations (CFO) less capex to debt trending above 2.5% beyond
2025 would be adequate for the rating.
'Winner-takes-it-all' Paradigm: In the classifieds business, number
one and number two players normally take disproportionally large
revenue market shares and sustain a significant pricing premium
compared with smaller competitors. This results in a positive
feedback loop for market leaders, with more listings that generate
greater traffic as consumers gravitate towards channels offering a
better selection, and increasing leads and listings as a result.
This 'winner-takes-it-all' paradigm protects leaders against
smaller competitors even in the absence of significant barriers to
entry.
Price Increase Potential: Classified expenses typically represent
only a small share of dealers' overall cost base. Leveraging its
strong market position, AS24 has been able to raise tariffs
materially without jeopardising its market leadership. Fitch
expects it to retain this pricing flexibility, which should
materially support overall growth.
Used-Car Market Counter-cyclical: Car dealers are
capital-constrained, as they must fund the holding of inventory
prior to sale. This incentivises them to drive turnover and
increase profitability. In a downturn, dealers initially increase
listings to try and sell inventory more quickly. Together with a
consumer tendency to purchase used (rather than new) cars during a
recession or downturn such as the pandemic, this protects AS24 from
a cyclical decline, especially as online classifieds spend is a
small portion of dealers' monthly expenses.
Strong Profitability: Fitch expects Fitch-defined EBITDA margin to
rise to around 50% in 2027 from 48% in 2025. Improved profitability
will be supported by the mid-to-high single digit revenue growth
Fitch anticipates in 2025-2027. Management also expects to extract
around EUR20 million of cost synergies after the acquisition,
driven by consolidation of some of the duplicated functions and
moving Trader's marketplace platforms onto AS24's systems. With the
margin nearing 50%, AS24 exhibits one of the strongest
profitability levels within its peer group.
Temporary FCF Weakening: Fitch expects AS24's free cash flow (FCF)
margin to weaken to around 1% in 2025 from above 13% average for
2022-2024. The decrease in the FCF margins will be primarily driven
by high interest costs accompanied by growth in non-recurring
expenses, including the expenses to achieve synergies. However,
Fitch expects FCF margin will improve to around 14% in 2027. AS24's
asset-light business model with EBITDA margins of around 50% and
capex of 4-5% of revenue leads to strong unlevered cash flow.
Aggressive Financial Policy: The Trader acquisition was supported
by a capital injection from the equity partners but led to leverage
staying above the downgrade sensitivity. AS24 also funded AutoProff
(2022) and LeasingMarkt (2020) with debt, maintaining leverage
above the threshold, reflecting an aggressive financial policy
relative to the 'B' rating. Although beyond 2026 the company will
have some debt capacity for M&A or shareholder distributions, the
rating trajectory will depend on how financially disciplined AS24
remains on M&A decisions.
Peer Analysis
AS24's Fitch-rated peers include The Stepstone Group Holding GmbH
(B+/Stable), an online recruitment platform, and AVIV Group GmbH
(B+/Stable), a real estate online classifieds company.
Stepstone and AVIV operate in more cyclical segments, while the
motor segment is more resilient to economic downturns, as
automotive classifieds are more exposed to used (rather than new)
cars. Margins are generally higher in the automotive segment.
In line with most online classifieds peers, AS24 is strongly
cash-generative on an unlevered basis, with capex at 4-5% of
revenue. AS24's EBITDA margins of around 50% are ahead of Stepstone
and AVIV. However, AS24 has higher leverage and a more aggressive
financial policy.
Adevinta ASA, which owns AS24's German competitor mobile.de and
eBay Classifieds, has larger scale and greater diversification and
therefore would have higher debt capacity than AS24 for any given
rating category.
Key Assumptions
- Revenue of EUR853 million in 2025, growing by about 5-6% in
2026-2028
- Fitch-defined EBITDA margin at about 48% in 2025, gradually
increasing to 50.5% in 2028
- Cash tax of about EUR70 million in 2025, gradually increasing to
about EUR91 million in 2028
- Capex at around 4% of revenue a year in 2025-2028
- Cash outflow related to non-recurring items at EUR60 million in
2025, decreasing to EUR20 million in 2026
- M&A of EUR880 million in 2025 (including a second payment for
Trader), EUR15 million in 2026 and EUR20 million in 2027 including
earn outs related to AutoProff acquisition
- Working-capital requirements at EUR20 million in 2025, at EUR10
million a year in 2026-2028
- Capital injection at about EUR718 million in 2025
- No dividends
Recovery Analysis
- The recovery analysis assumes that AS24 would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated
- A 10% administrative claim
- GC EBITDA estimate of EUR300 million (post-refinancing) reflects
Fitch's view of a sustainable post-reorganisation EBITDA, upon
which Fitch bases the valuation of the company. In a restructuring
scenario, the stress on EBITDA could result from a loss of market
share, increase in competitive pressure or a higher churn rate (for
example, due to unsuccessful price increases to dealers).
- An enterprise value multiple of 6x is used to calculate a
post-reorganisation valuation. This reflects AS24's leading market
positions in several countries, and its resilient and highly
cash-generative business.
- The above assumptions result in expected recovery prospects for
senior secured instruments, including a EUR1,500 million first-lien
term loan B facility, USD1,060 million first-lien term loan B
facility and a fully drawn revolving credit facility (RCF) of
EUR350 million consistent with a Recovery Rating of 'RR3', leading
to a secured debt rating of 'B+' one notch above the IDR.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead To Negative
Rating Action/Downgrade
- Slow progress with Trader integration and synergy extraction
evidenced by flat EBITDA margins, especially exacerbated by
deterioration in operating performance
- Fitch-defined EBITDA gross leverage above 7.0x on a sustained
basis, especially if driven by aggressive M&A and accompanied by
weak organic growth performance
- CFO less capex to gross debt below 2.5%
- Fitch-defined EBITDA interest cover below 2.0x
Factors That Could, Individually or Collectively, Lead To Positive
Rating Action/Upgrade
- Fitch-defined EBITDA gross leverage below 5.5x on a sustained
basis, accompanied by a corresponding change in the company's
financial policy and target leverage
- Fitch-defined EBITDA interest cover above 3.0x
- Good progress with Trader integration and synergy extraction
evidenced by growth in EBITDA margins
Liquidity and Debt Structure
AS24's comfortable liquidity position is supported by access to a
EUR350 million RCF maturing in 2030 (fully undrawn at end-June
2025) and positive FCF generation Fitch expects from 2025. This
compares well with long-dated maturities post-refinancing, with the
first-lien debt maturing in 2031 and second-lien debt maturing in
2032.
Issuer Profile
AS24 is a digital automotive classifieds platform that offers
listing platforms for used and new cards, motorcycles and
commercial vehicles to dealers and private sellers. It operates in
Germany, Italy, the Netherlands, Belgium, Austria and Canada.
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
----------- ------ -------- -----
Speedster Bidco GmbH LT IDR B Affirmed B
senior secured LT B+ Affirmed RR3 B+
=============
I R E L A N D
=============
ACCUNIA EUROPEAN III: Moody's Cuts Rating on Class F Notes to Caa1
------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Accunia European CLO III Designated
Activity Company:
EUR25,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Dec 10, 2024
Upgraded to Aa2 (sf)
EUR10,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Downgraded to Caa1 (sf); previously on Dec 10, 2024
Affirmed B1 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR216,000,000 Class A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Dec 10, 2024 Affirmed Aaa
(sf)
EUR20,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Dec 10, 2024 Affirmed Aaa
(sf)
EUR12,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Dec 10, 2024 Affirmed Aaa (sf)
EUR19,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed A3 (sf); previously on Dec 10, 2024
Upgraded to A3 (sf)
EUR21,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Dec 10, 2024
Affirmed Ba2 (sf)
Accunia European CLO III Designated Activity Company, issued in
August 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Accunia Fondsmæglerselskab A/S. The
transaction's reinvestment period ended in August 2022.
RATINGS RATIONALE
The upgrade to the rating on the Class C notes are primarily a
result of the deleveraging of the senior notes following
amortisation of the underlying portfolio since the last rating
action in December 2024.
The downgrade to the rating on the Class F notes are due to the
deterioration of the key credit metrics of the underlying pool
since the last rating action in December 2024.
The Class A notes have paid down by approximately EUR48.5 million
(22.4%) since the last rating action in December 2024 and EUR132.3
million (61.2%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated August 2025[1] the Class A/B, Class C and Class D OC
ratios are reported at 176.40%, 145.06%, and 127.41% compared to
October 2024[2] levels of 156.56%, 135.87%, 123.18%, respectively.
Meanwhile, the credit quality has deteriorated as reflected in the
deterioration in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF) and an
increase in the proportion of securities from issuers with ratings
of Caa1 or lower. According to the trustee report dated August
2025[1], the WARF was 3414, compared with 3290 from the October
2024[2] report as of the last rating action. Securities with
ratings of Caa1 or lower currently make up approximately 14.5% of
the underlying portfolio, versus 9.5% in October 2024[2].
Additionally there has been approximately 4m of par loss since the
last rating action.
The affirmations on the ratings on the Class A, Class B-1, Class
B-2, Class D and Class E notes are primarily a result of the
expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.
Key model inputs:
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodologies
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR202,346,584
Defaulted Securities: EUR7,061,671
Diversity Score: 32
Weighted Average Rating Factor (WARF): 3249
Weighted Average Life (WAL): 3.42 years
Weighted Average Spread (WAS): 3.98%
Weighted Average Coupon (WAC): 5.00%
Weighted Average Recovery Rate (WARR): 43.21%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'/debt's
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
ANCHORAGE CAPITAL 6: Fitch Assigns B-sf Final Rating on Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Anchorage Capital Europe CLO 6 DAC Reset
final ratings.
Entity/Debt Rating Prior
----------- ------ -----
Anchorage Capital
Europe CLO 6 DAC
A XS3171649638 LT AAAsf New Rating
A-R XS2715950775 LT PIFsf Paid In Full AAAsf
B XS3171649802 LT AAsf New Rating
B-1-R XS2715950858 LT PIFsf Paid In Full AAsf
B-2-R XS2715951070 LT PIFsf Paid In Full AAsf
C XS3171650214 LT Asf New Rating
C-R XS2715951401 LT PIFsf Paid In Full Asf
D XS3171650487 LT BBB-sf New Rating
D-R XS2715951310 LT PIFsf Paid In Full BBB-sf
E XS3171650644 LT BB-sf New Rating
E-R XS2715951666 LT PIFsf Paid In Full BB-sf
F XS3171650990 LT B-sf New Rating
F-R XS2715952045 LT PIFsf Paid In Full B-sf
X XS3171649471 LT AAAsf New Rating
Transaction Summary
Anchorage Capital Europe CLO 6 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
unsecured senior loans, unsecured senior bonds, second-lien loans,
first-lien last-out loans, mezzanine obligations and high-yield
bonds. Note proceeds have been used to redeem all the existing
notes, apart from the subordinated notes, and to fund a portfolio
with a target par of EUR400 million.
The portfolio is actively managed by Anchorage CLO ECM, L.L.C. The
CLO has a 4.6-year reinvestment period and an 8.6-year weighted
average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'. The Fitch-calculated
weighted average rating factor of the identified portfolio is
24.6.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
60.5%.
Diversified Asset Portfolio (Positive): The transaction includes
six Fitch matrices, each based on a top 10 obligor concentration
limit of 20%. Two matrices are effective at closing, corresponding
to fixed-rate asset limits at 5% and 12.5% and to an 8.6-year WAL
test, and the remaining four matrices are effective 12 and 18
months after closing and correspond to a 7.6-year and 7.1-year WAL
test, with the same fixed-rate asset limits as the closing
matrices. The two forward matrices can be elected by the collateral
manager if the collateral principal amount (with default carried at
Fitch collateral value) is at least equal to the reinvestment
target par balance.
The transaction includes additional covenants, including a maximum
exposure to the three largest Fitch-defined industries in the
portfolio at 40%. These covenants ensure the asset portfolio will
not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
stress portfolio and matrices analysis is 12 months less than the
WAL covenant. This is to account for structural and reinvestment
conditions after the reinvestment period, including the
over-collateralisation test and the Fitch 'CCC' limitation test
passing after reinvestment. 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 have no impact on the class X and A notes and would
lead to downgrades of no more than one notch for the class B, C and
D notes, up to two notches for class E notes and to below 'B-sf'
for the class F notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics of the identified portfolio than the Fitch-stressed
portfolio, the class B, D and E notes display rating cushions to
downgrades of two notches and the class C and F notes have rating
cushions of one notch. The class A and X notes have no rating
cushion as they are already at their maximum achievable rating.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of three notches for class B to F notes. The class X and A
notes are rated 'AAAsf', which is the highest level on Fitch's
scale and cannot be upgrade.
During the reinvestment period, based on the Fitch-stressed
portfolios, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Anchorage Capital Europe CLO 6 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 Anchorage Capital
Europe CLO 6 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.
ANCHORAGE CAPITAL 6: S&P Assigns B-(sf) Rating on Cl. F-R-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Anchorage Capital
Europe CLO 6 DAC's class X to F-R-R European cash flow CLO notes.
At closing, the issuer had unrated subordinated notes outstanding
from the existing transaction.
This transaction is a reset of the already existing transaction
that closed in December 2023. The issuance proceeds of the
refinancing notes were used to redeem the refinanced notes--the
reset transaction's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R
notes, for which S&P withdrew its ratings at the same time-- and
pay fees and expenses incurred in connection with the reset.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.
The portfolio's reinvestment period ends approximately 4.6 years
after closing, and its noncall period ends 1.6 years after
closing.
The ratings assigned to Anchorage Capital Europe CLO 6 DAC 's reset
notes reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes and loan 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 2,797.83
Default rate dispersion 561.51
Weighted-average life (years) 4.83
Obligor diversity measure 144.00
Industry diversity measure 21.02
Regional diversity measure 1.22
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 4.45
Target 'AAA' weighted-average recovery (%) 36.52
Target weighted-average spread (net of floors; %) 3.70
Target weighted-average coupon (%) 5.91
Rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified as of the closing date,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs."
Until the end of the reinvestment period on Apr. 22, 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, as long as the initial ratings
are maintained.
S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the target weighted-average spread (3.70%), the
covenanted weighted-average coupon (4.50%), and the target
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R-R to D-R-R notes benefits from
break-even default rate (BDR) and scenario default rate cushions
that we would typically consider 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 have capped our ratings assigned to
the notes. The class X, A-R-R, and E-R-R notes can withstand
stresses commensurate with the assigned ratings.
"For the class F-R-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."
The ratings uplift for the class F-R-R notes reflects several key
factors, including:
-- The class F-R-R notes' available credit enhancement, which is
in the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.43% (for a portfolio with a weighted-average
life of 4.83 years), versus if S&P was to consider a long-term
sustainable default rate of 3.2% for 4.83 years, which would result
in a target default rate of 15.47%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R-R notes is commensurate with
the assigned 'B- (sf)' rating. Following the application of our
'CCC' rating criteria, we consider that the available credit
enhancement for the class F-R-R notes is commensurate with the
assigned rating.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings as of the closing date.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote. The issuer is a special-purpose entity that meets our
criteria for bankruptcy remoteness.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class X
to F-R-R notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class X to E-R-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-R notes."
The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it is managed by Anchorage CLO ECM,
LLC.
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, including, obligors deriving revenue from
certain industries like production of palm oil, affecting animal
welfare etc. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
X AAA (sf) 1.50 N/A 3mE +0.90%
A-R-R AAA (sf) 244.00 39.00 3mE +1.35%
B-R-R AA (sf) 46.00 27.50 3mE +1.95%
C-R-R A (sf) 24.00 21.50 3mE +2.40%
D-R-R BBB- (sf) 30.00 14.00 3mE +3.40%
E-R-R BB- (sf) 19.00 9.25 3mE +5.25%
F-R-R B- (sf) 11.00 6.50 3mE +8.04%
Sub. Notes NR 29.38 N/A N/A
*The ratings assigned to the class X, A-R-R, and B-R-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R-R to F-R-R notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month Euro Interbank Offered Rate (EURIBOR) when a
frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month EURIBOR.
ARMADA EURO IX: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Armada Euro CLO IX DAC expected
ratings.
Entity/Debt Rating
----------- ------
Armada Euro CLO IX DAC
A XS3148251872 LT AAA(EXP)sf Expected Rating
B XS3148252094 LT AA(EXP)sf Expected Rating
C XS3148252417 LT A(EXP)sf Expected Rating
D XS3148252680 LT BBB-(EXP)sf Expected Rating
E XS3148252920 LT BB-(EXP)sf Expected Rating
F XS3148253142 LT B-(EXP)sf Expected Rating
Subordinated Notes
XS3148253498 LT NR(EXP)sf Expected Rating
Transaction Summary
Armada Euro CLO IX DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Brigade Capital
Europe Management LLP. The CLO has a reinvestment period of about
4.5 years and an 8.5 year weighted average life (WAL) test limit.
KEY RATING DRIVERS
Average Portfolio Credit Quality: Fitch places the average credit
quality of obligors at 'B'. The Fitch weighted average rating
factor of the identified portfolio is 24. 5.
High Recovery Expectations: At least 90% of the portfolio will
comprise senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the indicative portfolio is 64.4%.
Diversified Asset Portfolio: The deal will have a concentration
limit for the 10 largest obligors of 26%. It also includes various
other concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio of 40% and
a maximum fixed-rate assets limit at 12.5%. These covenants ensure
the asset portfolio will not be exposed to excessive
concentration.
Portfolio Management: The transaction has an approximately 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling: The WAL used for the stressed portfolio was 12
months less than the WAL covenant to account for structural and
reinvestment conditions after the reinvestment period, including
passing the coverage tests and Fitch 'CCC' limitation tests, and a
WAL covenant that progressively steps down. In Fitch's opinion,
these conditions 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) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the class A notes
while it would lead to a downgrade of no more than one notch on the
class B, C, D and E notes and to below B- for the class F notes.
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics of the current portfolio than the Fitch-stressed
portfolio the notes display a rating cushion to a downgrade of up
to two notches.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio erode due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would result in downgrades of three
notches for the class A and D notes, four notches for the class B
and C notes and to below 'B-sf' for the class E and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to an upgrade of up to five notches for the
rated notes, except for the 'AAAsf' 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, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
ARMADA EURO CLO IX DAC
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for ARMADA EURO CLO IX
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.
