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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Thursday, November 20, 2025, Vol. 26, No. 232
Headlines
F R A N C E
ARGENT BIDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
WORLDLINE: S&P Affirm 'BB' Long-Term ICR, Outlook Negative
G E R M A N Y
TAKKO BIDCO: S&P Ups Long-Term ICR to 'B', Outlook Stable
G R E E C E
METLEN ENERGY: S&P Rates New EUR500MM Sr. Unsecured Notes 'BB+'
I R E L A N D
ARBOUR CLO XV: S&P Assigns B- (sf) Rating to Class F Notes
AVOCA CLO XXI: S&P Raises Class F Notes Rating to 'B+ (sf)'
CAIRN CLO XI: S&P Assigns B- (sf) Rating to Class F-R Notes
NEUBERGER BERMAN 8: S&P Puts Prelim. B- (sf) Rating to Cl. F Notes
RRE 10 LOAN: S&P Assigns BB- (sf) Rating on Class D-R Notes
I T A L Y
YOUNI ITALY 2024-1: S&P Raises E-Dfrd Notes Rating to 'B+ (sf)'
S P A I N
EROSKI: S&P Places 'B+' ICR on Watch Pos. on Proposed Refinancing
T U R K E Y
TT VARLIK KIRALAMA: S&P Assigns 'BB' Rating to Sukuk Issuance
U N I T E D K I N G D O M
BOPARAN HOLDINGS: S&P Upgrades ICR to 'B+', Outlook Stable
CO-OPERATIVE GROUP: S&P Lowers LT ICR to 'BB-', Outlook Stable
COCONUT TREE: Forvis Mazars Appointed as Administrators
LP NINETY FOUR: Turpin Barker Appointed as Administrators
LP NINETY SEVEN: Turpin Barker Appointed as Administrators
LP ONE HUNDRED THREE : Turpin Barker Appointed as Administrators
MOLOSSUS BTL 2025-1: S&P Puts BB- (sf) Rating to Class F-Dfrd Notes
PETROFAC LTD: S&P Downgrades ICR to 'D' on Administration Filing
SNJ HEALTH: Turpin Barker Appointed as Administrators
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F R A N C E
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ARGENT BIDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
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S&P Global Ratings assigned its 'B' long-term issuer credit rating
on France-based Sebia's new holding company, Argent Bidco S.A.S.,
and assigned its 'B' ratings to its new debt. Our recovery rating
on the new debt instruments is '3', signaling recovery prospects of
50%.
S&P's outlook remains stable because it assumes the group will
pursue its strong growth trajectory, with high-single-digit revenue
growth and a still extremely high operating margin (exceeding 50%),
enabling adjusted debt to EBITDA of below 7x in 2026 and EBITDA
cash interest coverage permanently above 2.5x.
On Nov 14, 2025, France-based Sebia, the leading provider of
clinical protein electrophoresis instruments and reagents announced
a change in its capital structure following the dilution of its
current shareholders, CVC, La Caisse, and Tethys, all of which will
be reinvesting a significant proportion of their proceeds into the
transaction. The consortium led by Warburg Pincus is acquiring a
large minority stake of 50.1% with controlling governance rights.
The new capital structure will include a term loan B (TLB) of
EUR1,470 million, a U.S. dollar TLB of EUR430 million equivalent.
The 'B' rating reflects Sebia's highly leveraged capital structure,
tempered by a solid cash-flow generation model which allows
comfortable EBITDA cash interest coverage exceeding 2.5x. The new
capital structure will be more leveraged than the previous one with
a rise in cash-paying debt to EUR1.9 billion from about EUR1.15
billion previously. Cash interests will also materially increase to
about EUR110 million per year from about EUR73 million. S&P said,
"We understand that the group's adjusted debt to EBITDA will be
close to 7.5x at year-end 2025 but will decrease to below 7x in
2026 and to close to 6.3x in 2027. These financial metrics,
combined with EBITDA cash interest coverage constantly above 2.5x,
are commensurate with our 'B' ratings."
S&P said, "Sebia's operating performance has so far been extremely
strong, and we anticipate continued high-single-digit revenue
growth in the future. Sebia's unparalleled expertise in capillary
and gel electrophoresis provides the group with a leading market
share in multiple myeloma testing, a segment with about 8% annual
growth prospects. Sebia's large installed base and low-cost
positioning offers an extremely attractive solution for
diagnostics, and the group's attrition rate is close to zero. Sebia
has also expanded its expertise beyond oncology and now addresses
immunology and rare diseases. Its biomarkers are also well placed
to address unmet needs in the future. The group's business model
offers lots of predictability with 82% of 2024 revenues stemming
from reagents. We expect the group's sales will reach about EUR550
million in 2025, equivalent to an impressive 12% compound annual
growth rate in the past three years. Reported EBITDA margins of
about 50%, well above average for diagnostics, also reflect the
group's very solid positions.
"We expect robust cash-flow generation owing to the asset-light
model and extremely high operating margins. A high EBITDA margin of
about 50%, combined with relatively low capital expenditure (capex)
of about EUR50 million pave the way for robust free operating cash
flow (FOCF) of close to EUR80 million annually. Our base case
anticipates that the cash balance will therefore increase to about
EUR200 million at year-end 2027, providing flexibility for bolt-on
acquisitions. Acquisitions are part of the group's strategy. Sebia
has improved its earning diversification and further strengthened
its revenue base thanks to the previous acquisitions of Orgentec
Group and Zeus Scientific, in vitro diagnostics companies, as well
as Scimedx, a producer of specialized autoimmunity slides, in
September 2024.
"The stable outlook reflects our view that Sebia will maintain a
path of solid profitable organic growth supported by continued
strong demand across all segments: oncology, genetic hemoglobin,
auto-immunity, and diabetes.
"We forecast the financial leverage on the cash-interest-paying
debt will stand close to 7.5x in 2025 and will decrease by on
average a half point year on year afterward, approaching 6.0x in
2028. We expect EBITDA cash interest coverage to exceed 2.5x."
S&P would take a negative rating action if:
-- Sebia were to deviate from our expected deleveraging path;
-- Adverse operating performance caused EBITDA to decrease and
weakened cash interest coverage to below 2.5x; or
-- FOCF declined to neutral or turned negative.
This would most likely happen if the group's profitability
materially deteriorated due to unexpected operating setbacks or a
technological disruption.
An upgrade would hinge on the company's ability and willingness to
deleverage and sustainably maintain its S&P Global Ratings-adjusted
debt to EBITDA below 5.0x. This would imply a firm commitment from
the financial sponsor owners and could be inconsistent with the
objective to maximize shareholder return.
WORLDLINE: S&P Affirm 'BB' Long-Term ICR, Outlook Negative
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S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
on Worldline SA and its unsecured debt and its 'B' short-term
issuer credit rating. The outlook remains negative.
The negative outlook reflects that Worldline's cash flow and
leverage ratios will be, at least partially, outside its downside
thresholds in 2025 and 2026, and that S&P could lower its ratings
on Worldline if the company's leverage remains sustainably above 4x
or if FOCF to debt remains sustainably below 10%.
On Nov. 6, 2025, at its capital markets day, Worldline's management
laid out a strategy to gradually resume revenue growth, increase
its profitability, and improve cash flow generation in the coming
years. A key initiative is reducing the number of acquiring
platforms (from eight in 2025 to two by 2030) and acceptance
platforms (from 23 in 2025 to 12 by 2030) following a period of
inorganic growth following many acquisitions over the past 10
years. Worldline has integrated many acquired companies but still
has some integration work to complete, especially the
payment-processing activities of Ingenico, acquired in 2020 and
which in turn was the result of several acquisitions. Other
efficiency initiatives include automating operations, centralizing
processes (for instance relating to know-your-customer) in a few
global competence centers, and making organizational changes to
simplify the group structure and its commercial approach. The plan
will require EUR205 million in additional restructuring costs
evenly split from 2026 to 2029, with a positive EBITDA impact
starting from 2027, with a full effect of EUR210 million in 2030.
