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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Monday, November 3, 2025, Vol. 26, No. 219
Headlines
F R A N C E
FINANCIERE TOP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
G E R M A N Y
SCHOLZ GROUP: Buyers Sought for HK Co's Shares in Two German Units
I R E L A N D
CAPITAL FOUR V: Fitch Assigns 'B-sf' Final Rating on Cl. F-R Notes
CAPITAL FOUR V: S&P Assigns B-(sf) Rating on Class F-R Notes
PALMER SQUARE 2023-3: Fitch Affirms 'BB+sf' Rating on Cl. E-R Notes
I T A L Y
DOVALUE SPA: Fitch Rates New EUR300MM Secured Notes 'BB(EXP)'
STELLA LOANS 2025-2: Fitch Assigns BB+(EXP) Rating on Class E Notes
L U X E M B O U R G
ALTHEA ACQUISITION: S&P Assigns 'B' ICR, Outlook Stable
N E T H E R L A N D S
CYBERSPACE BV: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
DTEK ENERGY: Fitch Hikes Foreign & Local-Currency IDRs to 'CCC-'
DUTCH MORTGAGE 2025-1: DBRS Gives Prov. BB Rating on Class X Notes
DUTCH MORTGAGE 2025-1: S&P Assigns CCC(sf) Rating on F-Dfrd Notes
S E R B I A
TELEKOM SRBIJA: Fitch Affirms 'B+' LongTerm Foreign Currency IDR
S W E D E N
ANTICIMEX INTERNATIONAL: S&P Assigns 'B' LT ICR, Outlook Stable
DOVALUE SPA: S&P Rates Proposed EUR300MM Senior Secured Notes 'BB'
S W I T Z E R L A N D
ALLWYN INTERNATIONAL: Fitch Puts BB- LongTerm IDR on Watch Positive
ALLWYN INTERNATIONAL: S&P Rates Proposed $1.64BB Term Loan B 'BB'
U K R A I N E
PROCREDIT BANK: Fitch Affirms 'CCC/CCC+' LongTerm IDRs
UKRAINIAN INTERNATIONAL: Fitch Affirms 'CCC/CCC+' IDRs
U N I T E D K I N G D O M
ALLEN GLENOLD: RSM Restructuring Named as Administrators
DEEPOCEAN LTD: Fitch Rates EUR480MM Secured Notes 'BB-'
DIGITAL BARRIERS: Alvarez & Marsal Named as Administrators
DOWSON 2024-1: S&P Affirms 'B-(sf)' Rating on Class F-Dfrd Notes
ENERGEAN PLC: Fitch Assigns 'BB(EXP)' Rating on Sr. Secured Notes
ENERGEAN PLC: S&P Affirms 'B+' ICR, Outlook Stable
FOUR SEAS: Interpath Ltd Named as Administrators
JAMES BURROWS: Conselia Limited Named as Administrators
MORTIMER 2025-1: Fitch Assigns 'BB+sf' Final Rating on Cl. X Notes
PCC GLOBAL: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
PCC GLOBAL: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
PLAY VIRTUOSO: Milner Boardman Named as Administrators
RMAC 2006-NS4: Fitch Affirms BB+ Rating on 2 Tranches
SUN II: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable
TRAFFORD CENTRE: S&P Affirms 'BB+(sf)' Rating on Cl. D1(N) Notes
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F R A N C E
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FINANCIERE TOP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Financiere Top Mendel SAS's Long-Term
Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. Fitch
has also affirmed the senior secured rating at 'BB-' with a
Recovery Rating of 'RR3' on the term loan B, the US dollar tranche
of which is co-issued by Financiere Mendel S.A.S. and Mendel US
Holding LLC.
Financiere Mendel S.A.S. is a Financiere Top Mendel subsidiary and
directly owns Ceva Sante Animale S.A., the France-based
manufacturer of animal health products.
The IDR reflects Ceva's robust business profile, including a
diversified portfolio of pharmaceutical and biological animal
health solutions, leading positions across species globally, and
good geographic diversification.
The Stable Outlook is supported by leverage metrics that Fitch
expects to remain within the sensitivities from 2026, after
releveraging in February 2025, underpinned by sustained healthy
operating margins from steady growth and improved cost management.
Fitch expects neutral to positive free cash flow (FCF) generation
to supporting deleveraging capacity.
Key Rating Drivers
Strong Profitability: Ceva generates healthy EBITDA margins,
supported by a diversified portfolio of pharmaceutical and
biological animal health solutions and leading positions across key
species. Margin resilience is aided by geographic diversification
and constant investments in innovations supporting operating
efficiency. Fitch expects the EBITDA margin to continue gradually
improving and be in the range of 28%-30% during 2025 to 2028,
driven by such operating efficiencies and better pricing mix as the
company increases the complexity of its offered treatments.
Deleveraging Trajectory: Fitch estimates Ceva's EBITDA leverage
will improve to 5.4x in 2025 from 5.6x at end-2024 and 6.2x at
end-2023, supported by EBITDA growth despite the EUR400 million
term loan B add-on in early 2025. Fitch forecasts leverage will
improve due to sustained EBITDA expansion and gradual FCF margin
improvement to neutral to mildly positive from neutral to negative,
given its investment cycle. Fitch projects EBITDA leverage will be
sustained at or below 5x from 2026, improving the leverage headroom
over the forecast period.
Ongoing Capex: Fitch expects Ceva's EBITDA growth to continue
supporting its large capex to extend capacity, mainly in poultry
and swine vaccines. In 2025, Fitch forecasts capex will reach a
peak of about EUR250 million accompanied by EBITDA growth, which
together with high interest payments will keep the FCF margin
pressured, albeit marginally positive. Fitch notes the company's
underling deleveraging capability, given its healthy operating
profitability and cash from operations, and estimate that FCF will
likely remain neutral to marginally positive beyond 2025 as Ceva
will likely maintain its high medium-term capital intensity.
Robust Business Model: Fitch views Ceva's business model as robust,
given its well-diversified product portfolio across species,
balanced geographic footprint with broad representation in
developed and emerging markets, and entrenched market positions in
well-defined niche product areas. This is reflected by the
company's ability to deliver positive organic sales and solid
operating margins through the cycle. However, in a global context,
Ceva ranks among niche scale pharmaceutical companies benefiting
from robust EBITDA margins projected above 30% through 2028.
Supportive Market Fundamentals: The rating reflects its view that
Ceva benefits from supportive market trends driving long-term
demand and market propensity for accelerated consolidation. The
animal health market offers many growth areas, backed by rising
consumption of animal-based proteins linked to a rising population,
rising incomes in emerging markets, advanced farming methods
requiring innovative therapies, and greater awareness of animal
health for both farm and companion animals and wellbeing in
developed countries shifting the focus to prevention from cure.
Focus on Organic Growth: The IDR supports a limited amount of
bolt-on acquisition activity (up to EUR50 million a year) as Ceva
focuses on internal investments, which Fitch expects to be funded
by internal cash flow plus available on-balance-sheet cash. Fitch
expects the company's larger M&A targets would also be supported by
shareholders' equity contributions. However, larger debt-funded M&A
is an event risk and could put the ratings under pressure.
Peer Analysis
Ceva benefits from a diversified product range, strong product
innovation, and broad geographic presence across developed and
emerging markets However, the business model is constrained by its
niche scale, which combined with product diversity position the
company's unleveraged profile in the 'bb' rating category. The
company's high leverage influences the rating, but also reflects
healthy underlying deleveraging capability to below 4.5x by 2028 in
the absence of a material increase in capital investment activity.
Ceva's main peers are Elanco Animal Health Incorporated
(BB/Stable), and Dechra Topco Limited (B+/Stable). The two-notch
rating difference with Elanco reflects the former's much smaller
scale and higher leverage, following Elanco's debt reduction in
2024. Dechra balances smaller scale and higher initial leverage
with a larger focus on the companion animal segment that has
structurally high growth rates.
Pharmaceutical companies in the 'B' rating category are normally
small, niche or generic businesses with concentrated portfolios or
balance sheets. Ceva's business model has similarities with Nidda
BondCo GmbH (Stada; B/Stable), although its comparative lack of
scale is balanced by greater geographic reach and materially lower
leverage.
Other asset-intensive pharma peers such as European Medco
Development 3 S.a.r.l. (Axplora; (B-/Stable) and Roar Bidco AB
(Recipharm; B/Stable) have higher leverage and for Axplora, weaker
business model given exposure to higher product concentration and
execution risks. Asset-light pharma companies like CHEPLAPHARM
Arzneimittel GmbH (B/Stable) and ADVANZ PHARMA HoldCo Limited
(B/Stable) have similar leverage profiles, but stronger operating
profitability and FCF generation, which offset their limited scale
and greater portfolio concentration risks.
Key Assumptions
- Double-digit organic revenue growth in 2025, driven by the
poultry and ruminant segments. Fitch forecasts mid-single digit
organic growth in 2026-2028
- EBITDA margins of 28% in 2025, gradually improving to 30% by
2028, as the company continues to optimise its cost structure.
- Trade working capital outflows of around 2%-3.5% of sales in
2025-2028, supporting sales growth
- High capex intensity of 12.8% in 2025, steadily declining towards
9.5% in 2028
- Total bolt-on acquisitions of EUR140 million in 2025-2028, funded
by internal cash generation.
Recovery Analysis
- The recovery analysis assumes that Ceva would be considered a
going concern (GC) in bankruptcy and reorganised rather than
liquidated. This is driven by the company's brand, quality of
product portfolio and established global market position.
- Fitch estimates the GC value available for creditor claims at
about EUR1.5 billion, based on a GC EBITDA of EUR250 million. The
GC EBITDA reflects the product contamination or similar compliance
issues, or due to infectious disease outbreaks affecting various
species in several regions akin to African Swine Fever. The
assumption also reflects corrective measures taken in the
reorganisation to offset the adverse conditions that trigger
default.
- Fitch assumes a 10% administrative claim.
- Fitch uses a 6.5x EBITDA enterprise value multiple to calculate a
post-reorganisation valuation, which is comparable with multiples
applied to some pharmaceutical peers. This multiple reflects Ceva's
strong organic growth potential, high underlying profitability and
protected niche market positions.
- Its principal waterfall analysis generated a ranked recovery in
the 'RR3' band for the all-senior secured capital structure,
comprising the EUR2.1 billion TLB, USD700 million (EUR600 million
equivalent) TLB and a fully drawn EUR100 million revolving credit
facility, assumed to be fully drawn prior to distress in accordance
with its methodology with all facilities ranking pari passu. Fitch
excludes from the senior secured creditor mass bilateral facilities
of around EUR228 million at end-June 2025 as these are unsecured
financial obligations of the group.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Evidence of weakening operating performance, operational
breakdowns (product issues/non-compliance) or M&A missteps leading
to EBITDA margins below 25%
- EBITDA leverage at or above 5.5x
- Opportunistic shareholder distributions constraining Ceva's
ability to invest in business and grow organically at
mid-single-digit rates
- Deterioration in underlying FCF generation
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Solid operating performance with turnover growing at high single
digit rates alongside maintenance of EBITDA margins above 26%
- Reduction in EBITDA leverage below 4.5x on a sustained basis
- Commitment to more conservative financial policy
- FCF margins sustained in the mid- to high- single digits
Liquidity and Debt Structure
At end-June 2025, Ceva reported Fitch-defined readily available
cash of EUR178 million (after adjustment for restricted cash of
EUR25 million). The group has no material upcoming debt repayment
maturities and expected positive FCF generation will support the
group's liquidity. Moreover, the group has a EUR100 million
revolving credit facility due 2030 that supports liquidity.
The company's sources of funding are concentrated and mainly
consist of EUR2.1 billion and USD700 million (EUR600 million
equivalent) TLBs that are due to be repaid in November 2030.
Issuer Profile
Ceva is an animal health company that develops, manufactures and
distributes a large portfolio of pharmaceutical products and
vaccines for poultry, swine, ruminants and companion animals.
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
Ceva has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security due to regulatory interventions
and end-consumer preferences away from the use of antibiotics in
feed for animals, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Financiere Mendel
S.A.S.
senior secured LT BB- Affirmed RR3 BB-
Financiere Top
Mendel SAS LT IDR B+ Affirmed B+
Mendel US
Holding LLC
senior secured LT BB- Affirmed RR3 BB-
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G E R M A N Y
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SCHOLZ GROUP: Buyers Sought for HK Co's Shares in Two German Units
------------------------------------------------------------------
Mr. Fok Hei Yu and Mr. Chow Wai Shing Daniel of FTI Consulting
(Hong Kong) Limited were appointed as the Joint and Several
Receivers and Managers over, among other things, the entire issued
shares of two Hong Kong companies, which together directly and
indirectly own 100% shares in two German companies ("Target
Companies") within Scholz Group.
The Receivers are now seeking expressions of interest for the
acquisition of the shares in the Target Companies in part or in
whole. The Receivers, the Target Companies and Scholz Group will
not provide any representations and warranties in relation to the
state, fitness or condition of the shares. Interested parties are
expected to conduct and rely on their own due diligence.
The deadline for submission of an expression of interest is on Nov.
21, 2025, at 5:00 p.m. (Hong Kong time).
Interested parties who wish to submit an expression of interest or
obtain further information may contact the Receivers at
Project_Marble@fticonsulting.com or:
Ms. Munan Jiang
Tel: +852 3768 4713
Email: munan.jiang@fticonsulting.com
Ms. Zili Wang
Tel: +852 3768 4644
Email: zili.wang@fticonsulting.com
Mr. Alex Chan
Tel: +852 3768 4644
Email: alex.chan@fticonsulting.com
About Scholz Group
Scholz Group mainly engages in metal scrap recycling and trading
business. The Group operates globally with a strong presence in
Europe, including operations in Germany, Poland, Austria, Slovenia,
and other countries. The Group generated a revenue of approximately
EUR1.7 billion in the financial year of 2024.
Scholz Group is a member of Chiho Environmental Group Limited and
is headquartered in London, United Kingdom.
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I R E L A N D
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CAPITAL FOUR V: Fitch Assigns 'B-sf' Final Rating on Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Capital Four CLO V DAC reset notes final
ratings.
Entity/Debt Rating Prior
----------- ------ -----
Capital Four CLO V DAC
A XS2582079989 LT PIFsf Paid In Full AAAsf
A-1-R XS3199005433 LT AAAsf New Rating
A-2-R XS3199005607 LT AAAsf New Rating
B-1 XS2582080300 LT PIFsf Paid In Full AAsf
B-2 XS2582080482 LT PIFsf Paid In Full AAsf
B-R XS3199005862 LT AAsf New Rating
C XS2582080565 LT PIFsf Paid In Full Asf
C-R XS3199006084 LT Asf New Rating
D XS2582081027 LT PIFsf Paid In Full BBB-sf
D-R XS3199006241 LT BBB-sf New Rating
E XS2582081290 LT PIFsf Paid In Full BB-sf
E-R XS3199006597 LT BB-sf New Rating
F XS2582081373 LT PIFsf Paid In Full B-sf
F-R XS3199006753 LT B-sf New Rating
X-R XS3199005276 LT AAAsf New Rating
Transaction Summary
Capital Four CLO V DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem the existing notes, except the
subordinated notes, and to fund the portfolio with a target par of
EUR400 million. The portfolio is actively managed by Capital Four
CLO Management II K/S and Capital Four Management
Fondsmæglerselskab A/S. The CLO has a 4.5-year reinvestment period
and a 8.5-year weighted average life (WAL) test covenant at
closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor of the identified portfolio is 24.4
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.5%.
Diversified Portfolio (Positive): The transaction includes two sets
of Fitch test matrices, one of which is effective at closing. Each
set includes two matrices with fixed-rate obligation limits of 5%
and 10%. The closing matrix set corresponds to a top 10 obligor
concentration limit of 20%, and a 8.5-year WAL test covenant. The
forward matrix set correspond to the same top 10 obligors limit,
and a 7.5-year WAL test covenant.
The forward matrix set will be effective 12 months after closing,
provided the collateral principal amount (defaults carried at
collateral value) is at least at the reinvestment target par
balance, among other conditions. The transaction also includes
various concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant at the issue date, to account for the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period. These include passing the coverage tests and the Fitch
'CCC' bucket limit test after reinvestment, and a WAL covenant that
gradually steps down, before and after the end of the reinvestment
period. These conditions would reduce the effective risk horizon of
the portfolio in stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of no more than one notch for
the class B-R to E-R notes, to below 'B-sf' for the class F-R notes
and have no impact on the class X-R, A-1-R and A-2-R notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than iassumed, due to
unexpectedly high levels of default and portfolio deterioration.,
The class C-R notes have a rating cushion of one notch and the
class B-R, D-R, E-R and F-R notes each have a cushion of two
notches, due to the better metrics and shorter life of the
identified portfolio than the Fitch-stressed portfolio. The class
X-R, A-1-R and A-2-R notes have no rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A-R to F-R notes. The class X-R notes would
be unaffected.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches, except for the 'AAAsf' rated
notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Capital Four CLO V
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
CAPITAL FOUR V: S&P Assigns B-(sf) Rating on Class F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Capital Four CLO
V DAC's class X-R, A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R 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 March 2023. The existing classes of notes were fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date. The ratings on the original notes have
been withdrawn.
The reinvestment period will be approximately 4.50 years, while the
non-call period will be 1.50 years after closing.
Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The ratings assigned to the 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 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
our counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,760.17
Default rate dispersion 595.27
Weighted-average life (years) 4.79
Obligor diversity measure 148.05
Industry diversity measure 23.36
Regional diversity measure 1.31
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 178
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Target 'AAA' weighted-average recovery (%) 36.13
Actual weighted-average spread (net of floors; %) 3.66
Actual weighted-average coupon (%) 3.01
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we modelled the covenanted
weighted-average spread of 3.60%, the covenanted weighted-average
coupon of 3.00%, the target weighted-average recovery rates at all
rating levels, calculated in line with our CLO criteria for all
classes of notes. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes."
The class X-R, A-1-R, and A-2-R notes can withstand stresses
commensurate with the assigned ratings.
For the class F-R notes, S&P's credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating.
However, S&P has applied its 'CCC' rating criteria, resulting in a
'B- (sf)' rating on this class of notes.
The ratings uplift for the class F-R notes reflects several key
factors, including:
-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P said, "Our model generated break-even default rate at the
'B-' rating level of 24.98% (for a portfolio with a
weighted-average life of 4.79 years), versus if we were to consider
a long-term sustainable default rate of 3.2% for 4.79 years, which
would result in a target default rate of 15.33%."
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
X-R, A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class X-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with our benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average.
For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities.
Capital Four CLO V is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Capital
Four CLO Management II K/S and Capital Four Management
Fondsmæglerselskab A/S manage the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
X-R AAA (sf) 1.60 N/A Three/six-month EURIBOR
plus 0.85%
A-1-R AAA (sf) 240.00 40.00 Three/six-month EURIBOR
plus 1.34%
A-2-R AAA (sf) 8.00 38.00 Three/six-month EURIBOR
plus 1.65%
B-R AA (sf) 41.00 27.75 Three/six-month EURIBOR
plus 1.90%
C-R A (sf) 24.00 21.75 Three/six-month EURIBOR
plus 2.20%
D-R BBB- (sf) 29.00 14.50 Three/six-month EURIBOR
plus 3.25%
E-R BB- (sf) 19.00 9.75 Three/six-month EURIBOR
plus 5.20%
F-R B- (sf) 13.00 6.50 Three/six-month EURIBOR
plus 7.88%
Sub notes NR 35.40 N/A N/A
*The ratings assigned to the class A-1-R, A-2-R, and B-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
PALMER SQUARE 2023-3: Fitch Affirms 'BB+sf' Rating on Cl. E-R Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Palmer Square European Loan Funding
2023-3 DAC's class B-R, C-R and D-R notes.
Entity/Debt Rating Prior
----------- ------ -----
Palmer Square European
Loan Funding 2023-3 DAC
A-R XS2934650453 LT AAAsf Affirmed AAAsf
B-R XS2934650883 LT AAAsf Upgrade AA+sf
C-R XS2934651188 LT AA+sf Upgrade A+sf
D-R XS2934651428 LT A-sf Upgrade BBB+sf
E-R XS2934652079 LT BB+sf Affirmed BB+sf
Transaction Summary
Palmer Square European Loan Funding 2023-3 DAC is an arbitrage cash
flow collateralised loan obligation (CLO) that is being serviced by
Palmer Square Europe Capital Management LLC (Palmer Square). The
transaction has a static pool with a remaining weighted average
life of 3.5 years as of the October 2025 report date and was
refinanced in December 2024.
KEY RATING DRIVERS
Deleveraging Transaction: Around EUR81 million of the A-R notes
have been repaid since the transaction was refinanced in December
2024. This has resulted in an increase in credit enhancement across
the capital structure, which drives the upgrades and affirmations.
As of the latest trustee report dated 10 October 2025, there was
EUR16.5 million cash in the principal account, which Fitch expects
will be used to further pay down the class A-R notes. The
comfortable break-even default rate cushions for all notes ratings
support the Stable Outlooks.
Stable Performance: Static Portfolio - The transaction does not
have a reinvestment period, and discretionary sales are not
permitted. The transaction's performance has been stable, with the
latest trustee report showing 1.6% of assets with a Fitch-Derived
Rating of 'CCC+' and below. The transaction is exposed to 8.6% of
assets that have an Issuer Default Rating with a Negative Outlook,
according to Fitch's calculations. The transaction has no defaulted
assets and is slightly above par.
Low Refinancing Risks: The transaction has manageable exposure to
near- and medium-term refinancing risk, with 0.3% portfolio assets
maturing in 2025 and 3.1% maturing in 2026.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The weighted average rating
factor of the current portfolio is 24.6 as calculated by Fitch
under its latest criteria. About 8.6% of the portfolio is currently
on Negative Outlook.
High Recovery Expectations: Senior secured obligations comprise
98.4% of the portfolio. 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 current portfolio is 63.7%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 15.6%, and no obligor
represents more than 1.7% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 35.3% as calculated by
Fitch. Fixed-rate assets as reported by the trustee are at 5%.
Deviation from Modelled Implied Rating: The rating for the class
D-R notes is two notches below their modelled implied rating,
reflecting its insufficient default-rate cushion.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Palmer Square
European Loan Funding 2023-3 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
=========
I T A L Y
=========
DOVALUE SPA: Fitch Rates New EUR300MM Secured Notes 'BB(EXP)'
-------------------------------------------------------------
Fitch Ratings has assigned doValue S.p.A.'s proposed senior secured
notes an expected rating of 'BB(EXP)'. The EUR300 million notes
will have a six-year maturity, and doValue will use their proceeds
to fund its acquisition of coeo, a German debt servicer and
purchaser (see 'doValue's Ratings Would Be Unaffected by German
Debt Servicer Purchase').
The final rating is contingent on the receipt of final documents
conforming to the information already received.
Key Rating Drivers
Rating Equalised with IDR: The senior secured notes' expected
rating is in line with doValue's 'BB' Long-Term Issuer Default
Rating (IDR), reflecting its expectation of average recovery
prospects, despite the notes' secured nature. The notes will be
secured by doValue's shares in its subsidiaries, which are also
guarantors of the bonds. The notes will rank pari passu with the
company's bank facilities and its existing EUR300 million senior
secured notes due in February 2030 and have the same security
package.