CAIRN CLO X: Moody's Affirms B2 Rating on EUR10.6MM Class F Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Cairn CLO X Designated Activity Company:
EUR28,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Apr 13, 2023 Upgraded to
Aa1 (sf)
EUR10,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2031, Upgraded to Aaa (sf); previously on Apr 13, 2023 Upgraded to
Aa1 (sf)
EUR15,700,000 Class C-1-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Apr 13, 2023
Upgraded to A1 (sf)
EUR10,000,000 Class C-2-R Senior Secured Deferrable Fixed Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Apr 13, 2023
Upgraded to A1 (sf)
EUR17,100,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A2 (sf); previously on Apr 13, 2023
Upgraded to Baa1 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR223,000,000 (Current outstanding balance EUR129,903,279) Class
A-R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Apr 13, 2023 Affirmed Aaa (sf)
EUR25,050,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Apr 13, 2023
Affirmed Ba2 (sf)
EUR10,600,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Apr 13, 2023
Affirmed B2 (sf)
Cairn CLO X Designated Activity Company, issued in October 2018, is
a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Cairn Loan Investments LLP. The transaction's
reinvestment period ended in April 2023.
RATINGS RATIONALE
The upgrades on the ratings on the Class B-1-R, Class B-2-R, Class
C-1-R, Class C-2-R and Class D-R notes are primarily a result of
the deleveraging of the senior notes following amortisation of the
underlying portfolio over the last 12 months.
The affirmations on the ratings on the Class A-R, Class E and Class
F notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The Class A-R notes have paid down by approximately EUR90.8 million
(40.7% of original balance) in the last 12 months and by EUR93.1
million (41.7%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased Classes A/B, Class C,
Class D and Class E. According to the trustee report dated
September 2025[1], the Class A/B, Class C, Class D and Class E OC
ratios are reported at 157.1%, 136.2%, 125.2% and 111.9%, compared
to September 2024[2] levels of 139.8%, 127.1%, 119.9% and 110.7%,
respectively.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
Key model inputs:
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodologies
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR264.9m
Defaulted Securities: EUR5.9m
Diversity Score: 39
Weighted Average Rating Factor (WARF): 3189
Weighted Average Life (WAL): 3.32 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.89%
Weighted Average Coupon (WAC): 2.98%
Weighted Average Recovery Rate (WARR): 43.92%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- The main source of uncertainty in this transaction is the pace
of amortisation of the underlying portfolio, which can vary
significantly depending on market conditions and have a significant
impact on the notes' ratings. Amortisation could accelerate as a
consequence of high loan prepayment levels or collateral sales by
the collateral manager or be delayed by an increase in loan
amend-and-extend restructurings. Fast amortisation would usually
benefit the ratings of the notes beginning with the notes having
the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
CITIZEN IRISH 2025: Fitch Assigns 'B-(EXP)sf' Rating on Cl. B Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Citizen Irish Auto Receivables Trust
2025 DAC's notes expected ratings.
The assignment of final ratings is contingent on the receipt of
final documentation conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Citizen Irish Auto
Receivables Trust
2025 DAC
Class A notes LT AAA(EXP)sf Expected Rating
Class B notes LT B-(EXP)sf Expected Rating
Transaction Summary
This is the fifth securitisation of Irish auto loan receivables
originated by First Citizen Finance DAC (not rated). The pool
consists mostly of hire purchase receivables and personal contract
purchase receivables and contract hire.
KEY RATING DRIVERS
Sound Performance: Default rates in the originator's total book
have been low. Fitch has assigned a weighted average (WA) default
base case of 1.1% to the portfolio. Given the low absolute level of
the base case and the absence of a revolving period, Fitch has
assigned a default multiple of 7.25x at 'AAAsf' and a recovery base
case of 70%. The 'AAAsf' recovery haircut of 45% is below the
median within Fitch's criteria range, primarily reflecting the
secured nature of the recoveries. Overall credit losses are 4.9% at
'AAAsf' in Fitch's analysis.
Used-Car Value Exposure: Most of the contracts are regulated by the
Consumer Credit Act, which allows for voluntary termination (VT) of
contracts by borrowers without further repayment obligations once
50% of the total amount due is paid. Loans subject to residual
value risk are limited. Fitch used line-by-line loan data to assess
the VT risks and has assumed a combined loss of 3.1% at 'AAAsf'.
Loans with balloon exposure make up 5% of the portfolio. This risk
is addressed through higher default multiples at 'AAAsf'.
Initial Pro Rata Amortisation: The notes will begin amortising pro
rata. They will switch to sequential if the transaction reaches a
certain level of gross cumulative defaults or if there is an
uncured principal deficiency ledger (PDL) higher than 0.5% of the
outstanding portfolio balance. Fitch views the triggers as
sufficiently tight to limit the length of the pro rata period in
high rating scenarios.
PIR Mitigated: Payment interruption risk (PIR) is a primary risk
driver for the class A notes as interest payments are due in
accordance with the terms and conditions. The funded liquidity
reserve will cover senior expenses, interest and any PDL on the
class A notes. Since the reserve is not fully dedicated for
liquidity risk and could be depleted by defaults, Fitch tested the
coverage of PIR exposure over the transaction's life. Fitch
believes that PIR is mitigated, especially considering the
appointment of a back-up servicer at closing providing additional
mitigants in a servicer disruption event.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Asset performance deterioration, such as increased defaults,
reduced recoveries or increased market value stress, which could be
driven by macroeconomic conditions, business practices, credit
policy or legislative landscape, would contribute to negative
revisions of Fitch's asset assumptions that could negatively affect
the notes' ratings.
An unexpected increase in the frequency of defaults or decreases in
recovery rates producing larger losses than the base case could
result in negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25%, and a
decrease in the recovery base case by 25%, would lead to downgrades
of one notch for the class A notes and to 'NR' for the class B
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The class A notes are at the highest level on Fitch's scale and
cannot be upgraded. For the class B notes, a simultaneous decrease
in the default base case by 25% and increase in the recovery base
case by 25%, would have no impact on the rating.
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
Citizen Irish Auto Receivables Trust 2025 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 its 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.
JUBILEE CLO 2025-XXXII: Fitch Gives B-(EXP) Rating on Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Jubilee CLO 2025-XXXII DAC expected
ratings. The assignment of final ratings is contingent on the
receipt of final documents conforming to information already
reviewed.
Entity/Debt Rating
----------- ------
Jubilee CLO
2025-XXXII DAC
Class A-1 Notes LT AAA(EXP)sf Expected Rating
Class A-2 Notes LT AAA(EXP)sf Expected Rating
Class B-1 Notes LT AA(EXP)sf Expected Rating
Class B-2 Notes LT AA(EXP)sf Expected Rating
Class C Notes LT A(EXP)sf Expected Rating
Class D-1 Notes LT BBB-(EXP)sf Expected Rating
Class D-2 Notes LT BBB-(EXP)sf Expected Rating
Class E Notes LT BB-(EXP)sf Expected Rating
Class F Notes LT B-(EXP)sf Expected Rating
Subordinated Notes LT NR(EXP)sf Expected Rating
Transaction Summary
Jubilee CLO 2025-XXXII DAC is a securitisation of mainly senior
secured obligations (at least 96%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
portfolio has a target par of EUR500 million. The portfolio is
actively managed by BSP CLO Management LLC. The CLO has a
reinvestment period scheduled to end on a fixed date and a 7.5-year
weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the identified portfolio in
the 'B' category. The Fitch weighted average rating factor of the
identified portfolio is 24.2.
High Recovery Expectations (Positive): At least 96% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.9%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a fixed-rate
obligation limit at 12.5%, a top 10 obligor concentration limit at
20%, and a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, following the step-up determination date, which is 12
months after closing. The WAL extension is at the discretion of the
manager but is subject to conditions including fulfilling the
collateral-quality tests, coverage tests and meeting the
reinvestment target par, with defaulted assets at their collateral
value on the step-up determination date.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio is 6.5 years, 12 months less than the WAL
covenant at closing to account for structural and reinvestment
conditions after the reinvestment period. These conditions include
passing the over-collateralisation and Fitch 'CCC' limit tests, and
a WAL covenant that gradually steps down before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase in the mean default rate (RDR) across all the
ratings and a 25% decrease in the recovery rate (RRR) across the
all the ratings of the current portfolio would have no impact on
the class A-1, class A-2 and class E notes and would lead to
downgrades of one notch for the remaining notes.
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Owing to the
current portfolio having better metrics and a shorter life than the
stressed-case portfolio, the class B-1/B-2 to F notes show rating
cushions of up to two notches.
Should the cushion between the current portfolio and the
stressed-case portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase in the mean RDR
across all the ratings, and a 25% decrease in the RRR across all
the ratings of the stressed-case portfolio, would lead to
downgrades of up to four notches for the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction in the RDR across all the ratings and a 25%
increase in the RRR across all the ratings of the stressed-case
portfolio would lead to upgrades of up to five notches for the
notes, except the 'AAAsf' rated notes, which are already at the
highest level on Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the stressed-case
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
ability of the notes to withstand larger-than-expected losses for
the remaining life of the transaction.
After the end of the reinvestment period, upgrades may occur if
there is stable portfolio credit quality and deleveraging, leading
to higher credit enhancement and excess spread being 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
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 Jubilee CLO
2025-XXXII 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.
NOURYON FINANCE: Moody's Rates Amended Secured Bank Loans 'B2'
--------------------------------------------------------------
Moody's Ratings assigned B2 ratings to Nouryon Finance B.V.'s
amended and extended backed senior secured bank credit facility
consisting of a proposed $3,864 million backed senior secured first
lien term loan, a proposed EUR1,692 million (equivalent to around
$1,985 million) backed senior secured first lien term loan and a
proposed $850 million backed senior secured revolving credit
facility (RCF). Concurrently, Moody's affirmed Nouryon Limited's
(Nouryon) B2 corporate family rating and B2-PD probability of
default rating, and changed the outlooks on both entities to stable
from positive.
The proposed amend and extend transaction seeks to extend the
outstanding backed senior secured first lien term loans by 2.5
years to October 2030 from April 2028. The RCF is expected to be
extended to July 2030. Moody's expects to withdraw the instrument
ratings of the company's current debt instruments once the
transaction closes.
RATINGS RATIONALE
The outlook change reflects Moody's views that the company will not
achieve credit metrics commensurate with a higher rating over the
next 12–18 months considering the current market environment.
Nonetheless, the company remains solidly positioned in its B2
rating.
Moody's revised Moody's forecasts after the company revised its
guidance for Q3-2025 downwards, which results in
weaker-than-previously expected credit metrics in 2025. Moody's
forecasts for 2025 includes also a softer Q4-2025 compared to
Moody's previous estimates due to ongoing macroeconomic
uncertainties and weakness in certain end-markets, such as
construction. This results overall in a Moody's-adjusted gross
leverage of around 6.5x by the end of December 2025.
Moody's views the contemplated amend and extend transaction as
marginally credit positive because of the improved debt maturity
profile. There is no material impact on net leverage as the total
debt quantum remains the same. While Moody's do not anticipate an
impact on interest coverage from this transaction, this remains
subject to final market conditions.
More generally, Nouryon's B2 CFR positively reflect its significant
scale and diversification in terms of geographies, production
footprint and end markets; leading positions in certain products;
high exposure to nonindustrial end markets with more resilience
compared to other rated chemicals companies; good profitability
with EBITDA margin above 20%; and good liquidity.
However, the company's relatively high point-in-time financial
leverage, as well as event and financial policy risks stemming from
the private equity ownership, continue to weigh on its credit
profile. The company paid dividends in 2022 and 2023 (total of $650
million) which were partly funded by additional debt.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
RATING OUTLOOK
The stable outlook reflects Moody's views that the company will
continue to operate with credit metrics in line with its B2 rating
and maintains a good liquidity profile. Moody's also expects that
the company executes on the proposed transaction.
LIQUIDITY
Nouryon's liquidity is good. As of June 2025, the company had $247
million of cash on balance. Nouryon's liquidity is supported by a
$850 million backed senior secured RCF (maturing in 2030 on a
pro-forma basis for the A&E transaction). About $723 million was
available under the facility as of end June 2025, with the
remainder being used for guarantee commitments. In addition, the
company has access to a receivable securitization program (on
balance sheet, $289 million were used). In combination with
forecasted funds from operations, these funds are sufficient to
cover capital expenditure, working capital swings and day-to-day
cash.
STRUCTURAL CONSIDERATIONS
The B2 instrument ratings of the proposed backed senior secured
first lien term loans and backed RCF are aligned with the current
outstanding debt instruments and CFR at B2. The instrument rating
reflects the fact that the backed senior secured first lien
instruments are the only class of debt in the capital structure
besides the securitisation line and some minor other debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider upgrading Nouryon's rating with expectations
for gross leverage comfortably below 5.5x on a sustainable basis
and if the company provides more clarity on its future financial
policy. An upgrade would also require RCF/debt in excess of 10% and
adjusted EBITDA interest coverage to be around 2.5x on a
sustainable basis, and maintenance of a good liquidity profile.
Moody's could consider downgrading Nouryon's rating if adjusted
gross leverage increases above 6.5x for a prolonged period of time
or in case of negative FCF. A more aggressive financial policy
including dividend payouts or debt financed acquisitions would also
be negative for the rating.
The principal methodology used in these ratings was Chemicals
published in October 2023.
Nouryon's B2 corporate family rating is two notches below the
scorecard indicated rating as of the twelve months ended June 30,
2025. The difference reflects a higher emphasis on the lack of
visibility that the company is able to delever to levels
commensurate for a higher rating. There are also uncertainties
surrounding its financial policy considering its history of
dividends in 2022 and 2023.
COMPANY PROFILE
Nouryon, incorporated in Ireland, is a global specialty chemicals
company with dual headquarters in Amsterdam, Netherlands, and
Radnor (Pennsylvania), USA. The company serves a broad range of end
markets with a focus on nonindustrial markets. Its strong position
in certain niche markets is supported by its industry know-how, and
a global manufacturing footprint (with over 60 manufacturing
sites). In 2024, Nouryon generated revenue of around $5.1 billion.
The company is owned by the Carlyle Group (majority shareholder)
and the Government of Singapore Investment Corporation.
PAC DAC: Moody's Rates Secured Bank Credit Facility 'Ba3'
---------------------------------------------------------
Moody's Ratings has assigned a Ba3 backed senior secured bank
credit facility rating to PAC DAC LLC, reflecting the rating on the
term loan B issuance announced being co-issued by PAC DAC LLC and
PAC Aviation III Designated Activity Company, two wholly owned
subsidiaries of Phoenix Aviation Capital, LLC (collectively
Phoenix). Moody's have also affirmed Phoenix Aviation Capital,
LLC's B1 corporate family rating and the B2 backed senior unsecured
rating of Phoenix Aviation Capital Limited. The outlooks for
Phoenix Aviation Capital, LLC and Phoenix Aviation Capital Limited
remain stable, and PAC DAC LLC was assigned a stable outlook.
RATINGS RATIONALE
The rating action follows Phoenix's launch of a $592 million term
loan B transaction, the proceeds of which will be used to repay
other outstanding secured indebtedness and to fund growth in the
company's portfolio of aircraft. Phoenix's growth is supported by
an orderbook of 26 Boeing 737 Max 8 aircraft. The transaction will
raise the company's leverage to the limit of its target ratio of
net debt to equity of 3.0x, but the company should be able to
continue to operate at or below that ratio given the $325 million
of unfunded equity commitments.
Phoenix, established in 2023 and externally managed by AIP Capital,
is focused on acquiring and leasing primarily young, new technology
aircraft with wide user bases and strong inherent liquidity. As of
June 2025, Phoenix's fleet consists of 38 aviation assets
consisting of 20 737 Max 8s (including 3 aircraft purchased in a
sale-leaseback transaction expected to deliver Q4 2025), 3 aircraft
in the 787 Dreamliner family, 1 A321neo, a 72% investment in 3
A330-300s, 1 A220, and a 20% investment in a portfolio of 10 CFM
LEAP-1B27 spare engines.
While its asset composition compares favorably with peers, with
weighted-average fleet age and weighted-average remaining lease
term the strongest among rated aircraft lessors, Phoenix's modest
scale nonetheless constrains its earnings profile and results in
high customer concentrations, exposing the firm to elevated losses
in the event of a customer default. Phoenix's overall business
profile should improve as it takes delivery of its 737 MAX 8
orderbook largely in the next two years, but it is expected to
remain among the smallest of the rated aircraft lessors.
The Ba3 rating assigned to the proposed term loan B issuance and B2
rating assigned to the unsecured notes reflect their relative
position within Phoenix's overall recourse debt capital structure.
The stable outlook reflects Moody's expectations that Phoenix will
continue to execute on its growth plan and improve earnings and
diversification, while maintaining stable leverage and adequate
liquidity over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Phoenix successfully executes its
growth plan, reduces its customer concentrations, effectively
manages its leverage and liquidity positions and demonstrates solid
profitability. The unsecured debt rating could be upgraded if the
company increases its proportion of unencumbered assets and the
quality of those assets, and maintains strong asset coverage of the
unsecured notes.
The ratings could be downgraded if Phoenix's net debt/equity ratio
rises above 3.0x, if its liquidity deteriorates, or if operating
conditions significantly weaken.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
Phoenix's "Assigned Standalone Assessment" score of b1 is set two
notches below the "Financial Profile" initial score of Ba2,
reflecting Phoenix's customer concentrations impacting Moody's
views of asset quality and capital adequacy, along with the
company's limited operating history.
=========
I T A L Y
=========
MEDIOBANCA SPA: Moody's Lowers Rating on Subordinated Debt to Ba2
-----------------------------------------------------------------
Moody's Ratings has taken several rating actions on Banca Monte dei
Paschi di Siena S.p.A. (MPS) and Mediobanca S.p.A. (Mediobanca) and
related entities following the successful completion of MPS'
takeover offer of Mediobanca. MPS has acquired over 86% of
Mediobanca's shares, following the voluntary public tender offer
that ended on September 22, 2025[1]. The rating actions reflect the
formation of a larger and more diversified banking group with
assets nearing EUR130 billion as of June 2025.
The rating actions include:
-- For MPS the upgrades of its long-term (LT) deposit ratings to
Baa1 from Baa2, senior unsecured debt ratings to Baa3 from Ba1 and
Other Short Term ratings to (P)Prime-3 from (P)Not Prime. The
outlooks on the LT deposit and senior unsecured debt ratings remain
positive. MPS' ba1 Baseline Credit Assessment (BCA) and Adjusted
BCA were also affirmed.