The group has disclosed the following financial targets for 2030:
-- 4% annual revenue growth in 2027-2030, following lower
single-digit growth in 2026;
-- EUR1 billion EBITDA in 2030 (from EUR725 million-EUR745 million
in 2025 pro forma the announced disposals); and
-- Reported FOCF targeting EUR300 million-EUR350 million by 2030
(from being negative in 2025 and 2026).
S&P said, "The turnaround is ongoing, but we have lowered our
EBITDA and FOCF estimates for 2026. It will also take longer than
we had anticipated in our latest published base case. Management
has indicated that FOCF after leases will remain negative in 2026
before turning positive in 2027. Our now-lower EBITDA and FOCF
estimates for 2026 reflect still-elevated restructuring and
capitalized development costs (which both weigh on S&P Global
Ratings-adjusted EBITDA), its high cash taxes, and the announced
disposals of noncore assets, which we expect will close in
first-half 2026. In addition to selling the mobility and
e-transactional services announced last July, and the North
American operations announced last October, the group has also now
said it plans to sell its electronic data management business." The
combined effects will be an 11% revenue decline, a EUR110 million
EBITDA decline, and a reported EUR55 million FOCF decline. This
will be offset by cash proceeds of EUR350 million-EUR400 million in
the first half of 2026.
To preserve the capital structure and show a commitment to
deleveraging, management has announced a EUR500 million equity
increase for first-quarter 2026. The main shareholders, controlling
36.6% of the votes, have already approved this, but it is subject
to shareholders' approvals at an extraordinary shareholders'
meeting, as well as the customary regulatory approvals. If
successful, it will strengthen Worldline's capital structure,
resulting in reported leverage declining to 2.0x in 2026 (from 2.6x
in 2025) and additional liquidity to face upcoming debt maturities.
S&P also foresees negative reported FOCF through to 2027 and cash
outflows of about EUR280 million-EUR330 million in 2026-2028
relating to the acquisition of minority stakes in entities in Italy
and Greece.
S&P said, "As a result, we forecast S&P Global Ratings-adjusted
leverage to decline below 4x in 2026 but S&P Global
Ratings-adjusted FOCF and FOCF to debt to remain modest, before
gradually improving. After temporarily spiking at about 5.0x in
2025, leverage could decline to 3.8x in 2026, in line with our
previous base case. However, as management executes the turnaround,
it is guiding for negative reported FOCF in 2026 before turning
positive in 2027. As a result, we now think S&P Global
Ratings-adjusted FOCF to debt will remain below 10%, one of our
thresholds for the current rating, in 2026." However, if management
executes its plan, FOCF to debt should stabilize in 2026 at about
5%-6% before gradually improving to above 10% from 2027 as
restructuring costs recede, cost savings are achieved, and revenue
returns to growth.
There is so far no evidence of any misconduct despite media
allegations in June 2025 of Worldline undertaking illegal or
questionable activities in several markets. In response, Worldline
initiated an external audit with Accuracy into its merchant
portfolio and reviewed its compliance and risk framework with
Oliver Wyman. The final conclusions of these audits and assessments
were communicated, alongside the company's third-quarter revenue
report, on Oct. 21, 2025, and management reconfirmed there was no
material finding that could result in significant changes to its
portfolio or risk framework. In parallel, Belgian prosecutors
launched a formal money laundering investigation into Worldline's
Belgium-based unit on June 27, 2025. Although this process could be
lengthy and take some time to conclude, S&P understands Worldline
is so far not engaged in any penalties and is fully cooperating
with regulators and auditors.
S&P said, "The negative outlook reflects that Worldline's cash flow
and leverage ratios will remain, at least partially, outside our
downside thresholds in 2025 and 2026, and that we could lower our
ratings on Worldline if the company's leverage remains sustainably
above 4.0x or if FOCF to debt remains sustainably below 10%."
S&P could lower its rating on Worldline if leverage stays
sustainably above 4.0x, or FOCF to debt stays below 10% beyond
2026. This could occur if:
-- The EUR500 million equity capital increase does not take place
as planned in the first quarter of 2026; or
-- Worldline fails to recover topline growth, for example due to
continued customer churn or diminishing competitiveness; or
-- EBITDA and FOCF fail to improve as planned, potentially due to
restructuring benefits falling short, taking longer to materialize,
or requiring higher-than-anticipated restructuring costs.
S&P could revise the outlook to stable if the EUR500 million equity
capital increase takes place as planned and management's turnaround
plan is executed, resulting in the company's performance aligning
with our revised base case. This would lead to S&P Global
Ratings-adjusted leverage being sustainably below 4.0x and FOCF to
debt recovering to above 10%.
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G E R M A N Y
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TAKKO BIDCO: S&P Ups Long-Term ICR to 'B', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised our long-term issuer credit rating on
Takko Bidco S.A.S. (the group's ultimate parent) to 'B' from 'B-'
and, in line with ICR, S&P raised its 'B' rating, with a '3'
recovery rating, on Takko's EUR350 million fixed senior secured
note. At the same time, S&P assigned its 'B' issuer credit rating
to Takko Bidco and withdrew its ratings on Takko Holding Luxembourg
2, an intermediate entity of Takko Bidco.
S&P said, "The stable outlook reflects our view that Takko will
continue to deliver solid earnings growth and improved EBITDA
margins of 23.0%-23.5% in fiscal year 2026-2027. Under our
base-case scenario, we expect the group to maintain positive FOCF
after leases, adequate liquidity, and leverage below 4.0x in fiscal
2026 and after."
Takko reported sound operating performance in first-half 2025,
above our expectation. This supported higher S&P Global
Ratings-adjusted EBITDA margins of 23.3% and resilient free
operating cash flow (FOCF) after leases, expected at EUR33 million
at the end of fiscal 2026 (Jan. 31, 2026)
Takko's elevated cash position led the group to repay in July 2025,
EUR80 million out of its approximately EUR160 million holding
company (Holdco) payment-in-kind (PIK) loan outstanding, which
coupled with stronger EBITDA expectations should lead to S&P Global
Ratings-adjusted debt to EBITDA slightly below 4.0x in 2025 from
4.2x in 2024.
S&P said, "We expect Takko's S&P Global Ratings-adjusted leverage
to improve to slightly below 4x at fiscal year-end 2026 on partial
PIK debt repayment, supporting our 'B' rating. The group's ample
liquidity, with EUR125 million cash on the balance sheet at the
start of fiscal 2026, coupled with consistent FOCF after leases
during the first six months of fiscal 2026 led Takko to repay in
advance EUR80 million of the Holdco PIK facility. In addition, we
understand that the company has prepaid 10% (EUR35 million) of its
bond through a call option, decreasing the latter to EUR315 million
after the transaction. Nevertheless, given we do not have
visibility over the financing of the prepayment, we do not take it
into account in our leverage calculations. The lower adjusted debt
quantum stemming from the PIK partial repayment only, coupled with
growth in S&P Global Ratings-adjusted EBITDA, will lead to S&P
Global Ratings-adjusted leverage standing at 3.8x in fiscal 2026
from 4.2x a year earlier. We expect the group to continue its
deleveraging trajectory, supported by ongoing improvement in EBITDA
margin despite tough market conditions. This is thanks to Takko's
strategic plan to refocus its presence in core markets and invest
in data science initiatives to elevate the brand. Our adjusted debt
at fiscal year-end 2026 includes the EUR350 million bond, EUR108
million of PIK loans including accrued interests, approximately
EUR680 million of lease liabilities, and EUR25 million-EUR30
million of letter of credits (LOCs) out of EUR110 million-EUR120
million LOCs outstanding. Although the LOCs guarantee Takko's bank
for off-balance-sheet debt, they share features with reverse
factoring because payments are made to suppliers through financial
intermediaries after 90 days. Therefore, we assume an extension of
payment terms to 120 days from 90, which we judge as a common
payment term with suppliers.