Transaction Neutral to Rating: Fitch expects the new notes will be
broadly neutral to its assessment of doValue's leverage, defined as
gross debt-to-EBITDA, because doValue's acquisition of coeo is
EBITDA-accretive, in its view, contributing to a forecast 35%-40%
year-on-year EBITDA growth in 2026. This, together with the
contractual amortisation of doValue's bank loans, should keep
pro-forma leverage below 3.5x in 2026. Expected high leverage in
4Q25, between the bond issue and the transaction close in January
2026, is mitigated by doValue holding the bond proceeds in an
escrow account until their deployment.
The key rating drivers for doValue's Long-Term IDR are outlined in
its rating action commentary published on 6 June 2025 (see 'Fitch
Affirms doValue at 'BB'; Outlook Stable'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Any negative action on doValue's Long-Term IDR would drive a
corresponding action on the expected rating of the proposed notes.
The expected rating may also be downgraded if Fitch believes that
recovery prospects will likely weaken materially, although this is
not Fitch's base case.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of doValue's Long-Term IDR would result in a similar
action on the expected rating of the proposed bonds.
Significant improvements to the notes' recovery prospects, for
example, due to the issuance of material lower-ranking unsecured or
subordinated debt, could lead Fitch to notch the notes' rating up
from the Long-Term IDR.
Date of Relevant Committee
05 June 2025
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
----------- ------
doValue S.p.A.
senior secured LT BB(EXP) Expected Rating
STELLA LOANS 2025-2: Fitch Assigns BB+(EXP) Rating on Class E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Auto ABS Italian Stella Loans S.r.l.
(Series 2025-2) notes expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information reviewed.
Entity/Debt Rating
----------- ------
Auto ABS Italian
Stella Loans S.r.l.
(Series 2025-2)
A1 IT0005675787 LT AA+(EXP)sf Expected Rating
A2 IT0005675795 LT AA+(EXP)sf Expected Rating
B IT0005675803 LT AA(EXP)sf Expected Rating
C IT0005675811 LT A(EXP)sf Expected Rating
D IT0005675837 LT BBB+(EXP)sf Expected Rating
E IT0005675845 LT BB+(EXP)sf Expected Rating
Transaction Summary
Auto ABS Italian Stella Loans S.r.l. (Series 2025-2) will be a
seven-month revolving period securitisation of Italian balloon or
amortising auto loans originated by Stellantis Financial Services
Italia (SFS), a captive lender resulting from a joint venture
between Stellantis N.V. (not rated) and Santander Consumer Bank
S.p.A. (not rated).
KEY RATING DRIVERS
Low Expected Defaults: Historical default rates for SFS are lower
than for other captive auto loan lenders operating in Italy. The
preliminary portfolio comprises loans advanced to private borrowers
(91.2%) and commercial borrowers (8.8%). Fitch has derived separate
asset assumptions for different products, reflecting varying
performance expectations and products. Fitch assumed a weighted
average (WA) base-case lifetime default and recovery rate of 2.1%
and 38.6%, respectively, for the total portfolio.
Balloon Loans Risk Addressed: The preliminary portfolio partly
consists of balloon loans (44.1% of the pool balance), while the
remainder comprises amortising auto loans. Balloon loan borrowers
may face a payment shock at maturity if they cannot refinance the
balloon amount or return or sell their car. Fitch has considered
this additional default risk by applying a higher default multiple.
The WA default multiple of the portfolio is 5.0x at 'AA+(EXP)sf'.
Limited Data for Multi-Step Loans: The portfolio includes
approximately 11.7% multi-step loans, with no restrictions during
the revolving period. Multi-step loans feature two repayment
phases, with the instalment in the first phase lower than that of
the second phase. SFS began originating these loans in 2021, and
the data history is currently shorter than for other products it
offers. Fitch has factored this into the default multiples for
sub-pools with a significant proportion of multi-step loans, such
as private used and private new standard loans.
No Servicing Fees Modelled: The deal envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. The reserve is adequate to cover its
stressed servicer fees at the notes' maximum achievable rating
throughout the transaction's life. Consequently Fitch has not
modelled servicing fees in its cash flow analysis, resulting in the
availability of higher excess spread to the structure.
Excess Spread Notes' Rating Cap: The class E excess spread notes
are not collateralised and their interest and principal will be
paid from available excess spread. The class E notes will start
amortising from the issue date and during the seven-month revolving
period. Fitch caps the excess spread notes' ratings at 'BB+sf', in
line with its Global Structured Finance Rating Criteria.
'AA+sf' Sovereign Cap: Ratings in Italian structured finance
transactions are capped at six notches above Italy's Issuer Default
Rating (IDR, BBB+/Stable/F1), which is the case for the class A
notes. The Stable Outlook on these notes reflects that on the
sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The ratings of the class A and B notes, at the applicable rating
cap, are sensitive to changes to Italy's Long-Term IDR and Outlook.
A revision of the Outlook on Italy's IDR to Stable would trigger
similar action on these notes. Unexpected increases in the
frequency of defaults or decreases in recovery rates that could
produce loss levels larger than the base case and could result in
negative rating action on the notes. For example, a simultaneous
increase in the default base case by 25% and a decrease in the
recovery base case by 25% would lead to two-notch downgrades of the
class B and C notes and one-notch downgrades of the class D and E
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Italy's IDR and revision of the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A notes, provided that sufficient credit
enhancement was available to withstand the stresses associated with
rating scenarios higher than 'AA+sf'.
An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to four notches for the class B to D notes. This
is provided there are no qualitative arising elements that could
limit the ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Auto ABS Italian Stella Loans S.r.l. (Series 2025-2)
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
===================
L U X E M B O U R G
===================
ALTHEA ACQUISITION: S&P Assigns 'B' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
on Althea Acquisition Bidco S.a.r.l., a new financing vehicle of
Zentiva Group. S&P assigned its 'B' issue ratings on the EUR2.6
billion first-lien TLB issued by Althea Acquisition on Oct. 3,
2025. The recovery rating on the debt facilities is '3' reflecting
S&P's expectation of meaningful recovery (50%-70%, rounded estimate
60%) in the event of a payment default.
Pan-European generic drug company Zentiva Group. announced its sale
by Advent International to new financial sponsor GTCR Funds in
September 2025. The transaction will be financed through the new
EUR2.6 billion first-lien term loan B (TLB) and EUR1.59 billion of
equity, of which EUR535 million are preferred equity certificates
(PECs). A EUR350 million revolving credit facility (RCF), which is
expected to remain undrawn at closing, will simultaneously be put
in place, an increase from the previous RCF.
S&P said, "GTCR's acquisition of Zentiva, with the transaction
expected to close in January 2026, will be financed through a new
term loan and EUR1.59 billion in equity, including EUR535 million
in PECs, which we treat as debt under our methodology. After the
transaction, we forecast Zentiva's total S&P Global
Ratings-adjusted debt will increase to about EUR3.5 billion, with
S&P Global Ratings-adjusted debt to EBITDA surpassing 8.0x in 2025
and gradually decreasing to about 7.0x by 2027. Excluding PECs, we
expect S&P Global Ratings-adjusted leverage to be 7.0x in 2025,
declining to about 6.0x by 2027." The PECs bear capitalized
interest, which protects cash flow generation. The company's
leverage, which had already been affected by a dividend
recapitalization of EUR625 million in March 2025, is stretched for
the current 'B' rating but the healthy cash flow coverage ratios
and Zentiva's track record of very robust operating performance are
mitigants.
"Zentiva's results in the first eight months of fiscal 2025
reaffirm our confidence in the company's full year outlook. Group
revenues increased by 9.2% year on year to EUR1.1 billion, in line
with full-year expectations, driven by the strong performance in
the Central and Eastern Europe (CEE) markets and solid growth in
Germany and France. Reported EBITDA increased by 10.4% to EUR286
for year-to-date August 2025 million, supported by a favorable
product mix and new launches, with efficiency gains offsetting
growth and merger and acquisition-related costs.
"We forecast full year 2025 revenues to increase by 8.0%–8.5% to
EUR1.65 billion–EUR1.75 billion, underpinned by strong organic
growth in core generics and over-the-counter (OTC) on the back of
robust market positioning, full contribution from the Apontis
Pharma acquisition combined with volume growth in CEE markets
alongside product innovation. We expect profitability metrics to
improve, with S&P Global Ratings-adjusted EBITDA margins of
24%-24.5%, about 100 basis points (bps) above previous
expectations. Introducing high-margin products and enhanced cost
efficiency from recent operational improvements, should help
sustain profitability. We forecast S&P Global Ratings-adjusted free
operating cash flow (FOCF) to improve to EUR80 million-EUR90
million, although below expectations, driven by lower working
capital inflows and higher capital expenditure (capex). As such, we
expect S&P Global Ratings-adjusted leverage to increase temporarily
to about 8.2x (from an expected 6.3x) stemming from increased debt
levels from the EUR2.6 billion new TLB issuance, and the PEC which
we treat as debt, despite increased profitability.
"We expect credit metrics to remain commensurate with our existing
'B' rating for 2026-2027, reflecting meaningful deleveraging and
S&P Global Ratings-adjusted EBITDA margin expansion. We think that
robust topline growth and improved profitability should drive
Zentiva's S&P Global Ratings-adjusted leverage to decline to about
7.5x-8.0x in 2026, and to 7.0x-7.5x in 2027. That said, under our
revised base case, we forecast revenues to improve to EUR1.8
billion-EUR1.9 billion reflecting volume offtakes, further product
launches, and active price management initiatives. S&P Global
Ratings-adjusted EBITDA margins should improve 100 bps-150 bps
against previous expectations between 24.5%-25.5%, underpinned by
strong product diversification, favorable demand trends, and
consistent execution from management. Therefore, we think that S&P
Global Ratings-adjusted FOCF should remain healthy and improve to
about EUR100 million-EUR120 million, supported by strong
profitability offsetting higher capex and working capital swings.
"Zentiva's medium-term strategy supports stable growth and market
expansion while managing operational risks through 2026-2027. We
think that under GTCR's ownership, Zentiva should maintain its core
strategy focused on organic growth through price increases, volume
gains, new product launches, and opportunities from loss of
exclusivity. Its acquisition approach targets bolt-on deals to
strengthen OTC and specialty portfolios or expand geographic reach,
particularly in underpenetrated markets. For example, the
acquisition of Apontis in late 2024 has provided valuable assets in
cardiology as well as an expansion of the company's Germany-based
operations beyond the generics' tenders. The company aims to
reinforce its leadership in CEE, especially in the Czech Republic,
Slovakia, and Romania; while driving Western European growth
through Germany and France; and expanding its business-to-business
(B2B) segment. There are, however, challenges, including
uncertainty regarding volumes for new specialty drug launches and
the impact of consumer sentiment on volume and product mix gains in
the OTC segment. We also recognize the volatility of underlying
input costs, which is somewhat offset by Zentiva's in-house
manufacturing operations. The company benefits from a diversified
sales and manufacturing presence across Europe but is not exposed
to the U.S. pharmaceutical market.
"The stable outlook reflects our view on Zentiva's robust operating
performance, supported by strong product diversification, favorable
demand trends, and consistent execution by management. We
anticipate S&P Global Ratings-adjusted EBITDA margins of 24%–25%
over the next two years, with EBITDA cash interest coverage
remaining above 2.5x, while S&P Global Ratings-adjusted debt to
EBITDA will temporarily peak above 8.0x in 2025 and gradually
decline to about 7.0x by 2027 due to the recent transaction.
"We could lower the rating if Zentiva's adjusted leverage were to
deteriorate and remain above 7.0x on a sustained basis, or if the
company's EBITDA cash interest coverage were to deteriorate below
2.5x."
This could occur if:
-- It made debt-funded acquisitions;
-- Its earnings deteriorated because competition was fiercer than
expected; or
-- Its capacity to successfully launch products quickly was
diminished.
S&P could raise the rating if the company sustained adjusted debt
to EBITDA below 5.0x while generating comfortable FOCF, such that
it remains able to mostly self-fund future growth. This would
correspond to adjusted FOCF to debt of at least 5% or above on a
sustained basis.
=====================
N E T H E R L A N D S
=====================
CYBERSPACE BV: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned Cyberspace B.V. (Nord Security) debut
first-lien USD550 million term loan B issued by cyberswift B.V. a
final senior secured rating of 'BB+', with a Recovery Rating of
'RR2'. Fitch has affirmed Nord Security's Long-Term Issuer Default
Rating (IDR) of 'BB' with a Stable Outlook.
The final rating is in line with the expected rating assigned on
September 8, 2025, as the final documentation conformed to that
received.
The ratings reflect Nord Security's strong market position in
consumer cybersecurity as the largest provider of virtual private
networks (VPN), high recurring revenue and high retention rates.
Its ability to increase operating leverage combines with a flexible
cost structure. Deleveraging is enhanced by strong cash flow
generation and large customer advances.
The rating is constrained by scale, limited product diversification
and a more aggressive financial policy as Fitch expects
shareholders to prioritise investment and return on equity,
limiting debt reduction.
Key Rating Drivers
Leading Market Position: The rating reflects Nord Security's
leading global market position in the consumer VPN market, based on
its core B2C model serving a customer base of over 15 million in
130 countries. High brand awareness, particularly through flagship
product Nord VPN and value for money Surfshark - both targeting the
overall personal VPN market - offers excellent cross-selling
opportunities mostly sold in bundles, securing sustainable organic
growth.
Nord Security generates strong recurring revenue (over 80%
retention rate) under its prepaid subscription model - mostly
comprising monthly, one- and two-year subscription plans, which
account for 97% of subscription billings. User retention rates
above 75% are consistent with the cybersecurity industry. Fitch
assumes sustained organic growth at a 19% CAGR between 2024 and
2027, which will be supported by pricing power, positive market
fundamentals and new product launches enhancing the core product
offering comprising more than 10 products across privacy, identity
and threat protection areas.
Good Profitability: Fitch expects the Fitch-defined EBITDA margin
(excluding deferred revenues shown within cash flow from operations
(CFO)) at about 11% in 2025, improving to 16.5% by 2029, driven by
the high volumes embedded in high retention rates and new customer
additions, resulting in high operating leverage.
Proprietary in-house software development is mainly in Lithuania,
where 76% of the company's staff are based. This is a competitive
cost advantage, supported by more efficient customer acquisition
cost management. This results in a significant proportion of new
billings driven by brand, benefiting from less expensive marketing
channels, such as mobile, pay-per-click-brand and search engine
optimisation. Additionally, marketing spend can be significantly
reduced at short notice with a less-than-proportional impact on new
billings, due to the strength of the brand and performance of
organic growth.
Healthy Cash Flow Generation: The company's EBITDA margin is below
that of more established cybersecurity peers, primarily driven by
high customer acquisition costs to drive higher business growth,
but it benefits from solid free cash flow (FCF) generation and cash
conversion converging with peers. Fitch expects FCF to sales
margins to rise, from about 11.5% in 2025 to 20% by 2028,
benefiting from organic EBITDA growth and inherently low capex,
while higher customer prepayments lead to favourable working
capital dynamics, accounting for an average 50% of FCF annually.
Strong Organic Deleveraging: Leverage of 5.1x based on
Fitch-defined EBITDA of USD108 million in 2025 (implying a 0.5x
higher leverage than previous expectations due to the USD50 million
increase of the Term Loan B to USD550 million) is high for the
rating. However, Fitch expects it will fall to 2.9x in 2027 (below
its sensitivity of 3.0x), and towards 2.2x by 2029. This is based
on a stable renewal rate, high pricing power on renewals and bundle
offerings, and continued additions to the customer base, even
though Fitch conservatively assumes slower new customer growth.
Fitch expects EBITDA interest coverage to remain strong, over 6.0x
by 2028.
Positive Market Growth Fundamentals: Cybersecurity is a large and
fast-developing market, although more exposed to macro cycles than
stickier corporate addressable markets. However, higher awareness
of cybersecurity protection is shifting consumer behaviour beyond
the tech-savvy customer base. Lower penetration rates for
cybersecurity in core markets provide scope for faster growth,
particularly in the US, as the company is well positioned to
capture market share from strong brand awareness.
Limited Product Diversification: Nord Security's core cybersecurity
business has lower retention rates than traditional enterprise
software. A narrow focus could expose it to risks associated with
cybersecurity, such as technology disruptions. At its rating, this
is mitigated by the high secular growth market and ability to
increase market share. The company has a well-diversified customer
base and geography, with exposure to 130 countries, although about
44% of billings are from resilient markets, such as North America,
with about 37% from Europe.
Financial Policy Constrains Rating: The debut USD550 million debt
raising is to fund a shareholder distribution and transaction fees,
together with outstanding cash. Following the dividend
recapitalisation, excess cash flows may be used for strategic M&A
(after organic growth investments) but mostly for shareholder
distributions, anchoring the rating. Critically, for the 'BB'
rating, Fitch assumes that any shareholder remuneration would be
limited to excess annual FCF generation and, therefore, a more
aggressive stance might only occur if EBITDA grows sustainably
allowing for further borrowing capacity.
Peer Analysis
Nord Security has a strong consumer focus on online safety, but Gen
Digital Inc (BB+/Negative; formerly known as Norton LifeLock, Inc.)
is a global, highly diversified peer focused on consumer cyber and
protecting devices, and following the acquisition of Money Lion
Inc, diversified into consumer financial services.
Nord Security is smaller than Gen Digital and RingCentral Inc
(BB+/Stable), a cloud-based business communication and software
solutions provider, and TriNet Group, Inc (BB+/Stable), a digital
HR systems service provider. Gen Digital has superior
profitability, with EBITDA margins above 50% (Fitch-defined), while
Nord Security's revenue is growing more quickly. Other 'BB'
category software services peers, including Ring Central and
TriNet, exhibit EBITDA margins of 25% and 10%, the latter more
aligned with Nord Security's margin.
US peers tend to exhibit greater debt capacity than Nord Security,
often because of their greater scale and diversity, despite Nord
Security's superior CFO-capex to debt ratio. Fitch expects the
company to deleverage organically, likely to below 3.5x by
end-2027, more aligned with GenDigital's expectations, but above
the 2x-2.5x EBITDA leverage for TriNet and RingCentral.
Compared with Fitch's 'B' category technology portfolio, Nord
Security has materially lower leverage than peers including
TeamSystem S.p.A (B/Stable) and B2B focused security solutions
provider Sophos Intermediate I Limited (B/Stable), both with
leverage of about 6x or higher by end-2024; while its EBITDA
interest coverage, expected at above 5.5x between 2025 and 2028, is
relatively higher than the 2x-3x for Teamsystem and Webpros
Investments S.A.R.L (B+/Stable), a software provider focused on web
hosting.
Key Assumptions
- Revenue rises, expected at 19% CAGR between 2024 and 2027,
slowing to the high-single digits on potentially higher
technological and competition risks
- Fitch-defined EBITDA margin to gradually increase, from around
11% in 2025 towards about 17% by 2030
- Low capex (around 0.5% of sales)
- No M&A factored in
- Excess cash flows assumed to be distributed to shareholders,
based on minimum cash balances of above USD100 million a year
Recovery Analysis
Fitch rates Nord Security's senior secured debt at 'BB+' in
accordance with its Corporates Recovery Ratings and Instrument
Ratings Criteria, under which it applies a generic approach to
instrument notching for 'BB' rated issuers. Fitch labels Nord
Security's debt as 'Category 2 first lien' according to its
criteria, resulting in a Recovery Rating of 'RR2', with one notch
uplift from the IDR to 'BB+'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch-adjusted EBITDA leverage above 3.0x on a sustained basis
- (CFO-capex)/debt ratio below 15% on a sustained basis
- EBITDA interest coverage sustainably below 5.0x
- Organic revenue growth near or below mid-single digits, resulting
in weaker FCF generation
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A committed financial policy leading to less aggressive
shareholder distribution and conservative M&A policy, resulting in
Fitch-adjusted EBITDA leverage below 2.0x on a sustained basis
- Higher scale and further product suite enhancement or
diversification supporting business growth without dilution of
profitability and FCF generation
- Organic revenue rises consistently above high-single digits
Liquidity and Debt Structure
Nord Security had USD128 million of cash on balance sheet at
end-2024 and an unlevered capital structure.
After the transaction, Fitch expects liquidity to remain strong,
based on healthy FCF generation, at low-double digits as a
percentage of sales, expected to gradually increase up to 20% of
annual sales. Fitch expects cash balances to remain above USD100
million a year. This is based on its assumption that all excess FCF
would be distributed to shareholders annually. In addition,
liquidity is supported by USD100 million revolving credit facility,
which Fitch assumes will remain undrawn.
The increased USD550 million term loan B is due in 2032.
Issuer Profile
Nord Security is the world's leading VPN provider, serving 15
million customers in 130 countries through a cybersecurity product
offering mainly focused on areas of privacy, identity and threat
protection. The company is based in Lithuania.
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
----------- ------ -------- -----
cyberswift B.V.
senior secured LT BB+ New Rating RR2 BB+(EXP)
CYBERSPACE B.V. LT IDR BB Affirmed BB
DTEK ENERGY: Fitch Hikes Foreign & Local-Currency IDRs to 'CCC-'
----------------------------------------------------------------
Fitch Ratings has upgraded DTEK Energy B.V.'s Long-Term Foreign-
and Local-Currency Issuer Default Ratings (IDRs) to 'CCC-' from
'CC'. Fitch also upgraded the senior unsecured instrument rating to
'CCC-' from 'CC' with a Recovery Rating of 'RR4'.
The upgrade reflects Fitch's expectations that DTEK Energy no
longer faces an imminent risk of default, after several bond
repurchases below par in recent years and some stabilisation of the
business operations.
The rating remains constrained by the uncertainty on DTEK Energy's
ability to service upcoming bond principal amortisation due to the
National Bank of Ukraine's (NBU) moratorium on cross-border
foreign-currency payments. It also reflects liquidity and
refinancing risk in view of the December 2027 maturity of the
company's USD883 million bonds, constituting the vast majority of
total debt.
Key Rating Drivers
No Imminent Default, High Refinancing Risk: Fitch does not see now
an imminent risk of default for DTEK Energy after the bond
repurchase via reverse auctions in recent years with the related
debt reduction. Fitch believes the company will opportunistically
buy some portion of its debt in open-market transactions when
possible.
DTEK Energy faces high refinancing risk as its USD883 million (book
value as of 30 June 2025) Eurobond matures in December 2027. The
company serviced its bonds in 2024 and 1H25 (USD75 million on
average a year for coupon and USD15 million of principal) and spent
USD152 million on bond buybacks in 1H25, but future payment
capacity is uncertain due to NBU restrictions, limited liquidity
and foreign-currency availability.
Moratorium Relaxed: The NBU relaxed the moratorium on cross-border
foreign-currency payments in 2024 under certain conditions.
Companies are now allowed to purchase foreign currencies and send
cash abroad by means of dividends to service coupon payment of
bonds issued abroad, but principal repayments are still not
permitted. The company has so far not been granted an exception to
the FX transfer moratorium for any capital repayments.
Bond Consent Solicitation and Deleveraging: In June 2025, DTEK
Energy received consent from bondholders to amend bond conditions.
The company committed to extra deleveraging, with USD100 million
repayments annually in 2025, 2026, and 2027, in addition to
scheduled payments of about USD15 million annually. Relaxed
covenants allow use of the restricted basket if annual deleveraging
targets are met, enabling outflows to owners.
Eurobond Buybacks: Between February and April 2025, DTEK Energy
completed Eurobond buybacks totalling UAH7,485 million (USD181
million, fully satisfying 2025 and partly 2026 requirements) at a
cash outflow of UAH6,296 million. Buybacks were conducted
privately, achieving a financial gain of UAH1,189 million. Fitch
assumes further bond repayments in 2026 in open market transactions
in line with amended bond documentation.