-- For Mediobanca, the downgrades of its LT issuer ratings and
senior unsecured debt ratings to Baa3 from Baa1, subordinated debt
to Ba2 from Ba1 and the Other Short Term ratings to (P)Prime-3 from
(P)Prime-2 and the affirmation of its Baa1 LT deposit ratings. The
outlook on the LT deposit ratings remains positive while the
outlook on the LT issuer and senior unsecured debt ratings was
changed to positive from stable. Further, the bank's BCA and
Adjusted BCA were downgraded to ba1 from baa3.
RATINGS RATIONALE
-- DETAILS OF THE TRANSACTION
The MPS offer, announced on January 24, 2025, included a share swap
valued at EUR13.3 billion, which was completed on September 02,
2025 by a EUR750 million cash incentive. MPS has communicated its
intention to delist Mediobanca's shares.
At this stage, it is still uncertain whether MPS will proceed with
merging the two entities or keep Mediobanca as a separate
subsidiary. This uncertainty affects the clarity around integration
costs and potential future cost and revenue synergies.
Additionally, details regarding the combined group's funding plan
and the minimum requirements for loss absorbing facilities set by
authorities have not yet been communicated.
The rating actions therefore reflect the fundamental credit profile
of the combined group as well as Moody's assessments of the impact
on both entities' ratings based on the anticipated liability
structure under a combined resolution perimeter.
-- AFFIRMATION OF MPS' BASELINE CREDIT ASSESSMENT
The affirmation of MPS's BCA at ba1 considers the scale benefits of
creating Italy's third largest banking group, which would encompass
complementary activities, with established franchises in retail
banking, consumer finance, wealth management, as well as
commercial, corporate and investment banking, thereby diversifying
its revenue streams. The group intends to operate with a sound
Common Equity Tier 1 capital ratio of at least 16%, even while
distributing all future profits. While the group will continue to
display moderate asset risk, concentration risks mainly related to
Mediobanca's 13% holding in Assicurazioni Generali S.p.A (Generali,
A3 positive), will be mitigated by the increased scale of the
combined entity. However, it remains unclear whether MPS will keep
the investment in Generali. Selling such a large stake could
significantly affect the group's profitability unless offset by
equivalent revenue sources.
Nonetheless, the bank's BCA also reflects Moody's views that there
are significant execution risks related to such a transformational
acquisition. Mediobanca's assets account for 45% of the combined
entity and have historically operated under a different business
model than MPS. The requirements for the commercial,
organizational, and operational combination of Mediobanca are
unprecedented for MPS' management. Furthermore, MPS has yet to
release a business plan detailing the integration process or
addressing potential changes in scope. These strategic execution
and operational risks are reflected in a one-notch negative
adjustment for corporate behavior.
As a result, under Moody's environmental, social and governance
(ESG) framework, Moody's continues to reflect the execution risks
and demands placed on MPS' management, resulting in an unchanged
governance issuer profile score (IPS) of G-4 and an ESG credit
impact score of CIS-4, indicating the material impact of elevated
governance risks on the current ratings.
-- DOWNGRADE OF MEDIOBANCA'S BCA AND ADJUSTED BCA
The downgrade of Mediobanca's BCA and Adjusted BCA to ba1 from baa3
is due to the bank's association with its new parent, MPS. Any
event risk or confidence-related issues at MPS could similarly
affect Mediobanca which Moody's assumes will be subject to a group
wide resolution approach under an adverse scenario. Consequently,
Moody's considers the default probability of Mediobanca essentially
indistinguishable from the default probability of the wider MPS
group such that the BCA and Adjusted BCA of both entities are now
at the same level.
Separately, Mediobanca's BCA now also includes a one-notch negative
qualitative adjustment, reflecting the potential risks of
operational and commercial disruption as the bank reorganizes key
business areas during the integration into the consolidated group
and as new management takes over. Additionally, Moody's adjustments
considers the challenges associated with managing the franchise and
potential client attrition during that process.
Reflecting the aforementioned, Moody's have lowered Mediobanca's
governance IPS to G-4 from G-2 under Moody's ESG framework.
However, the bank's credit impact score remains unchanged at CIS-2
reflecting the limited impact of Mediobanca's standalone ESG risks
on its ratings, given its progressive integration into MPS group
which will provide group support for the bank in case of need.
-- UPGRADE OF MPS' LT DEPOSIT AND SENIOR UNSECURED DEBT RATINGS
While the resolution approach for the enlarged group has yet to be
determined by authorities, Moody's are assuming that a single point
of entry (SPE) approach is the most likely resolution approach to
be adopted. As a result, Moody's are reflecting the future domestic
group resolution perimeter under a combined liability scenario in
Moody's Advanced Loss Given Failure (LGF) analysis.
As a result, the one-notch upgrade of MPS's LT deposit ratings to
Baa1 and its senior unsecured debt ratings to Baa3 as well as its
Other Short Term ratings to (P)Prime-3 reflect the affirmation of
the bank's ba1 BCA and the results of Moody's Advanced LGF analysis
for the combined group.
Consequently, MPS's LT deposit ratings now benefit from a
three-notch uplift from the bank's BCA, while the senior unsecured
debt rating receives a one-notch rating uplift, compared to the
previous two-notch and no uplift, respectively. The main reason for
this improvement is the enhanced protection for junior depositors
and senior unsecured debt holders provided by Mediobanca's
relatively larger volume of subordinated debt instruments.
In the context of a combined entity, Moody's assesses the
likelihood of government support for MPS's junior depositors and
senior unsecured bondholders to remain low leading to no additional
rating uplift.
-- AFFIRMATION OF MEDIOBANCA'S LT DEPOSIT RATINGS AND DOWNGRADES
OF ITS LT ISSUER RATINGS AND SENIOR UNSECURED DEBT RATINGS
Applying the same combined resolution approach to Mediobanca's
ratings under Moody's Advanced LGF analysis, its Baa1 LT deposit
ratings have been affirmed, reflecting the downgrade of the bank's
BCA to ba1 and three notches of uplift from the bank's BCA.
The two-notch downgrade of Mediobanca's LT issuer ratings and
senior unsecured debt ratings to Baa3 results from the downgrade of
the bank's BCA to ba1 and the reduced protection for these
instruments in the combined liability structure following the MPS
acquisition. Moody's Advanced LGF analysis now leads to a one-notch
uplift, down from two notches previously when Mediobanca LGF was
evaluated on a standalone basis. This is due to MPS having fewer
subordinated and senior unsecured instruments.
In the context of a combined entity, Moody's assesses the
likelihood of government support for Mediobanca junior depositors
and senior unsecured bondholders to remain low leading to no
additional rating uplift.
OUTLOOKS
While the outlooks on both entities' long-term deposit, issuer and
senior unsecured debt ratings, where applicable, are now the same,
there are varying drivers for deposits and senior unsecured or LT
issuer ratings as follows:
-- The positive outlooks on MPS and Mediobanca's LT deposit
ratings indicate Moody's expectations that MPS's improved financial
performance will continue as it integrates with Mediobanca,
assuming there are no significant disruptions. Moody's expects the
combined group to enhance asset quality, maintain strong capital
levels, and demonstrate solid recurring profitability along with
stable funding and liquidity buffers.
-- Additionally, these outlooks consider the positive view on
Italy's sovereign debt rating, which is currently at Baa3, whereby
upward pressure on the banks' deposit ratings following a sovereign
upgrade would require an upgrade of the banks' BCA. An isolated
upgrade of the sovereign rating would not lead to upward pressure
on the banks' deposit ratings.
-- The positive outlooks on MPS and Mediobanca's senior unsecured
debt or LT issuer ratings, where applicable, reflect Moody's
expectations of successful combination between the two entities and
the likelihood of reduced losses in a resolution scenario, assuming
the combined entity continues to hold more loss-absorbing debt than
MPS would on its own.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
MPS and Mediobanca Baa1 LT deposit ratings could be upgraded if
both the combined entities' BCAs and Italy's Baa3 government rating
are upgraded. This is because LT ratings cannot exceed domestic
sovereign ratings by more than two notches as per Moody's Banks
methodology.
MPS's combined BCA could be upgraded if the new group shows
progress in the successful integration of Mediobanca while
sustaining good financial results. An updated business plan,
including a funding plan after the Mediobanca acquisition, could
serve as a key milestone. However, under such scenario, it is
unlikely that Moody's will remove the negative corporate behavior
adjustments in the bank's BCAs in the next 12 to 18 months, as
Moody's expects risks associated with the acquisition of Mediobanca
to extend beyond that period, considering the materiality and the
nature of this unsolicited takeover.
MPS and Mediobanca's LT issuer and senior unsecured debt ratings,
where applicable, may be upgraded if the combined entity's BCA is
upgraded.
These instruments may also be upgraded if MPS group issues more
loss absorbing debt instruments, which would enhance protection for
senior unsecured bondholders by increasing either the total amount
or the subordination buffer.
A downgrade of MPS and Mediobanca's ratings and assessments is
unlikely given the positive outlooks on the LT deposit, and senior
unsecured debt ratings. However, if significant execution risks
related to the acquisition arise in the short term and negatively
impact their solvency or liquidity more than expected, downward
ratings pressure could develop.
Another factor for a potential downgrade includes any intention in
future funding plan for the combined entity to materially reduce
loss-absorbing capacity of liabilities instruments.
LIST OF AFFECTED RATINGS
Issuer: Mediobanca S.p.A.
Downgrades:
LT Issuer Rating (Foreign Currency), Downgraded to Baa3 POS from
Baa1 STA
LT Issuer Rating (Local Currency), Downgraded to Baa3 POS from
Baa1 STA
Baseline Credit Assessment, Downgraded to ba1 from baa3
Adjusted Baseline Credit Assessment, Downgraded to ba1 from baa3
Senior Unsecured (Foreign Currency), Downgraded to Baa3 POS from
Baa1 STA
Senior Unsecured (Local Currency), Downgraded to Baa3 POS from
Baa1 STA
Senior Unsecured Medium-Term Note Program (Foreign Currency),
Downgraded to (P)Baa3 from (P)Baa1
Senior Unsecured Medium-Term Note Program (Local Currency),
Downgraded to (P)Baa3 from (P)Baa1
Junior Senior Unsecured (Local Currency), Downgraded to Ba1 from
Baa3
Junior Senior Unsecured Medium-Term Note Program (Foreign
Currency), Downgraded to (P)Ba1 from (P)Baa3
Junior Senior Unsecured Medium-Term Note Program (Local Currency),
Downgraded to (P)Ba1 from (P)Baa3
Subordinate (Local Currency), Downgraded to Ba2 from Ba1
Subordinate Medium-Term Note Program (Foreign Currency),
Downgraded to (P)Ba2 from (P)Ba1
Subordinate Medium-Term Note Program (Local Currency), Downgraded
to (P)Ba2 from (P)Ba1
Commercial Paper (Local Currency), Downgraded to P-3 from P-2
Other Short Term (Foreign Currency), Downgraded to (P)P-3 from
(P)P-2
Other Short Term (Local Currency), Downgraded to (P)P-3 from
(P)P-2
Affirmations:
LT Counterparty Risk Rating (Foreign Currency), Affirmed Baa1
LT Counterparty Risk Rating (Local Currency), Affirmed Baa1
ST Counterparty Risk Rating (Foreign Currency), Affirmed P-2
ST Counterparty Risk Rating (Local Currency), Affirmed P-2
LT Bank Deposits (Foreign Currency), Affirmed Baa1 POS
LT Bank Deposits (Local Currency), Affirmed Baa1 POS
ST Bank Deposits (Foreign Currency), Affirmed P-2
ST Bank Deposits (Local Currency), Affirmed P-2
LT Counterparty Risk Assessment, Affirmed Baa2(cr)
ST Counterparty Risk Assessment, Affirmed P-2(cr)
Outlook Actions:
Outlook, Changed To Positive From Positive(m)
Issuer: Mediobanca International (Luxembourg) SA
Downgrades:
Backed Senior Unsecured (Foreign Currency), Downgraded to Baa3 POS
from Baa1 STA
Backed Senior Unsecured (Local Currency), Downgraded to Baa3 POS
from Baa1 STA
Backed Senior Unsecured Medium-Term Note Program (Foreign
Currency), Downgraded to (P)Baa3 from (P)Baa1
Backed Senior Unsecured Medium-Term Note Program (Local Currency),
Downgraded to (P)Baa3 from (P)Baa1
Backed Commercial Paper (Local Currency), Downgraded to P-3 from
P-2
Backed Other Short Term (Foreign Currency), Downgraded to (P)P-3
from (P)P-2
Backed Other Short Term (Local Currency), Downgraded to (P)P-3
from (P)P-2
Outlook Actions:
Outlook, Changed To Positive From Stable
Issuer: Banca Monte dei Paschi di Siena S.p.A.
Upgrades:
LT Bank Deposits (Foreign Currency), Upgraded to Baa1 POS from
Baa2 POS
LT Bank Deposits (Local Currency), Upgraded to Baa1 POS from Baa2
POS
Senior Unsecured (Local Currency), Upgraded to Baa3 POS from Ba1
POS
Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Baa3 from (P)Ba1
Other Short Term (Local Currency), Upgraded to (P)P-3 from (P)NP
Affirmations:
LT Counterparty Risk Rating (Foreign Currency), Affirmed Baa1
LT Counterparty Risk Rating (Local Currency), Affirmed Baa1
ST Counterparty Risk Rating (Foreign Currency), Affirmed P-2
ST Counterparty Risk Rating (Local Currency), Affirmed P-2
ST Bank Deposits (Foreign Currency), Affirmed P-2
ST Bank Deposits (Local Currency), Affirmed P-2
LT Counterparty Risk Assessment, Affirmed Baa2(cr)
ST Counterparty Risk Assessment, Affirmed P-2(cr)
Baseline Credit Assessment, Affirmed ba1
Adjusted Baseline Credit Assessment, Affirmed ba1
Junior Senior Unsecured Medium-Term Note Program (Foreign
Currency), Affirmed (P)Ba1
Junior Senior Unsecured Medium-Term Note Program (Local Currency),
Affirmed (P)Ba1
Subordinate (Local Currency), Affirmed Ba2
Subordinate Medium-Term Note Program (Local Currency), Affirmed
(P)Ba2
Outlook Actions:
Outlook, Remains Positive
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
MPS and Mediobanca's standalone Baseline Credit Assessment of ba1
is set four and three notches below their initial "Financial
Profile" scores of a3 and baa1, respectively. This is reflecting
Moody's proforma assessment of the combined group's financial
fundamentals, combined with the incorporation of Moody's
qualitatives assessment of execution risks due to the acquisition
of Mediobanca.
SANAC SPA: Deadline for Expressions of Interest Set for Jan. 9
--------------------------------------------------------------
Alessandro Danovi, Daniela Savi and Francesco Di Ciommo, the
Official Receivers of SANAC S.p.A., a company admitted to the
extraordinary administration procedure pursuant to Article 3,
paragraph 3 of Decree Law 347/2003 converted with amendments into
Law 39/2004, engaged in the extraction, production and marketing of
raw materials and refractory materials, invite to submit
expressions of interest for the purchase of the businesses owned by
the company.
Expressions of interest must be must be submitted by and no later
SPM CET of January 9, 2026, to the certified e-mail address
sanac@ilvapec.com, along with the delivery message marked
"Manifestazione di interesse - Project Stone 2025" (Expression of
Interest — Project Stone 2025) or, alternatively, in a sealed
envelope marked "Manifestazione di interesse - Project Stone 2025"
(Expression of Interest - Project Stone 2025) and the
identification of the submitting party, at the offices of Notary
Mario De Angelis, Via Magna Grecia, n. 13 - 00183 Rome.
As for requirements of eligible parties allowed to express
interest, content of the expressions of interest, description of
the procedures for requesting information and clarifications as
well as further provisions, reference should be made to the full
text of the call for expressions of interest published on the
websites www.gruppoilvainas.it and www.sanac.com
===========
L A T V I A
===========
SC CITADELE BANKA: Moody's Rates New Add'l. Tier 1 Notes 'Ba3(hyb)'
-------------------------------------------------------------------
Moody's Ratings has assigned a Ba3(hyb) local-currency preferred
stock non-cumulative rating to the Additional Tier 1 (AT1) notes
being issued by SC Citadele Banka (Citadele Banka). At the same
time, Moody's have upgraded the bank's senior unsecured rating to
Baa1 from Baa2. The outlook on the senior unsecured rating remains
stable.
This rating action follows Citadele Banka's announcement on October
02, 2025 that it plans to issue AT1 notes.
All other ratings and rating assessments for Citadele Banka are
unaffected by the rating action.
RATINGS RATIONALE
-- ASSIGNMENT OF FIRST-TIME AT1 RATING
The Ba3(hyb) preferred stock non-cumulative rating reflects
Citadele Banka's standalone creditworthiness, as expressed in its
baa3 Baseline Credit Assessment (BCA); high loss given failure of
these notes, given the relatively low cushion available for
absorbing losses, which results in a one-notch adjustment below the
BCA; and an additional two-notches adjustment reflecting coupon
features. Low probability of support coming from the Government of
Latvia (A3 stable) does not result in any uplift to the rating.
In particular, in line with most AT1 notes issued by European
banks, the principal and any accrued but unpaid distributions on
these capital securities would be written down, partially or in
full, if at any time the Common Equity Tier 1 (CET1) ratio of the
bank is less than 5.125% or upon the occurrence of a non-viability
event. In addition, Citadele Banka, as a going concern, may choose
not to pay the interest on these securities on a non-cumulative
basis. As such, the interest payments on these capital securities
are fully discretionary. These securities are senior to common
shareholders but junior to all depositors, general creditors,
senior unsecured debt and subordinated debt holders.
The bank's baa3 BCA reflects its solid asset quality, underpinned
by its diversified lending to retail clients and SMEs in the Baltic
countries, as well as its high capitalisation and a strong deposit
franchise in Latvia and Lithuania, despite some risks from volatile
SME deposits.
-- UPGRADE OF SENIOR UNSECURED RATING
The upgrade of the bank's senior unsecured debt rating reflects
Moody's views that the increased volume of loss-absorbing
securities provided by the proposed AT1 securities would reduce the
loss severity for senior unsecured debtholders in a resolution
scenario. Moody's believes that senior unsecured bondholders would
now face very low loss-given failure, resulting in a two-notch
uplift from the bank's baa3 BCA, as indicated by Moody's Advanced
Loss Given Failure (LGF) analysis, from low loss-given failure and
a one-notch uplift previously. The low government support
assumptions remain unchanged, resulting in no additional uplift to
the rating.