"We expect Takko to report resilient top-line growth close at 1%-2%
for the fiscal year-end 2026, despite weak consumer sentiment in
its core German market. The group's sales reached EUR631 million in
first-half 2025, down 1.5% from the previous year's EUR635 million.
Volumes grew 1%, a resilient performance given the soft consumer
spending, particularly in Germany (65% of sales), fierce market
competition in Eastern Europe and no sales promotions in February.
At the same time, more favorable purchasing conditions led the
group to reduce prices 2% in that time, supporting its value
proposition strategy and enabling market share gains, according to
management. . For the rest of the year, we think the group will
partially mitigate the lower prices with increased volumes and
lower markdowns than previous years, leading to revenue reaching
EUR1.34 billion in January 2026 and EUR1.40 billion in January
2027, slightly up from EUR1.32 billion in the previous year because
we think weak consumer confidence benefits Takko's price-for-value
proposition.
"We expect Takko to generate higher S&P Global Ratings-adjusted
EBITDA than anticipated at EUR312 million in fiscal 2026 thanks to
ongoing efforts to improve the gross margin. Despite a lower top
line in first-half 2025, the group reported a stronger first-half
EBITDA than in the previous year, at EUR103.3 million compared to
EUR97.3 million, with the margin (management-defined, pre-IFRS 16)
increasing to 16.4% from 15.3%. Indeed, the group boosted its gross
profit margin, translating into a positive impact on EBITDA. This
positive development owes notably to a weaker dollar and slightly
increased volumes, leading to lower purchasing costs. In addition,
Takko's solid profitability is supported by its economies of scale
because its orders from suppliers are generally placed in bulk and
well in advance. We expect this improved cost of goods sold will
mitigate higher personnel expense due to an increase in Germany's
minimum wage, leading to an S&P Global Ratings-adjusted EBITDA at
EUR312 million in the fiscal 2026 from EUR289 million the previous
year, corresponding to margins of 23.3% versus 22.0% last year.
Moreover, we think Takko's focus on gross profit and close
monitoring of the other operating expense like marketing, store
manning and management of bonuses, should continue to improve
profitability and we therefore forecast further growth in S&P
Global Ratings-adjusted EBITDA in fiscal 2027 to reach EUR325
million (a 23.3% margin).
"The group will keep generating positive, rising FOCF after leases
at EUR30 million-EUR35 million in fiscal years 2026 and 2027 thanks
to good management of working capital despite higher capex. We
expect working capital to be neutral to slightly negative, somewhat
affecting FOCF after leases. In 2025, the group continued to invest
in data science initiatives (IT and customer relationship
management) to better leverage its consumer base, which shows a
relatively high frequency of repeat purchases of core products (64%
of revenue comes from loyal customers, according to company).
Additionally, Takko's implementation of first phase product testing
enables it to manage its clothing assortment, reducing inventory
risk and improving working capital management, which has been
volatile previously. The group's efforts to stabilize its operating
cash flow should support its plan to accelerate its openings plan
on core markets (Germany, with 1,164 stores) with 30-40 new stores
in fiscal 2026 and up to 70 new stores per year thereafter. As a
result, we forecast capex increasing to EUR37 million in fiscal
2026 and above EUR50 million in fiscal 2027, compared with our
previous expectations of EUR34 million-EUR35 million per year.
Nevertheless, we view positively the limited capex requirements per
store due to the simple in-store and storefront design. As a
result, we forecast FOCF after leases to stand at EUR33 million in
fiscal years 2026 and 2027, close to the EUR38 million of fiscal
2025.
"The stable outlook reflects our view that Takko will continue to
deliver solid earnings growth and improved EBITDA margins at
23.0%-23.5% in fiscal year 2026-2027. Under our base case, we
expect the group to maintain positive FOCF after leases, adequate
liquidity, leverage below 4.0x in fiscal 2026 and after.
"We could lower the rating over the next 12 months if Takko
underperforms our base-case scenario and its operating performance
deteriorates, leading to adjusted leverage approaching 5x,
materially lower FOCF after leases, or a weaker liquidity
position."
This could happen, for example, if:
-- Increased competition erodes Takko's market position in core
markets;
-- The expansion plan is less successful than anticipated;
Relationships with suppliers deteriorate, leading to loss of
pricing advantage; or
-- A more aggressive financial policy gives way to debt-funded
acquisitions or dividend distributions.
S&P could raise the rating if Takko outperforms our base-case
forecast by increasing its EBITDA and FOCF after leases beyond its
expectations, resulting in FOCF after leases increasing toward
EUR100 million, alongside a clear commitment from the owners to
maintain S&P Global Ratings-adjusted debt to EBITDA below 5x.
A higher rating would also be contingent on a meaningful
diversification of its operations and sizable uptick in scale,
while maintaining profitability and cash flow.
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G R E E C E
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METLEN ENERGY: S&P Rates New EUR500MM Sr. Unsecured Notes 'BB+'
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S&P Global Ratings assigned its 'BB+' issue-level rating on
Greece-based Metlen Energy & Metals Single-Member S.A.'s (Metlen;
BB+/Stable/--) proposed EUR500 million senior unsecured notes due
May 2031. The recovery rating is '3', indicating its expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 50%) in
the event of a default.
S&P said, "We understand Metlen will use proceeds from the proposed
EUR500 million issuance to repay EUR420 million of bank debt and
the rest to fund general corporate purposes and pay
transaction-related fees. We consider the transaction leverage
neutral, with no effect on the 'BB+' long-term issuer credit
rating."
Issue Ratings--Recovery Analysis
Key analytical factors
-- Metlen has gross debt of about EUR4.4 billion, which is split
between its general corporate and industrial activities (EUR3.4
billion) and its build-operate-transfer (BOT) activities (EUR1.0
billion).
-- The company has three rated senior unsecured instruments:
EUR500 million due May 2031, EUR750 million due October 2029, and
EUR500 million due October 2026. It also has an unrated EUR500
million senior unsecured bond due in July 2030.
-- Priority liabilities ranking ahead of the bonds include
factoring and all unsecured debt at the subsidiary level consisting
of a revolving credit facility, long-term loan facilities, and
short-term and overdraft facilities.
-- As of June 2025, the BOT's book value was of about EUR1.6
billion, consisting of multiple projects in various stages and in
different places globally. The EUR1 billion of project finance
linked to the BOT is non-recourse to the group. We do not expect
the company to support any failing project, excluding the projects
in Greece.
-- In S&P's hypothetical default scenario, it assumes a sharp
contraction in the company's energy and aluminum business, with
very limited impact on its BOT projects (as they are diversified
and limited by size).
-- As a result, S&P's recovery rating is based on the valuation of
two pillars: Industrial assets (namely energy and aluminum) and BOT
projects.
-- For Metlen's industrial assets, S&P uses an EBITDA multiple
valuation, for which, under its hypothetical default scenario, S&P
assumes revenue and margin contraction, owing to an unfavorable
economy and resulting in lower volumes and higher costs that price
increases cannot offset.
-- For BOT, in S&P's hypothetical default scenario it assumed the
sale of the assets (monetizing the equity value, i.e., total
capital expenditure minus project finance debt) with a discount of
20%-30%. The residual value will be used to serve the outstanding
obligations of the group.
-- S&P values Metlen as a going concern, given its leading market
positions and long-standing customer relationships.
-- S&P considers some assets, such as the power plants, more
stable and can justify higher valuations if the company was sold in
pieces.