Equity Deductions from Related-Party Transactions: DTEK Energy
executed transactions with related parties totalling UAH7,679
million (USD184 million) in 2Q and 3Q25 after satisfying the
deleveraging targets, resulting in cash outflows. Fitch expects
outflows to related parties in 2026-2027.
Operational Coal Continuity Amid Disruptions: The Dobropolskaya
Coal Enrichment Plant and Bilozerska Mine were idled in July and
September 2025 due to damage and proximity to hostile zones, but
the impact on DTEK's results is limited as other Pavlogradcoal
mines remain fully operational and provide most coal supply. Most
mines are relatively far from the front line, and high coal
inventories at thermal power plants allow sales to third parties
when plants are shut. Coal prices in 2025 remain stable, supporting
revenue despite operational challenges.
Regulatory Price Cap Increases: In June 2025, the Ukrainian
regulator raised peak hour price caps by about 25%, effective 31
July 2025, while non-peak caps remained unchanged. DTEK Energy
expects this to lead to an insignificant increase in its average
energy sales price. This builds on several price cap increases in
2023-2024, which led to a 25% rise in DTEK Energy's average prices.
These regulatory actions support higher revenue and profitability
for the company.
War-Driven Output Volatility: Energy generation fell by almost 30%
in 2022 to stabilise in 2023, but 2024 output dropped by 37% due to
the idling of Kurakhivska thermal power plant in January 2024, and
damage to other plants, due to shelling and subsequent asset
restoration. Fitch expects a 9% rebound in energy output to 11TWh
in 2025, supported by a low double-digit rise in 1H25, but dragged
down by recent shelling. Fitch's rating case assumes output
gradually falling in 2026-2027 to about 10TWh, due to vulnerability
to further attacks and contingent on domestic demand. Fitch expects
export sales to remain minimal as Ukrainian prices become less
competitive than in Europe.
Strained but Improved Cash Flow: Fitch forecasts DTEK Energy's
EBITDA to rebound to USD660 million in 2025 (USD520 million in
2024), supported by rising prices and higher energy output. Fitch
expects EBITDA to fall in 2026 and 2027, and below USD500 million
by 2027, as Fitch assumes energy output will decline by 5% annually
over 2026-2027. The rating reflects a currency mismatch between the
company's US dollar-denominated Eurobond obligations and its
Ukrainian hryvnia-denominated domestic sales.
Forecasts Vulnerable to War-Driven Disruptions: Fitch projects
positive free cash flow of over USD300 million in 2025 and USD200
million in 2026-2027. However, these forecasts are vulnerable to
renewed shelling and the severity and duration of the war in
Ukraine, especially following recent Russian attacks in response to
Ukrainian strikes on Russian oil and gas assets.
Peer Analysis
DTEK Energy's affiliated companies, DTEK Renewables B.V. and DTEK
DTEK OIL & GAS PRODUCTION B.V. (both rated CC), also have tight
liquidity and high operational risks.
Key Assumptions
Fitch's Key Assumptions within Its Rating Case for the Issuer
- 11TWh of electricity generation in 2025, gradually falling to
10TWh in 2027
- Electricity prices up 18% in 2025 yoy following the increased
energy cap prices from May 2024; electricity prices rising in line
with inflation in 2026-2027
- EBITDA of USD660 million in 2025 then falling below USD500
million by 2027
- Capex averaging USD240 million annually in 2025-2027 for
restoration works
- Outflows to owners in 2026 and 2027 after satisfying deleveraging
targets in line with the amended bond documentation
Recovery Analysis
- The recovery analysis assumes DTEK Energy would be a going
concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated.
- Fitch assumes a 10% administrative claim.
- Its GC EBITDA estimate reflects its view of a sustainable,
post-reorganisation EBITDA level, on which Fitch has based the
valuation of the company.
- The Fitch-calculated GC EBITDA of UAH10 billion (equivalent of
USD240 million) is about 52% lower than 2024's EBITDA, also to
factor in the risks related to the sustained invasion of Ukraine.
- Fitch assumes an enterprise value multiple of 3.0x.
- Eurobonds, bank loans and other debt rank equally among
themselves.
- These assumptions result in its waterfall generated recovery
computation for the senior unsecured debt in the 'RR2' band.
However, under Fitch's Country-Specific Treatment of Recovery
Ratings Criteria, the Recovery Rating for Ukrainian corporate
issuers is capped at 'RR4', indicating a 'CCC-' instrument rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- The rating would be downgraded on signs that a renewed
default-like process will begin imminently.
- Non-payment of bond coupons or debt obligations or steps towards
further debt restructuring would be rating negative.
- The IDR will be downgraded to 'D' if DTEK Energy enters into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedures, or ceases business.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Relaxation of the FX moratorium together with evidence that the
company is able to refinance its debt without restructuring would
be rating positive.
Liquidity and Debt Structure
DTEK Energy's debt profile is dominated by a USD883 million
Eurobond (UAH36.8 billion at end-June 2025) maturing in December
2027, with a 7% coupon paid semi-annually, USD7.5 million
semi-annual amortisation, and a bullet payment at maturity. Amended
bond documentation requires extra deleveraging of USD100 million
annually in 2025-2027, in addition to scheduled USD7.5 million
semi-annual payments. In February-June 2025, DTEK Energy spent
USD152 million on Eurobonds deleveraging, meeting full 2025 and
partial 2026 deleveraging requirements.
At end-June 2025, DTEK Energy had USD115 million of readily
available cash and cash equivalents. These resources were against
USD16 million debt maturities within the next 12 months and about
USD66 million of interest payments. After June, available cash was
used for transactions with related parties, resulting in equity
deductions of USD124 million (UAH5,147 million) in July-September
2025.
Under Fitch's rating case, DTEK Energy's free cash flow generation
is supported by rising energy prices and is expected to be
sufficient to cover coupon payments and principal repayments in
2025-2026. However, the company's ability to use cash flows for
debt repayments remains subject to foreign-currency payment
restrictions, which may limit flexibility in servicing external
debt.
Issuer Profile
DTEK Energy is the largest private power-generating company in
Ukraine, operating thermal power plants.
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
----------- ------ -------- -----
DTEK Energy B.V. LT IDR CCC- Upgrade CC
ST IDR C Affirmed C
LC LT IDR CCC- Upgrade CC
LC ST IDR C Affirmed C
Natl LT CCC-(ukr) Upgrade CC(ukr)
senior
unsecured LT CCC- Upgrade RR4 CC
DUTCH MORTGAGE 2025-1: DBRS Gives Prov. BB Rating on Class X Notes
------------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes to be issued by Dutch Mortgage Finance
2025-1 B.V. (the Issuer) as follows:
-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (high) (sf)
-- Class C Notes at (P) A (high) (sf)
-- Class D Notes at (P) BBB (high) (sf)
-- Class E Notes at (P) BB (low) (sf)
-- Class X Notes at (P) BB (sf)
The provisional credit rating on the Class A Notes addresses the
timely payment of interest and the ultimate repayment of principal
by the legal final maturity date in August 2059. The provisional
credit rating on the Class B Notes addresses the timely payment of
interest when most senior and the ultimate payment of principal by
the legal final maturity date. The provisional credit ratings on
the Class C, Class D, Class E, and Class X Notes address the
ultimate payment of interest and principal by the legal final
maturity date. Morningstar DBRS does not rate the Class F, Class
S1, Class S2, and Class R Notes also expected to be issued in this
transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle to be
incorporated in the Netherlands. The Issuer will use the proceeds
of the issued notes to fund the purchase of Dutch mortgage
receivables originated or acquired by RNHB B.V. (RNHB or the
original seller). The original seller will sell the portfolio to
the seller through several warehouses. In turn, the seller will,
via the interim seller, sell the portfolio and the legal title of
the mortgage receivables to the Issuer. The Issuer will use
proceeds from the Class X and R Notes to fund the reserve fund
(RF).
The original seller is a buy-to-let and middle market real estate
lending business in the Netherlands and was incorporated on 16
September 2016. However, the history of the mortgage-lending
business that the seller now owns dates back to 1890, when
Nederlandse Hypotheekbank was founded. In 2008, Rijnlandse
Hypotheekbank and Nederlandse Hypotheekbank (both owned by
Rabobank) formally merged to form the RNHB business within FGH Bank
N.V. (FGH). In December 2016, the RNHB business and loan portfolio
were acquired by a consortium of (1) funds managed by AB CarVal
Investors L.P. (CarVal) and (2) Arrow Global Group Plc, with CarVal
holding the majority interest. Vesting Finance Servicing B.V.,
together with RNHB as master and special servicer, will be the
primary servicer of the mortgage portfolio, and CSC Administrative
Services (Netherlands) B.V. will act as a replacement servicer
facilitator.
As of 31 July 2025, the provisional portfolio consisted of 2,809
loans with a total portfolio balance of approximately EUR 782.0
million. The weighted-average (WA) seasoning of the provisional
portfolio is 3.4 years with a WA remaining term of 4.3 years. The
WA current loan-to-value ratio (LTV) is comparatively low for a
Dutch portfolio at 60.7%. Almost all the loans (99.8%) in the
portfolio are fixed with future resets while the notes pay a
floating rate of interest. To address this interest rate mismatch,
the transaction is structured with a fixed-to-floating interest
rate swap that swaps the fixed interest rate received from the
assets for three-month Euribor. The portfolio is performing at
99.1%, and only 0.5% of the loans are in arrears equal to or
greater than one month. An additional loan of EUR 26.5 million,
which was originated after the provisional pool cut-off date of 31
July 2025 (post-provisional loan), will be included in the final
pool. The post-provisional loan has a three-year term, is interest
only and bears a fixed rate of 5.0%, has a current LTV of 64.4%,
and is fully performing. The post-provisional loan differs from the
rest of the portfolio by its size and by its collateral. It is
backed by a single residential block of 195 units and 55 parking
spaces in Amsterdam. Most of the residential units are single rooms
for student accommodation and others are apartments rented to
professionals.
Until the first optional redemption date (FORD) in November 2030,
RNHB can grant, and the Issuer must purchase, further advances
subject to their adherence to asset conditions and available
principal funds. The transaction documents specify criteria that
must be met during this period for further advances to be sold to
the Issuer. Morningstar DBRS considered these conditions when
assessing the possibility of the portfolio LTV increasing as a
result of further advances.
Morningstar DBRS calculated credit enhancement for the Class A
Notes at 13.8%, provided by the subordination of the Class B to
Class F Notes and the RF. Credit enhancement for the Class B Notes
will be 10.0%, provided by the subordination of the Class C to
Class F Notes and the RF. Credit enhancement for the Class C Notes
will be 7.0%, provided by the subordination of the Class D to Class
F Notes and the RF. Credit enhancement for the Class D Notes will
be 5.0%, provided by the subordination of the Class E to Class F
Notes and the RF. Credit enhancement for the Class E Notes will be
3.5%, provided by the subordination of the Class F Notes and the
RF.
The transaction benefits from an RF fully funded at closing from
the overall deal proceeds, which will provide credit and liquidity
support to the Class A to Class F Notes. The RF is amortizing with
a target amount equal to 1.5% of the outstanding balance of the
Class A to Class F Notes with a floor on and after the FORD of 1.5%
of the Class A to Class F Notes' outstanding balance at the time of
FORD. Additionally, the notes will have liquidity support from
principal receipts, which the Issuer can use to cover interest
shortfalls on the most-senior class of notes, provided that a
credit is applied to the principal deficiency ledgers in
reverse-sequential order.
The Issuer will enter into a fixed-to-floating balanced-guaranteed
swap with NatWest Markets N.V. (NatWest; rated A (high) with a
stable trend by Morningstar DBRS) and a fixed-to-floating banded
balanced-guaranteed swap (banded BGS) with Citibank Europe plc
(Citi Europe; rated AA (low) with a stable trend by Morningstar
DBRS) to mitigate the fixed interest rate risk from the mortgage
loans and the three-month Euribor payable on the notes. The hedging
provided by NatWest applies from closing until the first reset date
of the fixed-rate loans, after which the hedging from Citi Europe
takes over. The Issuer has also the option to continue with the
fixed-to-floating balanced-guaranteed swap provided by NatWest
after the first reset date of the fixed-rate loans. The notional of
the swaps is linked to the performing balance (less than 180 days
in arrears) of the fixed-rate assets, banded by the amortization
schedules assuming 3% constant principal repayment (CPR) and 15%
CPR in case of the banded BGS. The Issuer will pay a fixed swap
rate and receive three-month Euribor in return. The original seller
will also covenant that, on an average basis, the fixed-rate
mortgage reset rate for a loan will, at the minimum, be equal to
the swap rate plus 2.25% and the overall WA margin of the pool
cannot fall below the swap rate plus 2.50%. The swaps' documents
reflect Morningstar DBRS' "Legal and Derivative Criteria for
European Structured Finance Transactions" methodology when
Morningstar DBRS has a public credit rating on the relevant
counterparty. In the absence of a public credit rating on the swap
counterparty, Morningstar DBRS will monitor the transaction and
take credit rating actions according to a private credit rating, if
available, or internal assessment as per Morningstar DBRS' "Legal
and Derivative Criteria for European Structured Finance
Transactions".
The Issuer account bank and paying agent is U.S. Bank Europe DAC
(U.S. Bank Europe). Morningstar DBRS' private credit rating on U.S.
Bank Europe is consistent with the threshold for the account bank
as outlined in Morningstar DBRS' "Legal and Derivative Criteria for
European Structured Finance Transactions" methodology, given the
credit ratings assigned to the notes.
Morningstar DBRS based its credit ratings primarily on the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement and liquidity
provisions.
-- Estimated stress-level probability of default (PD), loss given
default (LGD), and expected loss (EL) levels on the mortgage
portfolio composed of the provisional portfolio and the
post-provisional loan. Morningstar DBRS stressed the mortgage
portfolio in accordance with the relevant asset conditions. The
mortgage portfolio was analyzed in accordance with Morningstar
DBRS' "European RMBS Insight Methodology". Morningstar DBRS also
applied commercial market value declines in accordance with its
"European CMBS Rating and Surveillance Methodology". Separate
analysis was performed on the post-provisional loan to address the
property concentration risk in accordance with multifamily
properties as described in the "European CMBS Rating and
Surveillance Methodology".
-- The transaction's ability to withstand stressed cash flow
assumptions and repay investors in accordance with the terms and
conditions of the Notes. Morningstar DBRS analyzed the transaction
cash flows using PD, LGD, and EL derived on the mortgage
portfolio.
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, in particular the presence
of the liquidity reserve.
-- The transaction parties' financial strength to fulfil their
respective roles.
-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology and the expectation of
legal opinions addressing the assignment of the assets to the
Issuer.
Notes: All figures are in euros unless otherwise noted.
DUTCH MORTGAGE 2025-1: S&P Assigns CCC(sf) Rating on F-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dutch Mortgage
Finance 2025-1 B.V.'s class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd,
F-Dfrd, and X-Dfrd notes. At closing, the issuer also issued class
R, S1, and S2 notes.
The pool comprises EUR794.49 million prime buy-to-let (BTL)
mortgage loans located in the Netherlands and mainly originated by
RNHB B.V. Vesting Finance Servicing B.V. conducts the primary
servicing, and RNHB B.V. is the master and special servicer. RNHB
focuses on the BTL and mid-market real estate lending business in
the Netherlands, targeting real estate investors, primarily
mid-sized and smaller investment firms, as well as independent
investors and affluent individuals. Unlike other lenders in the
Dutch BTL market, RNHB has traditionally targeted commercial or
mixed-use properties in addition to residential properties. S&P
believes its underwriting, origination, and risk management
policies and procedures are in line with market standards.
The capital structure has a fully sequential application of
principal proceeds. Therefore, credit enhancement can build up over
time, starting with the senior notes, enabling the structure to
withstand performance shocks. At closing, a fully-funded amortizing
reserve fund equal to 1.5% of 100/95 of the class A to F-Dfrd
notes' initial balance provides liquidity and credit support for
the transaction. A floor is set at 1.5% of the class A to F-Dfrd
notes' outstanding balance at the step-up date. Further liquidity
is provided through the transaction's ability to use principal
receipts to pay senior fees and interest on the most senior class
of notes outstanding.
S&P classifies the properties that form the portfolio's underlying
security as 24% commercial and 14% partially commercial-use
(mixed-use) properties (according to its criteria). Overall, they
are within its 40% threshold for nonresidential loans. However,
these exposures can increase due to further advances.
The seller is not a deposit-taking institution, and therefore the
transaction is not exposed to deposit setoff risk. The issuer is a
Dutch special-purpose entity, which S&P considers to be bankruptcy
remote.
The issuer is exposed to Coöperatieve Rabobank U.A. (Rabobank) and
ABN AMRO Bank N.V. as collection foundation account banks, U.S.
Bank Europe DAC as bank account provider, and NatWest Markets N.V.
and Citibank Europe PLC as swap counterparties. The replacement
mechanisms adequately mitigate the transaction's exposure to
counterparty risk in line with S&P's counterparty criteria.
S&P said, "Our ratings address the timely payment of interest and
the ultimate payment of principal on the class A notes and the
ultimate payment of interest and principal on the other rated notes
if they are not the most senior class outstanding. Our analysis
reflects our view that, at the assigned ratings, the senior fees
and swap outflows, if any, will be paid on time."
Ratings
Class Rating* Amount (mil. EUR)
A AAA (sf) 662.30
B-Dfrd AA+ (sf) 28.3
C-Dfrd AA- (sf) 22.6
D-Dfrd A (sf) 15.09
E-Dfrd BBB (sf) 11.32
F-Dfrd CCC (sf) 15.09
X-Dfrd BBB- (sf) 15.09
R NR N/A
S1 NR N/A
S2 NR N/A
*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and ultimate repayment
of interest and principal on the class B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, F-Dfrd, and X-Dfrd notes.
§As a percentage of 95% of the pool for the class A to F-Dfrd
notes.
NR--Not rated.
N/A--Not applicable.
===========
S E R B I A
===========
TELEKOM SRBIJA: Fitch Affirms 'B+' LongTerm Foreign Currency IDR
----------------------------------------------------------------
Fitch Ratings has affirmed Telekom Srbija a.d. Beograd's (TS)
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'B+'. The
Outlook is Positive. Fitch has also affirmed TS's senior unsecured
rating at 'B+' with a Recovery Rating of 'RR4'.
TS's ratings are supported by its leading market position in its
domestic market of Serbia and a rational market structure in each
of its core markets where it owns network infrastructure. The
ratings are constrained by high leverage, negative free cash flow
(FCF) and relatively low interest coverage.
The Positive Outlook reflects its expectations of FCF gradually
improving and turning positive in 2028, and leverage declining
below its positive sensitivity of 5.2x in 2027.
TS's IDR benefits from a one-notch uplift from the company's
Standalone Credit Profile (SCP) of 'b', reflecting Serbia's
(BB+/Positive) 58% ownership and 73% voting rights, and Fitch's
view of strong sovereign control and incentives to provide support
in distress.
Key Rating Drivers
Strong Market Positions: TS is a fully integrated telecoms operator
in Serbia (63% of revenue in 1H25), with leading market positions
in all domestic telecom segments. Its subscriber market share in
Serbia in 2Q25 was around 71% in fixed voice, 56% in fixed
broadband, 42% in mobile and 62% in multimedia services, according
to Serbia's telecoms regulator. TS also has operations in Republika
Srpska (Bosnia and Herzegovina) and Montenegro, accounting for 25%
of revenue in 1H25. It holds first or second positions in various
telecoms segments in these countries.
High Leverage, Deleveraging Capacity: Fitch expects TS's
Fitch-defined EBITDA net leverage to gradually decline to 5.1x by
end-2027 from 7.7x at end-2024 and 2023. TS's anticipated
deleveraging below its upgrade threshold of 5.2x has shifted by one
year, driven by acquisition of United Group B.V.'s (UG) media
assets and weaker performance than Fitch anticipated in 2024. The
decrease in leverage will be driven by potentially double-digit
revenue growth in 2025-2026 (27% reported in 1H25) and
Fitch-defined EBITDA margin expansion to 37% in 2026 from 26.5% in
2024.
Acquisition Has Industrial Rationale: TS's acquisition of UG's
media assets increased its multimedia services market share to 62%
in 2Q25 from 54% in 2Q24, supporting its content-led growth
strategy. The transaction added about 300,000 multimedia
subscribers, with above-average EBITDA margins, underpinning
expected margin improvement in 2025-2026. The acquisition has also
reduced competitive pressure for sports rights, strengthening TS's
bargaining position and significantly reducing content investments
from 2027, when many sports rights contracts come up for renewal.
Rational Market Structure: Serbia's telecom market comprises three
mobile network operators, TS, A1 (Telekom Austria) and Yettel
(e&PPF Group), and two principal fixed-line operators, TS and
Yettel. TS faces no direct competition across roughly 800,000
connections out of the country's 1.7 million fibre-to-the-home
connections. Fich views this structure as stable and conducive to
rational competition, supporting TS's ability to manage churn and
lift average revenue per user through price adjustments, data
monetisation and bundled offers.
Negative, Improving FCF: TS's FCF has been negative for the last
five years and Fitch expects it to remain negative in 2025-2027 as
it continues large investments, including in content (68% of
company-defined capex in 2025). Fitch expects the trajectory to
improve in 2027-2028, with FCF turning positive in 2028 from
negative 23% in 2025 (negative 61% in 2024) as scale increases and
investment intensity moderates. TS's Fitch-defined EBITDA reached
breakeven in multimedia in 2024, in line with its expectations,
indicating reduced execution risk related to scale-building in
multimedia versus the previous year.
Well-Developed Network Infrastructure: TS's well-invested networks
support its leadership in Serbia. Its long-term evolution networks
covered 98% of the country's population and 85% of its territory at
end-2024. TS has also invested significantly in fibre, with
coverage of over 1.7 million premises in Serbia as of 1H25. A major
part of TS's mobile sites is connected with fibre in all its
markets. TS launched 5G in Montenegro in 2022 and a 5G auction in
Serbia is scheduled to be completed in 4Q25. TS's existing mobile
infrastructure in Serbia is 5G-ready.
Neutral Regulatory Environment: Fitch assesses the regulatory
environment in Serbia as broadly neutral to TS's operating profile.
Spectrum costs have historically not been significant, and Fitch
expects 5G auction costs to be manageable. Fitch does not expect a
fourth mobile operator to enter the market.
FX Mismatch Manageable: TS has considerable foreign-exchange (FX)
mismatch as above 65% of its EBITDA is in Serbian dinars, while a
major part of its debt is euro denominated. However, the dinar has
been broadly stable since 2017. Bosnia Herzegovina's convertible
marka has a fixed exchange rate against the euro, so Fitch assumes
the FX mismatch arises only from operations in Serbia. This
contributes to tighter leverage thresholds for the rating than for
European peers.
Government-Linked Entity: Fitch views TS as a government-related
entity (GRE) of Serbia under its GRE criteria. It rates TS using a
bottom-up approach with a maximum one notch above the company's SCP
of 'b', which results in its IDR of 'B+'. Its assessment of the
overall links under the GRE criteria is 'Strong', with a support
score of 20 points out of a maximum 60. Fitch scores both of the
responsibility-to-support factors and one of the two
incentive-to-support factors (contagion risk) as 'Strong'.
Peer Analysis
TS's ratings reflect its position as the leading fixed-line and
mobile operator in Serbia, its ownership of its network
infrastructure, its fairly small scale, high leverage and negative
FCF generation. Its peer group includes emerging market and
European telecom operators. TS's business profile compares well
with that of Kazakhtelecom JSC (BBB-/Stable) by size, market
position, infrastructure ownership, and competitive, regulatory and
operating environment. However, Kazakhtelecom has stronger cash
flow generation and lower leverage, and has limited FX mismatch as
its debt is local-currency denominated.