OUTLOOK
The stable outlook on the senior unsecured rating reflects Moody's
expectations that despite a slight increase in asset risks, problem
loans will remain at low levels. Capitalisation will remain strong
even as the bank maintains robust lending growth. Furthermore,
profitability will remain at healthy levels even as margins
decline, and as the bank faces higher taxes in its operating
markets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings on the AT1 and senior unsecured debt could be upgraded
following an upgrade of the BCA. The BCA could be upgraded
following a reduction of problem loans below 2%, alongside a
tangible common equity/risk-weighted assets (TCE/RWA) of above 18%,
and a net income above 1.5% of tangible assets over a sustained
period. The senior unsecured debt rating could also be upgraded if
there is a material increase in the volume of junior securities.
The ratings on the AT1 and senior unsecured debt could be
downgraded following a downgrade of the BCA. The BCA could be
downgraded if the asset quality, capitalisation or profitability
deteriorate, or if the bank is not able to access capital markets
to refinance its outstanding debt. The senior unsecured debt rating
could also be downgraded if the volume of loss absorbing
liabilities decline.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
Citadele Banka's "Assigned BCA" of baa3 is set four notches below
the "Financial Profile" initial score of a2, reflecting its
exposure in lending and deposits to higher-risk and potentially
more volatile corporate segments, alongside an anticipated modest
deterioration in capital and liquidity metrics. It also
incorporates Moody's views of elevated governance risks stemming
from potential strategic shifts.
===================
L U X E M B O U R G
===================
LUX VELVET: Moody's Downgrades CFR to B3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings has downgraded Lux Velvet Holding S.a r.l.'s
(Axilone's) long-term corporate family rating to B3 from B2 and its
probability of default rating to B3-PD from B2-PD. Axilone is a
supplier of premium packaging for lipsticks, fragrances and
skincare products.
Concurrently, Moody's have downgraded to B3 from B2 the ratings on
the EUR327 million senior secured term loan B2 and on the $23
million backed senior secured term loan B2 both due January 2028
and borrowed by Axilone and Axilone Holding USA, Inc. respectively,
and on the EUR45 million senior secured multicurrency revolving
credit facility (RCF) due July 2027 borrowed by Axilone. The
outlook on both entities has been changed to stable from negative.
"The downgrade reflects the persistent difficult market conditions
that will prevent the company to improve its credit metrics to
levels consistent with the previous B2 rating over the next 12 to
18 months," says Donatella Maso, a Moody's Ratings Vice President
– Senior Credit Officer and lead analyst for Axilone.
RATINGS RATIONALE
Soft consumer demand across all Axilone's product categories, a
cautious stance from major beauty companies following the
implementation of US tariffs, and unfavorable foreign exchange
movements have continued to hamper the company's operating
performance. During the first eight months of 2025, Axilone
reported broadly flat revenue and EBITDA year over year. As a
result, Moody's-adjusted gross leverage remained high at around
6.8x, in line with year-end 2024 levels.
Moody's expects these challenging market conditions to persist
through the remainder of 2025, as the impact from tariffs will be
more visible, with significant uncertainty thereafter regarding the
timing and pace of recovery in demand for premium cosmetic and
beauty packaging, particularly in Asia. This high degree of
uncertainty will likely prevent Axilone from improving its credit
metrics to levels more consistent with its previous B2 rating over
the next 12 to 18 months.
The stable outlook reflects Moody's assumptions of a gradual
recovery in volumes and EBITDA growth in 2026, leading to a
reduction in leverage below 6.0x by 2027. Moody's also anticipate
that free cash flow, which turned negative in fiscal 2024, will
become marginally positive, supported by lower capital expenditures
as the company nears completion of its expansion projects in
Spain.
Axilone's B3 rating continues to reflect the focused and
discretionary nature of the company's product offering, limited to
premium packaging for lipsticks, fragrances and skin care products;
its relatively small scale compared with its concentrated blue-chip
customer base; the exposure to a competitive and cyclical
end-market reliant on new launches with relatively short product
life cycles; the company's currency exposure given that a large
portion of its revenue is generated in US dollars, while a
significant part of its production is based in China and the
reporting currency is the Euro; and the lack of contractual
pass-through mechanisms for raw material price changes, despite the
company's good track record of mitigating raw material price
volatility.
Axilone's B3 rating remains supported by its Moody's-adjusted
EBITDA margin, which is higher than of its peers because of the
company's cost-competitive, comprehensive and integrated production
capabilities in China, and its focus on premium brands and
products. The rating positively reflects the company's broad
revenue footprint across Europe, the US and Asia; and the
diversification, although marginal, into skin care and local Asian
brands.
LIQUIDITY
Axilone's liquidity is adequate as it is underpinned by
approximately EUR64 million of cash on balance sheet as of August
31, 2025; EUR41 million availability under its EUR45 million senior
secured RCF due July 2027; and no significant debt maturity until
January 2028 when the term loan is due. The company has also an
access to EUR15 million non-recourse factoring program, but
uncommitted in nature. These sources of liquidity, together with
funds from operations of EUR23-27 million per annum are deemed
sufficient to cover its basic cash flow needs including working
capital as well as maintenance and expansion capital expenditures.
The RCF has one springing financial covenant (net senior secured
leverage ratio), set at 9.8x, to be tested on a quarterly basis
when the RCF is drawn by more than 40%, for which Moody's expects
the company to maintain an ample buffer.
STRUCTURAL CONSIDERATIONS
The B3 instrument ratings on the debt facilities are in line with
the CFR, because they represent the majority of the debt capital
structure. Guarantors represent at least 80% of consolidated EBITDA
and the security package is weak, comprising mainly of share
pledges. The capital structure includes a c. EUR282 million
shareholders loan (including accrued interests) which matures in
July 2028 that benefits from equity credit treatment.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects Moody's expectations that Axilone will
gradually resume growth from 2026, supporting deleveraging to below
6.5x, improving free cash flow (FCF) generation, and maintaining an
adequate liquidity profile. The stable outlook incorporates Moody's
assumptions that Axilone will not embark on significant debt-funded
acquisitions or shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Axilone's ratings if its operating
performance recovers on a sustainable basis. An upgrade could be
considered if the company reduces its Moody's-adjusted debt/EBITDA
sustainably below 5.5x; its Moody's-adjusted FCF/debt ratio remains
positive; and it maintains a satisfactory liquidity profile.
Moody's could downgrade Axilone's ratings if its operating
performance continues to deteriorate, for example from customer or
brand losses; its Moody's-adjusted debt/EBITDA leverage remains
sustainably above 6.5x; its Moody's-adjusted EBITDA/interest
expense remains below 2.0x; its Moody's-adjusted FCF stays
negative; or liquidity concerns arise.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
April 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Axilone is a supplier of premium packaging for lipsticks,
fragrances and skincare products. The company is owned by Trustar
Capital Partners, the private equity affiliate of the Chinese CITIC
Group Corporation (A3 stable), since 2018.
PRIO LUXEMBOURG: Fitch Rates New Unsecured Notes Due 2030 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/Rating Watch Positive (RWP) to
PRIO Luxembourg Holding S.A.R.L's (PRIO Lux; Issuer Default Rating
(IDR) BB/RWP) proposed issuance of senior unsecured notes due 2030.
The proceeds will be primarily used for the repurchase of the
secured notes due 2026. The issuance is guaranteed by the parent
company, PRIO S.A. (PRIO; IDRs BB/RWP).
Fitch equalizes the IDRs of PRIO Lux with that of PRIO, given the
guarantees provided by the parent company to all its debt. The IDR
reflects PRIO's moderate scale, high operational efficiencies, and
expected positive FCFs that will allow a deleveraging trend after
completion of planned acquisitions. The Positive Watch is tied to
the potential acquisition of a 60% stake in the Peregrino and
Pitangola fields, which significantly adds to the company's scale,
and should be solved once the transaction is completed, which may
take over six months.
Key Rating Drivers
Scale Benefits: The Peregrino acquisition increases PRIO's proven
reserves (1P) by 21% to 872 million barrels of oil equivalent (boe)
and its 1P production by 53% to 168 thousand boe/day (pro forma),
which are consistent with a 'BB+' IDR. Production is expected to
reach 107 kboe/d in 2025, or 161 kboe/d pro forma, assuming
incorporation of 40% of Peregrino in 2025. Production is expected
to grow towards 198 kboe/d in 2026 with the remaining 20% stake in
Peregrino and the ramp-up of Wahoo.
The Wahoo startup, expected in 2026, along with strong growth from
Albacora Leste, should more than offset Frade's depletion (around
14% per year). Projections consider all four wells of Wahoo
becoming operational by March 2026, adding around 35 kboe/d over a
full year. Production from Wahoo depends on the approval of the
license to install the pipelines connecting its production to
Frade's floating-production storage and offloading (FPSO) unit.
PRIO's track record mitigates the increasing execution risks as the
company advances on ultradeep waters in Albacora Leste, whose
contribution will decline to 15% of the output estimated through
2027 after the Peregrino acquisition, from 30% in 2024.
Price Resilience: PRIO's high operational efficiency makes it
resilient to oil price volatility, despite the negative impact from
the Peregrino acquisition on pricing and lifting cost. In a
scenario of low prices and significant cuts to investment and
production, Fitch estimates that PRIO's net leverage would remain
below 3.0x, considering Brent oil prices at USD50/barrel. PRIO's
robust reserve base, ownership of its production vessels, and
direct operation of its fields provide high flexibility to adjust
investments according to market cycles.
The average discount to Brent should increase to USD5.7/boe in 2025
and USD6.5/boe after, from USD3.0/boe in 2024, reflecting the lower
quality of Peregrino's oil. The acquisition also drives up lifting
cost, estimated at USD14/boe in 2025 and USD10/boe in 2026 from
USD9/boe in 2024. The Wahoo-Frade tieback and increased production
from Albacora Leste field should partially offset the impact of the
acquisition on efficiency.
Quick Deleveraging: The acquisition and a potential six-week
interruption in Peregrino should temporarily pressure PRIO's credit
metrics. Net leverage should rise to 3.1x in 2025 (or 2.2x pro
forma), up from 2.0x in June 2025, but is expected to fall to 1.4x
in 2026 and 0.9x in 2027. Fitch's base case assumes Brent at
USD65/bbl from 2025 to 2027 and dividend distribution starting in
2026. It also considers additional payments for the Peregrino
acquisition of USD1.5 billion at YE 2025 (40% stake) and USD580
million in 2026 (20%), after price adjustments that include some
impact from the interruption.
Positive FCFs: Fitch forecasts EBITDA of BRL8.3 billion in 2025
(BRL11.3 billion pro forma) and BRL16.8 billion in 2026. From 2025
to 2027, PRIO should generate EBITDA close to USD40/boe, compared
to USD55/boe in 2024. Lower capex as of 2027 should allow higher
dividends. Fitch expects a 25% payout in 2025 and 50% after. FCF
will reduce in 2025 and significantly increase in the following
years, averaging BRL4.7 billion over 2025-2027, after annual capex
and dividends averaging BRL3.1 billion and BRL1.9 billion,
respectively. Peregrino field should add marginal incremental
capex, although it offers lower growth potential compared to
previous acquisitions.
Peer Analysis
PRIO's high profitability is a key differentiation factor relative
to its Brazilian peer Brava Energia S.A. (Brava, IDR BB-/Stable)
and to North American oil-weighted producers in the onshore Permian
basin (Texas/New Mexico), such as Matador Resources Company
(Matador, IDR BB/Stable) and SM Energy Company, L.P. (SM; IDR
BB/Stable). Over 2025-2027, Fitch estimates PRIO will generate
pre-dividends cash flow of USD17/boe, above the estimates for Brava
(USD11/boe) and for the American peers (around USD6/boe).
The Peregrino acquisition positions PRIO in the 'bbb' production
range (175 to 700 kboe/d), on a sustainable basis, although its 1P
reserves are still in the 'bb' category. Its estimated 1P
production averages 170kbbl/d over 2025-2027, above the
expectations for Brava (100kboe/d). Brava's asset base is larger
and more diversified, with operations in six basins, both onshore
and offshore, but its lower profitability makes it less resilient
to market volatility than PRIO. Fitch projects PRIO's half-cycle
costs of USD22/boe in 2025 and around USD15/boe in 2026-2027, which
is below the USD26/boe average projected for Brava over 2025-2027.
Matador and SM have slightly higher scale compared to PRIO, with 1P
production close to 200kboe/d over 2025-2027. They are slightly
more efficient on opex but significantly less efficient on capex.
PRIO's 1P reserve life also compares favorably with its American
peers. Fitch estimates an average seven-to-nine-year range through
2026 for Matador and SM, and 13 years for PRIO.
PRIO and Brava have weaker financial profile compared to the
American peers. Brava's net leverage is quickly reducing from 4.2x
in 2024 and 2.7x in June 2025 towards 1.7x in 2025 and 2026, while
PRIO`s should increase to 3.1x in 2025 (or 2.2x pro forma), after
the payment for 40% of Peregrino, and reduce to 1.4x in 2026. For
Matador and SM, this ratio should be close to 1.3x over 2025-2026.
Key Assumptions
- Average Brent price of USD65/bbl from 2025 to 2027;
- First oil extraction from Wahoo in 1Q26;
- Average daily production of 103 kboe/d (150 kboe/d pro forma);
198 kboe/d; 209 kboe/d; and 208 kboe/d, respectively, from
2025 to 2028;
- Oil sales at an average discount to Brent of USD5.7/bbl in
2025 and around USD6.5/bbl over 2026-2028;
- Lifting cost of USD14/boe in 2025 and around USD10/boe in
2026-2027;
- Annual capex of around BRL3.1 billion in 2025-2027;
- Dividend payout ratio of 25% of net income as of 2026.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- The Rating Watch Positive will be removed if the acquisition is
not
successfully completed.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The IDRs will be upgraded upon the closing of the acquisition.
Liquidity and Debt Structure
Fitch believes PRIO is fully funded to pay for the 40% stake of
Peregrino after raising BRL7.7 billion up to August 2025 from banks
(BRL3.5 billion, net) and capital markets (BRL4.2 billion). PRIO
refinanced most of the bank loans due 2026 and should also
refinance most of the USD600 million secured notes due 2026 with
the proceeds from Prio Lux's proposed issuance. Based on Fitch`s
projections, PRIO still needs to raise BRL3.4 billion in 2026 to
pay for the 60% stake of Peregrino, roll over debt, and maintain
robust liquidity of around BRL1.5 billion. PRIO's comfortable
reserve life and high operational efficiency should continue to
support strong access to domestic and international markets to roll
over debt, despite the recent increase in oil price volatility.
In June 2025, PRIO's total debt of BRL20.4 billion was comprised of
bank loans (48%), debentures (33%), secured notes due 2026 (16%),
and currency swaps (3%). Cash balance was BRL4.8 billion, compared
to short-term debt of BRL3.5 billion, but the company still needs
to manage BRL14.4 billion in debt maturing in 2026-2028, after the
rollovers carried out in 1H 25.
Issuer Profile
PRIO is a Brazilian oil and gas producer, focused on operating and
developing mature offshore fields. PRIO Forte is its most important
subsidiary and Prio Lux is a funding vehicle that incorporates
trading activities. PRIO has no controlling shareholder.
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
PRIO Luxembourg Holding S.A.R.L has an ESG Relevance Score of '4'
for Group Structure due to {DESCRIPTION OF ISSUE/RATIONALE}, which
has a negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
PRIO Luxembourg Holding S.A.R.L has an ESG Relevance Score of '4'
for Governance Structure due to {DESCRIPTION OF ISSUE/RATIONALE},
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
PRIO Luxembourg
Holding S.A.R.L
senior unsecured LT BB New Rating
PRIO LUXEMBOURG: Moody's Rates New Senior Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to the proposed benchmark
size Backed Senior Unsecured Notes to be issued by PRIO Luxembourg
Holding S.a.r.l. and unconditionally guaranteed by PRIO S.A.
("PRIO" Ba3 positive). PRIO's Ba3 corporate family rating, the Ba3
rating on PRIO Luxembourg Holding S.a.r.l. ("PetroLux") $600
million backed senior secured notes due 2026 and positive outlook
remain unchanged.
The proposed issuance is part of PRIO's liability management
strategy and proceeds will be used to fund a tender offer for any
and all of PRIO's outstanding senior secured notes due 2026, thus
not affecting the company's debt protection metrics.
The rating of the proposed notes assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by us to date and assume that these
agreements are legally valid, binding and enforceable.
RATINGS RATIONALE
PRIO's Ba3 ratings reflect the company's high operating efficiency
and cash generation, which supports low debt leverage and good
interest coverage ratios. The rating is also supported by PRIO's
high capital spending flexibility, favorable regulatory
environment, and the fact that the company's capital is listed on
the Brazilian stock exchange, which strengthens its corporate
governance. The Ba3 rating also reflects the increase in the
company's production and proved developed reserve size after the
acquisition of the Albacora Leste and Peregrino fields.
The ratings are primarily constrained by PRIO's still-small asset
base and size of crude oil production compared with those of peers,
its high operating risk because of geographic concentration and the
mature nature of its oil and gas assets, and the company's
dependence on acquisitions of oil and gas assets to increase
production levels sustainably and maintain the reserve level.
The company's current lifting costs of $13.8/bbl, full cycle costs
of $25-30/bbl and breakeven costs of $20-25/bbl already compares
favorably with offshore and onshore producers, and Moody's expects
additional cost reduction as the company starts operations in Wahoo
in 2026 and starts operating the Peregrino Field. Wahoo will have
very low lifting costs because it will be operated by the same
facilities such as FPSOs used for Frade. The low cost structure
provides PRIO with flexibility to withstand commodity price
volatility and continue generating positive free cash flow to meet
debt maturities even under adverse scenarios.
In early 2025, PRIO announced the signing of an agreement to
acquire the remaining 60% of Peregrino, an oil and gas producing
field from Equinor for approximately $3.5 billion subject to usual
price adjustments, including the retrospective cash generation of
the asset since January 2024. In December 2024, PRIO acquired 40%
of the asset for $1.9 billion. The field produces around 98kboed of
oil and is located near PRIO's Polvo and Tubarão Martelo cluster.
Upon closing, Peregrino's will be fully owned and operated by PRIO.
With this acquisition, PRIO will add over 57kboed of oil production
and around 180Mbbl in 1P+1C reserves, an increase of about 52% and
24%, from May 2025 levels, respectively. The deal is subject to
precedent conditions, such as the approval by the Brazilian oil and
gas regulator and IBAMA. On August 2025, Brazil's National Agency
of Petroleum (ANP) halted operations at the Peregrino field, which
contributes with approximately 39.2 kboed to PRIO's total
production (around 39%). Equinor will make the necessary
adjustments to comply with ANP's requirements, and PRIO could
potentially receive some indemnification on the acquisition price
of the remaining 60% stake.