Simulated default assumptions
-- Year of default: 2030
-- Jurisdiction: Greece
Simplified waterfall
-- EBITDA Multiple Valuation (Metlen's core activities):
-- Emergence EBITDA: EUR342 million (industrial assets only)
-- Multiple: 5.5x
-- Adjusted gross enterprise value: EUR1.89 billion
-- Discrete Asset Valuation (BOT activity): Discrete asset value,
under a hypothetical distressed default scenario: EUR438 million
(BOT assets)
-- Combination: Gross recovery value: EUR2.32 billion
-- Net recovery value for waterfall after 5% administrative
expense: EUR2.20 billion
-- Estimated priority claims (factoring and unsecured debt at
subsidiary level): About EUR524 million
-- Remaining value for creditors: EUR1.68 billion
-- Estimated senior unsecured debt: EUR3.30 billion
--Recovery expectation: 50%-70% (rounded estimate: 50%)
--Recovery rating: '3'
All debt amounts include six months of prepetition interest.
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I R E L A N D
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ARBOUR CLO XV: S&P Assigns B- (sf) Rating to Class F Notes
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S&P Global Ratings assigned credit ratings to Arbour CLO XV DAC's
class X, A, B, C, D, E, and F notes. At closing, the issuer also
issued unrated class M-1, M-2 notes, and subordinated notes.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payment.
This transaction has a 1.5-year non-call period and the portfolio's
reinvestment period will end approximately 4.7 years after
closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows and excess spread.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,661.56
Default rate dispersion 569.57
Weighted-average life (years) 5.12
Obligor diversity measure 142.48
Industry diversity measure 22.61
Regional diversity measure 1.33
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0
Number of performing obligors 162
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.50
'AAA' target portfolio weighted-average recovery (%) 35.60
Target weighted-average spread (net of floors, %) 3.73
Target weighted-average coupon (%) 3.85
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified at closing, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we conducted our credit
and cash flow analysis by applying our criteria for corporate cash
flow CDOs.
"In our cash flow analysis, we modelled the EUR400 million par
amount, the target weighted-average spread of 3.73%, the target
weighted-average coupon of 3.85%, and the target weighted-average
recovery rates at all rating levels. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk
limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings on these notes. The
class A notes can withstand stresses commensurate with the assigned
ratings.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class X to E notes
based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
X AAA (sf) 2.00 N/A Three/six-month EURIBOR
plus 0.85%
A AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.29%
B AA (sf) 44.00 27.00 Three/six-month EURIBOR
plus 1.80%
C A (sf) 24.00 21.00 Three/six-month EURIBOR
plus 2.20%
D BBB- (sf) 28.80 13.80 Three/six-month EURIBOR
plus 2.95%
E BB- (sf) 18.20 9.25 Three/six-month EURIBOR
plus 5.10%
F B- (sf) 11.00 6.50 Three/six-month EURIBOR
plus 7.80%
M-1 NR 0.25 N/A N/A
M-2 NR 0.25 N/A N/A
Sub. Notes NR 26.70 N/A N/A
*S&P's ratings on the class X, A and B notes address timely
interest and ultimate principal payments. Its ratings on the class
C, D, E, and F notes address ultimate interest and principal
payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
AVOCA CLO XXI: S&P Raises Class F Notes Rating to 'B+ (sf)'
-----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Avoca CLO XXI DAC's
class B-1 and B-2 notes to 'AAA (sf)' from 'AA (sf)', class C notes
to 'AA+ (sf)' from 'A (sf)', class D notes to 'A (sf)' from 'BBB
(sf)', class E notes to 'BB+ (sf)' from 'BB- (sf)', and class F
notes to 'B+ (sf)' from 'B- (sf)'. At the same time, S&P affirmed
its 'AAA (sf)' ratings on the class A-1 and A-2 notes.
The rating actions follow the application of S&P's global corporate
CLO criteria, and its credit and cash flow analysis of the
transaction based on the September 2025 trustee report.
Since the closing date in April 2020:
-- The weighted-average rating of the portfolio remains unchanged
at 'B'.
-- The number of performing obligors has decreased to 161 from
163.
-- The portfolio's weighted-average life has decreased to 3.44
years from 5.48 years.
-- The percentage of 'CCC'-rated assets has increased to 9.83%
from 0% of the performing balance.
-- The liabilities decreased by EUR145.49 million, while the
assets declined by EUR145.42 million.
-- Following the deleveraging of the senior notes, the class A-1
to F notes benefit from higher levels of credit enhancement
compared with S&P's closing analysis.
Credit enhancement
Current Credit Credit
amount enhancement enhancement
Class (mil. EUR) as of Sep 2025 (%) at closing in 2020 (%)
A-1 59.74 55.51 38.00
A-2 75.77 55.51 38.00
B-1 30.00 40.73 28.00
B-2 15.00 40.73 28.00
C 32.50 30.06 20.78
D 28.00 20.87 14.56
E 23.75 13.07 9.28
F 12.50 8.97 6.50
Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)] / [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
*Based on the portfolio composition as reported by the trustee in
September 2025.
The scenario default rates (SDRs) have decreased for all rating
scenarios primarily due to a reduction in the weighted-average life
since the closing date (3.44 years from 5.48 years).
Portfolio benchmarks
SPWARF 2,997.64
Default rate dispersion 694.46
Weighted-average life (years) 3.44
Obligor diversity measure 122.24
Industry diversity measure 19.64
Regional diversity measure 1.33
SPWARF--S&P Global Ratings' weighted-average rating factor.
On the cash flow side:
-- The reinvestment period for the transaction ended in October
2024.
-- The class A-1 and A-2 notes have deleveraged by EUR143.49
million since closing, equivalent to an outstanding note factor of
48.6%.
-- No class of notes is currently deferring interest.
--All coverage tests are passing as of the September 2025 trustee
report.
Transaction key metrics
Total collateral amount (mil. EUR)* 298.54
Defaulted assets (mil. EUR) 0
Number of performing obligors 161
Portfolio weighted-average rating B
'AAA' SDR (%) 59.09
'AAA' WARR (%) 37.19
Total collateral amount (mil. EUR)* 298.54
*Performing assets plus cash and expected recoveries on defaulted
assets. SDR--scenario default rate.
WARR--Weighted-average recovery rate.
In S&P's view, the portfolio is diversified across obligors,
industries, and asset characteristics.
S&P said, "In our credit and cash flow analysis, we considered the
transaction's available current cash balance of approximately
EUR6.04 million, per the September 2025 trustee report. However,
since April 2025, the collateral manager has not used the principal
proceeds for reinvestment as the transaction continues to fail the
collateral quality test, including the weighted-average life test.
The transaction documents specify that proceeds that are not
reinvested post the reinvestment period shall be disbursed in
accordance with the principal proceeds priority of payments on the
following payment date.
"We considered the collateral quality test failure and the fact
that all available principal proceeds were used to repay the notes.
While potential reinvestments may prolong the note repayment
profile for the most senior class, in our base case, we have
assumed that the structure could amortize all available proceeds on
the next payment date. We also considered scenarios in which the
full amount of principal cash is reinvested.
"Our base case credit and cash flow analysis indicates that the
available credit enhancement for the class A-1, A-2, B-1, and B-2
notes is sufficient to withstand the credit and cash flow stresses
that we apply at the 'AAA' rating level. We therefore affirmed our
'AAA (sf)' ratings on the class A-1 and A-2 notes and raised our
ratings on the class B-1 and B-2 notes to 'AAA (sf)' from 'AA
(sf)'.
"Our base case credit and cash flow analysis indicates that the
available credit enhancement for the class C notes is sufficient to
withstand the stresses that we apply at the 'AA+' rating level. We
therefore raised our rating on the class C notes to 'AA+ (sf)' from
'A (sf)'.
"Our base case credit and cash flow analysis indicates that the
available credit enhancement for the class E notes is sufficient to
withstand the stresses that we apply at the 'BB+' rating level. We
therefore raised our rating on the class E notes to 'BB+ (sf)' from
'BB- (sf)'.