TS has a comparable strong operating profile supported by a
rational competitive environment in its core markets to European
peers such as eircom Holdings (Ireland) Limited (B+/Stable), VMED
O2 UK Limited (BB-/Negative) and VodafoneZiggo Group B.V.
(B+/Stable). However, TS has lower scale, weaker yet improving
profitability and EBITDA interest coverage, consistently negative
FCF and an FX mismatch between its debt and cash flow. These
factors result in tighter leverage thresholds for any given rating
compared with its European peer group.
However, the thresholds are looser than those of emerging-market
peers with high FX mismatch and significant local-currency
volatility, such as Turkcell Iletisim Hizmetleri A.S (BB-/Stable)
and Turk Telekomunikasyon A.S. (BB-/Stable).
Key Assumptions
- Revenue to grow at around 20% in 2025, 14% in 2026 (due to price
increases and increase in subscriber base including outside TS's
three core markets and UG media assets acquisition), before
decelerating to mid-single digits in 2027-2028
- Fitch-defined EBITDA margin of around 31% in 2025, before
increasing to around 38% in 2028 (due to revenue growth, extraction
of synergies from UG media assets acquisition, reduction in content
rights amortisation and subscriber acquisition and contract costs)
- Fitch-defined capex at around 40% of revenue in 2025 and 26% in
2025-2026, then declining to around 20% in 2027-2028
- Dividend payments at around RSD2.2 billion in 2025, and broadly
at historical levels in 2028
- Working capital inflow averaging at around RSD6.7 billion a year
in 2025-2028
- Proceeds from divestitures, with the majority received in 2025
- Acquisitions at around RSD77 billion in 2025
- Ongoing refinancing as debt maturities come due
Recovery Analysis
Key Recovery Rating Assumptions
- The recovery analysis assumes that TS would be considered as a
going concern in bankruptcy and that it would be reorganised rather
than liquidated.
- Fitch assumes a going concern EBITDA of RSD58 billion, which
reflects its view of a sustainable, post-reorganisation EBITDA
level upon which Fitch bases the valuation of the company.
- Its going-concern EBITDA estimate of RSD40 billion reflects
deteriorating market share due to competition and the company's
inability to grow their mobile, broadband and multimedia businesses
despite heavy investments and strategic focus.
- Fitch uses an enterprise value (EV) multiple of 5.5x to calculate
a post-reorganisation valuation and reflect a distressed multiple.
The median technology, media and telecom (TMT) multiple of
reorganisation enterprise value/forward EBITDA is 5.9x with
4.0x-7.0x range. The multiple reflects TS's solid market position
and ownership of significant network assets but reflects weak
operating metrics.
- Fitch assumes a 10% fee for administrative claims.
- Fitch assumes total debt of RSD537 billion, including RSD454
billions of unsecured debt and RSD69bn unused credit facilities
Fitch treats as fully drawn for the recovery calculation.
The estimated recovery of the senior unsecured debt is consistent
with a Recovery Rating of 'RR3'. However, the Recovery Rating is
capped at 'RR4' because, under Fitch's Country-Specific Treatment
of Recovery Ratings Criteria, Serbia falls into Group D of creditor
friendliness, and instrument ratings of issuers with assets in this
group are subject to a soft cap at the issuer's IDR.
RATING SENSITIVITIES
For a 'b' SCP:
- Fitch expectation for CFO less capex to debt trending above 3
- EBITDA net leverage sustainably below 5.2x
- Fitch-defined EBITDA interest cover trending above 3.0x.
For GRE-related impact:
- Stronger linkage to the government under Fitch's GRE criteria
For a 'b' SCP:
- EBITDA net leverage sustainably above 6.2x
- Persistently negative FCF and CFO less capex to debt
- Fitch-defined EBITDA interest cover below 2.0x
- Deterioration in competitive or regulatory environment leading to
a material impact on EBITDA or FCF
For GRE-related impact:
- Weaker linkage to the government under Fitch's GRE criteria
If Serbia's rating was downgraded by two notches or more, this
could result in the removal of the one-notch uplift for the IDR.
Liquidity and Debt Structure
TS's liquidity position is supported by a cash and cash equivalents
balance of around RSD25 billion at end-June 2025, around RSD35
billion RCF available for drawdown until 2027 and RSD34 billion
undrawn term loans with various maturities. In September 2025, the
company also successfully refinanced EUR200 million local bonds
maturing in 2025 and raised around EUR100 million new term loan
facilities in October 2025. This should be sufficient to cover debt
maturities and the negative FCF in the next twelve months.
Issuer Profile
TS is a fully integrated central and eastern European
telecommunications provider with core operations in Serbia (67% of
revenues as of LTM 1H25), Bosnia & Herzegovina (16%) and Montenegro
(7%).
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
----------- ------ -------- -----
Telekom Srbija a.d. Beograd LT IDR B+ Affirmed B+
senior unsecured LT B+ Affirmed RR4 B+
===========
S W E D E N
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ANTICIMEX INTERNATIONAL: S&P Assigns 'B' LT ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Sweden-based pest control service provider Anticimex
International AB, borrower for the Swedish Krona (SEK) TLB tranche,
and its 'B' issue level rating to the new SEK 6 billion TLB-11. The
'3' recovery rating on the first-lien debt indicates our
expectation of meaningful recovery (50%-70%; rounded estimate: 50%)
in the event of default. All other ratings on Anticimex are
unaffected by the transaction.
S&P said, "The stable outlook reflects our view that Anticimex will
generate stable organic growth and a strong adjusted EBITDA margin
of above 25% in 2025 and 2026, along with sound cash generation. We
expect the company will reduce debt to EBITDA to about 7.0x-7.5x
over the same period.
"We view the proposed transaction as credit neutral. Anticimex is
proposing to extend its debt maturities until 2031, upsize its term
loan by SEK1.5 billion, and reprice it. The incremental debt will
be used to repay SEK630 million drawings under its RCF and add cash
to the balance sheet for general corporate purposes. The
transaction will have a positive effect on the group's debt
maturity profile and on its liquidity.
"We anticipate sound operating performance in 2025 and 2026. This
includes revenue growth of 3.8% for 2025 and 9.5% in 2026, and
30-40 basis points improvement in S&P Global Ratings-adjusted
EBITDA margins each year, driving a deleveraging to S&P Global
Ratings-adjusted debt to EBITDA of 7.3x in 2025 and 6.5x in 2026
from 7.9x in 2024. We project a funds from operations (FFO) cash
interest coverage of about 1.8x in 2025, increasing above 2.0x in
2026, alongside positive free operating cash flow (FOCF) of about
SEK554 million in 2025, increasing to SEK1.7 billion in 2026, based
on stronger EBITDA. These metrics are commensurate with our 'B'
rating.
"The stable outlook reflects our view that Anticimex will generate
stable organic growth and a strong adjusted EBITDA margin above 25%
in 2025 and 2026, along with sound cash generation. We expect the
company will reduce debt to EBITDA to about 7.0x-7.5x over the same
period."
S&P could lower the rating if:
-- Anticimex were unable to maintain FFO cash interest coverage at
about 2.0x; or
-- FOCF turned negative on a prolonged basis, which could heighten
liquidity pressure.
This could happen if:
-- Anticimex incurred higher costs relating to acquisitions or
exceptional items, as the company faces increased acquisition
integration risk; or
-- Anticimex undertook aggressive transactions in the form of
larger debt-funded acquisitions or cash returns to shareholders
than S&P anticipates in its base case.
S&P said, "Although unlikely in the next 12 months, we could raise
the rating if Anticimex improved its market share and scale while
diversifying geographically, increased its revenue base, and
sustained its solid margins. Additionally, we could raise the
rating if adjusted debt to EBITDA improved toward 5.0x, with FFO to
debt trending at about 12%, and the financial sponsor committed to
a financial policy to support the metrics at these levels."
DOVALUE SPA: S&P Rates Proposed EUR300MM Senior Secured Notes 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to doValue SpA's
proposed EUR300 million senior secured notes offering. The recovery
rating is '3' indicating its expectation of meaningful recovery
(50%-70%; rounded estimate 55%) prospects in the event of payment
default.
doValue, an Italy-based nonbank servicer of both loans and real
estate in Southern Europe, intends to use the proceeds from this
issuance to fund the initial EUR350 million payment for the
acquisition of coeo, expected to close in January 2026, and
associated transaction costs. doValue will also use EUR40 million
of cash on balance sheet for this payment. The proposed issuance
will have a six-year maturity to avoid creating a maturity wall in
2030, when the EUR300 million 7% fixed-coupon senior secured notes
issued in February 2025 will mature.
The proposed notes will rank at the same seniority as the existing
EUR300 million senior secured notes due 2030, the EUR350 million
senior secured term loan due 2029.
The proposed issuance conforms with S&P's previous expectations. It
replaces the bridge financing that doValue had secured to finance
the acquisition. All ratings on doValue are unaffected by the
transaction.
Issue Ratings - Recovery Analysis
Key analytical factors
-- The issue rating on doValue's proposed EUR300 million senior
secured notes due in 2032 is 'BB', in line with the issue rating on
other senior secured instruments and the issuer credit rating.
-- The recovery rating is '3', indicating S&P's expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) in
the event of a default.
-- S&P understands that there is a specific release event
mentioned in the documentation that could alter the ranking of the
notes to unsecured from senior secured. Given that the release
event could only be triggered if there is no senior secured debt
outstanding other than the notes, it would likely not affect their
recovery rating. In any case, the documentation places a cap on the
amount of senior secured debt.
-- The security package provided to the senior secured lenders
consists of share pledges. S&P views this package as weak due to
the lack of relevant tangible assets, but it is in line with the
company's business model.
-- There is no guarantor coverage test.
-- Permitted payments are limited by a pro forma net leverage
ratio of 3.25x.
-- Dividends are permitted within the stated dividend policy
disclosed to the market of payment between 50% and 70% of net
income excluding nonrecurring items.
-- Acquisitions are limited by a pro forma net leverage ratio of
2.75x, with tolerance for a net leverage ratio of below 3x within
the 12 months following closing of the acquisition.
-- The description of the notes does not include any maintenance
financial covenant, although the EUR80 million RCF and EUR350
million term loan are subject to maximum net leverage of 3.5x and
minimum fixed-charge interest coverage of 2x, tested biannually.
-- In our hypothetical default scenario, we assume that banks
insource nonperforming loans (NPLs) due to regulatory changes,
which could lead to contract losses for doValue and further
constrain the gross book value of the NPLs available in the open
market, causing a more competitive price environment to develop.
-- S&P said, "We value doValue as a going concern. We consider
that doValue's lenders would maximize recovery prospects in a
going-concern scenario, rather than in a liquidation scenario,
because of the company's asset-light business model."
Simulated default assumptions
-- Year of default: 2030
-- Jurisdiction: Italy
Simplified waterfall
-- EBITDA at emergence: EUR84 million
-- Minimum capex: 2% of annual revenue, based on historical
trends
-- Standard cyclicality adjustment: 5%, in line with our sector
assumptions
-- Implied enterprise value multiple: 5.5x, the standard EBITDA
multiple for business and consumer services
-- Gross enterprise value at default: EUR460 million
-- Net enterprise value after administrative costs (5%): EUR437
million
-- Senior secured debt claims: EUR736 million*
-- Recovery expectation: 50%-70% (rounded estimate: 55%)
*Includes six months of prepetition interest and 85% drawn RCF.
=====================
S W I T Z E R L A N D
=====================
ALLWYN INTERNATIONAL: Fitch Puts BB- LongTerm IDR on Watch Positive
-------------------------------------------------------------------
Fitch Ratings has placed Allwyn International AG's 'BB-' Long-Term
Issuer Default Rating (IDR) on Rating Watch Positive (RWP). Fitch
has also placed the senior secured debt issued by Allwyn's fully
owned subsidiaries, rated 'BB-' with a Recovery Rating of 'RR4', on
RWP. Fitch has assigned a 'BB-(EXP)'/ 'RR4' rating to the proposed
term loan B of USD1.6 billion to be issued to finance the
acquisition of PrizePicks. This rating is also on RWP.
The RWP reflects anticipated improvement in business profile from
the streamlining of Allwyn's group structure, leading to
consolidation of Organization of Football Prognostics S.A.'s (OPAP)
cash flows and corresponding reduction of proportional leverage
once the transaction is closed on terms not materially different
from those disclosed at the time of the announcement. Fitch expects
post-consolidation proportional net leverage to reduce towards 3.7x
by 2027, commensurate with a higher rating.
Allwyn's IDR reflects its solid business profile, with increasing
product and geographical diversification and scale. Fitch considers
strong business features with high cash-generative capabilities in
combination with Allwyn's execution of publicly stated financial
policy.
Key Rating Drivers
Consolidation of Cash Flows Positive: Allwyn is to merge with OPAP
in an all-share transaction. Before the transaction, Allwyn owned
51.78% of OPAP and paid significant dividends to minority
shareholders, which negatively affected proportional net leverage.
The combination of the two entities will help consolidate cash
flows, over which the combined entity will have more discretion.
Fitch assumes the combined business will continue distribute
dividends, and potential share buybacks and special dividends
remain a possibility. If these become recurring with a permanent
deviation from Allwyn's publicly stated net leverage target, this
would imply a more aggressive financial policy and could affect the
rating. Its forecast does not incorporate large debt-funded
acquisitions over the medium term.
Combination with OPAP Aids Deleveraging: Fitch expects 2026
year-end proportional net leverage at 4.2x pro forma for the
combination with OPAP, which Fitch had expected in 2026, improved
from 4.9x previously expected accounting for the acquisition of
PrizePicks. This is due to considering OPAP's total
post-transaction EBITDA rather than the previous partial
consolidation. Fitch expects further organic deleveraging towards
3.7x in 2027, strong for the rating.
Adherence to a consistent financial policy in line with the
publicly communicated principles will be key for the rating
trajectory. Fitch expects to upgrade the rating by at least one
notch to 'BB' if the transaction closes on terms not materially
different from those presented. Fitch also expects to change the
rating sensitivities from proportional to consolidated after
completion of the business combination.
Financial Policy Key for Rating: Material deviations from Allwyn's
updated financial policy for the combined entity, such as a
consolidated net leverage target of 2.5x and dividend guidance of a
minimum EUR1 per share, resulting in around EUR800 million a year,
could hinder deleveraging and leave little room to absorb operating
underperformance. The combined entity will be listed on the Athens
Stock Exchange and will pursue an additional listing thereafter.
Fitch expects the financial policy to be in line with a listed
entity.
Impact of Combination on FCF: Allwyn's free cash flow (FCF) before
dividends will be further strengthened after the combination, due
to consolidation of cash flows, OPAP's high profitability of and
steady dividends from operating companies. This is outweighed by
forecast high dividend payments to Allwyn's shareholders and
discretionary investments in 2025 and 2026, leading to negative
FCF. From 2027, Fitch expects post-dividends FCF to turn positive
despite the high dividends of the combined entity.
Licence Payments Affecting FCF: The cost of renewing Lottoitalia's
lottery licence will be higher than its previous forecast, with
Allwyn's 32.5% share EUR725 million. Fitch estimates that
EUR465million of these licence payments will be made in 2026,
resulting in its forecast of one-off negative FCF margins in 2025
and 2026. Fitch assumes that in the absence of large discretionary
outflows, Allwyn should be able to generate healthy FCF margins in
the low to mid single digits from 2027, accounting for higher
combined dividends.
Diversification to the US: In September 2025 Allwyn acquired 62.3%
in PrizePicks, a leading daily fantasy sport operator in the US.
This will be financed with USD1.6 billion debt, but consolidation
of this higher-margin business from 2026 will contribute to
deleveraging. The acquisition increases Allwyn's exposure to the
prominent US market and enhances scale, product diversification and
online mix. Fitch estimates online revenues will approach half the
group total after the transaction. However, higher US exposure also
raises susceptibility to regulatory and fiscal changes,
particularly in daily fantasy sports, which has less established
regulation than other sports betting segments.
Limited Regulation Risk for Lotteries: Allwyn continued to generate
over 70% of its gross gaming revenues from its lottery business in
2024. Fitch continues to view this as a more stable gaming segment,
growing slightly more slowly than online sports betting and
iGaming, but less exposed to player safety regulations and fiscal
risks due to large upfront licence payments. Increased exposure to
sports betting in existing and recently acquired businesses will
reduce Allwyn's reliance on lottery operations.
Expansionary Business Growth to Continue: Fitch expects modest
growth in the lottery market, so anticipate growth will primarily
be driven by new and recent acquisitions, alongside the
consolidation of partially owned stakes. Fitch includes in its
forecast about EUR1.6 billion of M&A spend in 2026, followed by
EUR150 million-200 million a year in 2027-2029 and an additional
performance-related distribution for PrizePicks in 2029. Within the
company's existing businesses, Fitch expects growth to come from an
increasing share of non-lottery gaming revenues and increased
penetration of online channels for lottery operations.
Peer Analysis
Allwyn's EBITDAR margins are strong relative to other Fitch-rated
B2C-focused operators, such as Flutter Entertainment plc
(BBB-/Stable), Entain plc (BB/Stable) and evoke plc (B+/Negative),
which are among the five largest iGaming and online sportsbook
operators in Europe.
Allwyn has a high portion of lottery revenue, which is less
volatile and less exposed to regulatory risks, and has good
geographical diversification across Europe, with monopoly or
leadership positions within its market segments. It also has a
presence in the US and Latin America. However, its revenue
diversification is still slightly weaker than the multi-regional
revenue bases of Flutter and Entain.
Allwyn has larger scale and geographic diversification than BetClic
Everest Group (BB-/Stable). This is offset by a less conservative
financial policy and materially higher leverage, resulting in the
same rating, which can be changed with the consolidation of OPAP.
Key Assumptions
Fitch's Key Assumptions Within its Rating Case for the Issuer:
- Low-to-mid single-digit organic revenue growth in 2025-2026 on
increased online volume in the core markets of the Czech Republic
and Greece, with the extent of growth depending on local platform
strength, also fuelled by revenue growth from ramp-up of United
Kingdom National Lottery operations; low-single-digit revenue
decline in Austria due to asset disposal
- Consolidated EBITDA margin improving towards 30% by 2029, from
around 27% in 2025, driven by the addition of the US business
- Material dividends from equity-owned businesses due to strong
operational performance in Brazil and stable performance in Italy
- Ordinary dividend payments to ultimate shareholders of EUR800
million a year from 2027; EUR 0.8 dividends per share in 2026 and a
one-off distribution to OPAP's departing shareholders limited at
around EUR300 million
- Consolidation of Novibet and PrizePicks from 2026
- Consolidation with OPAP from 2026
- Bolt-on acquisitions of EUR150 million a year at an enterprise
value of 10.0x EBITDA over 2027-2029 (net of proceeds from assets
sale)
Recovery Analysis
Fitch rates the senior secured debt of Allwyn, issued by Allwyn
International AG, Allwyn Entertainment Financing (UK) plc and
Allwyn Entertainment Financing (US) LLC, at 'BB-'/'RR4', the same
level as Allwyn's IDR. Fitch did not apply any notching of the
instrument rating from the IDR, due to the subordination of senior
secured debt to reduced, but still meaningful levels, of operating
companies' debt, the absence of guarantees and collateral from
operating companies, and a material portion of dividend payments
from subsidiaries to minority shareholders. The new proposed
instrument will rank on par with the existing debt.
RATING SENSITIVITIES
Fitch expects to resolve the RWP at transaction close, which it
expects to be in 1H26. Consequently, resolution of the RWP could
exceed six months. If the proposed combination does not happen,
Fitch would remove the ratings from RWP, and the following rating
sensitivities would apply to Allwyn in its current perimeter.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration of operating performance leading to consistently
negative pre-dividend FCF
- A more aggressive financial policy, reflected in proportional
lease-adjusted net debt being consistently above 5.5x proportional
EBITDAR
- EBITDAR fixed-charge coverage below 2.5x, and gross
dividend/interest at holding company of less than 2.0x on a
sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Further strengthening of operations, with increased access to
respective cash flows, and debt structure simplification
- Sound financial discipline leading to proportional lease-adjusted
net debt trending below 4.5x proportional EBITDAR
- EBITDAR fixed-charge coverage above 3.0x, and gross
dividend/gross interest at holding company of more than 2.5x on a
sustained basis
Liquidity and Debt Structure
Fitch estimates that Allwyn had sound liquidity at end-June 2025,
with around EUR920 million of Fitch-calculated cash and operating
companies' cash balances adjusted for minority stake ownership). In
July 2025, the company increased its revolving credit facility to
EUR350 million and extended its maturity to 2030, and it remained
undrawn. It also had EUR500 million other undrawn facilities under
delayed drawdown term loan B2 pro forma for the July 2025
refinancing, and EUR310 million of facilities at subsidiaries as of
end-June 2025.
Debt maturities were well balanced at end-June 2025, with less than
10% of consolidated debt maturing before 2029 following the
completed refinancing in July 2025. Major maturities start only
from 2029. Allwyn's solid access to debt capital markets will keep
refinancing risk manageable.
Issuer Profile
Allwyn is the largest European private lottery operator, holding
leading or monopolistic positions in Austria, the Czech Republic,
Greece, Cyprus, the UK and Italy. It will increase its presence in
the US with completed acquisition of PrizePicks.
Summary of Financial Adjustments
In accordance with Fitch's Corporate Rating Criteria, Fitch uses
proportional consolidation for not fully owned assets to arrive at
lease-adjusted net debt and EBITDAR for its assessment of leverage
metrics used in the Rating Sensitivities.
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
Allwyn International AG has an ESG Relevance Score of '4' for Group
Structure due to substantial minority positions in some of its
consolidated assets as well as material contribution of
equity-owned businesses to cash flows, which can lead to high
volatility in underlying cash flows. This has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Allwyn
International AG LT IDR BB- Rating Watch On BB-
senior secured LT BB- Rating Watch On RR4 BB-
Allwyn Entertainment
Financing (UK) plc
senior secured LT BB- Rating Watch On RR4 BB-
Allwyn Entertainment
Financing (US) LLC
senior secured LT BB-(EXP) Expected Rating RR4
senior secured LT BB- Rating Watch On RR4 BB-
ALLWYN INTERNATIONAL: S&P Rates Proposed $1.64BB Term Loan B 'BB'
-----------------------------------------------------------------
S&P Global Ratings said that its rating and outlook on Allwyn
International AG (Allwyn; BB/Negative/--) are unchanged following
its proposals to acquire U.S.-based daily fantasy sport operator
PrizePicks and to combine with its subsidiary OPAP S.A.
(BB/Negative/--). S&P assigned a 'BB' issue rating and '3' recovery
rating (with 60% recovery prospects) on the proposed $1.64 billion
term loan B that Allwyn intends to issue through its U.S. financing
subsidiary Allwyn Entertainment Financing (U.S.) LLC.
Allwyn's acquisition of PrizePicks supports its strategy to further
penetrate the U.S. in the high-growth daily fantasy sport segment.
Allwyn will use most of the proceeds from the $1.64 billion
proposed TLB to finance the acquisition of the 62.3% stake in
PrizePicks for a total consideration of $1.6 billion while the
remaining portion will finance transaction costs and fees related
to the acquisition. The transaction values PrizePicks at $2.5
billion. S&P said, "We acknowledge that the proposed transaction,
expected to close in first-quarter 2026, involves performance-based
earnouts that we might include in our adjusted debt calculation.