The acquisition value will be of around $3.5 billion and PRIO will
likely pay 40% until the end of 2025 and the remaining 20% until
mid-2026 with the usual price adjustments. Moody's expects PRIO to
raise up to $2 billion in new debt to fund the acquisition, most of
which has been already raised until the end of Q3 2025. Pro forma
to the new debt and acquisition payment, PRIO's Moody's-adjusted
leverage will peak at around 3.5x (without the pro forma EBITDA of
Peregrino and including leases), up from 3.0x in the twelve months
ended June 2025, but Moody's estimates leverage will decline to
about 1.5x through 2026 when the company benefits from the
additional EBITDA of Peregrino. Net leverage ratios will remain
more comfortable at the peak of 2.3x upon the closing of the
acquisition, gradually declining to 0.8x in 2026. PRIO expects to
extract synergies from the fields, namely reduced costs based on
operational and logistics synergies between Peregrino and PRIO's
current fields.
PRIO has extremely low leverage ratios, with total Moody's adjusted
debt/EBITDA of 3.0x in the twelve months ended June 2025 RCF/debt
of 34.2% and interest coverage (EBITDA/interest) of 5.0x in the
same period. Moody's expects PRIO's metrics to return to
pre-acquisition levels through 2026, assuming Moody's price
estimate of $55-75/bbl for Brent. All of PRIO's producing fields
are mature and have high annual production decline rates of close
to 10%.
LIQUIDITY
PRIO has good liquidity, with a cash position of $872 million at
the end of June 2025 and $625 million in debt coming due through
the end of 2026. With the Peregrino acquisition Moody's expects the
company to generate free cash flow cash of around $1.8 billion
through commodity cycles, more than enough to cover capital
spending of around $600 million per year, and the company to
maintain its conservative approach toward future M&A and dividend
distribution to preserve its liquidity.
The proposed transaction is part of PRIO's liability management
strategy and proceeds will be used for debt prepayment, including a
tender offer for PRIO's $600 million outstanding senior secured
notes due 2026, and for general corporate purposes, thus improving
liquidity while lengthening the company's debt amortization
schedule further. If PRIO is not able to fully tender or repurchase
its outstanding secured notes due 2026, Moody's would notch the
secured ratings relative to the unsecured ratings to reflect
different recoveries among debt classes and the priority of secured
creditors relative to unsecured creditors.
PRIO's next major refinancing needs are the secured notes due 2026
and bilateral loans, and the company has a number of funding
alternatives, such as access to capital markets, bilateral loans
and bank funding from the pre-sale of crude and factoring of
receivables. PRIO already raised new debentures in 2025 and Moody's
expects the company to refinance the bilateral loans it raised to
fund the acquisition. However, PRIO does not have committed credit
facilities.
RATING OUTLOOK
The positive outlook on PRIO's Ba3 rating reflects Moody's
expectations that the company's production will increase to above
150,000 boe/d after the acquisition of Peregrino and increase in
production in other fields, namely Wahoo in 2026. The outlook also
incorporates Moody's expectations that PRIO's credit metrics and
liquidity will return to pre-acquisition levels in the next 12-18
months and that the company will maintain adequate liquidity even
with potential volatility in oil prices.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
PRIO's Ba3 rating could be upgraded if the company (1) increases
production to levels approaching 150,000 boe/d; (2) increases its
production diversification; (3) sustains leveraged full-cycle
ratio, which measures an oil company's ability to generate cash
after operating, financial and reserve replacement costs,
consistently above 2.5x; (4) maintains E&P debt/proved developed
reserves below $7.0, and (5) maintains retained cash flow (cash
from operations before working capital requirements less dividends)
to total debt above 30%, all of which while maintaining an adequate
liquidity.
PRIO's Ba3 rating could be downgraded if (1) retained cash flow to
total debt declines below 25%, with limited prospects of a quick
turnaround; (2) if E&P debt/proved developed reserves remains above
$10.0, with limited prospects of a quick turnaround and (3) if
there is a deterioration of the company's liquidity profile.
COMPANY PROFILE
Founded in 2015 and headquartered in Rio de Janeiro, Brazil, PRIO
is an independent oil and gas production company focused on assets
located in the Campos basin. The company has operations in 5
offshore fields, and upon the closing of the Peregrino field
acquisition, will own 6 fields. In the twelve months ended June
2025, the company generated $2.5 billion in revenue with total
assets of $10.2 billion.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
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.
=====================
N E T H E R L A N D S
=====================
PB INTERNATIONAL: Fitch Affirms 'RD' IDR & Then Withdraws Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Indonesia-based garment manufacturer PT
Pan Brothers Tbk's Long-Term Issuer Default Rating (IDR) at 'RD'.
Fitch has also affirmed the rating on the USD171 million senior
unsecured notes due December 2025, issued by PB International B.V.,
at 'C' with a Recovery Rating of 'RR4'. Fitch has simultaneously
withdrawn the IDR and senior unsecured rating.
The affirmation reflects Pan Brothers' pending issuance of new
notes and mandatory convertible bonds (MCB) to arrive at the
capital structure specified as an outcome of its court-approved
restructuring. The ratings also reflect the continuation in Pan
Brothers' underlying operations. The company is also not winding up
or undergoing a liquidation procedure.
'RD' ratings indicate an issuer has experienced an uncured payment
default or debt distressed exchange on a bond, loan or other
material financial obligation but has not entered into bankruptcy
filings, administration, receivership, liquidation or other formal
winding-up procedures and has not otherwise ceased business.
Fitch has withdrawn the IDR and senior unsecured rating for
commercial reasons.
Key Rating Drivers
Pending Note, MCB Issuance: Pan Brothers has restructured part of
its USD337 million of debt, in accordance with the composition plan
approved by the Indonesian court and effective on 3 January 2025.
It is in the process of issuing new notes and MCBs to complete the
restructuring process. The company has up to 18 months from the
effective date to issue the new notes and MCB, based on the court
ruling.
Extended Debt Maturity, Lower Interest: Upon the completion of the
restructuring, including the new notes and MCB issuance, Pan
Brothers' debt maturity will be extended to 11-15 years, with the
interest rate declining to 1%-2%. The first debt repayment will
occur in 2029. This allows time for the company to restructure its
operations.
Declining Revenue: Fitch estimates revenue to decline by 15% in
2025 (2024: -45%) on weaker customer demand and limited working
capital. The company currently has only one letter of credit
facility. However, Fitch expects revenue to start recovering in
2026. Fitch forecasts the gross margin will be around 8% in
2025-2026 due to rising wage pressure and lower revenue, which will
lead to an EBITDA margin of 1%-3%.
Constrained Working Capital: Pan Brothers has high working-capital
requirements and limited access to new funding. It is relying on
existing bank lines and its limited cash balance to fund
working-capital needs. Liquidity pressure is heightened, as Fitch
expects working capital to remain mildly negative while it has
annual maintenance capex requirements.
ESG - Management Strategy: Improvement in its cash generation is
dependent on Pan Brothers' strategy development and implementation
in terms of working-capital and debt-maturity management. Its debt
repayment and refinancing capacity relies on its ability to attract
new bank lenders beyond its previous and current lenders or find
alternative sources of funding.
Peer Analysis
The rating reflects Pan Brother's ongoing restructuring and the
pending issuance of new notes and MCB.
Key Assumptions
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- Revenue to drop by 15% in 2025 before 10% growth in 2026 as
demand recovers.
- EBITDA margin of 1%-3% in 2025-2026.
- Capex of around USD3 million in 2025 in the absence of capacity
expansion.
- No dividend payments in 2025-2026.
Recovery Analysis
The recovery analysis assumes that Pan Brothers would be
reorganised as a going-concern in bankruptcy rather than
liquidated. Fitch assumes a 10% administrative claim.
Going-Concern Approach
- The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation.
- Fitch estimates EBITDA at USD50 million to reflect industry
conditions and competitive dynamics.
- An enterprise value multiple of 5x EBITDA is applied to the
going-concern EBITDA to calculate a post-reorganisation enterprise
value. The multiple factors in Pan Brothers' customer quality and
stable demand.
- The going-concern enterprise value corresponds to a 'RR4'
Recovery Rating for the senior unsecured notes after adjusting for
administrative claims.
RATING SENSITIVITIES
Sensitivities for the international ratings are no longer relevant
because the ratings are withdrawn.
Liquidity and Debt Structure
Pan Brothers' liquidity remains constrained, with limited access to
funding. The company had USD9.4 million in available cash and no
known committed undrawn facilities at end-June 2025. It has only a
letter of credit facility from PT Bank UOB Indonesia
(AAA(idn)/Stable) and vendor financing to support its
working-capital needs.
Issuer Profile
Pan Brothers is one of Indonesia's largest garment manufacturers,
with Adidas and Uniqlo as its main customers. The company has a
production capacity of up to 111 million pieces a year, and exports
represented around 94% of total sales in 2024.
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
Pan Brothers has an ESG Relevance Score of '5' for Management
Strategy, due to the impact of its strategy development and
implementation in terms of working-capital management and funding.
This has a negative impact on the credit profile, and is highly
relevant to the rating, resulting in the weak liquidity position
and high refinancing risk that underpin the rating.
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.
Following withdrawal of the IDR for Pan Brothers, Fitch will no
longer be providing the associated ESG Relevance Scores.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
PT Pan Brothers Tbk LT IDR RD Affirmed RD
LT IDR WD Withdrawn
PB International
B.V.
senior unsecured LT C Affirmed RR4 C
senior unsecured LT WD Withdrawn
===========
P O L A N D
===========
GLOBE TRADE: Fitch Keeps 'B' LongTerm IDR on Watch Negative
-----------------------------------------------------------
Fitch Ratings has maintained Globe Trade Centre S.A.'s (GTC)
Long-Term Issuer Default Rating (IDR) and senior unsecured rating
of 'B' with a Recovery Rating of 'RR4' on Rating Watch Negative
(RWN).
Following the tender offer announcement and secured bond issue,
Fitch expects to rate GTC Finance DAC's new EUR455 million secured
bond due 2030 at 'B+'(EXP)/'RR3'. The assignment of the secured
bond's final rating is contingent on the successful refinancing,
issuance of the secured bond, its planned investment property
collateral being in place following the repayment of the existing
unsecured bond, and final documentation conforming to information
already received.
Fitch expects to affirm GTC's IDR with a Stable Outlook after the
refinancing. Further rating action depends on GTC's progress in
mitigating the refinance risk of near-term secured bank fundings.
If the refinancing launched today is successful the existing GTC
Aurora Luxembourg S.A. EUR500 million unsecured bond, guaranteed by
GTC, will be repaid or cash collateralised with escrowed cash,
using net proceeds from the EUR455 million bond and GTC's cash.
Key Rating Drivers
Existing Unsecured Bond Likely Prepaid: GTC has announced a tender
offer for the remaining EUR494 million unsecured bond maturing in
June 2026 and issuance of a EUR455 million, 6.5% cash coupon,
secured bond maturing in September 2030. When the unsecured bond is
prepaid, the new secured bond will be secured on EUR523 million of
real estate assets including income-producing properties of EUR349
million. The net proceeds will be transferred into a dedicated
escrow account and used for the group's tender offer.
The tender offer price is 98% for the existing unsecured
bondholders who participate in the new secured bond and 95% for the
other bondholders. The existing bond's coupon is 2.25%. For the
untendered bonds, under the existing unsecured bond documentation
unsecured bonds can be called at par after 23 March 2026. There is
also a "clean-up" redemption process if 80% of the bond has been
prepaid. In addition to the secured bond's net proceeds, GTC will
also use its existing cash. The secured bond permits a EUR75
million prepayment within 12 months after issuance, contingent on
planned asset disposals.
Heightened Refinance Risk: GTC plans to address about EUR400
million of bank loans maturing and amortising up to end-2026 (of
which around EUR320 million by end-1H26) using extensions or
refinancing and asset disposals. Fitch believes the execution risk
on these processes will reduce materially following the successful
completion of the bond refinancing. At end-2024 GTC held around
EUR600 million of unencumbered income-producing properties in
central and eastern Europe (CEE), plus landbank and other assets,
and EUR1 billion of properties encumbered by bank debt with an
average loan-to-value (LTV) ratio of 49%.
Moderate Disposal Progress in CEE: In 4Q24 GTC sold the Matrix C
office in Zagreb; in 1H25 it sold the GTC X office in Belgrade and
a land plot in Warsaw. Net disposal proceeds totalled EUR88
million, lifting non-blocked cash to EUR80 million (end-2024: EUR53
million). After 1H25, the company negotiated EUR37 million of
landbank sales at various execution stages. GTC is pursuing
additional non-core disposals, including the Kildare investment in
Ireland (end-2024 balance-sheet value: EUR119 million), but Fitch
continues to exclude this long-awaited disposal from its rating
case.
Analytical Approach to German Portfolio: Fitch does not use GTC's
consolidated profile, which includes the residential-for-rent
portfolio (19% of GTC's assets) acquired from Peach Properties AG
in December 2024, because the resultant metrics lack CEE-weighted
peers with German residential assets for comparison. Instead, Fitch
applies a 'B' rating category 21x net debt/rental-derived EBITDA
benchmark to the Peach portfolio and allocates any excess debt
(above the 21x debt capacity) to GTC's CEE commercial property
profile.
Disposals-Driven Deleveraging: Fitch assumes delayed residential
disposals from the German portfolio. To reflect this, Fitch adds
EUR7 million-30 million of debt to GTC's commercial property
profile in 2025-2026, which increases its net debt/EBITDA by
0.1x-0.3x. Fitch forecasts 2025's adjusted net debt/EBITDA at
11.5x, before gradually falling to 7.6x in 2028, aided by about
EUR480 million of Fitch-forecast disposal proceeds from CEE assets.
Deleveraging is supported by rent from new developments, EBITDA
margin improvement and gradual vacancy reduction.
Subdued Interest Coverage: Fitch calculates that GTC's commercial
property profile's interest cover will reduce to 2.0x in 2025 and
1.6x in 2026 (2024: 3.5x) when allocating the debt servicing
shortfall for an acquisition loan held at the German holding
company to GTC's profile. Fitch deducts these interest shortfall
amounts from GTC's EBITDA, assuming delayed residential disposals.
CEE Office Vacancies Remain High: The end-2024 occupancy rate in
GTC's core office portfolio (52% of total portfolio value) was 82%
(end-2023: 84%) and remained the same in 1H25 despite disposing the
97%-occupied GTC X office. At end-1Q25, the highest vacancy rate
remained in Poland at 25%, where 38% of GTC's office space is
located. This was driven by continued high vacancies in regional
cities. Vacancy in Bucharest was 20% (12% of space), 16% in Sofia
(10%) and 14% in Budapest (39%). GTC's CEE retail portfolio's
operational performance remains stable.
Tender Offer Not a DDE: Fitch does not classify GTC's tender offer
as a distressed debt exchange (DDE) because it does not meet the
two conditions of being a material reduction in terms and being
done to avoid an eventual probable default. Existing unsecured
bondholders do not have to tender their bonds and participate in
the new secured bond. An escrow cash mechanism is in place for
immediate prepayment, or cash collateralisation up until the
unsecured bond's contractual call option, at par, after 23 March
2026.
Peer Analysis
GTC's EUR2.4 billion portfolio is similar than the EUR2.5 billion
office-focused portfolio of Globalworth Real Estate Investments
Limited (BBB-/Stable). NEPI Rockcastle N.V.'s (BBB+/Stable) EUR7.6
billion retail-focused portfolio is over three times larger.
However, only GTC's portfolio benefits from meaningful asset class
diversification with offices (52% of market value), retail (29%)
and residential-for-rent in Germany (19%), as underscored in its
looser leverage rating sensitivities.
Its peers' assets are all in CEE. By market value, 39% of GTC's CEE
income-producing assets are in Poland (A-/Negative), 5% in Croatia
(A-/Stable) and the rest in four countries rated in the 'BBB'
rating category or below. This results in an average country risk
exposure similar to NEPI's, which operates in eight countries, with
around 40% of assets located in countries rated 'A-' or above.
Globalworth's average country risk is similar but its assets are
almost equally split between Poland and Romania (BBB-/Negative).
Fitch expects GTC's residential-adjusted net debt/EBITDA to remain
higher than peers'. Adjusted for the residential-for-rent
portfolio's 'excess debt', Fitch forecasts leverage to decrease to
9.5x in 2026 (2025: 11.5x). This compares unfavourably with
Globalworth's net debt/EBITDA at 8.1x-8.5x during 2025-2028. NEPI's
financial profile is stronger than GTC's and Globalworth's.
Fitch believes that GTC's CEE portfolio quality is broadly similar
to that of Globalworth and NEPI, although not all CEE peers quote
directly comparable net initial yield data (annualised net
rents/investment property asset values).
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Assumptions for the end-2024 acquired German residential-for-rent
portfolio:
- Like-for-like, year-on-year rent increase at 3%, consistent with
the previous owner's historical performance and the regulated
Mietspiegel and Kappungsgrenze's rent frameworks; rental yield at
8% of capex for the retained portfolio
- Initial opex including void costs at 30% of gross rental income,
improving in 2025 as voids decrease and rents increase more than
opex
- Debt including loans secured on residential assets, the EUR190
million acquisition funding, plus interest expense on additional
debt funding for the retained portfolio's tenant improvement capex
Assumptions for the GTC portfolio:
- Rental income modelled on an annualised rent basis
- Rental income to fluctuate, due to timing of disposals and
completed developments; average 1.5% like-for-like increase in rent
a year due to CPI indexation of leases and gradual improvement in
occupancy, partly offset by some rent decreases on lease renewals
- Total committed and uncommitted capex of about EUR280 million
during 2025-2028
- Cash dividend payments during 2026-2028
- About EUR480 million of cash proceeds related to income-producing
asset and land plots disposals in 2025-2028, not including proceeds
from the sale of Kildare Innovation Campus in Ireland
Recovery Analysis
Its recovery analysis assumes that GTC's portfolio would be
liquidated rather than restructured as a going-concern in a
default. Fitch also assumes no cash and receivables are available
for recoveries.
Recoveries are based on the consolidated end-2024 EUR2.39 billion
of income-producing assets, excluding EUR0.986 billion of assets
pledged to the secured banking loans at the GTC S.A. level,
excluding assets held by GTC Magyarorszag Zrt (GTC M; EUR274
million) and the recently acquired GTC Paula SARL (EUR813 million).