"Our cash flow analysis indicates that the available credit
enhancement for the class D and F notes could withstand stresses
commensurate with a higher rating level than those we have
assigned. However, we have limited our upgrades after considering
key factors, including the relative seniority of each tranche, the
cushion between our break-even default rates and the SDRs, the
available credit enhancement, and the current macroeconomic
environment. Consequently, we raised our rating on the class D
notes to 'A (sf)' from 'BBB (sf)' and raised our rating on class F
notes to 'B+ (sf)' from 'B- (sf)'.
"The transaction's exposure to country risk is limited at the
assigned ratings, as the exposure to individual sovereigns does not
exceed the diversification thresholds outlined in our structured
finance sovereign risk criteria.
"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria."
Avoca CLO XXI DAC is a European cash flow CLO transaction that
securitizes loans granted to primarily speculative-grade corporate
firms.
The transaction is managed by KKR Credit Advisors (Ireland)
Unlimited Company.
CAIRN CLO XI: S&P Assigns B- (sf) Rating to Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Cairn CLO XI DAC's
class X-R, A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the
issuer has unrated subordinated notes outstanding from the existing
transaction.
This transaction is a reset of the already existing transaction
that closed in December 2019. 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.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments.
This transaction has a one-year non-call period and the portfolio's
reinvestment period will end three years after closing.
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 governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows and excess spread.
-- 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 is in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,638.36
Default rate dispersion 710.29
Weighted-average life (years) 3.98
Obligor diversity measure 128.37
Industry diversity measure 13.69
Regional diversity measure 1.29
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0
Number of performing obligors 159
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.84
'AAA' target portfolio weighted-average recovery (%) 36.99
Target weighted-average spread (net of floors, %) 3.69
Target weighted-average coupon (%) 2.79
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified at closing, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we conducted our credit
and cash flow analysis by applying our criteria for corporate cash
flow CDOs.
"In our cash flow analysis, we modelled the EUR400 million par
amount, the target weighted-average spread of 3.69%, the target
weighted-average coupon of 2.79%, and the target weighted-average
recovery rates. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk
limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our ratings on the notes. The class X-R, and
A-R notes could withstand stresses commensurate with the assigned
rating.
"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."
The ratings uplift for the class F-R 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's model generated break-even default rate at the 'B-'
rating level of 19.81% (for a portfolio with a weighted-average
life of 3.98 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 3.98 years, which would result
in a target default rate of 12.736%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class 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 said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Cairn CLO XI DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Cairn Loan
Investments II LLP and Polus Capital Management Limited manage the
transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
X-R AAA (sf) 4.00 N/A Three/six-month EURIBOR
plus 0.85%
A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.23%
B-R AA (sf) 42.00 27.50 Three/six-month EURIBOR
plus 2.10%
C-R A (sf) 24.00 21.50 Three/six-month EURIBOR
plus 2.50%
D-R BBB- (sf) 30.00 14.00 Three/six-month EURIBOR
plus 3.60%
E-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 5.92%
F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR
plus 8.89%
Y NR 0.20 N/A N/A
Z NR 0.20 N/A N/A
M-1 NR 17.934 N/A N/A
M-2 NR 15.065 N/A N/A
*S&P's ratings on the class X-R, A-R, and B-R notes address timely
interest and ultimate principal payments. Its ratings on 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.
NEUBERGER BERMAN 8: S&P Puts Prelim. B- (sf) Rating to Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Neuberger Berman Loan Advisers Euro CLO 8 DAC's class A-1, A-2, B,
C, D, E, and F notes. At closing, the issuer will also issue
unrated subordinated notes.
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 portfolio's reinvestment period ends approximately 4.5 years
after closing and its non-call period ends 1.5 years after
closing.
The preliminary ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,662.76
Default rate dispersion 544.09
Weighted-average life (years) including
reinvestment period 4.59
Obligor diversity measure 159.83
Industry diversity measure 23.59
Regional diversity measure 1.32
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.32
'AAA' weighted-average recovery (%) on identified pool 36.91
Target weighted-average spread (no credit to floors; %) 3.64
Target weighted-average coupon (%) 3.81
S&P said, "We understand that the portfolio will be
well-diversified at closing. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.
"In our cash flow analysis, we modelled the EUR300 million target
par amount, the covenanted weighted-average spread of 3.57%, the
covenanted weighted-average coupon of 3.70%, and the covenanted
weighted-average recovery rate of 35.91% at the 'AAA' level. For
all other rating levels, we used the target weighted-average
recovery rates. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"Our credit and cash flow analysis shows that the class B to F
notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our preliminary ratings
on the notes." The class A-1 and A-2 notes can withstand stresses
commensurate with the assigned preliminary ratings.
Until July 22, 2030, when the reinvestment period ends, the
collateral manager may substitute the assets in the portfolio, as
long the CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain, as established
by the initial cash flows for each rating, and compares that with
the current portfolio's default potential, plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may, through trading, cause the transaction's
credit risk profile to deteriorate.
S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"At closing, we expect the transaction's legal structure and
framework to be bankruptcy remote. The issuer is a special-purpose
entity that meets our criteria for bankruptcy remoteness.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class A-1 to F notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-1 to E notes in four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."
Preliminary ratings
Prelim.
Prelim. Amount Indicative
Class rating* (mil. EUR) Sub (%) interest rate§
A-1 AAA (sf) 183.00 39.00 Three/six-month EURIBOR
plus 1.30%
A-2 AAA (sf) 6.00 37.00 Three/six-month EURIBOR
plus 1.70%
B AA (sf) 28.50 27.50 Three/six-month EURIBOR
plus 1.95%
C A (sf) 19.50 21.00 Three/six-month EURIBOR
plus 2.30%
D BBB- (sf) 21.00 14.00 Three/six-month EURIBOR
plus 3.35%
E BB- (sf) 14.25 9.25 Three/six-month EURIBOR
plus 5.60%
F B- (sf) 8.25 6.50 Three/six-month EURIBOR
plus 8.25%
Sub. NR 26.10 NA N/A
*S&P's preliminary ratings address payment of timely interest and
ultimate principal on the class A-1, A-2, and B notes and ultimate
interest and principal on the rest of the notes.
§Solely for modelling purposes as the actual spreads may vary at
pricing. 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.
RRE 10 LOAN: S&P Assigns BB- (sf) Rating on Class D-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to RRE 10 Loan
Management DAC's class A-1-R, A-2-R, B-R, C-R, and D-R notes. At
closing, the issuer has EUR56.30 million of unrated subordinated
notes outstanding from the existing transaction and has issued an
additional EUR8.25 million of subordinated notes.
This transaction is a reset of the already existing transaction
that closed in November 2021. The issuance proceeds of the
refinancing debt were used to redeem the refinanced debt, and pay
fees and expenses incurred in connection with the reset. S&P has
withdrawn its ratings on the original notes.
Under the transaction documents, the rated notes will pay quarterly
interest, unless a frequency switch event occurs. Following such an
event, the notes would permanently switch to semiannual payments.
The portfolio's reinvestment period ends five years after closing;
the non-call period ends two years after closing.
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 experience of the collateral manager's team, which can
affect the performance of the rated notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,657.99
Default rate dispersion 654.05
Weighted-average life (years) 4.75
Weighted-average life (years) extended
to cover the length of the reinvestment period 5.00
Obligor diversity measure 123.01
Industry diversity measure 21.82
Regional diversity measure 1.24
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
Portfolio target par (mil. EUR) 500.24
'CCC' category rated assets (%) 2.1 4
Target 'AAA' weighted-average recovery (%) 36.57
Target weighted-average spread (%) 3.50
Target weighted-average coupon (%) 3.24
The portfolio is well-diversified at closing, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.