While the acquisition affects the group's leverage, we think that
the growth of PrizePicks' EBITDA (which was about $339 million in
the last 12 months ended June 30, 2025) will support Allwyn's
deleveraging over time." The announced acquisition of PrizePicks
represents a continuation in the company's inorganic growth
strategy and reinforces the group's competitive position in the
U.S., by offering meaningful diversification of its gaming revenue,
both in terms of country and operating segment.
S&P said, "We view Allwyn's announced merger with OPAP, in an
all-share transaction, as credit positive. After the transaction,
Allwyn, currently holding a 51.78% into the Athens-listed
lottery-Greek operator OPAP will hold an indirect 100% ownership
through a new combined entity to be named Allwyn. Allwyn will be
listed on the Athens Stock Exchange, and the existing OPAP's public
shareholders will have a 21.5% stake into Allwyn, while KKCG 75.15%
and J&T Arch a 3.35%. Through the ownership of ordinary shares and
preferred shares, KKCG will have 85% voting rights on Allwyn. The
transaction is expected to close in first-half 2026 subject to
regulatory reviews and shareholders exercising the exit right not
representing more than 5% of OPAP's share capital. The contemplated
merger would value the combined group's equity value at about EUR16
billion and would be beneficial to the group's creditworthiness due
to reduced cash flow leakage to minorities.
"Our 'BB' long-term issuer credit rating and negative outlook on
Allwyn are unchanged. While the debt financing of the acquisition
of PrizePicks put some pressure on our adjusted credit metrics, we
acknowledge that the merger with OPAP would be beneficial to the
creditworthiness of the group because the transaction would give
Allwyn full access to OPAP's EBITDA and cash flow with reduced
minority leakages. Additionally, as the combined entity will seek
for a secondary listing, the group will have broader access to
equity capital markets to support its inorganic growth strategy.
Currently, we account for OPAP's financials into Allwyn's credit
metrics on a proportional basis, based on Allwyn's current
ownership share of OPAP's capital. The successful closing of the
transaction may lead us to review our approach and the impact on
S&P Global Ratings-adjusted metrics and ratios."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P said, "Our issue rating on Allwyn's existing EUR665 million
senior notes due 2030, the $700 million senior notes due 2029, the
$625 million TLB due 2031, the EUR475 million TLB due 2032, the
EUR600 million senior notes due 2031, and the proposed $1.64
billion TLB is 'BB'. The '3' recovery rating on these instruments
reflects our expectation of meaningful recovery (50%-70%; rounded
estimate: 60%) in a default scenario. We raised our recovery
expectations in the event of default accounting for the acquisition
of the majority stake in PrizePicks, which improves the overall
enterprise value of the group."
-- S&P's recovery rating considers approximately EUR2.2 billion of
unrated bank term loans that also sit at the holding company level
and are pari passu with the rated notes and TLBs. These include a
EUR350 million revolving credit facility (RCF), about EUR1.3
billion of term loans, and about EUR500 million of a delayed draw
term loan.
-- S&P's default scenario for the holding company assumes stress
at one or more subsidiaries, resulting in a material reduction in
dividends upstreamed to the holding company, although not
necessarily the simultaneous default of all the operating
companies. This could occur, for example, because of the
hypothetical loss of a material license contract, or severe
operational disruption of one or more operating entities.
-- S&P said, "To estimate the hypothetical gross distressed
enterprise value of Allwyn, we apply an EBITDA multiple valuation
to derive a hypothetical gross distressed enterprise value of
EUR6.5 billion. We then deduct priority debt claims issued by the
operating companies (about EUR923 million of credit lines issued by
OPAP, CASAG and the U.K. entity). By attributing the respective
contribution of OPAP, CASAG, and PrizePicks to the group's EBITDA,
we then derive an implied equity value for these three subsidiaries
and estimate their minority interests, which will be excluded from
the collateral available to secured claims at the holding company
level."
-- On Oct. 13, 2025, Allwyn announced its intention to merge with
its subsidiary OPAP. Although S&P deems this would support recovery
prospects at default, given the higher collateral base available to
secured debtholders, it may review its approach once the final
documentation has been established.
Simulated default assumptions
-- Simulated year of default: 2030
-- Jurisdiction: U.K.
-- EBITDA at emergence: EUR1,005 million
-- Implied enterprise value-to-EBITDA multiple: 6.5x, in line with
standard sector assumption
Simplified waterfall
-- Gross enterprise value: EUR6.5 billion
-- Net enterprise value after administrative costs (5%): EUR6.2
billion
-- Estimated priority debt claims (outstanding financial debt of
OPAP, CASAG, and the U.K. RCF): EUR923 million*
-- Estimated minority interests of OPAP, CASAG, and PrizePicks:
About EUR1.5 billion
-- Total collateral value available to secured debt claims at the
Holdco level: About EUR3.8 billion
-- Estimated senior secured debt claims: EUR6.3 billion*
--Recovery expectations: 50%-70% (rounded estimate: 60%)
*All debt amounts include six months of prepetition interest. RCFs
assumed 85% drawn and EUR500 million delayed draw term loan 100%
drawn at the point of default.
=============
U K R A I N E
=============
PROCREDIT BANK: Fitch Affirms 'CCC/CCC+' LongTerm IDRs
------------------------------------------------------
Fitch Ratings has affirmed Joint Stock Company ProCredit Bank's
(PCBU) Long-Term Foreign-Currency (LTFC) Issuer Default Rating
(IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'.
The IDRs do not carry an Outlook at this level. Its Viability
Rating (VR) has been affirmed at 'ccc'.
Fitch has withdrawn the Long-Term IDRs (xgs) and Short-Term IDRs
(xgs) of PCBU as they are no longer considered by Fitch to be
relevant because its Long-Term IDRs would not be lower if
government support for its parent was excluded.
Key Rating Drivers
PCBU's LTFC IDR is driven by potential support from its 100%
shareholder ProCredit Holding AG (PCH; BBB/Stable/bb) and
underpinned by its 'ccc' Viability Rating (VR). The LTFC IDR
reflects its view that a default on senior FC third-party
non-government obligations remains a real possibility due to the
war between Ukraine and Russia.
PCBU's Shareholder Support Rating (SSR) of 'ccc' reflects its view
of its strategic importance to PCH, but also potential constraints
on the bank's ability to use parent support, in particular to
service FC obligations, due to government intervention risk. PCBU's
VR reflects the high risks to its standalone profile caused by the
war and that failure remains a real possibility. PCBU's 'CCC+' LTLC
IDR, which is one notch above its LTFC IDR, reflects limited
regulatory restrictions on LC operations.
Challenging Operating Environment: Operating conditions for
Ukrainian banks remain challenging, as reflected in its operating
environment assessment of 'ccc', due to the ongoing war. Continued
international support to Ukraine, the National Bank of Ukraine's
(NBU) supportive policy and regulatory support measures underpin
macroeconomic and financial stability and banks' resilient
financial performance.
Small Bank with SME Focus: PCBU is a small foreign-owned bank, with
a 1.3% share in net sector assets at end-July 2025. The bank is
primarily engaged in providing banking services to local small and
medium-sized businesses.
Exposure Concentrations: PCBU is exposed to sovereign risk through
investments in deposit certificates and placements at NBU (19% of
total assets at end-2Q25), and domestic government securities (5%),
which renders the bank vulnerable to the sovereign's repayment
capacity and liquidity position. Loan growth picked up in 1H25 to
14% (6.5% in 2024), mainly driven by small ticket lending to SMEs.
The bank continues to have a large exposure to the agricultural
sector (about 44% of gross loans).
Asset-Quality Risks: PCBU's impaired loans/gross loans ratio
(including purchased or originated credit-impaired loans) improved
to 3.3% at end-2Q25 (end-2024: 3.6%) due to loan growth. Fitch sees
risks of further increases in impaired loans due to the protracted
war, particularly from the potential migration of the bank's high
Stage 2 loans (30% of gross loans), sector concentration and SME
lending, but less severe operating conditions may support
improvement in asset-quality metrics.
Profitability Sustained: PCBU's operating profit/risk weighted
assets ratio decreased to 6.4% in 1H25 (2024: 8.7%) due to
tightening net interest margins and despite reversals of loan loss
allowances. Profitability remains sensitive to asset quality
deterioration and margin tightening.
Adequate Capitalisation: PCBU's common equity Tier 1 (CET1) and
Tier 1 ratios of 18% and regulatory capital adequacy ratio of 18.3%
at end-2Q25 provided adequate buffers over their regulatory
minimums of 5.625%, 7.5% and 10%, respectively, under the bank's
new capital structure effective August 2024. The bank's impaired
loans are fully covered by loan loss allowances, reducing risks to
capital.
Largely Deposit-Funded: Customer deposits accounted for 93% of the
bank's non-equity funding at end-2Q25. The remaining funding
sources were mainly from international financial institution
funding. Foreign currency repayments remain subject to considerable
uncertainty, but its base case expects that PCBU will continue to
service its external obligations. PCBU's gross loans/deposits ratio
rose to 71% at end-2Q25 (end-2024: 63%) on the back of increased
loan growth and stable deposits.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch would downgrade the bank's IDRs on a sovereign downgrade, or
if Fitch perceived an increased likelihood that the bank will
default on, or seek a restructuring of, its senior obligations.
A marked further deterioration in asset quality or a weakening of
profitability that eroded the bank's loss absorption buffers would
lead to a VR downgrade.
PCBU's SSR and LTFC IDR could be downgraded if Fitch believes the
parent has a lower propensity to support its subsidiary, and if
PCBU's VR is also downgraded.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch believes positive action on the IDRs is unlikely in the near
term. However, the ratings could be upgraded in the event the
sovereign's LTFC IDR is upgraded above 'CCC'.
PCBU's SSR and LTFC IDR could be upgraded if Fitch considers the
bank to have a greater ability to use parental support due to
reduced government intervention risk.
A VR upgrade would likely require an upgrade of the sovereign LTFC
IDR above 'CCC' and a considerable improvement in the operating
environment, leading to lower solvency risk.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
The Short-Term IDRs of 'C' are the only possible option mapping to
IDRs in the 'CCC' category.
PCBU's National Long-Term Rating of 'AA+(ukr)' is driven by its
view of support from PCH.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The bank's Short-Term IDRs are sensitive to change in its Long-Term
IDRs.
A change in PCBU's National Long-Term Rating would likely arise
from a weakening or strengthening in its overall credit profile
relative to that of other Ukrainian entities.
VR ADJUSTMENTS
The operating environment score of 'ccc' is below the 'b' category
implied score due to the following adjustment reason: sovereign
rating (negative).
Public Ratings with Credit Linkage to other ratings
PCBU's ratings are linked to PCH's ratings.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Joint Stock Company
ProCredit Bank LT IDR CCC Affirmed CCC
ST IDR C Affirmed C
LC LT IDR CCC+ Affirmed CCC+
LC ST IDR C Affirmed C
Natl LT AA+(ukr) Affirmed AA+(ukr)
Viability ccc Affirmed ccc
LT IDR (xgs) WD Withdrawn CCC(xgs)
Shareholder Support ccc Affirmed ccc
ST IDR (xgs) WD Withdrawn C(xgs)
LC LT IDR (xgs) WD Withdrawn CCC+(xgs)
LC ST IDR (xgs) WD Withdrawn C(xgs)
UKRAINIAN INTERNATIONAL: Fitch Affirms 'CCC/CCC+' IDRs
------------------------------------------------------
Fitch Ratings has affirmed JOINT STOCK COMPANY FIRST UKRAINIAN
INTERNATIONAL BANK's (FUIB) Long-Term Foreign-Currency (LTFC)
Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency
(LTLC) IDR at 'CCC+'. The IDRs do not carry an Outlook at this
level. Fitch affirmed the bank's Viability Rating (VR) at 'ccc'.
Key Rating Drivers
FUIB's LTFC IDR reflects Fitch's view that a default on senior FC
third-party non-government obligations remains a real possibility
due to the war with Russia. FUIB maintains generally adequate FC
liquidity, helped by the regulatory capital and exchange controls
in place since the war's outbreak to reduce the risk of deposit and
capital outflows, and maintain stability and confidence in the
banking system.
The LTLC IDR, one notch above the LTFC IDR, reflects limited
regulatory constraints on LC operations. The VR reflects the high
risk to FUIB's standalone profile caused by the war and that
failure remains a real possibility.
Challenging Operating Environment: Operating conditions for
Ukrainian banks remain challenging, as reflected in its operating
environment assessment of 'ccc', due to the war. Continued
international support to Ukraine, supportive policy and regulatory
support measures underpin macroeconomic and financial stability,
and banks' resilient financial performance.
Large Private Bank: FUIB is the largest privately owned bank in
Ukraine and the fifth largest overall, accounting for 5.5% of total
sector net assets at end-1H25. It is a universal commercial bank
servicing both corporate and retail customers.
Exposure to Sovereign: FUIB's risk profile takes into consideration
its exposure to the sovereign through investments in domestic
government securities (end-1H25: 13% of assets) and placements at
and certificates of deposits of the National Bank of Ukraine (26%),
which render the bank vulnerable to the sovereign's repayment
capacity and liquidity position. The bank's risk profile also
reflects its exposure to the challenging Ukraine operating
environment. The share of net loans increased (end-1H25: 41% of
assets; end-2024: 36%) after lending growth recovered to 17% in
1H25 and 24% in 2024.
Risks to Asset Quality: FUIB's impaired (Stage 3 loans and
purchased or originated credit-impaired loans) loans/gross loans
ratio decreased to 5.6% at end-1H25 from 6.7% at end-2024, largely
due to loan growth. Total loan loss allowances coverage of impaired
loans increased to 154% at end-1H25. Its expectation is for the
impaired loans ratio to remain under pressure from asset-quality
risks from the operating environment. Unsecured retail loans
(end-1H25: 26%), FC loans (18%) and Stage 2 loans (7%) present
additional risks.
Reasonable Profitability: FUIB's operating profit/risk-weighted
assets ratio increased to 8.0% in 1H25 (2024: 7.8%) largely due to
improved net interest margins and despite higher loan impairment
charges. Its expectation is for near-term operating profitability
to remain reasonable, supported by still adequate net interest
margins. A possible increase in effective taxes could dampen 2025
net profit.
Adequate Capital Buffers: FUIB's common equity Tier 1, Tier 1 and
regulatory capital adequacy ratio of 13.71% at end-June 2025 had
adequate buffer against their regulatory minimums under the new
capital structure. Full coverage of impaired loans mitigates
capital encumbrance from unreserved impaired loans. Its expectation
is for capitalisation to remain adequate, supported through
internal capital generation. Risks to capitalisation stem from the
challenging operating environment and sovereign exposure.
Largely Deposit Funded: FUIB is almost entirely funded by customer
deposits (end-1H25: 98% of non-equity funding). Deposits from
retail customers comprised 37% of customer deposits at end-1H25.
The loans/deposits ratio started to rise alongside the increase in
loans (end-1H25: 53.8%; end-2024: 47.7%) but remains modest and its
expectation is for loans/deposits to gradually increase.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch would downgrade FUIB's IDRs in the event of a sovereign
downgrade, or if Fitch perceived an increased likelihood that the
bank will default on or seek a restructuring of its senior
obligations.
A marked further deterioration in asset quality or a weakening of
profitability that eroded the bank's loss-absorption buffers would
lead to a VR downgrade.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch believes positive action on the IDRs is unlikely in the near
term. However, the ratings could be upgraded if the sovereign's
LTFC IDR is upgraded to above 'CCC'.
A VR upgrade would most likely require an upgrade of the
sovereign's LTFC IDR to above 'CCC' and a considerable improvement
in the operating environment that lowers solvency risk.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
The Short-Term IDRs of 'C' are the only possible option mapping to
Long-Term IDRs in the 'CCC' category.
FUIB's National Long-Term Rating is driven by the bank's intrinsic
credit profile. It is in line with that of most Ukrainian bank
peers.
The Government Support Rating of 'ns' (no support) reflects its
view that regulatory forbearance would be more likely than
recapitalisation if there were a material capital shortfall as long
as banks implement recapitalisation programmes.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The Short-Term IDRs are sensitive to changes in the LT IDRs.
FUIB's National Rating is sensitive to changes in the bank's' LTLC
IDR and its creditworthiness relative to other Ukrainian entities
rated on the National Rating scale.
An upgrade of FUIB's Government Support Rating is highly unlikely
given the bank's private ownership.
VR ADJUSTMENTS
The operating environment score of 'ccc' is below the 'b' category
implied score due to the following adjustment reason: sovereign
rating (negative).
The earnings and profitability score of 'ccc' is below the 'bb'
category implied score due to the following adjustment reason:
revenue diversification (negative).
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
JOINT STOCK COMPANY
FIRST UKRAINIAN
INTERNATIONAL BANK LT IDR CCC Affirmed CCC
ST IDR C Affirmed C
LC LT IDR CCC+ Affirmed CCC+
LC ST IDR C Affirmed C
Natl LT AA+(ukr) Affirmed AA+(ukr)
Viability ccc Affirmed ccc
Government Support ns Affirmed ns
===========================
U N I T E D K I N G D O M
===========================
ALLEN GLENOLD: RSM Restructuring Named as Administrators
--------------------------------------------------------
Allen Glenold Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD), Court Number:
CR-2025-006886, and Tyrone Courtman and Deviesh Raikundalia of RSM
UK Restructuring Advisory LLP were appointed as administrators on
Oct. 15, 2025.
Allen Glenold is a cards & stationery store.
Its registered office and principal trading address is at Glenold
House, Crosby Road, Market Harborough, LE16 9EE
The joint administrators can be reached at:
Gareth Harris
Tyrone Courtman
RSM UK Restructuring Advisory LLP
Rivermead House
7 Lewis Court
Grove Park, Enderby
Leicestershire, LE19 1SD
Correspondence address & contact details of case manager:
Helen Robinson
RSM Restructuring Advisory LLP
Rivermead House
7 Lewis Court, Grove Park
Leicester, LE19 1SD
Tel: 0116 282 0550
For further details, contact:
The Joint Administrators
Tel: 0116 282 0550
DEEPOCEAN LTD: Fitch Rates EUR480MM Secured Notes 'BB-'
-------------------------------------------------------
Fitch Ratings has assigned DeepOcean Ltd's EUR480 million 6% due
2031 senior secured notes a final rating of 'BB-'. The Recovery
Rating is 'RR3'. Proceeds will repay DeepOcean's debt, fund a
USD370 million dividend and repay its USD24.7 million due 2026
vendor loan notes. The company's 'B+' Long-Term Issuer Default
Rating (IDR), which has a Stable Outlook, reflects its small scale,
low contractual backlog coverage of future revenues and execution
risk around bolt-on acquisitions, as well as no record under its
new financial policy. Rating strengths are its good market position
in its main service lines, which are more stable than other
oilfield services subsectors, long-term relationships and standing
framework agreements with strong customers, and an asset-light
business model with flexible costs.
Key Rating Drivers
Resilient Demand in Core Services: DeepOcean derived 33% of its
2024 core revenue, excluding lease income, from inspection, repair
and maintenance (IRM) services, 17% from decommissioning-related
activities, 11% from other ocean services, and 11% from survey and
seabed intervention. Fitch expects IRM to contribute the majority
of core revenues following geographic expansion and new frame
agreements signed over the last two years.
Fitch expects these service lines to have higher than average
demand resilience compared with most other oilfield services as
they relate to the opex portion of oil and gas assets' economic
lifecycle and are more difficult for customers to defer without
affecting regulatory compliance and asset uptime. The company's
subsea construction services, accounting for about 28% of 2024 core
revenue, can be more volatile.
Limited Contracted Revenues: The company's business model centres
around frame agreements that establish commercial terms and
conditions for future assignments but on average only require
customers to commit to a minimal amount of spending each year. The
backlog only covers 10%-15% of subsequent years' revenues in any
given year, with the remainder subject to optional assignments
under the framework agreements and ad hoc projects.
High Quality Customer Base: Its customer base largely comprises
well-capitalised investment grade oil and gas producers operating
low break-even portfolios. Fitch expects customers will remain
prudent in managing costs when hydrocarbon prices are low, but the
business-critical nature of IRM and regulation-driven
decommissioning obligations help offset pressure on DeepOcean's
revenues in downturns.
Small Scale: The company's run-rate EBITDA, of about USD185
million, is substantially smaller than that of other oilfield
service providers with similar ratings. This is offset by far more
stable earnings that are much less exposed to more price-sensitive
subsectors of upstream companies' investment budgets. Scale is a
rating constraint, given its usual expectation of mid-cycle EBITDA
about USD500 million for 'BB' rated issuers in the sector.
Contract Risk Management Key: DeepOcean's ability to negotiate
contracts so that the risk of loss is minimised will be crucial to
its ability to maintain expected EBITDA generation. In 2023, the
company incurred losses on contracts with an impact of USD23
million on Fitch-defined EBITDA. Management responded by upgrading
its risk management and Fitch does not expect such losses to
repeat, although maintaining a strong record of contract risk
management will be vital for the rating.
Strong Recent Performance: DeepOcean generated record
Fitch-adjusted EBITDA of USD127 million in 2024, compared with
USD59 million in 2023 (USD82 million when excluding contract
losses). This is driven by higher pricing on frame agreements in
Norway and the UK and expansion in the US and Guyana. Fitch expects
EBITDA to remain strong, driven by organic expansion and the
acquisition of Shelf Subsea in 1H25, although this is also subject
to the company building a record of operating at higher earnings
levels.
Dominant Position in Norway: DeepOcean is the supplier of choice
for the largest producers on Norway's Continental Shelf, including
Equinor ASA and Aker BP ASA (BBB/Stable) for IRM and related
services. Norway accounts for about 50% of revenues and 72% of
backlog and provides DeepOcean with a stable baseline of cash flows
owing to strong regulations about decommissioning and IRM and the
low-cost profile of oil and gas fields in the region, making
upstream investment less price sensitive.
Flexible Cost Base: The company maintains an asset-light business
model and most of its vessel fleet is procured through short- to
medium-term charters arranged with staggered expiry dates and costs
passed through to customers. This allows it to release vessels on
fairly short notice, which, alongside its ability to adjust labour
costs and the self-adjusting nature of direct project costs, helps
maintain margins in periods of weaker activity.
Manageable Leverage: Fitch expects DeepOcean's EBITDA gross
leverage at end-2025 to be moderate, at about 3.2x, and decline to
about 2.9x through 2029, based on stable debt and modest EBITDA
growth enabled by bolt-on acquisitions. This is much higher than
the historical capital structure, but consistently positive free
cash flow generation and structurally higher earnings make this
leverage manageable.
Evolving Financial Policy: DeepOcean has historically paid large
shareholder distributions. Internally funded bolt-on acquisitions
will take precedence over distributions, with company-defined net
debt/EBITDA not to exceed 2.5x, according to management and the
company's sponsor. A record of adherence to this policy is
essential for building headroom under the rating and supporting
deleveraging on an EBITDA gross leverage basis.
Peer Analysis
Fitch rates DeepOcean one notch below Helix Energy Solutions Group,
Inc. (BB-/Stable). The latter's revenue visibility is lower than
the former's with its high exposure to decommissioning activities
offset by a large exposure to oil and gas production maximisation,
which is more exposed to downturns in this market. Helix is larger
in mid-cycle EBITDA and has lower EBITDA gross leverage, at less
than 1.5x.
Fitch rates Viridien SA (B/Stable) one notch below DeepOcean, as
its seismic services are more exposed to upstream capex trends and
result in materially lower revenue visibility and more volatile
cash flows. This is offset by the former's higher profitability,
larger scale and higher mid-cycle EBITDA of over USD350 million.