Assets held by GTC M and GTC Paula will be used primarily to cover
most of their secured and unsecured debt; however, shortfalls are
guaranteed by GTC. Fitch has excluded Galeria Północna, which was
encumbered in June 2025 (EUR241 million). Fitch applies a standard
20% discount to the around EUR314 million of pre-tender offer
unencumbered assets.
After deducting an additional standard 10% for administrative
claims, EUR226 million of value remains available to GTC's
unsecured creditors. The current unsecured recovery of 'RR4'
indicates no notching from the IDR, resulting in the same unsecured
debt instrument rating as the 'B' IDR.
Expected recoveries for the group's new secured bond are based on
EUR350 million income-producing investment properties. Fitch
applies a standard 20% discount and deducts an additional standard
10% for administrative claims, thus EUR252 million of value is
attributed.
Fitch's waterfall-generated recovery computation generates
recoveries for the group's new secured bond consistent with a 'RR3'
expected Recovery Rating, based on current metrics and assumptions,
resulting in one-notch uplift from the current 'B' IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Unsuccessful refinancing will lead to multi-notch downgrades
- Fitch-adjusted net debt/EBITDA above 14.5x
- EBITDA net interest coverage below 1.0x
- Loan-to-value around 65%
- Operating metric deterioration including occupancy below 90%,
weighted average lease term (including tenants' earliest breaks)
below three years and like-for-like rental decline
- Twelve-month liquidity score below 1.0x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- To resolve the RWN, a successful refinancing of the June 2026
unsecured bond
- Progress in mitigating the refinance risk of near-term secured
bank debt funding
- Fitch-adjusted net debt/EBITDA below 13.5x
- EBITDA net interest coverage above 1.25x
- Weighted average debt tenor above five years
- An improved operating profile with longer lease tenor,
like-for-like rental growth and a group occupancy rate above 90%
Liquidity and Debt Structure
At end-June 2025, GTC held readily available cash of about EUR80
million and EUR45 million in the 'blocked' account for the June
2026 bond maturity refinancing. After June 2025, cash resources
increased with proceeds from the new EUR84 million loan secured on
Galeria Północna, less the outlay to buy the Germany portfolio's
minority interests. Additionally, the planned secured bond of
EUR455 million prepays the outstanding EUR494 million unsecured
bond. Other secured bank finances maturing and amortising by
end-June 2026 total EUR323 million.
Near-term debt maturities include EUR494 million of the unsecured
bond maturing in June 2026, EUR99 million loans secured on German
residential assets maturing in December 2025 (extension already
negotiated) and around EUR210 million of loans secured on CEE
properties maturing in 1H26. The group does not have a committed
revolving credit facility as a liquidity buffer. GTC may use
multiple strategies to address maturing debt, including partial
bond refinancing, additional secured debt, loans extensions and
asset disposals.
Issuer Profile
GTC is a property investment company that holds and develops assets
(office, retail and residential) in Poland, capital cities in CEE
(particularly Budapest, Bucharest, Belgrade, Zagreb and Sofia) and
Germany (residential for rent).
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
----------- ------ -------- -----
Globe Trade
Centre S.A. LT IDR B Rating Watch Maintained B
senior
unsecured LT B Rating Watch Maintained RR4 B
GTC Aurora
Luxembourg S.A.
senior
unsecured LT B Rating Watch Maintained RR4 B
GTC Finance DAC
senior
secured LT B+(EXP)Expected Rating RR3
===========
S W E D E N
===========
POLYGON GROUP: Moody's Cuts CFR to 'Caa1', Outlook Remains Negative
-------------------------------------------------------------------
Moody's Ratings has downgraded the corporate family rating of
Polygon Group AB (Polygon or the company) to Caa1 from B3, the
probability of default rating to Caa1-PD from B3-PD, and the
ratings on the backed senior secured bank credit facilities to B3
from B2. The outlook remains negative.
RATINGS RATIONALE
"The rating action reflects Moody's expectations that Polygon's
free cash flow (FCF) on a Moody's adjusted basis will remain
negative over the next 12-18 months, further weakening its
liquidity profile, which has been under pressure since 2021." says
Nathalie Tuszewski, a Moody's Ratings Assistant Vice President –
Analyst.
The deterioration of the company's liquidity continued in H1 2025,
as Polygon reported weak results driven by margin pressure from
elevated staffing costs and subdued demand due to exceptionally dry
weather conditions, as well as underperformance in the UK and
France. These factors, combined with high interest payments and
capex requirements, have further eroded the company's liquidity,
raising concerns about the sustainability of its capital
structure.
While Moody's anticipates margins to gradually recover over the
next 12–18 months, supported by the already visible turnaround in
the UK and the restructuring measures, which are expected to
deliver meaningful cost savings and operational improvements, it
will likely not be sufficient to cover its high cash needs.
Polygon's EBIT/interest expense ratio has also materially weakened
standing at 0.2x as of last twelve months June 2025 and will likely
remain below 1.0x over the next 12-18 months.
More positively, the rating continues to be supported by the
company's leading position in the fragmented European PDR market
with strong capabilities, long-standing relationships with its key
customers, and defensive business profile, supported by steady
recurring claims and favourable industry dynamics.
RATIONALE OF THE OUTLOOK
The negative outlook reflects the uncertainty related to the
company's ability to swiftly recover its operating performance to a
level that would lead to at least break even free cash flow. The
negative outlook also reflects the continued weakening of its
liquidity and increased risk that its capital structure may be
unsustainable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A positive rating action would be considered if:
-- Moodys adjusted debt/EBITDA declines to below 6x on a
sustainable basis
-- Moodys adjusted EBITDA/Interest rises above 2.5x on a sustained
basis
-- Moody's-adjusted FCF/debt turns positive on a sustained basis
with adequate liquidity
Conversely, the rating could be downgraded if:
-- The company fails to strengthen its liquidity in a timely
manner or its credit metrics further weaken
-- Risk of default rises, including potential distressed
exchanges
-- Recovery prospects for creditors reduce beyond the level
currently factored in the rating
LIQUIDITY
Polygon's liquidity is weak. As of June 2025, the company's main
source of liquidity are EUR15 million of cash on balance sheet and
around EUR50 million of available backed senior secured revolving
credit facility (RCF) after considering for around EUR11 million of
bank guarantees. Moody's expects the company to further draw on its
RCF over the next 12-18 months to support its cash flow needs.
Moody's forecasts around EUR80 million of capital expenditure
including lease payments and around EUR65 million of interest
payments over the next 12 months. According to the company, its
working cash needs are around EUR10-15 million. The debt structure
is covenant-lite, with one springing maintenance covenant set at
7.8x senior secured net leverage, tested only when more than 40% of
the RCF is drawn. Moody's expects the company to maintain
sufficient headroom under this covenant over the next 12-18 months.
The company does not have any major debt maturity until 2028.
STRUCTURAL CONSIDERATIONS
Polygon's capital structure consists of a EUR520 million backed
senior secured term loan B1, a EUR55 million backed senior secured
term loan B2 and a EUR90 million backed senior secured RCF, all
ranking pari passu with each other. These facilities are rated one
notch above the CFR, reflecting their seniority in the capital
structure, given the presence of a EUR120 million second-lien loan
(not rated). The instruments share the same security package and
are guaranteed by a group of companies accounting for at least 80%
of the consolidated group's EBITDA. The security package is
relatively weak, consisting of shares, bank accounts and
intercompany loans. The Caa1-PD PDR is on a par with the company's
CFR, reflecting the use of a standard 50% recovery rate, as is
customary for capital structures with first- and second-lien bank
loans and covenant-lite documentation.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Environmental
Services and Waste Management published in August 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.
CORPORATE PROFILE
Headquartered in Stockholm, Sweden, Polygon provides property
restoration services for water and fire damage, major and complex
claims, temporary climate solutions and leak detection services.
The group is present in 16 countries in Western and Northern
Europe, North America and Singapore, and employs more than 7,500
people across more than 400 local depots. In 2024, Polygon reported
sales of around EUR1.5 billion and company-adjusted EBITDA of
EUR149 million. The company is majority owned by funds managed by
AEA Investors since October 2021.
===========================
U N I T E D K I N G D O M
===========================
BYKARE SOLUTIONS: Parker Walsh Named as Administrators
------------------------------------------------------
Bykare Solutions Ltd 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-MAN-001255, and Molly Monks of Parker Walsh was appointed
as administrators on Sept. 12, 2025.
Bykare Solutions is a recruitment agency specialising in
healthcare.
Its registered office is at Royal Middlehaven House, 21 Gosford
Street, Middlesbrough, Cleveland, TS2 1BB (Formerly) International
House, 142 Cromwell Road, London SW7 4EF
Its principal trading address is at 21 Gosford Street, Boho Zero,
Middlesbrough, TS2 1BB; Bykare Solutions, Unit 1 Ground Floor,
Wenta Business Centre, London, EN3 7XU; Bykare Solutions, Business
Hive, 13 Dudley Street, Grimsby, DN31 2AW
The joint administrators can be reached at:
Molly Monk
Parker Walsh
Suite C, Victoria House
Bramhall, Cheshire SK7 2BE
For further details, contact:
Molly Monks
Email: info@parkerwalsh.co.uk
Tel No: 0161 546 8143
COLLISION REPAIR: Johnston Carmichael Named as Administrators
-------------------------------------------------------------
Collision Repair Limited was placed into administration proceedings
in the Glasgow Sheriff Court, No GLW-L189 of 2025, and Donald
McNaught and Graeme Bain of Johnston Carmichael LLP were appointed
as administrators on Sept. 18, 2025.
Collision Repair Limited engaged in the maintenance and repair of
motor vehicles.
Its registered office is at Caledonia House, 89 Seaward Street,
Glasgow, G41 1HJ
Its principal trading address is at 22-24 Earn Avenue, Bellshill,
ML4 3LW
The joint administrators can be reached at:
Donald McNaught
Graeme Bain
Johnston Carmichael LLP
227 West George Street
Glasgow, G2 2ND
For further details, contact:
Catrina MacKay
Email: catrina.mackay@jcca.co.uk
Tel No: 0141 222 5800
EGLOSHAYLE 4: CG&Co Named as Administrators
-------------------------------------------
Egloshayle 4 Limited was placed into administration proceedings in
the High Court of Justice, Business and Property Courts in
Manchester, Insolvency & Companies List, No CR-2025-MAN-001350 and
Edward M Avery-Gee and Nick Brierley of CG&Co were appointed as
administrators on Sept. 25, 2025.
Egloshayle 4 Limited engaged in engineering activities.
Its registered office and principal trading address is at 43
Highfield Road, Dartford, England, DA1 2JS.
The joint administrators can be reached at:
Edward M Avery-Gee
Nick Brierley
CG & Co
27 Byrom Street
Manchester, M3 4PF
For further details, contact:
Clara Van Briesebroeck
Email: Clara.VanBiesebroeck@cg-recovery.com
Tel No: 0161 527 1232
FOSSIL UK: Restructuring Plan to be Heard on Oct. 15
----------------------------------------------------
In the High Court of Justice, Business and Property Courts of
England and Wales Insolvency and Companies List (ChD)
FOSSIL (UK) GLOBAL SERVICES LTD ) Ashton House, 497 Silbury
Boulevard, Milton Keynes, United Kingdom, MK92LD (Company number
16637372)
The Company intends to propose a restructuring plan pursuant to
Part 26A of the Companies Act 2006 (as amended).
The primary objective of the Restructuring Plan is to facilitate
the restructuring of the US $150,000,000 7.00 per cent. senior
unsecured notes due November 30, 2026 issued by Fossil Group, Inc.
in accordance with the terms outlined in the practice statement
letter issued on September 23, 2025. The Restructuring Plan will
affect the rights of any person who has a beneficial interest in
the Notes and who is the owner of the ultimate economic interest in
the Notes.
A copy of the Practice Statement Letter which contains important
information in relation to the Restructuring Plan, is available for
download on the Plan Website via the web address given below. Plan
Creditors may also access the Practice Statement Letter for free by
visiting EDGAR on the U.S. Securities and Exchange Commission
website (www.sec.gov)
Any Plan Creditor who has not yet obtained a username and password
for the Plan Website or any Plan Creditor who would like a hard
copy of the Practice Statement Letter, free of charge, should
contact the Company's Information Agent.
The Company has also appointed specialist, Mr. Jon Yorke, to act as
an independent representative of retail holders of the Notes. Mr.
Yorke, a restructuring expert, has been appointed to engage with
Retail Noteholders in respect of their claims and the terms of the
Restructuring Plan. Retail Noteholders are encouraged to contact
the Retail Advocate.
The Company intends to apply to the High Court of Justice of
England and Wales at the Royal Courts of Justice, Rolis Building,
Fetter Lane, London EC4A INL, United Kingdom, at 2 hearing
currently scheduled for October 15, 2025, for permission to convene
the necessary meeting of the Plan Creditors to consider and, if
thought appropriate, approve the Restructuring Plan (with or
without modification).
Plan Creditors will be notified of the time (and any change of
date) on which the Convening Hearing will take place through an
announcement on the Plan Website.
Plan Website: https://dm.epiq11.com/fossil
Contact details for the Information Agent:
Email: registration@epiqglobal.com
(referencing "Fossil" in the subject line)
Contact details of the Retail Advocate:
Email: jy@fgadvocate.com
Contact details for Media:
Brunswick Group LLP
Email: Fossilgroup@brunswickgroup.com
Where You Can Find Additional Information:
This notice is for informational purposes only and is not an offer
to buy or sell or the solicitation of an offer to buy or sell any
security.
Registration statements relating to securities to be issued in
connection with the Restructuring Plan have also been filed with
the SEC but have not yet been declared effective. The securities
subject to the registration statements may not be issued and sold,
nor may offers to buy be accepted, prior to the time the
registration statements are declared effective by the SEC: Plan
Creditors may obtain copies of the registration statements from
Epiq Corporate Restructuring, LLC at its email address at:
Registration@epiqglobal.com (with the subject line to indude
"Fossil) or via phone at +1 (646) 362-6336. Any questions regarding
the terms of the transactions described In the registration
statements may be directed to Cantor Fitzgerald & Co., as dealer
manager, via email at Ian.Brostowski@cantor.com (with the subject
line to include "Fossil") or phone at +1 (212) 829-7145; Attention:
Tom Pernetti and Ian Brostowski
The registration statements and other related documents, when
filed, can be obtained for free from the SECS website at
www.sec.gov
HEALTHCARE SUPPORT: Moody's Affirms 'Ba2' Rating on Secured Bonds
-----------------------------------------------------------------
Moody's Ratings has affirmed the Ba2 senior secured underlying and
backed ratings on the GBP197.8 million (plus GBP40 million
variation bonds) 2.187% guaranteed senior secured bonds (the Bonds)
due 2041 issued by Healthcare Support (Newcastle) Finance plc (the
Issuer) and the Ba2 backed and underlying senior secured ratings on
the GBP115 million guaranteed loan facility due 2038 provided by
the European Investment Bank (the EIB Loan). The outlook remains
stable.
The Issuer is a special purpose vehicle formed in 2005 to raise
finance and on-lend it to Healthcare Support (Newcastle) Ltd
(ProjectCo). ProjectCo entered into a 38-year agreement with the
predecessor of the Newcastle upon Tyne Hospitals NHS Foundation
Trust (the Trust) to carry out: (1) the construction of new
facilities at the Trust's Freeman Hospital (the Freeman) and Royal
Victoria Infirmary (RVI) sites in Newcastle and (2) provide hard
facilities management (FM) services during the term of the
concession (together, the Project).
RATINGS RATIONALE
The rating action takes into account progress towards resolving
historical disputes between ProjectCo and the Trust with the
signing of a new Settlement Agreement (SA02) and a Deed of
Variation to the Project Agreement (PA). These developments provide
the basis for improved project performance. The affirmation also,
however, takes into account the need for further remedial works, in
particular to electrical and ventilation systems, and the risks to
ProjectCo of additional costs and Service Failure Points (SFPs)
pending completion of same.
The new Settlement Agreement, signed in August 2025 after several
years of discussion, addresses long-standing disagreements about
the number of claims and SFPs claimed by the Trust but disputed by
ProjectCo and the facilities management (FM) service provider. As a
result of SA02 (1) all variances in deductions reported and all
SFPs before August 2025 have been written off; (2) all breaches of
SFP thresholds under the Project Agreement (PA) and previous
warning notices, increased monitoring notices and remedial right
notices have been withdrawn; and (3) the Trust can no longer claim
previously reported deductions that were not withheld, which
removes a significant constraint that had adversely affected the
Issuer's rating.
SA02 also provides for certain remedial works which will be funded
by ProjectCo using cash locked at the operating level while
settlement discussions were ongoing. Further remedial work to
address ventilation and electrical issues is currently under
discussion and the parties are negotiating a Ventilation Settlement
Agreement (VSA). The costs and timing for this additional work is
currently uncertain and while Moody's understands that discussions
between the parties are constructive, the issues may result in
additional expense for ProjectCo.
The electrical issues resulted in significant deductions for
ProjectCo before signing of a standstill agreement. This agreement
protects the project vehicle from further deductions but is due to
expire in November. If it is not extended then ProjectCo will face
significant deductions in addition to the costs of remedying the
underlying issues.
The PA Deed of Variation clarifies the services specifications to
be achieved (more particularly regarding environmental and
ventilation parameters), provides a more detailed process on
dealing with delayed maintenance due to the Trust not enabling
access, and aims to resolve the variance in performance reporting
between the parties.
More generally, affirmation of the Ba2 rating reflects as
positives: (1) the long-term PA entered into with the Trust; (2)
the stable availability-based revenue stream under the PA; (3)
ProjectCo's good liquidity position; and (4) the range of creditor
protections included within the financing structure.
However, the rating is constrained by: (1) delays in the completion
of fire compartmentation remedial works required under the first
Settlement Agreement (SA01), although now mostly completed, (2) the
divergent positions in the past in respect of the application of
SFPs and the payment mechanism, although now wiped clean by the
signing of the SA02, (3) the delays and continued discussions
around a Ventilation Settlement Agreement (VSA) to resolve
ventilation issues still outstanding, although this is expected to
be finalised in Q4 2025, and recent claims from the Trust on
electrical issues still need to be addressed; and (4) the working
relationships between the Project parties, which have been
strained.
The stable outlook reflects Moody's expectations that, after
signing SA02, the Trust and ProjectCo will jointly address
remaining issues, including those related to ventilation and
electrical systems.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure could develop if (1) ProjectCo and the
Trust are able to reach agreement regarding the outstanding
electrical and ventilation works and they do not give rise to
additional costs, including deductions, that weigh on ProjectCo's
financial profile; (2) there is no longer variance between the
Trust's and ProjectCo's reporting of operating performances, and
(3) remedial works relating to SA01, SA02, are completed in line
with current assumptions, coupled with improved operating
performance (as reported by the Trust and ProjectCo).