S&P said, "In our cash flow analysis, we used the EUR500 million
target par amount, the actual weighted-average spread (3.50%), and
the actual weighted-average coupon (3.24%). We assumed the actual
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios, for each liability rating category."
Until Nov. 13, 2030, when the reinvestment period ends, the
collateral manager may substitute the assets in the portfolio, as
long the CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain, as established
by the initial cash flows for each rating, and compares that with
the current portfolio's default potential, plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may, through trading, cause the transaction's
credit risk profile to deteriorate.
S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for class A-2-R to C-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment period until
Nov. 13, 2030, during which the transaction's credit risk profile
could deteriorate, we have capped the assigned ratings.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-1-R to D-R notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also assessed the
sensitivity of our ratings on the class A-1 R to D-R notes, based
on four hypothetical scenarios."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-1-R AAA (sf) 310.00 38.00 Three /six-month EURIBOR
plus 1.27%
A-2-R AA (sf) 35.00 31.00 Three /six-month EURIBOR
plus 1.75%
B-R A (sf) 50.00 21.00 Three/six-month EURIBOR
plus 2.10%
C-R BBB- (sf) 35.00 14.00 Three/six-month EURIBOR
plus 3.00%
D-R BB- (sf) 23.15 9.37 Three/six-month EURIBOR
plus 5.30%
Additional
sub. Notes NR 8.25 N/A N/A
Sub notes NR 56.30 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, and D-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.
Sub. notes—subordinated notes.
NR--Not rated.
N/A--Not applicable.
=========
I T A L Y
=========
YOUNI ITALY 2024-1: S&P Raises E-Dfrd Notes Rating to 'B+ (sf)'
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Youni Italy 2024-1
S.r.l.'s class A notes to 'AA+ (sf)' from 'AA (sf)', class B-Dfrd
notes to 'AA (sf)' from 'A (sf)', class C-Dfrd notes to 'BBB+ (sf)'
from 'BBB (sf)', class D-Dfrd notes to 'BBB- (sf)' from 'BB- (sf)',
and class E-Dfrd notes to 'B+ (sf)' from 'B- (sf)'. At the same
time, S&P has resolved the UCO placements for the class A, B-Dfrd,
and D-Dfrd notes.
S&P said, "The rating actions follow our review of the
transaction's performance and the application of our current
criteria. They also reflect our assessment of the payment structure
according to the transaction documents.
"We analyzed the transaction's credit risk under our global
consumer ABS criteria. In our view, Youni Italy 2024-1's cumulative
gross losses have remained in line with our assumptions at closing.
We therefore maintained our base-case gross loss assumption at
5.60%. We then recalibrated our base-case gross loss assumptions to
account for defaults that already occurred and the portfolio's
current size and applied a 5.16% base-case gross loss on the loans'
current outstanding balance. Our multiples remain unchanged. We
increased our base-case recovery assumption to 25% from 20% in line
with historical performance. We also reduced our recovery rate
haircuts at the 'BBB-' rating level and below in line with other
peer transactions."
The rated notes have been amortizing pro rata since the first
interest payment date (IPD) as no sequential amortization triggers
have been breached. This is why credit enhancement (provided
through subordination and excess spread) has only slightly
increased--the unrated class F notes are not amortizing.
The liquidity reserve is amortizing and is at its required level of
EUR1.67 million, as of the October 2025 investor report.
The pool factor is currently at 54.5%, and the cumulative default
rate is at 2.48%. Loans more than 90 days in arrears increased
significantly to about 5.2% as of the September 2025 IPD, before
receding to 1.4% at the October 2025 IPD. The servicer explained
that while defaulted loans were previously included as severe
arrears, they have been removed as of the October 2025 investor
report.
Credit assumptions
Current Closing
Review (May 2024)
Gross loss base case (%) 5.6 5.6
Gross loss base case applied
to the current balance (%) 5.16 5.6
Stress multiple at 'AA+' (x) 4.3 4.3
Stress multiple at 'AA' (x) 3.8 3.8
Stress multiple at 'BBB+' (x) 2.3 2.3
Stress multiple at 'BBB-' (x) 1.63 1.63
Stress multiple at 'B+' (x) 1.18 1.18
Recovery haircut at 'AA+' (%) 35 35
Recovery haircut at 'AA' (%) 30 30
Recovery haircut at 'BBB+' (%) 22.5 22.5
Recovery haircut at 'BBB-' (%) 16.7 18.3
Recovery haircut at 'B+' (%) 7.5 12.5
Stressed net loss at 'AA+' (%) 18.6 20.9
Stressed net loss at 'AA' (%) 16.2 18.3
Stressed net loss at 'BBB+' (%) 9.6 10.9
Stressed net loss at 'BBB-' (%) 6.7 7.6
Stressed net loss at 'B+' (%) 4.7 5.5
The overarching principle behind S&P's counterparty criteria is the
replacement of a counterparty when the rating on the counterparty
falls below a minimum eligible rating.
Under the transaction documents, the bank account provider,
Citibank, N.A., London branch, will take remedial action following
a downgrade below 'A-'. S&P said, "Under our current counterparty
criteria, we consider this counterparty risk exposure as low, given
both our resolution counterparty rating on the bank account
provider's parent company and the senior notes' ability to
withstand a potential loss of up to one month of collections.
Therefore, the maximum achievable rating for the class A notes is
now 'AAA' compared to 'AA' under our previous counterparty
criteria. However, even if our cash flow and sensitivity analysis
indicated that the class A notes could withstand stresses at the
'AAA' rating level, our rating above the sovereign criteria still
constrain the rating at 'AA+', six notches above our long-term
unsolicited sovereign credit rating on Italy (BBB+). Therefore, we
raised to 'AA+ (sf)' from 'AA (sf)' our rating on the class A
notes."
S&P said, "The class B-Dfrd notes are now able to pass our stresses
at the 'AA' rating level. We therefore raised our rating to 'AA
(sf)' from 'A (sf)'.
"For the class C-Dfrd notes, the available credit enhancement is
sufficient to withstand the credit and cash flow stresses that we
apply at the 'A-' rating level. However, this class of notes is not
able to withstand our sovereign risk stress, and therefore it
cannot benefit from any uplift above the unsolicited long-term
sovereign credit rating on Italy. We therefore raised our rating to
'BBB+ (sf)' from 'BBB (sf)'.
"The class D-Dfrd and E-Dfrd notes can withstand stresses
commensurate with higher ratings than those assigned. However, we
limited our upgrades, considering the notes' sensitivity to higher
prepayment rates. We therefore raised our rating on the class
D-Dfrd notes to 'BBB- (sf)' from 'BB- (sf)' and on the class E-Dfrd
notes to 'B+ (sf)' from 'B- (sf)'.
"At closing, we assumed a commingling risk loss of one third of one
month of collections in our cash flow analysis. In the current
review, we have removed this loss in line with our current
counterparty criteria. We consider this risk to be fully mitigated
by the collections sweeping frequency within two business days of
receipt.
"We consider the transaction's resilience in case of additional
stresses to some key variables, in particular defaults and
recoveries, to determine our forward-looking view.
"We therefore ran additional scenarios with increased gross
defaults up to 30% and reduced expected recoveries by up to 30%.
The results of the sensitivity analysis indicate a deterioration in
line with the credit stability considerations in our rating
definitions."
Youni Italy 2024-1 is a securitization of Italian consumer loan
receivables which Younited, Italian branch granted to its private
customers.
=========
S P A I N
=========
EROSKI: S&P Places 'B+' ICR on Watch Pos. on Proposed Refinancing
-----------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating on Spanish
food retailer cooperative Eroski on CreditWatch with positive
implications. S&P also assigned a preliminary 'BB-' issue rating to
the proposed senior secured notes.
The CreditWatch placement is based on S&P's view that, if the
proposed refinancing closes as planned, it would raise its
long-term issuer credit rating on the company to 'BB-' from 'B+'.