Fitch rates OEG Global Limited (B+/Stable) at the same level as
DeepOcean. The former has a stronger backlog coverage of revenues
but is also more capital-intensive and has substantially higher
leverage. The two companies are of a similar scale in EBITDA
generation.
Key Assumptions
- Revenue rise of 23% in 2025, and averaging 2.7% in 2026-2029
- EBITDA margins averaging 17.2% between 2025 and 2029
- Annual capex of USD30 million-35 million up to 2029
- Bolt-on M&A of USD10 million a year in 2026-2028
- Dividends of USD445 million in 2025 (comprising USD75 million of
common dividends in 1H25 and USD370 million of special dividends),
and averaging USD54 million a year between 2026 and 2029
Recovery Analysis
The recovery analysis assumes DeepOcean would be reorganised as a
going concern in bankruptcy, rather than liquidated.
The company's going concern EBITDA assumption reflects the
non-cyclical nature of the business, representing sustained lower
oil and gas activity with lower tender volumes and customers
greatly reducing or deferring costs across the asset lifecycle.
Its going concern EBITDA excludes EBITDA associated with Shelf
Subsea, which will not be a guarantor of the super senior revolving
credit facility (RCF) or the senior secured notes until the USD24.7
million vendor loan is repaid (by May 2026).
An enterprise value multiple of 4x is applied to going concern
EBITDA to calculate a post-reorganisation enterprise value that
reflects the company's strong market position in a relatively
non-cyclical subsector of oilfield services industry offset by
small scale.
The USD100 million RCF is assumed to be fully drawn and ranks above
the company's senior secured debt.
After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall-generated recovery computation for the
senior secured notes in the 'RR3' band, indicating a 'BB-' rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA gross leverage sustained over 3.5x
- Failure to maintain midcycle EBITDA generation of over USD150
million
- Fitch-defined EBITDA margin falling below 15% on a sustained
basis
- Evidence of an aggressive financial policy with excessive
shareholder distributions or large, debt-funded M&A
- Weakening liquidity position
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Increase in scale with midcycle EBITDA of about USD300 million,
with a commensurate rise in its backlog, alongside EBITDA gross
leverage below 2.5x on a sustained basis
- Maintaining a strong liquidity position
Liquidity and Debt Structure
DeepOcean's pro forma liquidity is adequate, with no big maturities
until 2030, an undrawn USD100 million RCF, cash balances in excess
of operational needs and positive free cash flow generation under
its rating case.
Issuer Profile
DeepOcean is a Norway-based subsea contractor providing IRM,
construction, survey and recycling services to the offshore oil and
gas and renewables sectors. The company is wholly owned by Triton
Partners, a private equity sponsor.
Date of Relevant Committee
22-Sep-2025
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
----------- ------ -------- -----
DeepOcean Ltd
senior secured LT BB- New Rating RR3 BB-(EXP)
DIGITAL BARRIERS: Alvarez & Marsal Named as Administrators
----------------------------------------------------------
Digital Barriers Services Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Leeds Insolvency and Companies List (ChD), Court Number:
No CR-2025-LDS-001049, and Joanna Bull and Michael Magnay of
Alvarez & Marsal Europe LLP were appointed as administrators on
Oct. 21, 2025.
Digital Barriers engaged in information technology service.
Its registered office is at Milton Gate, 60 Chiswell Street,
London, EC1Y 4AG
Its principal trading address is at First Floor, 90 St Vincent
Street, Glasgow, G2 5UB
The joint administrators can be reached at:
Michael Magnay
Joanna Bull
Alvarez & Marsal Europe LLP
Suite 3, Avery House
69 North Street
Brighton BN41 1DH
Tel No: +44 (0) 20 7715 5200
For further details, contact:
Adam Webber
Alvarez & Marsal Europe LLP
Tel No: +44(0)20-7715-5223, or INS_DIGBSL
DOWSON 2024-1: S&P Affirms 'B-(sf)' Rating on Class F-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)', 'AA (sf)', 'A+ (sf)',
'A (sf)', 'BBB (sf)', and 'B- (sf)' credit ratings on Dowson 2024-1
PLC's class A, B, C, D, E, and F-Dfrd notes, respectively. S&P has
resolved the under criteria observation (UCO) placements for the
class B to F-Dfrd notes.
The transaction closed in October 2024 and, as of the August 2025
servicer report, the pool factor had declined to 67.0%. Cumulative
hostile termination losses were 3.84% and voluntary termination
losses were 0.22%. As both are within our expectations, the
respective base-case assumptions of 13.50% and 2.06% remain
unchanged. S&P also maintained all other assumptions at their
closing levels, including loss multiples, recovery rate base case,
and recovery haircuts.
The recently published Financial Conduct Authority (FCA)
consultation paper on a proposed industrywide scheme to compensate
motor finance customers who have been treated unfairly covers three
types of commission arrangement. Of these, only the high commission
arrangement type may affect Oodle. The originator has established
under 4% of their agreements entered within the timeframe of the
proposed redress scheme may be within scope.
Oodle estimates its total cost under the redress scheme will be
GBP13 million, which will be funded under an existing subordinated
loan facility provided by one of its majority shareholders.
Regarding Dowson 2024-1, as of Sept. 30, 2025, the capital balance
of live agreements potentially affected by this issue represents
less than 0.5% of the outstanding balance of the transaction.
As any potential setoff would then be a very small percentage of
that exposure, with the risk only arising for the transaction if
Oodle did not pay the claim directly, it is S&P's view that the
proposed redress scheme poses a negligible risk to this
transaction.
S&P said, "We performed our cash flow analysis to test the effect
of the deleveraging of the portfolio and the resultant increase in
credit enhancement. Our cash flow analysis indicates that the
available credit enhancement for the class A, B, C, D, and E notes
is sufficient to withstand the credit and cash flow stresses that
we apply at the 'AAA', 'AA', 'A+', 'A', and 'BBB' rating levels,
respectively. We therefore affirmed our ratings on these classes of
notes.
"The class F-Dfrd note continues to face shortfalls at the 'B'
rating level. It passes our steady state analysis, so we affirmed
our 'B- sf)' rating on the notes. Under our ratings definitions, a
security would generally be rated 'B-' if we believe the obligor
has the capacity to meet its financial commitment on the obligation
under the current conditions.
"Under our revised counterparty criteria, we no longer model a
commingling loss in our cash flow runs relating to there being no
rating trigger on the collection account provider, HSBC Bank PLC.
The removal of the stress was found to have no rating effect. We
have resolved the UCO placements for the class B to F-Dfrd notes."
Sovereign, counterparty, and operational risks do not constrain the
ratings. Legal risks continue to be adequately mitigated, in S&P's
view.
ENERGEAN PLC: Fitch Assigns 'BB(EXP)' Rating on Sr. Secured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Energean plc's (BB-/Stable) proposed
senior secured notes an expected rating of 'BB(EXP)'. The Recovery
Rating is 'RR3'. The final rating is contingent on the receipt of
final documentation conforming materially to the information
already received.
The proceeds will be used to repay existing USD450 million senior
secured notes, to pay fees and expenses, and add to its cash
balance.
Energean's rating reflects its expectation of deleveraging to below
2x EBITDA net leverage from 2026, a run-rate production of 170-180
thousand barrels of oil equivalent per day (kboe/d), and exposure
to geopolitical risk in Israel.
Key Rating Drivers
Operating Environment Stress: The armed conflicts between Israel
and various other parties continue to pose heightened risk for
Energean's operations in Israel. Earlier this year, the floating
production storage and offloading vessel servicing Karish was
ordered to temporarily suspend operations, although there was no
damage to the company's assets. A large-scale and prolonged
disruption to the Karish field would affect Energean's rating,
despite its ability to absorb a three-month outage with committed
liquidity sources under its assumptions, but this is not its base
case.
Revised Production Expectations: Earlier this year, Fitch revised
down its expectations of near-term and run-rate production for
Energean. Some of this is related to underperformance at non-Israel
assets and due to uncertainty caused by the company's termination
of certain divestments, but Fitch expects production in Israel to
be lower than its initial projections following better clarity
around run-rate production, including the impact of seasonal
domestic demand and scheduled maintenance needs. This also reflects
the impact of a temporary suspension of production in Israel in
2025.
Fitch has revised its expectation of total run-rate production to
170-180kboe/d from 190-200kboe/d, depending on the ramp-up of the
Katlan development in 2027. This is in line with a 'BB-' rating,
but it results in slower-than- anticipated deleveraging. Failure to
reach and maintain this level of run-rate production will likely
lead to a downgrade.
Divestiture Transaction Terminated: Fitch views the termination of
the proposed sale of assets in Egypt, Italy, and Croatia as
credit-neutral for Energean. The larger scale and more diversified
asset base are positive for the business profile, but the lack of
divestment will result in slower deleveraging.
Delayed Deleveraging: Fitch expects Energean's deleveraging
trajectory to be delayed due to the termination of the company's
divestiture of various non-Israeli assets and revised production
expectations. Fitch expects it will take until end-2026 to
deleverage below its 2x EBITDA net leverage negative sensitivity.
Fitch expects the company will maintain EBITDA net leverage below
2x on a run-rate basis, under its price assumptions, with mildly
lower headroom, subject to successful operational execution and
continued prudent financial management.
Dividend Policy Clarity: Energean has confirmed it expects to keep
dividends in line with historical levels of about USD220 million a
year following the termination of its divestment of various
non-Israeli assets. Fitch views this as sustainable.
Consolidated Profile: Energean's proposed holding company notes
will have similar terms and conditions to the existing notes and
will be structurally subordinated to debt at operating companies
(opcos), which mainly consists of USD2.75 billion of project
finance debt at its 100% opco Energean Israel Limited (EISL)
secured by Israeli assets. However, Fitch analyses Energean on a
consolidated basis, due to its understanding from management that
cross-default provisions will be present in the notes'
documentation, similar to the existing notes.
Senior Secured Rating: Fitch rates the senior secured notes using a
generic approach for 'BB' category issuers, which reflects the
relative instrument ranking in the capital structure. Given the
large share of debt ranking more senior to the notes, the Recovery
Rating for the notes is 'RR3' to reflect lower recovery prospects
relative to other senior notes. This results in the senior secured
rating being notched up only once from the IDR.
Israel-Focused Gas Producer: Over 70% of Energean's production
comes from Israel. The company's gas-focused production mix is
supportive of strong long-term demand due to undersupply in the
region, but its credit profile is highly dependent on cash flows
from Israel.
Low Re-Contracting Risk: Fitch expects Energean will be able to
replace any customers in the event of a contract termination or
other unforeseen event, given its record of successful
re-contracting, alongside high domestic demand in Israel, its
access to international markets, and the favourable economics of
the Israeli assets. Fitch views the ongoing ramp-up of Israeli
assets' production as substantially mitigating contract termination
risk.
Improving Cost of Production: Energean's cost structure has
substantially improved over the last three years to around
USD10/boe in 2024 (including royalties), from USD19/boe in 2022,
and Fitch expects it to modestly decline further once the Katlan
development comes online in 2027. This is driven by a higher
contribution from Israeli assets, which have substantially lower
unit costs than the rest of the company's portfolio.
Future Acquisitions Likely: Energean has publicly stated its
intention of pursuing further growth through acquisitions. However,
the execution risk posed by an acquisition-driven growth strategy
is offset by the company's strong record of integrating acquired
assets, its adequate financial headroom, and stable cash flows from
Israel.
Peer Analysis
S.N.G.N. Romgaz S.A (BBB-/Negative; Standalone Credit Profile: bb+)
is Energean's closest peer but has a more diversified profile with
its gas storage and electricity generation, as opposed to
Energean's focus on upstream operations. Energean is larger, with
production of over 150kboe/d in 2024, but has lower realised prices
in the Israeli gas market than Romgaz's European gas price
environment.
Energean has a more favourable cost of production before royalties
and is subject to a more advantageous tax regime, although this is
counterbalanced by geopolitical and security risks in light of the
ongoing armed conflict between Israel and various parties.
Fitch rates Energean three notches above Kosmos Energy Ltd.
(B-/Rating Watch Negative) due to its higher production and
stronger liquidity profile. Energean's longer reserve life and its
large share of contracted sales under long-term take-or-pay
agreements provide more cash flow visibility.
Key Assumptions
- Oil and gas prices to 2028 in line with its base case price deck
- Consolidated production volumes of 131kboe/d in 2025 in the event
of operational disruption, resulting in three months of lost
production in Israel, and peaking at around 178kboe/d by 2028
- Capex averaging around USD438 million a year for 2025-2028
- Israeli gas sold at contractual floor prices for 2025-2028
- Dividend payments of USD220 million a year for 2025-2028
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Material reduction in production due to closure of Israeli fields
or damage to EISL's operations on a protracted basis
- Failure to deleverage below 2.0x EBITDA net leverage by end-2026
- Major gas sales contract terminations at EISL
- Negative post-dividend free cash flow on a sustained basis, due
to capex overruns, production delays or high dividend payments
- Lack of visible progress on planned refinancing of USD450 million
senior secured notes by early 2026
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustained de-escalation of geopolitical risk will be a
pre-requisite for positive rating action
- EBITDA net leverage below 1.0x on a sustained basis and a solid
liquidity profile
- Continued prudent financial management at EISL, ensuring sound
distributable cash flow generation
- Increasing 1P reserve levels
Liquidity and Debt Structure
Energean does not have any immediate external funding needs, and
liquidity is healthy, with no material maturities until 2027. At
end-2024 Energean's liquidity was USD446 million, including
Fitch-defined cash and cash equivalents (USD320 million) and total
availability of USD126 million in revolving credit facilities.
Issuer Profile
Energean is an independent oil and gas producer with its core
assets located in Israel, Egypt, Italy, and Croatia.
Date of Relevant Committee
04 August 2025
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
----------- ------ --------
Energean plc
senior secured LT BB(EXP) Expected Rating RR3
ENERGEAN PLC: S&P Affirms 'B+' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Energean PLC and the 'B+' rating on the $450 million senior
secured notes.
S&P said, "We also assigned a 'BB-' issue rating and '2' recovery
rating to the proposed senior secured notes due 2030. We will
withdraw our 'B+' rating on the $450 million senior secured notes
upon completion of this transaction.
"The stable outlook reflects our expectation that revenue and
production will continue to grow, largely at its gas fields in
Israel, despite the regional conflict. We forecast FFO to debt of
15% for 2025."
In October 2025, Energean PLC announced its proposed issuance of
senior secured notes (for a minimum amount of EUR350 million) due
2031 to refinance its $450 million senior secured notes due 2027.
S&P views this transaction, which extends the group's weighted debt
maturity, as broadly leverage neutral.
S&P said, "We expect the group to generate revenue of around $1.6
billion and EBITDAX (earnings before interest, taxes, depreciation,
amortization, and exploration expenses) of around $1 billion in
2025. We anticipate S&P Global Ratings-adjusted funds from
operations (FFO) to debt of around 15% for 2025 and we view credit
metrics as commensurate with our 'B+' issuer credit rating."
The group is proposing to issue senior secured notes due 2031 for a
minimum amount of EUR350 million. The proposed notes will refinance
the existing $450 million senior secured notes due 2027. S&P sad,
"We rate the proposed notes 'BB-', one notch above our issuer
credit rating, with a '2' recovery rating. We will withdraw our
'B+' ratings on the existing $450 million senior secured notes upon
completion of this transaction. We view this debt refinancing,
which lengthens the group's debt maturity profile, as broadly
leverage neutral."
S&P said, "We believe the regional conflict is unlikely to
materially undermine cash flows in the near term. Energean's
production and performance has been resilient, since the regional
conflict escalated two years ago. Although the latest peace
agreement remains perilous and the risk of a potential escalation
of the conflict has not yet dissipated, we do not expect material
production suspensions or damages to the group's assets or local
infrastructure. We believe that the group's cash generation is
likely to remain unaffected by the conflict."
In 2026 and 2027, revenue growth and cash generation will be
supported by the ongoing expansion of gas production in Israel. S&P
said, "Although we will see a slight decline in like-for-like
production in 2025 (due to the temporary suspension of production
in Israel in June 2025), we anticipate around 22% annual growth in
revenue in2026 and 2027. This will be supported by increasing
natural gas sales in Israel from existing and new fields, such as
Katlan."
S&P Global Ratings-adjusted free operating cash flow (FOCF) will
likely be slightly negative in 2025, but substantially positive
from 2026 and thereafter. Cash flow in 2025 will be undermined by
weaker volumes and oil prices, working capital outflows, and
payments to Edison SpA ($100 million) and Technip ($70 million). In
2026, FOCF will improve with higher production levels, and the
recovery of overdue receivables in Egypt. S&P anticipates S&P
Global Ratings-adjusted FFO to debt will remain between 12% and 20%
in the near term. Credit metrics remain commensurate with an
aggressive financial risk profile.
S&P said, "The stable outlook reflects our expectation that
Energean's operating performance will remain solid, despite the
ongoing security risks in Israel. We anticipate FFO to debt to
remain 15%-20% in the near term.
"We could lower the rating on Energean if the security and
geopolitical risks in Israel deteriorated and negatively impacted
the group's production. We could also lower our rating if changes
in oil and gas prices led to materially lower cash flows.
Aggressive financial policies (such as large shareholder
distributions) could also weigh on the rating.
"We could raise the rating on Energean if production in Israel
continues to ramp-up as planned or changes in the consolidation
perimeter led to a material reduction in cash flow volatility."
FOUR SEAS: Interpath Ltd Named as Administrators
------------------------------------------------
Four Seas (Climate Change Cohousing Community) Ltd was placed into
administration proceedings in the High Court of Justice, Business
and Property Courts in Bristol, Insolvency and Companies List
(ChD), Court Number: CR-2025-BRS-000120, and Gareth Slater and
Stephen John Absolom of Interpath Ltd were appointed as
administrators on Oct. 23, 2025.
Four Seas (Climate Change Cohousing Community) engaged in
non-trading company.
Its registered office is c/o Interpath Ltd, Ground Floor, 25 King
Street, Bristol, BS1 4PB
Its principal trading address is at Carthvean Farm, Porkellis,
Helston, Cornwall, TR13 0JL
The joint administrators can be reached at:
Gareth Slater
Interpath Ltd
Ground Floor, 25 King Street
Bristol, BS1 4PB
-- and --
Stephen John Absolom
Interpath Ltd
10 Fleet Place
London EC4M 7RB
For further details, contact:
Interpath Ltd
Tel No: 0118 214 5925
Email: Francine.Pearlman@interpath.com
JAMES BURROWS: Conselia Limited Named as Administrators
-------------------------------------------------------
James Burrows Limited was placed into administration proceedings in
the the High Court of Justice The Business and Property Courts in
Leeds, Court Number: 001052 of 2025, and Richard Marchinton of
Conselia Limited was appointed as administrators on Oct. 20, 2025.
James Burrows is a wholesaler of meat and meat products.
Its registered office and principal trading address is at 323
Katherine Street, Ashton-Under-Lyne, Lancashire, OL6 7AE
The administrator can be reached at:
Richard Marchinton
Conselia Limited
Dalton House
1 Hawksworth Street
Ilkley, LS29 9DU
For further information, contact:
Richard Marchinton
Conselia Limited
Email: richard.marchinton@ConseliaUK.com
Tel No: 0113-318-1533
MORTIMER 2025-1: Fitch Assigns 'BB+sf' Final Rating on Cl. X Notes
------------------------------------------------------------------
Fitch Ratings has assigned Mortimer 2025-1 PLC's notes final
ratings.
Entity/Debt Rating Prior
----------- ------ -----
Mortimer 2025-1 PLC
A XS3196126968 LT AAAsf New Rating AAA(EXP)sf
B XS3196127180 LT AA+sf New Rating AA+(EXP)sf
C XS3196127347 LT A+sf New Rating A+(EXP)sf
D XS3196127420 LT BBBsf New Rating BBB(EXP)sf
E XS3196127693 LT BBsf New Rating BB(EXP)sf
X XS3196127776 LT BB+sf New Rating BB+(EXP)sf
Transaction Summary
Mortimer 2025-1 PLC is a securitisation of buy-to-let (BTL) and
owner-occupied (OO) mortgages originated by LendInvest BTL Limited
and LendInvest Loans Limited (collectively LendInvest). Mortgage
loans are secured by first legal charges over residential property
in England, Wales and Scotland. LendInvest is the named servicer
for the pool with day-to-day servicing activity delegated to Pepper
(UK) Limited.
KEY RATING DRIVERS
Prime BTL Underwriting: LendInvest operates a two-tier lending
policy in line with prime BTL lenders. For tier one products,
LendInvest excludes borrowers with adverse credit while some
adverse credit is permitted for tier two lending. Loans in this
pool are almost entirely tier one. LendInvest has advanced BTL
mortgages since December 2017 and performance is in line with
peers. Fitch has assigned a transaction adjustment of 1.0x, in line
with other prime BTL lenders.
Minority of OO Loans Included: Approximately 7% of the pool by
current balance consists of OO loans originated between 2023 and
2025. Fitch has reviewed lending and underwriting criteria and has
applied a 1.2x adjustment for the OO portion in line with other
specialist OO lenders it rates.
Fixed Hedging Schedule: The issuer entered into a swap at closing
to mitigate the interest rate risk arising from the fixed-rate
mortgage loans prior to their reversion date. The swap is based on
a defined schedule assuming no defaults and 2% constant prepayment
rate (CPR), rather than the balance of fixed-rate loans in the
pool. If loans default or the CPR is higher than 2%, the issuer
will be over-hedged. The excess hedging is beneficial to the issuer
in a rising interest-rate scenario and detrimental when interest
rates are falling.
No Product Switches Permitted: No product switches are allowed to
be retained in the pool and will be repurchased. This mitigates the
potential for pool migration towards lower yielding assets and the
need for additional hedging.
Alternative High Prepayment Rates: The transaction contains a high
proportion of fixed-rate loans subject to early repayment charges.
The point at which these loans are scheduled to revert from a fixed
rate to the relevant follow-on rate will likely determine when
prepayments will occur. Fitch has therefore applied an alternative
high prepayment stress that tracks the fixed-rate reversion profile
of the pool (concentrated in year five). The prepayment rate
applied is floored at the high prepayment rate assumptions produced
by Fitch's analytical tool ResiGlobal Model and capped at a maximum
rate of 40% a year.
Unrated Seller: LendInvest is unrated by Fitch and its ability to
make substantial repurchases from the pool in the event of a
material breach of representations and warranties (R&Ws) is
uncertain. In Fitch's view, this is mitigated principally by the
materially clean re-underwriting and agreed-upon procedures
reports, which make a significant breach of R&Ws a sufficiently
remote risk.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by changes in market
conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce the credit enhancement
available to the notes. In addition, unexpected declines in
recoveries could result in lower net proceeds, which may make
certain notes susceptible to potential negative rating action
depending on the extent of the decline in recoveries. Fitch
conducts sensitivity analyses by stressing a transaction's
base-case foreclosure frequency (FF) and recovery rate (RR)
assumptions. For example, an increase of 15% in the weighted
average (WA) FF and a 15% decrease in the WARR would result in
model-implied downgrades of up to one notch for the class B, D, E
and X notes, and two notches for the class C notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
consideration of potential upgrades. Fitch tested an additional
rating sensitivity scenario by applying a decrease in the WAFF of
15% and an increase in the WARR of 15%, implying upgrades of up to
one notch for the class D and E notes. The class A notes are
already rated at the highest rating on Fitch's scale and cannot be
upgraded.