Downward rating pressure could develop if (1) it becomes apparent
that the scope of any remedial works outstanding or agreed relating
to the electrical or ventilation issues or as part of SA02 is
larger or more complex than currently expected or ProjectCo faces
significant additional deductions as a result of these matters; (2)
it becomes likely that the terms of the Settlement Agreements could
be breached thus increasing the risk that the Trust might seek to
terminate the PA; or (3) the disagreements around service
performance are continuing despite the signing of the SA02 and lead
to material deductions imposed by the Trust or to higher risk of
default under the PA.
The principal methodology used in these ratings was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
published in March 2023.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
INEOS ENTERPRISES: S&P Withdraws 'BB-' LT Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' long-term issuer credit on
INEOS Enterprises Holdings Ltd. and its senior secured term loans
at the issuer's request, following the full repayment of its public
debt on July 18, 2025. The outlook on the issuer credit rating was
stable at the time of the withdrawal.
KANTAR MEDIA: Fitch Assigns 'B' LongTerm IDR, Outlook Positive
--------------------------------------------------------------
Fitch Ratings has assigned Greenwich Bidco Limited (Kantar Media) a
Long-Term Issuer Default Rating (IDR) of 'B'. The Outlook is
Positive. Fitch has also assigned a senior secured instrument
rating of 'B+' with a Recovery Rating of 'RR3' to the company's
EUR560 million term loan B (TLB).
The IDR reflects the company's sticky revenue base in audience
measurements, and its advancement in cross-media measurement
solutions, which reduces its exposure to linear TV. The rating also
reflects high leverage of 5.4x pro forma for the acquisition, and
initial IT investments and separation costs weighing on free cash
flow (FCF) in 2025 and 2026.
The Positive Outlook reflects its expectations of solid execution
of the standalone plan, limited cost overruns and steadily
improving profitability and FCF generation, which if achieved, may
lead to positive rating action.
Key Rating Drivers
Acquisition Completed: H.I.G. Capital's acquisition of Kantar Media
from Kantar Group was completed in August 2025 and the final
ratings are in line with the expected ratings assigned in March
2025. There have been no material changes to the transaction
structure and terms, and operating performance has been broadly in
line with its expectations.
Gradual Leverage Improvement: Fitch now expects Fitch-defined
EBITDA leverage to peak at 5.4x at end-2025 before declining to
5.0x at end-2026 and further to 4.5x at end-2027, as the EBITDA
margin expands towards close to 25% in 2027 from around 22% in
2025. This is driven by the expected improvement in operating
performance, and gradually reducing separation and technology
enhancement costs.
Sufficient Liquidity for Separation Costs: The one-off cost to
establish a stand-alone entity will spread over 2025-2028 but will
put more strain on FCF in 2025 and 2026. Fitch expects a higher
portion of these costs in 2026. Fitch views existing liquidity,
including opening cash balance of USD60 million and the USD128
million revolving credit facility (RCF) undrawn at closing,
sufficient to cover expected FCF outflows of around USD23 million
in 2025 and USD15 million in 2026. Fitch expects FCF margin to
structurally improve to above 6% from 2027, if there are no
material separation cost overruns and top-line performance is in
line with its assumptions.
Peer Analysis
Kantar Media has similar scale and revenue visibility to 'B'
category peers in Fitch's data, analytics and processing services
portfolio. Fitch forecasts high leverage of 5.4x in 2025, in line
with or better than peers. Peers tend to have mid single-digit or
even high double-digit FCF margins supported by strong
profitability. Kantar Media's FCF is temporarily affected by the
carve-out transaction and will only be structurally positive at
around 6% in 2027.
Kantar Media and Neptune BidCo US Inc. (Nielsen; B+/Stable) have
similar industry dynamics, with both companies strengthening their
cross-media capabilities in audience measurement insights. Nielsen
and Kantar Media have similar leverage profiles (5.0x-6.0x EBITDA
leverage), but Nielsen is the largest global services provider in
audience measurement and the US market leader. Nielsen has
significantly stronger FCF margins than Kantar Media at low double
digits.
NIQ Global Intelligence plc (BB-/Stable) and Ipsos SA (BBB/Stable)
are not direct peers but provide market research and consumer
insight measurement services. NIQ is significantly larger than
Kantar Media, with Fitch forecasts leverage at close to 4.5x in
2025, expected to trend lower over the next 18 months. They have
similar profitability, with EBITDA margins of around 20% or higher,
but Fitch expects NIQ to have a stronger FCF margin in 2025 and
2026, before Kantar Media completes the separation.
Ipsos is larger and more diversified but has weaker profitability
due to its operations in market and consumer research data. This is
offset by its significantly stronger financial profile (EBITDA net
leverage peaking at 1.1x in 2026).
Key Assumptions
- Mid single-digit revenue growth in 2025-2027
- Fitch-defined EBITDA margin gradually increasing to around 25% in
2027 from around 22.5% in 2025 and 23% in 2026 as carve-out costs
reduce
- Working-capital inflows at 0.2% of revenue in 2025-2027
- Capex at 6.9%-10.2% of revenue (including capitalised R&D
expenses and client pre-funded capex) in 2025-2027
- No dividend distribution
- No M&A
Recovery Analysis
Fitch estimates that Kantar Media's asset-light business model
would in the event of default generate more value from a
going-concern (GC) restructuring than a liquidation of the
business.
Fitch has assumed a 10% administrative claim in the recovery
analysis.
Its analysis assumes post-restructuring GC EBITDA of around USD95
million. Fitch has applied a 5.5x distressed multiple, reflecting
the company's market position and the visibility gained from a
contracted revenue model. It also takes into consideration limited
diversification by customers and end-markets.
Fitch assumes a fully drawn USD128 million RCF upon default. The
RCF and TLB are governed by the same senior facilities agreement
and rank the same upon default. Based on current metrics and
assumptions, the waterfall analysis results in 'RR3' recovery band,
indicating a 'B+' instrument rating for the senior secured TLB.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operational underperformance, ie loss of major customers or
significant cost overruns in the carve-out and an inability to
improve profitability, with EBITDA margins sustained below 20%
- EBITDA leverage sustained above 6.5x
- Cash flow from operations minus capex to total debt sustained
below 2%
- Sustained broadly neutral-to-volatile FCF margin
- Continued drawdowns from the RCF and reduced liquidity headroom
- Fitch could revise the Outlook to Stable if EBITDA leverage was
sustained above 5.0x owing to an appetite for debt-funded M&A or
other corporate activities
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Successful execution of the carve-out along with stronger
position in cross-media measurement services, with greater scale
(e.g. Fitch-defined EBITDA trending above USD120 million),
diversification and operational efficiencies
- EBITDA leverage sustained below 5.0x
- Cash flow from operations minus capex to total debt sustained
above 5%
- FCF margin sustained in mid single digits
- EBITDA interest coverage sustained above 3.0x
Liquidity and Debt Structure
Liquidity is sufficient, with a USD60 million cash position pro
forma for the acquisition and an undrawn USD128 million RCF to
cover about USD23 million of negative FCF in 2025 and USD15 million
in 2026, before FCF turns structurally positive in 2027.
The capital structure includes the RCF and TLB, maturing in 2031
and 2032, respectively, and a mix of shareholder loans and equity,
treated as non-debt of the rated entity. The factoring facilities
were terminated upon completion of the carve-out transaction. There
is also a performance-linked earn-out, which Fitch treats as
non-debt of the rated entity.
The shareholder loans include stapling with equity, and have no
events of default and no acceleration or enforcement rights.
Issuer Profile
Kantar Media is a global audience measurement provider, offering
insights into viewing habits to content providers and advertisers.
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
----------- ------ -------- -----
Greenwich Bidco
Limited LT IDR B New Rating B(EXP)
senior secured LT B+ New Rating RR3 B+(EXP)
MORTIMER BTL 2023-1: Fitch Affirms BB+sf Rating on 2 Tranches
-------------------------------------------------------------
Fitch Ratings has upgraded Mortimer BTL 2023-1 plc's (Mortimer
2023) class B and D notes and Pierpont BTL 2024-1 PLC's (Pierpont
2024) class B, C and D notes. All other notes have been affirmed.
Fitch has removed all ratings from Under Criteria Observation.
Entity/Debt Rating Prior
----------- ------ -----
Pierpont BTL 2024-1 PLC
Class A XS2920468712 LT AAAsf Affirmed AAAsf
Class B XS2920468985 LT AA+sf Upgrade AA-sf
Class C XS2920469447 LT A+sf Upgrade Asf
Class D XS2920470023 LT A+sf Upgrade BBB+sf
Class E XS2920471344 LT BB+sf Affirmed BB+sf
Class X XS2920471930 LT BB+sf Affirmed BB+sf
Mortimer BTL 2023-1 plc
A XS2712034466 LT AAAsf Affirmed AAAsf
B XS2712034540 LT AAAsf Upgrade AAsf
C XS2712034623 LT A+sf Affirmed A+sf
D XS2712034979 LT A-sf Upgrade BBBsf
E XS2712035190 LT BB+sf Affirmed BB+sf
X XS2712035430 LT BB+sf Affirmed BB+sf
Transaction Summary
The transactions are securitisation of buy-to-let mortgages located
in England, Wales and Scotland. Mortimer 2023's loans are
originated entirely by LendInvest BTL Limited while Pierpont 2024's
loans are originated by LendInvest BTL Limited and MTF (LE)
Limited. The originators are the named servicers for the respective
pools with servicing activity delegated to Pepper (UK) Limited.
KEY RATING DRIVERS
UK RMBS Rating Criteria Updated: The rating actions reflect its
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. Fitch now applies
dynamic default distributions and high prepayment rate assumptions,
rather than static assumptions. The updated criteria resulted in a
decrease in the 'AAA' expected loss by 2pp for Mortimer 2023 and
3pp for Pierpont 2024.
Strong Asset Performance: At May 2025, arrears greater than three
months totalled 0.68% for Mortimer 2023 and 0% for Pierpont 2024
and there had been no losses in both pools. The transactions have
so far performed better than the Fitch UK buy-to-let index average,
where arrears greater than three months are 3.4%, reflecting the
high quality of the collateral pools.
CE Build-Up: The strong asset performance has led to an increase in
the notes' credit enhancement (CE) in both transactions. Mortimer
2023's class A notes' CE improved to 17.4%, from 13.8% at the
previous review (September 2024 payment date), while Pierpont
2024's class A notes' CE rose more moderately to 11.5%, from 11.2%
at closing (November 2024). The increased credit support for the
rated notes resulted in greater resilience to losses, leading to
the affirmations of the senior notes and upgrades of the junior
notes.
Alternative Prepayment Rates: The deals include a large portion of
fixed-rate loans subject to early repayment charges. The scheduling
of the loans' reversion from a fixed rate to the relevant follow-on
rate will likely determine when prepayments occur. In Mortimer
2023, the majority of fixed-rate loans will revert to floating in
2028 while in Pierpont 2024 this will occur in 1H29. Fitch has
applied an alternative high prepayment stress that tracks the
fixed-rate reversion profile of the pools, with prepayments capped
at a maximum 40% a year.
Rating Cap on Junior Notes: The liquidity reserves for both
transactions only cover senior fees and class A and B interest.
Interest on the class C to E notes cannot be deferred without
causing an event of default when the note becomes the most senior
class. The collection account bank is an operational continuity
bank and transfers funds daily from receipt, the servicer provides
a declaration of trust on the collection account bank for the
benefit of the issuer. Consequently, Fitch considers payment
interruption risk to be mitigated up to 'A+sf'.
Pierpont 2024's class E notes' rating is also constrained at
'BB+sf' due to the excessive reliance on excess spread, which is
the only source of support against potential losses.
BB+sf' Class X Notes Cap: The class X notes in both transactions
rely entirely on excess spread and their model-implied rating is
highly sensitive to cash flow modelling assumptions, especially
prepayment rates. Consequently, Fitch has capped their ratings at
'BB+sf'. The Negative Outlook on Mortimer 2023's class X notes
signals their sensitivity to the higher than expected prepayments
over the last 12 months, which compressed excess spread slowing
down the repayment of these notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transactions' performance may be affected by changes in market
conditions and economic environment. Weakening of the latter is
highly correlated to increasing levels of delinquencies and
defaults that could reduce the CE available to the notes.
Unanticipated declines in recoveries could also result in lower net
proceeds, which may make certain notes susceptible to negative
rating action, depending on the decline in recoveries.
Fitch found that a 15% increase in the WAFF and 15% decrease in the
weighted average recovery rates (WARR) would imply the following:
Mortimer 2023:
Class A: 'AAAsf'
Class B: 'AAAsf'
Class C: 'A+sf'
Class D: 'BBBsf'
Class E: 'B+sf'
Class X: 'B-sf'
Pierpont 2024:
Class A: 'AAAsf'
Class B: 'AA+sf'
Class C: 'A+sf'
Class D: 'A+sf'
Class E: 'BB+sf'
Class X: 'BB+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 decrease in the WAFF of 15% and an increase in
the WARR of 15% would lead to the following:
Mortimer 2023:
Class A: 'AAAsf'
Class B: 'AAAsf'
Class C: 'A+sf'
Class D: 'A+sf'
Class E: 'BBB+sf'
Class X: 'BB+sf'
Pierpont 2024:
Class A: 'AAAsf'
Class B: 'AA+sf'
Class C: 'A+sf'
Class D: 'A+sf'
Class E: 'BB+sf'
Class X: 'BB+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
pools and the transactions. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transactions closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transactions closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
NATIONAL BUSINESS CRIME: FRP Advisory Named as Administrators
-------------------------------------------------------------
National Business Crime Solution Limited was placed into
administration proceedings in the High Court of Justice Business
and Property Courts in the High Court of Justice Business and
Property Courts of England and Wales, Insolvency & Companies List
(ChD), Court Number: CR-2025-006526, and Antonya Allison and Allan
Kelly of FRP Advisory Trading Limited were appointed as
administrators on Sept. 19, 2025.
National Business Crime Solution, trading as NBCS, is a
Not-for-Profit organization working with businesses in crime
prevention.
Its registered office is at 4 Dukes Court, Bognor Road, Chichester,
PO19 8FX to be changed to Suite 5 Bulman House, Regent Centre,
Gosforth, Newcastle Upon Tyne, NE3 3LS
Its principal trading address is at 4 Dukes Court, Bognor Road,
Chichester, PO19 8FX
The joint administrators can be reached at:
Antonya Allison
Allan Kelly
FRP Advisory Trading Limited
Suite 5, 2nd Floor
Bulman House Regent Centre
Newcastle upon Tyne, NE3 3LS
For further details, please contact:
The Joint Administrators
Tel: 0191 605 3737
Alternative contact:
Sarah Dorkin
Email: cp.newcastle@frpadvisory.com
PERFORMER FUNDING 1: Moody's Affirms Ca Rating on GBP50.1MM R Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings of 4 notes in Performer
Funding 1 plc. The rating action reflects the increased levels of
credit enhancement for the affected notes.
Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.
GBP2275.4M Class A Notes, Affirmed Aaa (sf); previously on Jan 14,
2025 Affirmed Aaa (sf)
GBP227.5M Class B Notes, Affirmed Aaa (sf); previously on Jan 14,
2025 Upgraded to Aaa (sf)
GBP159.3M Class C Notes, Upgraded to Aaa (sf); previously on Jan
14, 2025 Upgraded to Aa1 (sf)
GBP106.2M Class D Notes, Upgraded to Aaa (sf); previously on Jan
14, 2025 Upgraded to A3 (sf)
GBP45.5M Class E Notes, Upgraded to Aa1 (sf); previously on Jan
14, 2025 Upgraded to Ba1 (sf)
GBP68.3M Class F Notes, Upgraded to Baa1 (sf); previously on Jan
14, 2025 Upgraded to B2 (sf)
GBP50.1M Class R Notes, Affirmed Ca (sf); previously on Jan 14,
2025 Affirmed Ca (sf)
RATINGS RATIONALE
The rating action is prompted by an increase in credit enhancement
for the affected tranches.
Performer Funding 1 plc is a static cash securitisation of
unsecured consumer loan agreements extended by Lloyds Bank plc to
individuals located in the UK.
Revision of Key Collateral Assumptions:
As part of the rating action, Moody's reassessed Moody's expected
default rate and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.
The performance of the transaction has continued to be in line with
Moody's expectations. Total delinquencies have increased in the
past year, with 90 days plus arrears currently standing at 0.70% of
current pool balance. Cumulative losses currently stand at 2.63% of
original pool balance. The current pool factor of the transaction
is 30.91%
For Performer Funding 1 plc, the current default probability
assumption is 5.5% of the current portfolio balance, corresponding
to a default probability assumption of 4.88% of the original
portfolio balance, and the assumption for the fixed recovery rate
is 10%.
Moody's also maintained the portfolio credit enhancement assumption
at 18%.
Increase in Available Credit Enhancement
Sequential amortization led to the increase in the credit
enhancement available in this transaction.
The credit enhancement has increased for the tranches affected by
the rating action:
For Class C, the credit enhancement increased to 38.07% from 22.15%
at the last rating action.
For Class D, to 27.00% from 15.62% at the last rating action.
For Class E, to 22.25% from 12.82% at the last rating action.
For Class F, to 15.13% from 8.62% at the last rating action.
The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in July
2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.
Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.
QUENI KOI: Leonard Curtis Named as Administrators
-------------------------------------------------
Queni Koi Ltd 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-MAN-001244,
and Mike Dillon and Andrew Knowles of Leonard Curtis were appointed
as administrators on Sept. 18, 2025.
Queni Koi Ltd engaged in retail sale of fish crustaceans and
molluscs in specialised stores.
Its registered office is at Westwood House, 78 Loughborough Road,
Quorn, Loughborough, Leicestershire, United Kingdom, LE12 8DX
Its principal trading address is at Koi Ltd, Nursery, Rectory Road,
Wanlip Lane, Wanlip, Queni, LE7 4PL
The joint administrators can be reached at:
Mike Dillon
Andrew Knowles
Leonard Curtis
Riverside House
Irwell Street, Manchester M3 5EN
For further details, contact:
The Joint Administrators
Email: recovery@leonardcurtis.co.uk
Tel: 0161 831 9999
Alternative contact:
Nicola Carlton
SYNTHOMER PLC: Moody's Lowers CFR to 'B3', Outlook Negative
-----------------------------------------------------------
Moody's Ratings has downgraded Synthomer plc's long-term corporate
family rating to B3 from B2 and its probability of default rating
to B3-PD from B2-PD. Concurrently, Moody's downgraded the rating on
its EUR350 million backed senior unsecured notes due 2029 to B3
from B2. The outlook remains negative.