Eroski plans to issue EUR500 million senior secured notes, a EUR370
million amortizing term loan A (TLA), and a new EUR80 million
revolving credit facility (RCF) to refinance its capital
structure.
The proposed transaction lengthens debt maturities, eliminating the
springing maturity risk linked to the EUR209 million subordinated
bond, while reducing overall cash interest payments and supporting
the company's liquidity profile.
S&P said, "We anticipate Eroski's S&P Global Ratings-adjusted
consolidated debt to EBITDA will remain at about 2.9x-3.3x for
fiscal years 2025-2027, with positive free operating cash flow
(FOCF) after leases.
"We placed Eroski on CreditWatch positive after its announcement to
refinance its existing capital structure. Eroski is issuing EUR500
million senior secured notes and a EUR370 million TLA due in 2031
to refinance its existing capital structure, including the EUR500
million senior secured notes, EUR73 million TLA-1, EUR42.5 million
TLA-2, EUR57 million Loan 15, and EUR209 million subordinated bonds
(OSE), thereby avoiding the springing maturity on its senior debt
by 2027. The difference in debt amounts and transaction costs,
mostly represented by the call premium on the notes, will be
covered with cash on the balance sheet. The transaction will also
mean Eroski will benefit from a new 5.25-year RCF of EUR80 million,
expected to be undrawn at closing. This new RCF, together with
about EUR198 million in cash expected at closing, will strengthen
the company's liquidity position. Although the proposed transaction
raises total net debt by EUR66 million, we anticipate Eroski's cash
interests on financial debt will decline to EUR60 million-EUR65
million in fiscal 2026 (ending Jan. 31, 2027), compared to EUR106
million in fiscal 2024. The decline is driven by our expectation of
a lower coupon on the new notes compared to the existing ones,
which were issued at 10.6% in November 2023 amid a very turbulent
debt capital market environment.
"We expect Eroski's S&P Global Ratings-consolidated adjusted
leverage will remain contained at about 2.9x-3.3x over fiscal years
2025-2027, supported by modest EBITDA growth and scheduled debt
repayments. We expect Eroski will continue benefiting from a high
and resilient adjusted EBITDA margin of about 10% over our forecast
horizon, despite the Spanish grocery market's highly competitive
conditions. Profitability is supported by its leading position in
northern Spain, its value proposition focusing on local products
and private labels (36.1% of sales in the six months ended July 31,
2025), and the integrated supply chain (Eroski has 32 logistic
platforms). This, combined with our projection of modest top-line
growth of 2%-3% annually, mostly on the back of new store openings,
especially franchises, should translate into an S&P Global
Ratings-adjusted EBITDA of about EUR535 million-EUR545 million in
fiscal 2025 and EUR540 million-EUR550 million in fiscal 2026.
Additionally, we expect debt TLA repayments of about EUR37 million
in fiscal 2025 and EUR55 million in fiscals 2026 and 2027, as per
the amortization schedule. Therefore, we now expect consolidated
debt to EBITDA will fluctuate between 2.9x-3.3x over fiscal years
2025-2027.We also calculate and monitor the adjusted leverage,
excluding the perpetual instruments (aportaciones financieras
subordinadas Eroski; AFSE), which is about 0.4x lower than the
consolidated leverage. Additionally, we estimate and track the
group's proportional leverage, calculated by including only 50% of
the EBITDA and lease obligations belonging to Eroski's subsidiaries
Vegalsa and Supratuc. The two subsidiaries, which together account
for almost half of the group's consolidated sales, are controlled
by Eroski, but are 50% owned by minority investors. Proportional
adjusted leverage is about 0.6x-0.7x higher than the consolidated
leverage, since the financial debt is mostly issued by Eroski S.
Coop (the holding company).
"We expect Eroski will increase its FOCF after leases generation
over the next 24 months to cover dividends to minority investors.
Pro forma the issuance, we estimate the group's annual interest
expenses will decline to about EUR60 million-EUR65 million
(excluding about EUR14.5 million in interest on lease contracts).
This, combined with our assumption of expanding EBITDA over the
forecasting period, should support the improvement in S&P Global
Ratings-adjusted FOCF after leases to about EUR30 million-EUR35
million in fiscal 2025, including close to EUR50 million in
transaction one-off costs, and EUR75 million-EUR85 million in
fiscal 2026. These will cover Eroski's EUR40 million-EUR50 million
annual dividends to minority investors of subsidiaries Supratuc and
Vegalsa, as well as about a EUR10 million distribution to
cooperative members. These two 50% owned subsidiaries maximize
dividend distributions to Eroski Coop. and their minority
investors, according to their respective shareholders' agreement.
Dividends are necessary for Eroski Coop. to service its debt, which
sits at the holding company and explains why proportionate leverage
is higher than consolidated leverage. As such, in our view, the
consolidated debt service metrics overstate the group's real
creditworthiness, prompting us to apply a negative comparable
rating adjustment to the final issuer credit rating.
"We believe Eroski's financial policy will remain conservative,
given its cooperative status, strategic refocus on the core food
retail business, and stringent debt covenants. We expect Eroski's
financial policy and strategy will remain conservative as the group
aims to strengthen its positioning in its core trading areas, with
few targeted openings and expanding its franchise network. As a
cooperative governed by employees and customers, we believe the
group's financial objective is not maximizing shareholder returns
but promoting employment and protecting its financial independence
by having a sustainable capital structure. As such, we expect
material dividends will only be paid out to the minority investors
that own 50% of Supratuc and Vegalsa (two regional operating
subsidiaries in Catalonia, the Balearic Islands, and Galicia). We
expect capital distributions to employee members will amount to
only about EUR10 million per year. These distributions payments,
required by employee members who leave the cooperative, must be
approved by the assembly and cannot be granted if certain solvency
and liquidity ratios are not attained. According to its public
financial policy, the company aims to reduce its reported net
financial debt to EBITDA (pre-IFRS 16) below 2.0x, from 2.3x in
fiscal 2024. This level aligns with the covenants on the new TLA
and will force the company to stick to its deleveraging trajectory
over the next two-to-three years.
"The CreditWatch placement is based on our view that, if the
proposed refinancing closes as planned, we would raise our
long-term issuer credit rating on the company to 'BB-' from 'B+'.
"We aim to resolve the CreditWatch placement once the refinancing
is complete and when we have reviewed the final terms of the
transaction and the debt documentation. At that time, we will also
withdraw our ratings on the existing debt."
===========
T U R K E Y
===========
TT VARLIK KIRALAMA: S&P Assigns 'BB' Rating to Sukuk Issuance
-------------------------------------------------------------
S&P Global Ratings had assigned its 'BB' issue credit rating to TT
Varlık Kiralama A.S.' sukuk issuance. This is in line with the
preliminary ratings it assigned on Oct. 20, 2025.
TT VARLIK KIRALAMA, an asset-leasing company ("varlık kiralama
Sirketi") incorporated as a joint stock company ("anonim Sirket")
incorporated in Turkiye is contemplating to issue trust
certificates (sukuk). The company is a fully owned subsidiary of
Turk Telekom (BB/Stable/B). TT VARLIK KİRALAMA, will enter, among
other contracts, into a purchase-of-service agreement, a purchase
undertaking, a sale undertaking, and a service agency agreement
with Turk Telekom.
The sukuk program is rated 'BB', in line with S&P's 'BB' rating on
the obligor, Turk Telekom. This is because the transaction fulfils
the five conditions listed in our criteria for rating sukuk:
-- Turk Telekom will provide sufficient and timely contractual
obligations for the payment of periodic distribution amounts and
the principal amount. The former is covered through Turk Telekom's
obligation to sell a certain quantity of broadband
services--measured in monthly data subscriptions--to third parties
at a specific price that would be sufficient to pay the periodic
distribution amounts. Any shortfall in the quantity will be sold
back to Turk Telekom. If the price of selling the broadband
services is lower than the minimum sale price agreed upon, Turk
Telekom will indemnify the issuer on an after-tax basis. The
principal amount is covered through the undertaking by Turk Telekom
to buy outstanding broadband services at the maturity of the sukuk,
or in case of a dissolution event, at a price that includes the
aggregate face amount of the certificates outstanding, all accrued
but unpaid periodic distribution amounts, and any amount payable by
the issuer under the transaction documents.