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
Mortimer 2025-1 PLC
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
PCC GLOBAL: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned PCC Global plc (Paragon) a Long-Term
Issuer Default Rating (IDR) at 'B'. The Outlook is Stable. Fitch
has also assigned an expected rating of 'B+(EXP)' with a Recovery
Rating 'RR3' to a debut issue of EUR450 million senior secured
notes to refinance existing debt.
The IDR is constrained by high Fitch-defined leverage, balanced by
expected positive free cash flow (FCF). The rating also reflects
Paragon's established position in printed confidential customer
communication with baseline revenue visibility, as it diversifies
revenues into higher growth, but fragmented and competitive brand
services.
The Stable Outlook reflects Paragon's strengthening financial
profile from financial year-end June 2026 (FY26), supported by
deleveraging towards 5.5x in FY27, in line with a 'B' rating,
balancing organic deleveraging and financial discipline in future
M&A. A strategy execution signaled by limited execution risks and
improving FCF, alongside a record of financial discipline and
deleveraging, could lead to an IDR upgrade.
Key Rating Drivers
High Leverage, Improving FCF: Fitch expects about 13% of revenue
rises in FY26, including recent M&A, with Fitch-adjusted EBITDA
margin about 7% diluted by increasing sales in brand services.
Combined with reducing restructuring costs, this should lead to
Fitch-defined EBITDA leverage at 6.1x in FY26, from about 6.8x
pro-forma for M&A in FY25 (about 1x lower on EBITDA net leverage
basis, owing to fairly large cash balances) and FCF margin
remaining structurally positive, in the low single-digits.
Fitch adjusts EBITDA by a lease cost of about EUR29 million (an
operating expense for sectors where leases are not a core financing
decision) as well as recurring management fees of about EUR12
million payable to Paragon's ultimate shareholder. Fitch also
includes about EUR5 million of recurring restructuring charges in
Fitch-defined EBITDA.
Incumbent in Communication Niche: The company holds the incumbent
position in outbound customer communication (representing about 38%
of FY25 net revenues, or 55% gross) predominantly in the UK, but
also France, Germany and Netherlands, where it serves regulated
blue-chip companies in banking, asset management, telecoms,
pensions and utilities.
While the shift to digital from print structurally reduce volumes,
the company's established omni-channel service model provides
baseline revenue visibility, with certain pricing power and about
19% company-adjusted EBITDA margin (FY24). Average contracts last
five to seven years with longstanding customer relationships.
Reducing Print but Pricing Shift: Fitch expects the company's
multi-channel offering and shift to fixed-service pricing to
compensate declining volumes such that customer communication
revenues remain broadly flat in its forecasts. In addition, Paragon
has signed a binding agreement to divest its legacy print business,
with closing expected in early 2026. The rating assumes the
disposal will be completed in accordance with the information
presented to Fitch.
Diversifying into Brand Services: Major acquisitions in brand
services in 2023 (Communisis) and processes in 2024 (Canon France
Business Services) underline the company's diversification into
higher growth subsectors where it provides brand services
predominantly for consumer goods and retail brands, representing
about 45% of net revenues in FY25 including fulfilment services.
With anchor customer relationships (such as P&G and Nestle) from
its Communisis acquisition, the company plans to expand through
existing customers and new contract wins.
Competitive Fragmented Niche: Paragon competes with global peers in
brand services, where it is a leading operator in EMEA behind HH
Global and Altavia. The company has managed to grow marketing
services and fulfilment services at CAGR of 34% and 11%,
respectively, in FY22-FY25, through the Communisis acquisition.
There is some customer concentration with more than 25% of revenues
in brand services from key accounts, such as P&G and Nestle,
however, largely on exclusive multi-geographical medium-term
contracts.
Acquisitive Growth Strategy: M&A has been based on turnaround
targets, mainly in customer communications but also in brand
services. Its base case assumes about EUR30 million of M&A a year,
focused on EBITDA-accretive targets in brand services, aimed at
building customer relationship and service capabilities
predominantly in Europe. Given limited M&A synergies in brand
services (in overheads only) Fitch expects about EUR12 million of
restructuring charges a year, as opposed to about EUR30 million-50
million in the last two years. Larger scale M&A, or entry into new
markets - as opposed to bolt-on M&A in existing services and
markets - is event risk.
Financial Policy: The company's financial policy includes a board
approved commitment to keep company-defined proforma net leverage
below 2.5x, or 3.0x in the event of larger M&A, with expected
deleveraging. This corresponds to roughly 6x gross leverage in FY26
on Fitch-adjusted metrics. Further, the company intends to hold at
least EUR100 million of available liquidity through unrestricted
cash or undrawn available revolving credit facility (RCF).
Rated on a Standalone Basis: Fitch treats Paragon's ultimate
shareholder, Grenadier Holdings (CFH SARL), as akin to a financial
investor and hence rate Paragon on a standalone basis without the
application of Fitch's Parent and Subsidiary Linkage Criteria. This
is based on its expectation that CFH SARL is not dependent on cash
flow from Paragon to service its own or debt in any of its other
holdings, as reflected by the lack of recurring dividend payments.
Peer Analysis
Fitch compares Paragon's ratings relative to various print,
marketing and services peers, such as R.R. Donnelley & Sons Company
(B/Stable), Deluxe Corporation (B/Stable) and Quad/Graphics, Inc.),
all US based, large-scale commercial print companies. Although
diversifying away from legacy print, through i.e. payment
technology and marketing services, a majority of revenues for these
entities are still related to legacy print.
Paragon has smaller scale than these three peers, however, it is
present in a stronger niche within outbound customer communication
for regulated businesses. Paragon also has stronger growth
prospects from its diversification into brand services,
representing about 45% of its net revenues in FY25.
Fitch also compares Paragon with Advania (Ainavda Parentco AB;
B/Stable), an IT services provider that has similar regional scale,
EBITDA leverage and FCF margins. Further Fitch compares Paragon
with larger scaled fund administration services Apex Structured
Intermediate Holdings Limited (B/Positive), with higher revenue
visibility, switching cost and revenue stickiness and hence higher
debt capacity for the same rating.
Key Assumptions
Fitch's Key Assumptions Within its Rating Case for the Issuer
- Revenue rise of 13% in FY26 (including recent M&A) followed by
low single-digit organic expansion in FY27-FY30
- Fitch-defined EBITDA margin about 7%-8% in FY26 to FY30
- Capex at about EUR25 million in FY26, rising towards EUR30
million a year or about 2% of sales
- Working capital outflows of about 0.5% of revenues a year
- Bolt-on acquisitions of EUR30 million a year in FY27-FY30,
enterprise value/EBITDA multiple of about 5x, at 7%
underlying-company defined EBITDA margin
- No dividends or other shareholder payments between FY26 and FY30
- Neutral net impact on cash flow from disposal of the legacy print
business
Recovery Analysis
Fitch estimates a post-restructuring going concern EBITDA at EUR85
million, which may result from operational underperformance, with
structurally weaker volumes in print not compensated by revised
pricing models, or intensified competition and contract losses in
brand services, which could be driven by reputational damages, a
weak economic or highly competitive environment. This includes an
uplift derived from its assumptions on bolt-on M&A.
Fitch applied a multiple of 5x to the going concern EBITDA to
calculate a post-reorganisation enterprise value. The multiple is
in line with that of sector peers.
Administrative claims of 10% are deducted from the enterprise value
to account for bankruptcy and associated costs.
Senior secured debt for claims includes a EUR135 million super
senior RCF, which Fitch assumes to be fully drawn in distress -
either due to M&A or for liquidity purposes, ranking ahead of the
EUR450 million senior secured notes. Fitch expects the EUR200
million factoring facility (about EUR100 million used) to be
available in a restructuring, given the credit profile of
receivables (mainly used in customer communication) and the
priority in a waterfall.
Its analysis results in a Recovery Rating of 'RR3' and 'B+(EXP)'
rating for the planned EUR450 million of senior secured notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Operational underperformance with structurally weaker volumes in
customer communication not compensated by revised pricing
strategies and intensified competition and weaker-than-expected
contract wins in brand services, or debt-funded acquisitions
preventing deleveraging, resulting in:
- EBITDA leverage structurally above 6.5x
- FCF margin structurally neutral to volatile
- EBITDA interest coverage consistently below 2.0x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Shift to digital in customer communication and expansion in brand
services, as underlined by contract wins and enhanced regional
scale and diversification along with:
- Fitch-defined EBITDA leverage sustainably below 5.0x, with a
communicated intention to keep leverage under this level
- FCF margins trending towards 3%
- EBITDA interest coverage sustained above 3.0x
Liquidity and Debt Structure
Paragon had Fitch-defined unrestricted cash of EUR75 million at
June-2025. Its liquidity profile is supported by a multi-currency,
EUR135 million, super senior revolving credit facility and positive
FCF generation from 2026. Pro forma for the transaction,
refinancing risk is manageable with no debt maturities before
2030.
Fitch restricts about EUR57 million of cash for seasonal working
capital swings and its factoring arrangements, which Fitch deems
not readily available for debt service.
Issuer Profile
Paragon manages physical and digital customer communication for
banks, utilities and other regulated entities predominantly in UK,
but also in France, Germany and the Netherlands. It has an
expanding presence in brand services for global FMCG and retail
clients.
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
----------- ------ --------
PCC Global Plc LT IDR B New Rating
senior secured LT B+(EXP) Expected Rating RR3
PCC GLOBAL: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' issuer credit
rating to business services provider PCC Global PLC and its
preliminary 'B+' issue rating to the group's proposed senior
secured notes. The preliminary recovery rating on the proposed
notes is '4' and indicates its estimate of about 35% recovery in
the event of a default.
The stable outlook indicates that S&P expects Paragon to reduce
adjusted debt to EBITDA to below 5x by the end of fiscal 2027 and
maintain funds from operations (FFO) to debt above 12%, while
generating strong free operating cash flow (FOCF) above EUR30
million.
PCC Global PLC, operating under the Paragon brand, is a
U.K.-headquartered provider of brand and outsourced services. In
fiscal 2025 (ended June 30, 2025), it generated EUR1.1 billion of
revenue and EUR104 million in S&P Global Ratings-adjusted EBITDA.
PCC Global plans to issue five-year EUR450 million senior secured
notes and a four-and-a-half-year EUR135 million super senior
revolving credit facility (RCF) to refinance existing debt.
Paragon operates in two main markets with different trends and
different market positions. The brand services market (about EUR10
billion addressable for the group) is set to grow at 4% annually
until 2029, driven by higher marketing spend from global consumer
brands and higher outsourcing as advertisers seek efficiencies amid
advertising budget pressure. S&P said, "On the other hand, we
forecast minimal growth of 0%-1% per year until 2029 in the
outsourced services market (about EUR2 billion addressable). Print
communications demand is in secular decline due to increased
digitalization of society. Nevertheless, many documents still have
to be sent in paper for regulatory reasons and digital banking
adoption has essentially plateaued. Paragon is increasing its
digital offer for clients to manage their paperless communications,
which will increase in volume given digital documents' lower cost.
Furthermore, we expect greater outsourcing will offset lower print
volumes. We consider that Paragon is well placed to grow at least
as fast as the market in coming years."
For brand services, Paragon is a leading player in Europe, the
Middle East and Africa region, but with only a 3% market share,
which underlines the high fragmentation of the market but also
potential for the group to gain market share. In outsourced
services, Paragon is market leader with market shares between 15%
and 50% in the U.K., Germany, and the Netherlands. Given the
importance of scale in this business and its dense network of
facilities across several countries, it is well placed to capture
any additional outsourcing volumes entering the market.
The group provides essential services to its clients, with
relatively low barriers to entry, but where reputation is key to
winning and retaining contracts. Print communications (such as
monthly bank statements or PIN codes for credit cards) are
essential documents that Paragon's clients need to send to their
customers in a timely manner, at the risk of losing them if not. In
addition, these documents contain private and sensitive data and
therefore need to be treated with a high degree of confidentiality.
Although low in theory, barriers to entry therefore exist because
of the need for the scale to be competitive on pricing and
demonstrate a long track record of seamless execution over many
years. For brand services, Paragon has built its reputation with
average clients' relationships over 10 years and a first-generation
client retention rate over 90%. A key competitive advantage is that
Paragon offers end-to-end services from design, production,
procurement, warehousing, and distribution. And unlike peers it can
also produce materials in house if required.
S&P said, "We see Paragon's exposure to the economic cycle as
relatively low thanks to the nature of the services provided and
solidity of the client base. As previously mentioned, outsourced
services are barely affected by the level of economic activity due
to their criticality and recurring nature. In addition, a large
part of the client base consists of extremely strong banks such as
Lloyds (A+/Stable/A-2) and Goldman Sachs (BBB+/Stable/A-2). Brand
services are more sensitive to the economic conjuncture, given that
they depend on the level of in-store spending of global consumer
brands spending and outsourcing level by advertisers. However, we
note that Paragon's client base consists of the world's largest and
most resilient consumer brands, such as Procter & Gamble Co. (P&G;
AA-/Stable/A-1+) and Nestlé (AA-/Stable/A-1+), which are more
likely to better navigate economic turmoil)."
The contractual set up supports good revenue visibility and
protects margins. Contracts with clients are usually signed for a
period of three to five years and include indexation clauses that
mask the evolution of the cost base. This was proven in fiscal 2022
and 2023 when company-adjusted EBITDA margins stood at 13.3% and
13.1%, from 13.6% in fiscal 2021, despite a high inflation
environment in Europe.
Paragon is relatively small but fairly well diversified in terms of
service mix, geography, sector, and client base. S&P said, "With
EUR1.1 billion in revenue and EUR104 million in S&P Global
Ratings-adjusted EBITDA in fiscal 2025, the group is among the
smallest issuers we rate in the business and consumer services
sector. That said, we consider positively its revenue mix split
between 38% each for marketing services and customer
communications, 7% for fulfillment, and 17% for business
processes." Reliance on one single country is relatively limited
since 56% of revenue is generated from the U.K., Ireland, and
Luxemburg, followed by 16% from Western Europe and Germany,
Austria, and Switzerland. However, operations outside Europe are
very limited. Apart from the largest client representing 11% of
revenue, the first 10 clients drive 26% of revenue, which shows low
concentration. Finally, 26% of revenue is generated with clients of
the financial sector followed by retail at 13% and logistics and
mail at 9%.
The group's overall profitability is low but it generates strong
free cash flow. With 9.2% S&P Global Ratings-adjusted EBITDA
margins in fiscal 2025, Paragon displays weak profitability
compared with more value-added business and consumer services
companies. However, it generates comfortably positive FOCF thanks
to low capital expenditure (capex) requirements expected to decline
toward 1.5%-2.0% of revenue per year in coming years and tight
working capital management with requirements amounting to about 15%
of revenue. S&P therefore expects FOCF at about EUR30 million-EUR50
million annually in fiscal 2026 and fiscal 2027.
Acquisitions realized in the past have created value but caused
significant exceptional costs in the short term. Paragon's
acquisitions contributed over EUR34 million of EBITDA in 2020-2023,
andEUR70 million of EBITDA as of 2024 and proves successful
integration and development of these companies within Paragon.
However, Paragon incurred about EUR114 million of restructuring
costs to integrate and restructure these companies, which
temporarily pressured the group's EBITDA. This underlines a
potential risk for the future, as S&P expects that further
acquisitions will take place.
S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA of
5.5x at the end of fiscal 2026 and strong cash flow generation.
This is based on our forecast that Paragon will have adjusted debt
of about EUR630 million on June 30, 2026. This comprises the EUR450
million proposed senior secured notes; EUR100 million of factoring
liabilities; EUR82 million of operating leases; and EUR3 million of
pension obligations. Our debt calculations exclude EUR100 million
of cash, given our weak assessment of the business risk profile.
EBITDA growth will drive deleveraging to below 5x by the end of
fiscal 2027. We forecast strong FFO of 12% in fiscal 2026 and 14%
in fiscal 2027, given up to EUR2.5 million cash tax paid that year
since the group has significant tax credit from previous years to
use.
"The financial policy supports a 'B+' rating. The group is fully
owned by Irish investor Patrick Crean through his family office
Grenadier Holdings. We understand that its investment horizon is
long term with no exit planned in the near future. Paragon's
financial policy tolerates pro forma leverage up to about 2.5x
(based on company calculations). That said, we understand that
Paragon may allow leverage to rise to 3x to complete meaningful
acquisitions or spend on capex opportunities, with the aim to
return to 2.5x within the following 12-18 months. This should
support a reduction in S&P Global Ratings-adjusted leverage to
below 5x. We therefore apply our positive comparable rating
analysis to the 'b' anchor.
"We do not expect Paragon's role within the Grenadier Holdings
family office to evolve in coming years. Paragon is by the far the
largest holding of Grenadier. It is also the most indebted one and
debt outstanding at other holdings is not significant in
comparison. In past transactions, Paragon lent EUR30 million to
Grenadier Holdings. However, we do not expect such transactions to
re-occur; nor for Paragon's cash flows and debt capacity to be used
to finance other entities within the group.
"The final ratings will depend on the successful completion of the
proposed transaction and receipt and satisfactory review of all
final transaction documentation. Accordingly, the preliminary
ratings should not be construed as evidence of final ratings. If we
do not receive final documentation within a reasonable time frame,
or if the final documentation departs from the material reviewed,
we reserve the right to withdraw or revise the ratings. Potential
changes include, but are not limited to, use of loan proceeds,
maturity, size, and conditions of the loans, financial and other
covenants, security, and ranking.
"The stable outlook indicates that we expect Paragon to reduce
adjusted debt to EBITDA to below 5x by fiscal end 2027 and maintain
FFO to debt to above 12%, while generated strong FOCF above EUR30
million.
"We could lower the rating if adjusted debt to EBITDA was not
expected to fall below 5x, and if FFO to debt fell below 12%, or if
FOCF generation weakens materially, on a sustained basis. This
could occur due to economic headwinds or operational missteps. It
could also occur if the group funds additional sizable acquisitions
with debt or makes shareholder returns that increase leverage.
"We could also lower the rating if our understanding of Paragon's
role within Grenadier was to change, notably if it was to be used
to finance other subsidiaries of the group.
"We could raise the rating if Paragon improves adjusted EBITDA
margins. An upgrade would depend on the company committing to
maintaining adjusted debt to EBITDA below 4x and FFO to debt above
20%, and having a track record of doing so."
PLAY VIRTUOSO: Milner Boardman Named as Administrators
------------------------------------------------------
Play Virtuoso Group Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency and Companies, Court Number:
CR-2025-MAN-001467, and Darren Brookes of Milner Boardman &
Partners was appointed as administrators on Oct. 21, 2025.
Play Virtuoso engaged in Online Video Courses.
Its registered office is at Ruskin Rooms, Drury Lane, Knutsford,
WA16 6HA to be changed to Grosvenor House, 22 Grafton Street,
Altrincham, WA14 1DU
Its principal trading address is at Station House, Stamford New
Road, Altrincham, WA14 1EP
The joint administrators can be reached at:
Darren Brookes
Milner Boardman & Partners
Grosvenor House
22 Grafton Street
Altrincham WA14 1DU
Creditors requiring further information should either contact:
Grosvenor House
22 Grafton Street
Altrincham WA14 IDU
Tel No: 0161 927 7788
- or contact -
Natasha Baldwin
Email: natashab@milnerboardman.co.uk
Tel No: 0161-927-7788
RMAC 2006-NS4: Fitch Affirms BB+ Rating on 2 Tranches
-----------------------------------------------------
Fitch Ratings has downgraded the class A2 and A3 notes of RMAC
Securities No.1 Plc (Series 2006-NS1, Series 2006-NS2, Series
2006-NS3, Series 2006-NS4, Series 2007-NS1), the class M1 notes of
Series 2006-NS1, Series 2006-NS2, Series 2006-NS3 and Series
2006-NS4, and the class M2 notes of Series 2006-NS1 and Series
2006-NS2. Fitch has also upgraded the class B1 notes of Series
2006-NS2 and Series 2007-NS1 and the class M2 notes of Series
2007-NS1.
Entity/Debt Rating Prior
----------- ------ -----
RMAC Securities No.1
Plc (Series 2006-NS1)
Class A2a XS0248588716 LT A+sf Downgrade AAAsf
Class A2c Currency
Swap Obligation LT A+sf Downgrade AAAsf
Class A2c XS0248595331 LT A+sf Downgrade AAAsf
Class B1 Currency
Swap Obligation LT A+sf Affirmed A+sf
Class B1c XS0248597972 LT A+sf Affirmed A+sf
Class M1a XS0248590290 LT A+sf Downgrade AAAsf
Class M1c Currency
Swap Obligation LT A+sf Downgrade AAAsf
Class M1c XS0248597204 LT A+sf Downgrade AAAsf
Class M2a XS0248590613 LT A+sf Downgrade AAAsf
Class M2c Currency
Swap Obligation LT A+sf Downgrade AAAsf
Class M2c XS0248596149 LT A+sf Downgrade AAAsf
RMAC Securities No.1 Plc
(Series 2006-NS3)
Class A2a XS0268014353 LT A+sf Downgrade AAAsf
Class M1a XS0268021721 LT A+sf Downgrade AAsf
Class M1c XS0268024071 LT A+sf Downgrade AAsf
Class M2c XS0268027769 LT A+sf Affirmed A+sf
RMAC Securities No.1 Plc
(Series 2007-NS1)
Class A2a XS0307493162 LT A+sf Downgrade AAAsf
Class A2b 749624AQ5 LT A+sf Downgrade AAAsf
Class A2c XS0307505601 LT A+sf Downgrade AAAsf
Class B1a XS0307500479 LT BBB-sf Upgrade BB+sf
Class B1c XS0307512219 LT BBB-sf Upgrade BB+sf
Class M1a XS0307496264 LT A+sf Affirmed A+sf
Class M1c XS0307506674 LT A+sf Affirmed A+sf
Class M2c XS0307511591 LT A+sf Upgrade Asf
RMAC Securities No.1 Plc
(Series 2006-NS4)
A3a XS0277409446 LT A+sf Downgrade AAAsf
B1a XS0277450838 LT BB+sf Affirmed BB+sf
B1c XS0277453691 LT BB+sf Affirmed BB+sf
M1a XS0277411004 LT A+sf Downgrade AA-sf
M1c XS0277437223 LT A+sf Downgrade AA-sf
M2a XS0277457841 LT A+sf Affirmed A+sf
M2c XS0277445671 LT A+sf Affirmed A+sf
RMAC Securities No.1
Plc (Series 2006-NS2)
Class A2a XS0257374313 LT A+sf Downgrade AAAsf
Class A2c XS0257375559 LT A+sf Downgrade AAAsf
Class B1a XS0257371301 LT A+sf Upgrade BBB+sf
Class B1c Currency
Swap Obligation LT A+sf Upgrade BBB+sf
Class B1c XS0257372374 LT A+sf Upgrade BBB+sf
Class M1a XS0257375807 LT A+sf Downgrade AAAsf
Class M1c Currency
Swap Obligation LT A+sf Downgrade AAAsf
Class M1c XS0257370329 LT A+sf Downgrade AAAsf
Class M2c Currency
Swap Obligation LT A+sf Downgrade AA-sf
Class M2c XS0257371137 LT A+sf Downgrade AA-sf
Transaction Summary
The transactions are securitisations of buy-to-let and
non-conforming residential mortgages originated by Paratus AMC
(formerly GMAC-RFC).
KEY RATING DRIVERS
UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS
Rating Criteria" dated 23 May 2025). Key changes include updated
representative pool weighted average foreclosure frequencies
(WAFF), changes to sector selection, revised recovery rate
assumptions, and changes to cash flow assumptions.