The rating action reflects:
-- Challenging trading conditions with sluggish demand in Europe
and limited visibility for an improvement in operating performance
in 2026
-- Weak credit metrics and expected negative Moody's-adjusted free
cash flow (FCF) for 2025 and 2026
-- Positively, actions taken by management to support the company's
operating efficiencies through the prolonged cyclical downturn
RATINGS RATIONALE
The ratings reflect the company's (1) position as a leading
manufacturer of high-performance, specialty polymers and
ingredients for coatings, construction, adhesives, and healthcare
end markets with the technological capabilities to meet the growing
demand for sustainable products; (2) a relatively diversified
product portfolio; and (3) initiatives taken by the company to
support the company's operating efficiencies through the prolonged
cyclical downturn.
The ratings also take into account (1) the company's relatively
small size compared to its peers and its geographic concentration
in Europe; (2) continued weak earnings, which remain well below
historical levels due to sluggish European demand and competitive
pricing pressures; and (3) limited prospects for a meaningful
recovery in 2026 are expected to prolong the company's deleveraging
efforts, with credit metrics likely to remain weak over the next 12
to 18 months.
Moody's expects Moody's adjusted gross debt to EBITDA for year-end
2025 to be 6.5x, assuming an overall 8% decline in revenue for the
full year, higher than Moody's previously expected. Moody's expects
the path to deleveraging to be protracted with limited visibility
for a recovery in demand in 2026 and Moody's expectations the
company will continue to burn cash in 2025 and 2026. Moody's
projects Moody's-adjusted free cash flow to be around negative
GBP50 million in 2025, in Moody's base case. Moody's FCF includes
moderate restructuring costs, full-year capital spending of around
GBP105 million (including lease repayments), interest costs of
around GBP65 million and moderate working capital absorption.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS
Synthomer's manufacture, transportation and use of chemicals,
together with the handling and disposal of hazardous substances and
waste expose the company to the inherent risks of environmental
contamination. The possible imposition of more stringent regulation
may ban the use of certain products that are found to be harmful to
the environment or human health disrupting production. These
factors also pose social risks to the health and safety of its
labour force. Governance risk are driven by the company's tolerance
for high leverage and the limited prospects for meaningful
deleveraging in 2025 and 2026.
LIQUIDITY
The company's liquidity position is still adequate but has
weakened. The company reported cash in the bank as of June 30, 2025
of GBP266.4 million. Pro forma for the July 2025 euro equivalent of
the GBP129 million bond stub repayment the company had cash in the
bank of GBP137.7 million. The EUR300 million revolving credit
facility (RCF) was partially drawn to GBP73 million as of June 30
2025, to meet seasonal working capital needs and partly to redeem
the bond stub in July 2025. The RCF and the two committed UKEF
facilities contain a net debt/EBITDA covenant that requires no
greater 5.25x for both June and December 2025, 4.5x for June 2026,
and 4.25x for December 2026 and a GBP50 million minimum liquidity
covenant. The company reported a net leverage of 4.8x as of June
30, 2025 for covenant purposes and headroom will likely become
tight unless performance materially improves.
STRUCTURAL CONSIDERATIONS
The B3 rating of the EUR350 million backed senior unsecured notes
due 2029 are in line with the B3 CFR as the notes rank pari passu
with all of the company's financial debt, including the two
committed UK Export Finance (UKEF) facilities of EUR288 million and
$230 million, respectively, both of which are 80% guaranteed by the
UK Government and maturing October 2027, and the EUR300 million
RCF. The financial covenants in the UKEF facilities are aligned
with the financial covenants in the RCF.
OUTLOOK
The negative outlook reflects the risk that the company's path to
deleveraging will be constrained by weak demand in the next 12 to
18 months. Moody's expects end-market demand in 2026 to remain
subdued, with limited prospects for improving trading conditions.
The outlook also reflects the risk that the company will not be
able to become free cash flow positive over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
It is unlikely that Synthomer will be upgraded in the next 12-18
months. Still, upward pressure on the rating could develop if
trading conditions and operational performance improve and
profitability is reflected in Moody's adjusted EBITDA margin above
10%. An upgrade would also require the company to lower its
Moody-adjusted debt/EBITDA to around 5.5x and generate a positive
Moody-adjusted FCF while maintaining a good liquidity profile.
Downward pressure on the rating could develop if operating
performance fails to improve or if the company fails to delever to
below Moody's adjusted gross debt/EBITDA of 6.5x or management
takes actions that are not aligned with the publicly stated
commitment to prioritising deleveraging, there is a lack of timely
refinancing of its 2027 maturities, sustained material cash burn or
the company's liquidity position deteriorates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemicals
published in October 2023.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Synthomer plc is a leading supplier of high-performance specialty
polymers and ingredients for coatings, construction, adhesives, and
healthcare end markets. It operates 31 plants in 24 countries and
has a significant presence in Europe, the US, the Middle East, and
Asia. Synthomer is headquartered and listed in the UK and had a
market capitalisation of around GBP124 million as of 1 October
2025.
TULLOW OIL: S&P Lowers LongTerm ICR to 'CCC' on Refinancing Risk
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Tullow Oil PLC and its issue rating on the senior secured notes to
'CCC' from 'CCC+'.
The negative outlook reflects the increased likelihood of a
downgrade within the next few months if the company's liquidity
continues to deteriorate or the group completes a transaction that
S&P could view as tantamount to a default.
Tullow's $1.3 billion senior secured notes are due in May 2026.
This compares to $194 million of cash on hand as of June 30, 2025.
The sale of its assets in Gabon and Kenya (net of the repayment of
the revolving credit facility) provided the group with about $200
million.
Given this, and S&P's expectation of negative free operating cash
flow in 2025, it does not expect Tullow Oil to have sufficient
liquidity to repay these notes in May 2026.
The group has so far not addressed the maturity of the senior
secured notes due in 2026 and does not have the means to cover its
cash outlays (including the repayment of these notes) over the next
12 months.
The bulk of Tullow's financial debt matures in May 2026. The
company's $1.3 billion 10.25% senior secured notes (about 55% of
total reported debt including leases and excluding the now
cancelled revolving credit facility) are now due in less than 12
months, and the company may face a liquidity crunch in that time.
The group sold its businesses in Gabon and Kenya in July and
September, respectively. The sale of the assets in Gabon provided
the group with cash proceeds of $307 million on July 29, 2025; $150
million of these were used to repay and cancel the $150 million
revolving credit facility. The disposal of the assets in Kenya in
September 2025 provided the group with $40 million cash proceeds,
with a further $40 million expected in fourth-quarter 2025 or
first-half 2026. The remainder of the disposal proceeds ($40
million) will be spread over several years.
S&P said, "We expect Tullow to generate negative S&P Global
Ratings-adjusted free operating cash flows (FOCF) after lease
payments in the near term. We incorporate our Brent pricing
scenario of $60 per barrel (/bbl) for 2025 and $65/bbl thereafter.
We forecast negative FOCF after lease payments for 2025 of around
$100 million. This in our view exposes the company to heightened
refinancing risk and exposes the creditors to transactions that we
could construe as tantamount to default.
"The negative outlook reflects the risk of a liquidity shortfall or
a debt transaction that we would view as tantamount to default in
the next six months."
S&P could lower its rating on Tullow if:
-- S&P thinks a conventional default is inevitable in the next six
months; or
-- The company restructures its capital structure in a transaction
that S&P views as distressed.
S&P said, "We do not anticipate any rating upside in the near term,
but we could take a positive rating action if the company's
operating conditions improve materially and Tullow improves its
liquidity and strengthens its balance sheet, while avoiding a
scenario that we would view as tantamount to a default."
UK LOGISTICS 2025-2: Moody's Assigns (P)Ba3 Rating to Cl. E Notes
-----------------------------------------------------------------
Moody's Ratings has assigned the following provisional ratings to
the CMBS debt issuance of UK Logistics 2025-2 DAC (the "Issuer"):
GBP[267.180] million Class A Commercial Mortgage Backed Floating
Rate Notes due 2035, Assigned (P)Aaa (sf)
GBP[48.45] million Class B Commercial Mortgage Backed Floating
Rate Notes due 2035, Assigned (P)Aa3 (sf)
GBP[50.873] million Class C Commercial Mortgage Backed Floating
Rate Notes due 2035, Assigned (P)A3 (sf)
GBP[82.77] million Class D Commercial Mortgage Backed Floating
Rate Notes due 2035, Assigned (P)Baa3 (sf)
GBP[57.735] million Class E Commercial Mortgage Backed Floating
Rate Notes due 2035, Assigned (P)Ba3 (sf)
Moody's have not assigned provisional ratings to the GBP0.2M Class
X Commercial Mortgage Backed Notes of the Issuer.
UK Logistics 2025-2 DAC is a true sale transaction backed by one
floating rate loan secured on 114 industrial and logistics
properties located throughout the UK. The loan was advanced by four
original lenders, with a majority share being subsequently sold to
the Issuer, and it provides refinancing for a subset of
Blackstone's portfolio of industrial and logistics assets. The loan
is secured by a diverse portfolio of properties which are
predominantly multi-let. There is some geographic concentration in
the Midlands and the North West but the overall granularity is
high, with over 1,000 tenants and units spread across the multi-let
and mid-box industrial and logistics sectors.
RATINGS RATIONALE
The rating action is based on (i) Moody's assessments of the real
estate quality and characteristics of the collateral, (ii) analysis
of the loan terms and (iii) the expected legal and structural
features of the transaction.
Moody's derives a loss expectation for the securitised loan based
on Moody's assessments of (i) the loan's default probability both
during its term and at maturity, and (ii) the value of the
collateral. Default risk assumptions are medium for the loan.
Moody's loan to value ratio (LTV) on the securitised loan at
origination is 79.5%. Inter-alia, Moody's have assigned a property
grade of 2.0 to the portfolio (on a scale of 1 to 5, with 1 being
the best).
The key strengths of the transaction include (i) a diversified
portfolio and tenant base, (ii) the reversionary potential of the
portfolio and (iii) an experienced sponsor and property manager.
Challenges in the transaction include (i) elevated loan default
risk due to low interest coverage ratios and a relatively high
Moody's loan to value ratio, (ii) lack of amortisation, (iii)
rising vacancy rates in the UK industrial property markets and (iv)
weak release provisions.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "EMEA
Commercial Mortgage-backed Securitisations" published in June
2025.
Factors that would lead to an upgrade or downgrade of the ratings:
Main factors or circumstances that could lead to a downgrade of the
ratings are generally (i) a decline in the property values backing
the underlying loan, or (ii) an increase in default risk
assessment.
Main factors or circumstances that could lead to an upgrade of the
ratings are generally (i) an increase in the property values
backing the underlying loan, or (ii) a decrease in default risk
assessment.
VICTORIA PLC: Fitch Puts 'CCC' LongTerm IDR on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed Victoria PLC's ratings, including its
Long-Term Issuer Default Rating of 'CCC', on Rating Watch Negative
(RWN) following the proposed exchange offer for its 2028 notes.
In Fitch's view, Victoria's proposed transaction for refinancing
the 2028 notes would constitute a distressed debt exchange (DDE)
under its criteria. This is due to a significant reduction in terms
for these creditors and as it is allowing the issuer to avoid an
eventual probable default when considered with its moderate
liquidity and springing maturity clause of its first priority notes
(FPNs). The RWN reflects the pending outcome of the proposal and
the likely downgrade of the ratings before they are re-rated based
on the new capital structure after the DDE.
Key Rating Drivers
Tender Offer Signals Potential DDE: Fitch classifies Victoria's
proposed exchange offer as a DDE. The proposed offer would result
in a reduction of the 2028 notes' face value, an extension of the
maturity profile, and a switch to payment‐in-kind (PIK) for
interest, all of which Fitch views as a material weakening of the
existing terms and conditions.
Fitch forecasts Victoria's liquidity will remain moderate with
increased use of its revolving credit facility (RCF) across FY26
(year ending March) and negative free cash flow over FY26-FY29.
Fitch believes that in the absence of the offer, the issuer does
not face an immediate default risk, but when assessed in
conjunction with the springing maturity feature on the FPNs, it
would enable Victoria to avoid an eventual default, which Fitch
regards as a key consideration for a DDE.
Material Dilution in Security: The offer states that if more than
50% of the 2028 bondholders consent to the transaction, any 2028
bonds not tendered will rank junior to the new notes. The absence
of a cap on future issuances of second priority notes (2PNs)
introduces the potential for further dilution of the security.
Refinancing Relief: Fitch believes that, with full consent, the
exchange offer will provide additional headroom for Victoria's
refinancing requirement. The FPNs include a springing maturity
clause requiring the refinancing of the 2028 notes by December
2027. If Victoria receives full consent from the current offer, the
next major refinancing will then be shifted to July 2029, providing
it with greater headroom during the ongoing softer market
conditions.
Funding Option for Preferred Equity: Victoria is looking to
refinance its GBP282.5 million preferred equity outstanding at
FYE25 through the issuance of additional 2PNs. If implemented, this
would avoid triggering the change‐of-control clause under the
bond documentation, as preferred equity holders can convert to
ordinary capital in November 2026, which may effectively lead to
redemption of a large part of the capital structure. Currently
classified as 100% equity, this instrument could be classified as
100% debt, as this could increase the probability of default of
Victoria's rated debt according to its criteria. Fitch will review
the new structure once the transaction is completed.
Peer Analysis
Victoria has a leading market position in carpets and ceramic
tiles. It is larger than peers like PCF GmbH (CCC+) and comparable
in size with Hestiafloor 2 (Gerflor: B+/Stable). However, it
remains far smaller than Mohawk Industries, Inc. (BBB+/Stable) and
slightly smaller than Tarkett Participation (B+/Positive). Gerflor
has superior geographical diversification than Victoria, but both
companies maintain high exposure to Europe, including the UK.
Tarkett benefits from broader geographical diversification. Similar
to many building product companies, Victoria has limited market
diversification, with a predominantly residential focus, whereas
Tarkett and Gerflor have greater exposure to commercial real estate
markets.
Victoria's forecast EBITDA margins remain higher than those of
Tarkett (7%-8%), benefiting from a more focused product mix and
less exposure to the lower-margin North American subsector.
However, Victoria's EBITDA margins lag those of Gerflor, which
benefits from strong market diversification and a specialised
product mix. Fitch projects Victoria's EBITDA leverage to be 9.6x
by FYE26, which would be substantially higher than Gerflor's and
Tarkett's.
Key Assumptions
- Revenue to decline by 0.6% in FY26 due to subdued demand and then
grow by 2.6% in FY27 and 5%-6% annually in FY28 and FY29
- EBITDA margin to improve to 8.2% in FY26 and about 10.5-12.0% in
FY27 to FY29, driven by increased volumes and proposed cost savings
plan
- Annual working capital consumption of 0.7% of revenue in FY26 and
broadly neutral during FY27 to FY29
- GBP65 million capex annually during FY26 to FY29
- No dividends, mergers and acquisitions or preferential share
redemption over the rating horizon
Recovery Analysis
- The recovery analysis assumes that Victoria would be reorganised
as a going concern in bankruptcy rather than liquidated and
considers the current capital structure.
- Fitch assumes a 10% administrative claim.
- The RCF is fully drawn and super senior in nature along with few
local facilities in a post-restructuring scenario, according to
Fitch's criteria. The factoring line is ranked super senior
(deducted from estimated enterprise value). Senior unsecured debt
consists of overdraft facilities and other bank loans, which rank
behind senior secured debt.
- New FPNs (2029 maturities) amounting to GBP576 million (GBP528
million + PIK component of coupon for next 12 months) ranks next in
the waterfall after the RCF.
- GBP8 million of 2026 notes (now extended to August 2031) and
GBP143 million of 2028 notes rank next in the security waterfall
after the new FPNs.
- The going-concern EBITDA estimate of GBP120 million reflects its
view of a sustainable, post-reorganisation EBITDA, upon which Fitch
bases the valuation of the company, also considering the most
recent acquisitions/disposals.
- Fitch uses an enterprise value multiple of 5.0x (revised from
5.5x due to recent sector underperformance) to calculate a
post-reorganisation valuation, reflecting Victoria's leading
position in its niche markets (soft flooring and ceramic tiles),
long-term relationship with blue-chips and loyal customer base.
- The waterfall analysis output for the FPNs generated a ranked
recovery in the 'RR3' band, indicating an instrument rating of
'CCC+' and for the remaining portion of senior secured notes
generated a recovery in the 'RR6' band indicating an instrument
rating of 'CC'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Steps to completion of the proposed refinancing or imminent
liquidity pressure.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive rating action is unlikely, as reflected by the RWN,
ahead of the amend and extend or other refinancing.
Liquidity and Debt Structure
At end-FY25, Victoria's liquidity was supported by around GBP68
million of readily available cash (net of Fitch-restricted cash for
working capital adjustments) along with significant drawings on its
RCF, which were primarily used to redeem the previous RCF and other
general corporate purposes. Fitch forecasts, Victoria will generate
cumulative negative FCF of GBP45 million between FY26 and FY27.
At the end of 1HFY26, Victoria's debt structure consists of GBP130
million of RCF maturing in January 2030, GBP528 million of FPNs due
in August 2029, GBP143 million notes due in March 2028 and
approximately GBP8 million unconsented/unexchanged 2026 notes due
in August 2031. Under the new proposal, GBP143 million of 2028
notes would be refinanced by about GBP79 million 2PNs, assuming
full consent within the early tender deadline.
Issuer Profile
Victoria is an alternative investment market-listed UK-based
company designing, manufacturing and distributing flooring products
including carpet, ceramic tiles, underlay, luxury vinyl tiles,
artificial grass and flooring accessories.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates 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
----------- ------ -------- -----
Victoria PLC LT IDR CCC Rating Watch On CCC
senior secured LT CCC+ Rating Watch On RR3 CCC+
senior secured LT CC Rating Watch On RR6 CC
VIRGIN MEDIA: S&P Withdraws 'B+' LongTerm Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew its 'B+' long-term issuer credit
ratings on Virgin Media Holdings Inc., a subsidiary of VMED O2 UK
Ltd. (B+/Stable/--), because the entity has ceased to exist,
thereby correcting an oversight. The outlook was stable at the time
of the withdrawal.
S&P's rating on VMED O2 UK Ltd. is unaffected.
*********
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,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
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