The most significant revision was to the non-conforming sector
representative 'Bsf' WAFF. Fitch applies newly introduced
borrower-level recovery rate caps to underperforming seasoned
collateral. Fitch also applies dynamic default distributions and
high prepayment rate assumptions rather than the static assumptions
applied previously.
Concentration Risk Constrains Ratings: The transactions are exposed
to tail risk due to the prevailing pro-rata amortisation of the
notes and the lack of a mandatory switch to sequential
amortisation. As all the pools contain high proportions of
interest-only loans (IO) with a large concentration of maturities
falling due in 2026-2027 and 2031-2032, uncertainty around
borrowers meeting bullet payments may increase tail risk. Despite
amortisation triggers linked to the late-stage arrears, principal
deficiency ledger and the reserve fund size, improving performance
and low repossession activity have resulted in persisting pro-rata
amortisation since the transactions closed.
The reserve fund could be the only reliable source of credit
enhancement for the notes if collateral performance deteriorates,
but remains within the conditions for pro-rata payments.
Consequently, Fitch has capped the notes' ratings at the reserve
fund holder's Long-Term Issuer Default Rating (Barclays Bank Plc;
A+/Stable) reflecting their excessive dependency on the transaction
account bank's credit strength. If the pro-rata triggers are
breached and unlikely to remedy, Fitch may revise the rating cap at
future reviews.
Transaction Adjustment: Arrears peaked in March 2024 following two
years of steep increases due to inflationary pressure and rising
interest rates, and have since stabilised, showing a decreasing
trend. The decline was most pronounced in the Series 2006-NS2 and
2007-NS1 portfolios, with one- and three-month-plus arrears
decreasing by around 5pp.
Arrears in all five deals are well below the Fitch UK
non-conforming index. Fitch applied its non-conforming assumptions
but with a smaller transaction adjustment than usual of 0.75x to
owner-occupied FF. This reflects that the recent performance of
loans over three months in arrears has been significantly better
than Fitch's non-conforming index and comparable peers.
Increased Credit Enhancement: The notes are currently paying
pro-rata, with all reserve funds non-amortising due to performance
trigger breaches. This has led to a gradual increase in credit
enhancement, supporting the affirmation and upgrade of some
mezzanine and junior notes.
Term Extensions Stable: The transactions include high percentages
of owner-occupied IO loans, which is typical for pre-crisis
non-conforming transactions. Fitch notes that the number of loans
past maturity receiving term extensions has remained stable over
the past two years. Fitch deems extension risk as mitigated, due to
the buffer between the maturity schedules of the loans and the
notes' legal final maturity. Fitch will continue to monitor the
pool evolution to determine if term extension activity increases
risk.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A deterioration in asset performance could result in Fitch taking
negative rating action on the notes. The transactions' performance
may be affected by adverse changes in market conditions and
economic environment. Weakening economic performance is strongly
correlated to increasing levels of delinquencies and defaults that
could reduce credit enhancement available to the notes.
Additionally, unanticipated declines in recoveries could also
result in lower net proceeds, which may make certain notes
susceptible to negative rating action depending on the extent of
the decline in recoveries.
Fitch found a 15% increase in the WAFF and a 15% decrease in the
weighted average recovery rate (WARR) could lead to downgrades of
no more than three notches for Series 2007-NS1 class B1 notes, and
more than one rating category for Series 2006-NS2 and Series
2006-NS4 class B1 notes. Other notes will not be affected due to
the rating cap.
If Barclays Bank Plc's Long-Term IDR was downgraded, notes capped
at that rating would be downgraded.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potential upgrades.
Fitch found that a decrease in the WAFF of 15% and an increase in
the WARR of 15% would lead to upgrades of up to two rating
categories for Series 2006-NS4 and Series 2007-NS1 class B1 notes.
Other notes would not be affected due to the rating cap.
If Barclays Bank Plc's Long-Term IDR was upgraded, notes capped at
that rating could be upgraded.
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.
Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
Apart from the Series 2006-NS4 and Series 2007-NS1 class B1 notes
(and related currency swap obligations), all notes are constrained
at 'A+sf' for excessive counterparty exposure. The rating of the
class B1 notes of Series 2006-NS4 and Series 2007-NS1 could be
constrained if the model-implied rating reaches or exceeds the
cap.
Adverse changes to the rating of the swap-referenced notes would
likely lead to a corresponding change in the rating of the SPV's
currency swap obligations. The rating sensitivity will primarily be
driven by the rating analysis applicable to the corresponding
notes. The rating of the SPV's currency swap obligations will be
withdrawn if the currency swap agreement is terminated due to
non-performance by the swap counterparty or a non-credit- related
event.
ESG Considerations
RMAC Securities No.1 Plc Series has an ESG Relevance Score of '4'
for Human Rights, Community Relations, and Access & Affordability
due to exposure to accessibility to affordable housing, which has
an impact on the credit profile and is relevant to the ratings in
conjunction with other factors.
RMAC Securities No.1 Plc Series has an ESG Relevance Score of '4'
for Customer Welfare - Fair Messaging, Privacy & Data Security due
to exposure to compliance risks including fair lending practices,
mis-selling, repossession/foreclosure practices, consumer data
protection (data security), which has an impact on the credit
profile and is relevant to the ratings in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
SUN II: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Sun II Ltd. and its financing subsidiary Sun III
Ltd., and its preliminary 'B' issue rating and '3' recovery rating
to the company's proposed EUR600 million TLB. The recovery rating
reflects its expectations of meaningful recovery (50%-70%; rounded
estimate 65%) in the event of a payment default.
S&P said, "The stable outlook reflects our view of good
like-for-like revenue growth of 6.5%-7.0% in 2026, benefitting from
the successful integration of Solo and XD. While our EBITDA margin
forecast of 18.5% is constrained by integration costs, we
anticipate positive FOCF generation of at least EUR15 million and
leverage reaching 6.0x (4.8x excluding preference shares class B
and C) at year-end 2026."
In June 2025, financial sponsor Platinum Equity announced its
agreement to acquire European supplier of custom-branded
merchandise products Solo Group (Solo) indirectly through Sun II
Ltd. It is also planning to acquire Solo's peer, XD Connects (XD).
For both acquisitions, Platinum will be contributing EUR573 million
of equity (including management roll-over and related party)
alongside a proposed EUR600 million term loan B (TLB). The Solo
transaction is expected to close at the end of November 2025, while
XD is expected to follow thereafter, subject to customary
regulatory approvals.
Solo operates as a pan-European distributor of branded merchandise
products benefitting from its integrated printing capabilities,
superior scale, and shorter lead times versus smaller market
participants, underpinning organic growth and market share gains.
However, the exposure to marketing spending, lower revenue
visibility, and higher net working capital requirements compared
with other distribution companies constrain the rating.
S&P forecasts S&P Global Ratings-adjusted debt to EBITDA of 6.0x
(4.8x excluding preference shares class B and C) in 2026 and 5.2x
(4.1x excluding preference shares class B and C) in 2027, alongside
positive free operating cash flow (FOCF), thanks to solid organic
revenue growth and EBITDA margin expansion on the back of improving
operating leverage, operational initiatives at Solo, and synergy
realizations from the integration of XD.
Platinum Equity is acquiring Solo through a new holding company,
Sun II Ltd., and is acquiring Solo's smaller industry competitor XD
to merge it with Solo. Both transactions are expected to close by
the end of the year, subject to customary regulatory approvals. To
fund both transactions, the company is contemplating raising a
EUR600 million TLB. The total equity contribution that is provided
includes EUR422 million from Platinum and EUR151 million of
roll-over equity from management and other related parties. Out of
the total equity contribution, EUR222 million are structured as
preference shares across three share classes A, B, and C. S&P said,
"We exclude Platinum Equity-owned class A shares of EUR86 million
from our adjusted debt and coverage metrics because we expect the
instruments would act as loss-absorbing capital and the
documentation will not have contractual provisions that would cause
us to treat them as debt-like (subject to review of the final
documentation at the transaction's closing). For class B and C
shares totaling EUR136 million, we include them in our adjusted
debt and coverage metrics due to their accruing preferential
dividend and callability under certain circumstances such as a
refinancing." The coupon is settled through payment-in-kind (PIK),
with no cash outflows and both classes are settled upon exit or in
a refinancing event, while being outside the banking group.
Solo has demonstrated historical revenue stability, coupled with
strong margin performance and substantial cash generation. While
the group depends on marketing spend by its end customers, it has a
track record of solid revenue performance. Since 2016 the business
has grown at a compound annual growth rate (CAGR) of 12.3%, despite
seeing a significant decline in 2020 following the outbreak of the
pandemic, which halted significant amounts of corporate spending
and events. Throughout this high growth period, Solo has steadily
increased company reported EBITDA margins to 21% in 2024 from 14%
in 2016. This has been achieved through better operating leverage
as the company grew revenue and procurement benefits, while being
able to largely pass on any cost inflation.
The combination of Solo and XD will create the largest player in a
growing, albeit fragmented European custom branded merchandise
market. The group will hold roughly 10% market share making it the
largest player in the European market. This leading market position
is supported by greater operating capacity than peers, through a
diversified portfolio of more than 2,500 items across approximately
27,000 stock keeping units (SKUs) across hard goods and garments
along with sizable printing capacity. With over 500 printing
machines when the Spanish facility opens in 2026, Solo will have
more than double the printing capacity of the next-largest players.
This allows Solo to operate as a one-stop shop for resellers, while
offering competitive lead times on orders. This positions Solo
favorably to capture further share in a market that has grown at a
5% CAGR for the past five years and expected to maintain a similar
level of 4% annually until the end of 2029. S&P said, "We also
anticipate that above-market-average growth will be underpinned by
cross-selling opportunities between the two companies, as XD has a
stronger footprint in premium goods. Also, we expect to see an
ongoing trend of resellers moving toward one-stop shop solutions
like Solo, which has integrated printing embedded in its value
chain, to reduce complexity of having to deal with multiple
suppliers and stand-alone printing providers. The European market
is highly fragmented with the top five players accounting for just
31% of the market, providing an opportunity for larger scale
competitors to capture substantial market share."
S&P said, "We see Solo's moderate total scale as a constraint to
its business risk profile. For 2026, we forecast revenue of EUR734
million for the combined group with an S&P Global Ratings-adjusted
EBITDA of about EUR136 million, placing the group's scale at the
low end of the broader rated peer group in the business services
industry. We acknowledge that Solo's business is considerably
larger than numerous competitors', though, hence benefitting from
scale in its industry, with the European market fragmented across
small regional players. The company's small scale is mitigated by
good geographic diversification across Europe, with no geography
contributing more than 21% of total revenue, and product
diversification across hard goods and garments, whereas most local
peers are specialized in only one of the verticals. Furthermore,
low customer concentration is a key support to earnings resilience,
with the top five reseller customers accounting for just 4% of 2024
revenue, in addition to a well-diversified network of approximately
350 supplier relationships primarily based in Asia.
"Solo is exposed to discretionary spending, low revenue visibility,
and high working capital requirements. We view the discretionary
nature of its products as a constraint, given the cyclicality of
the promotional goods market during an economic downturn or
heightened uncertainty. Despite this, the business did strongly
rebound after the pandemic, with company reported revenue growth of
28% in 2021 and 300 basis points (bps) of company reported EBITDA
margin expansion, after 19% revenue drop and 100 bps margin
contraction in 2020. Despite a loyal customer base, with 80% of the
group's 2024 revenue coming from resellers that have been repeating
purchases from Solo since 2019, we view lower revenue visibility as
a risk to stable earnings and cash flow generation, given no
contractual revenue base. In addition, the company has long order
lead times with manufacturers (three to six months) that may expose
the business to temporary inventory overstocking in anticipation of
stronger growth and negative working capital outflows, such as
happened with its U.S. industry peer Polyconcept in 2024, or to
deflation risk. However, Solo is more favorably placed than its
U.S. peer, Polyconcept, which displays lower profitability, is
exposed to U.S. tariffs, and operates in a market with a more
consolidated reseller base than Europe. Solo's high inventory level
is key to ensuring product availability and fast fulfilment of
customer orders; 85% are shipped within 24 hours, which is a
positive consideration for Solo's competitiveness against smaller
peers. Nevertheless, this mobilizes significant financial
resources. Solo's average days of inventory outstanding is above
200 days for garments and about 100 days for hard goods. Ongoing
inventory investments with limited visibility on customer orders
compared with the lead time of purchases expose the company to
higher-than-expected working capital outflows in a rapidly changing
macroeconomic environment. We note that the risk of obsolete
inventory is low, including for garments where most products are
not driven by fashion trends.
"Successful integration of the two businesses should bring a
gradual strengthening in credit metrics. We forecast leverage of
6.0x in 2026, with funds from operations (FFO) to debt at 7.6%
(4.8x and 9.5% excluding class B and C preference shares) before
deleveraging to 5.2x and 9.7%, respectively in 2027. For 2026 and
2027, we forecast like-for-like revenue growth of 6.5%-7.0% due to
an ongoing shift toward integrated players, particularly for hard
goods, in addition to some cross-selling opportunities and scale
benefit compared with other market players that will allow for
faster delivery of orders at competitive prices. We forecast an S&P
Global Ratings-adjusted EBITDA margin of 18.5% in 2026, constrained
by EUR25 million of exceptional costs linked to the integration
efforts of the two businesses, including the consolidation of its
sites and the reduction of overlapping central costs, and
operational initiatives at Solo, such as automation of its
warehouses and printing facilities. Thereafter, we forecast the
EBITDA margin to increase above 20%, thanks to better operating
leverage, operational efficiencies, and realized cost synergies
between the two companies.
"We view integration risk from a transformational acquisition and
associated exceptional expenses leading to weaker FOCF generation
as a constraint to the rating. For 2026, we forecast positive FOCF
of about EUR16 million before increasing to above EUR50 million in
2027. In 2026, the FOCF generation is negatively impacted by EUR25
million of exceptional costs and capital expenditure (capex)
investments of EUR24 million, including EUR16 million of growth
capex from its new facility in Spain. We forecast working capital
outflows of around EUR20 million per year to support organic
revenue growth. While our current base case assumes positive FOCF
in 2026, any operational challenges in the integration of the two
businesses leading to higher exceptional costs or delays in
executing on its synergies may lead to muted FOCF generation, even
though the management of Solo has proven its ability to integrate
transformational acquisitions with Midocean, which it acquired in
2022."
The fully undrawn EUR130 million revolving credit facility (RCF)
coupled with no near-term debt maturities and positive forecast
FOCF generation support ample liquidity, despite working capital
outflows of up to EUR20 million and one-off capex investments of
about EUR16 million linked to the new Spanish facility in 2026.
Due to the financial sponsor ownership and policy, pronounced
deleveraging may be limited in a fragmented market environment. S&P
said, "While our current base case does not include any mergers or
acquisitions, we believe that the fragmented industry will offer
Solo opportunities to further consolidate its market position and
enhance its scale. Our financial risk assessment reflects our view
of financial sponsor's leverage tolerance and appetite for future
debt-funded bolt-on acquisitions. In our view, the company-reported
opening net leverage of 3.7x and positive forecast FOCF provide
good headroom in the 'B' rating."
S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If S&P Global Ratings does not receive
final documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, we reserve the right
to withdraw or revise our ratings. Potential changes include, but
are not limited to, use of loan proceeds, maturity, size and
conditions of the loans, financial and other covenants, security,
and ranking.
"The stable outlook reflects our view of good like for like revenue
growth of 6.5%-7.0% in 2026 benefitting from the successful
integration of Solo and XD. While our EBITDA margin forecast of
18.5% is constrained by integration costs, we anticipate positive
FOCF generation of at least EUR15 million and leverage reaching
6.0x (4.8x excluding preference share class B and C) at year-end
2026."
S&P could lower the rating if:
-- Economic challenges or operational missteps resulted in
negative or limited FOCF on a sustained basis;
-- FFO cash interest coverage declined and stayed lower than 2.0x;
or
-- The group adopted a more aggressive financial policy, with
debt-funded acquisitions or shareholder-friendly returns that push
adjusted debt to EBITDA above 7.0x.
S&P could raise the rating if shareholders demonstrated and
sustained a more prudent financial policy, resulting in FFO to debt
above 12% on a sustained basis and adjusted debt to EBITDA
comfortably below 5x. A positive rating action would also hinge on
a successful integration of the XD acquisition, with efficient
working capital management and stable operating profitability
leading to strong FOCF generation.
TRAFFORD CENTRE: S&P Affirms 'BB+(sf)' Rating on Cl. D1(N) Notes
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Trafford Centre
Finance Ltd.'s class B and B2 notes to 'A+ (sf)' from 'A- (sf)'.
S&P also affirmed its 'A+ (sf)' credit ratings on the class A2 and
A3 notes and its 'BB+ (sf)' rating on the class D1(N) notes. S&P
has resolved the UCO placements of all classes of notes.
Rating rationale
S&P said, "The rating actions follow the publication of our global
CMBS methodology and assumptions as well as our review of the most
recent performance data. The transaction's credit and cash flow
characteristics have improved since our previous review in October
2024. The S&P Global Ratings value is 11.2% higher, reflecting the
increased S&P Global Ratings net cash flow (NCF) and our value is
now net of purchase costs, so we no longer deduct 5% from the gross
value. In addition, the transaction has deleveraged through
scheduled amortization. However, our current counterparty criteria
constrain our ratings on the notes."
Transaction overview
The Trafford Centre Finance is a single loan transaction secured on
the Trafford Centre, a regional shopping center on the outskirts of
Manchester.
The loan within this transaction is divided into five outstanding
sub-tranches that match each class of notes issued. Two of the
tranches (A2 and B) have been issued on a fixed interest rate
basis, while the remaining (A3, B2, and D1(N)) notes pay a floating
interest rate. The notes' legal final maturity dates range between
January 2029 and July 2038.
The loan benefits from scheduled amortization over the
transaction's life. The class A2, B, and D1(N) notes are fully
amortizing notes, and the class A3 notes have partial amortization
with a bullet payment at maturity. The class B2 notes are
interest-only. Since our previous review, the notes have paid down
to GBP446.4 million from GBP473.1 million.
Transaction performance
The shopping center's market value as of June 2025 increased by
9.1% to GBP1,010.5 million from GBP926.0 million in December 2023.
Over the same period, the estimated rental value (ERV) increased by
5.7% to GBP79.4 million from GBP75.1 million. Rental income for the
period to end-June 2025 increased to GBP84.1 million, including
turnover rents, from GBP71.5 million in the previous year. The
reported contractual vacancy rate for the last four quarters is
zero. According to the June 2025 rent roll, total passing rent now
stands at GBP70.3 million, up from GBP62.1 million in 2024.
The tenant profile is diversified and comprises a combination of
nationally and internationally recognized retailers. The shopping
center is anchored by department stores Marks & Spencer, John
Lewis, and Selfridges, and the largest retail tenants include Zara,
JD Sports, Next, Boots, River Island, and H&M. The top 10 tenants
account for 28% of contracted rent and occupy 56% of gross internal
area.
Table 1
Loan and collateral summary
October 2025 October 2024
review review
Data as of June 2025 June 2024
Note balance (mil. GBP) 446.4 473.1
Net operating income (mil. GBP) 68.2 50.6
Vacancy rate (%) 0.0 2.0
Market value (mil. GBP) 1,010.5 926.0
Date of market value June 30, 2025 Dec 31, 2023
Debt service coverage ratio 1.27x 0.87x
Interest coverage ratio 2.48x 1.49x
Credit evaluation
S&P said, "We consider the property's NCF to be GBP51.8 million on
a sustainable basis. This is based on fully let rent of GBP79.4
million equal to the property's ERV as of June 2025, adjusted for
13.0% vacancy and 25.0% non-recoverable expenses. Our vacancy and
non-recoverable expenses assumptions remain unchanged since our
previous review given the property' stable performance. Our vacancy
assumption represents our long-term vacancy assumption compared to
the U.K. shopping center average vacancy of 16.9%.
"Our capitalization rate of 6.75% is unchanged from our previous
review. We applied this cap rate against our NCF to arrive at our
value."
Table 2
S&P Global Ratings' key assumptions
October 2025 October 2024
review review
S&P Global Ratings rent fully let
(mil. GBP) 79.4 75.1
S&P Global Ratings vacancy (%) 13.0 13.0
S&P Global Ratings expenses (%) 25.0 25.0
S&P Global Ratings net cash flow
(mil. GBP) 51.8 49.0
S&P Global Ratings value (mil. GBP) 767.2 689.7
S&P Global Ratings cap rate (%) 6.75 6.75
Haircut-to-market value (%) 24.1 25.5
S&P Global Ratings LTV ratio
(before recovery rate adjustments; %) 58.2 68.6
LTV--Loan to value.
Other analytical considerations
S&P said, "Our analysis also covers the transaction's payment
structure and cash flow mechanics. We assess whether the cash flow
from the securitized assets would be sufficient to make timely
payments of interest and ultimate repayment of principal by the
legal maturity date for each class of notes, after considering
available credit enhancement and allowing for transaction expenses
and external liquidity support."
The risk of interest shortfalls is mitigated by an GBP80 million
facility that provides liquidity support to service the interest
and certain scheduled principal repayments on the class A and B
notes, if needed. The class D1(N) notes also benefit from the same
facility. However, they are subject to a GBP15 million utilization
cap, which may be drawn to cover a shortfall of interest only. S&P
still considers the class D1(N) notes to be vulnerable to interest
shortfalls due to the liquidity facility utilization cap.
The reported debt service coverage ratio (DSCR) as of June 30,
2025, was 1.27x. The DSCR has exceeded 1.0x in the last three
quarters for the first time since 2020. S&P believes that in the
previous four years, Canada Pension Plan Investment Board (CPPIB)
covered cash flow shortfalls to meet debt service payments on the
notes.
S&P said, "Our analysis also considers hedge break costs arising
from the termination of interest rate swaps after the default or
enforcement of a loan. In this transaction, three swaps cover the
class A3, B2, and D1(N) notes.
"Furthermore, our analysis includes a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. Our assessment of these risks remains unchanged
since our previous review."
Rating actions
S&P said, "Our ratings address the issuer's ability to make timely
payment of interest, payable quarterly in arrears, and payment of
principal no later than each tranche's respective legal final
maturity date.
The transaction's credit quality has improved, and our opinion of
the property's long-term sustainable value is now 11.2% higher than
at our previous review.
"Additionally, the transaction has deleveraged due to scheduled
amortization totaling GBP26.3 million or approximately 5.5% of the
securitized loan balance at our previous review.
"The S&P Global Ratings loan-to-value ratio has decreased to 58.2%
from 68.6% since our previous review. Based on the credit metrics
only, the ratings on the A2, A3, B and B2 notes could be higher.
However, in line with our current counterparty criteria, our
ratings on the class A3 and B2 notes are constrained by the
resolution counterparty rating on the swap provider, NatWest
Markets PLC (A+/--/A-1). The class A2 and A3 rank pari passu with
each other, and the class B and B2 notes rank pari passu with each
other. Therefore, we affirmed the 'A+ (sf)' ratings on the class A2
and A3 notes, and raised our ratings on the class B and B2 notes to
'A+ (sf)' from 'A- (sf)'.
"Additionally, given the liquidity facility utilization cap on the
class D1(N) notes, we still consider the tranche to be vulnerable
to interest shortfalls. We therefore affirmed our 'BB+ (sf)'
rating."
S&P has resolved the UCO placements of all classes of notes.
*********
S U B S C R I P T I O N I N F O R M A T I O N
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