These obligations are irrevocable.
These obligations will rank pari passu with Turk Telekom's
unsecured and unsubordinated obligations.
Under the service agency agreement, Turk Telekom will undertake to
cover all the costs related to the transaction.
S&P said, "We assess as remote the risks that a total disruption
event would jeopardize the full and timely repayments of the sukuk,
given the nature of the underlying assets and the recent renewal of
Turk Telekom's fixed-line services concession. We no longer give
credit to Turk Telekom's obligation to repay the purchase price
related to the allotted services if a total disruption event
results in the special-purpose vehicle being unable to provide the
service. This is because the purchase price is slightly lower than
the principal amount of the transaction.
"Turk Telekom is expected to use the proceeds of the issuance for
general corporate purposes. We do not expect any significant
contractual or structural subordination after issuance and
therefore rate the proposed sukuk in line with the long-term issuer
credit rating on Turk Telekom. As of Oct. 31, 2025, Turk Telekom's
debt comprises senior unsecured loans and notes of about Turkish
lira 66 billion equivalent.
"Our assessment is based on the executed documentation dated Oct.
24, 2025, following the placement of US$600 million sukuk (trust
certificates) issued by TT VARLIK KIRALAMA A.S."
===========================
U N I T E D K I N G D O M
===========================
BOPARAN HOLDINGS: S&P Upgrades ICR to 'B+', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Boparan Holdings Ltd. to 'B+' from 'B'. At the same time, S&P
raised its issue rating on the senior secured notes to 'B+'. The
recovery rating is unchanged at '3', indicating its expectation of
recovery prospects of 50%-70% (rounded estimate: 65%).
S&P said, "The stable outlook reflects our view that Boparan will
maintain its robust operating performance and gradually improve
profitability, while generating sustainably positive free operating
cash flow (FOCF). We expect Boparan's credit metrics will remain
stable as the group embarks on a phase of expansionary capital
expenditure (capex) from fiscal 2026 onwards."
Boparan Holdings Ltd. posted stronger-than-expected operating
performance in fiscal 2025 (ending July 26, 2025), driven by robust
volumes, inflation recovery, and a favorable shift toward
British-sourced, higher welfare poultry sales.
Additionally, the group repaid GBP39 million of its senior secured
notes on Nov. 4, 2025, leaving S&P Global Ratings-adjusted
estimated debt of about GBP660 million and accelerating
deleveraging.
S&P said, "We anticipate Boparan will maintain robust operating
performance for the fiscal years 2026 and 2027 thanks to stable
volume demand and supportive price pass-through mechanisms, leading
to S&P Global Ratings-adjusted EBITDA of up to GBP190 million,
strong cash flow generation, and debt to EBITDA of 3.5x-4.0x.
"After posting stronger-than-anticipated credit metrics in fiscal
2025, we expect Boparan to continue its resilient performance over
the next 12-18 months. The group reported robust like-for-like
revenue growth of 8.5% in fiscal 2025 driven primarily by strong
volume demand in both the poultry and meals and bakery segments,
along with a favorable market trend favoring British-sourced
products and higher welfare poultry. Along with pricing to cover
inflationary pressures, this resulted in higher-than-expected S&P
Global Ratings-adjusted adjusted EBITDA to GBP182 million.
Excluding the impact from the EU poultry segment, which was
disposed in October 2024, S&P Global Ratings-adjusted EBITDA was
about GBP177 million. This led to stronger-than-anticipated
deleveraging to 3.7x. At the same time, thanks to lower capex and
stable working capital, FOCF generation increased to GBP69 million
(adjusted for factoring) and funds from operations (FFO) cash
interest coverage improved to 3.5x.
"We expect Boparan to sustain the robust operating performance,
with growth of approximately 4.5%-5.0% for fiscal 2026 and
3.5%-4.0% for fiscal 2027. This considers our view that the group
will continue to benefit from favorable demand fundamentals in the
U.K. poultry segment. Given Boparan's leading market position in
U.K. poultry, we expect the group will benefit from volume
stability as the U.K. market transitions to lower stocking density.
This is along with price pass-through mechanisms in contracts with
retailers to mitigate input cost inflation, along with expected
declines in feed costs, supporting profitability amid labor cost
pressures. While underlying demand for meals and bakery remains
stable from core customers, we expect operating inefficiencies to
persist in the near term. As the group works to mitigate factory
and labor inefficiencies, we estimate only gradual recovery over
the next two years. As such, we expect adjusted EBITDA to improve
to GBP180 million-GBP190 million over the same period."
At the same time, Boparan's debt repayment in November 2025 will
create leverage headroom and reduce the cash interest burden.
Boparan successfully repaid 10% of the GBP390 million senior
secured notes maturing in November 2029 using cash on the balance
sheet. S&P said, "This helps to create debt leverage headroom.
Along with growing EBITDA, we forecast adjusted debt to EBITDA to
deleverage within 3.5x-4.0x range going forward. Additionally,
considering the high fixed 9.4% interest on the bond, the reduction
in debt will reduce the cash interest burden by nearly GBP5 million
annually. We forecast FFO cash interest coverage to improve to
4.0x-4.5x over the next 12-18 months."
Boparan plans to step-up its capex to increase capacity and drive
efficiencies, which will weigh on FOCF progression from fiscal 2026
onwards. S&P said, "We forecast capex to increase to 2.5%-3.0% from
fiscal 2026 (from about 1.5% currently) as the group embarks on a
growth capex project. Boparan has committed to spending nearly GBP1
billion over the next 10 years. This includes three new poultry
factories, new deep-chill capacity at the existing meals and bakery
site, along with automation projects in production. Given the
expected step-up in capex, this will dampen FOCF generation, which
we expect to dip to still-positive GBP20 million-GBP25 million in
fiscal 2026 before improving above GBP40 million from fiscal 2027.
We anticipate Boparan will fund the growth capex through operating
cash generation along with a new asset-backed financing facility.
Overall, the group has stable working capital dynamics, despite
intra-year seasonality, and reported cash generation is aided by a
factoring program."
S&P said, "We expect Boparan to maintain comfortable financial
headroom over the next 12-18 months and remain prudent in its
financial policy. The group maintains adequate liquidity, with
recourse to the fully undrawn GBP80 million revolving credit
facility (RCF) maturing in 2029 and GBP105 million cash on balance
sheet at end-July 2025. We have not factored any debt-financed
acquisitions in our base case considering the group's focus on
organic growth investment. We have included potential small
dividend payments to the shareholder from fiscal 2027 as the group
improves profitability and discretionary cash generation. That
said, we understand the priority is on continuing to reduce debt
and deleverage using internal cash flows.
"The stable outlook reflects our view that Boparan will maintain
its robust operating performance over the next 12-18 months and
gradually improve profitability, enabling S&P Global
Ratings-adjusted debt to EBITDA to continue deleveraging within the
3.5x-4.0x range. At the same time, we expect sustainably positive
FOCF generation, albeit tempered by the expansionary capex projects
from fiscal 2026 onwards, with adjusted FOCF to debt of 6%-7%.
"We could lower our ratings if Boparan's earnings fell short of our
expectation or its cash flow generation weakened such that adjusted
debt to EBITDA were to rise above 4.0x or FOCF to debt fell to less
than 5% without prospects of rapid deleveraging. This could occur
because of the group's volume declines stemming from weak consumer
demand, slower-than-expected realization of benefits from operating
efficiency projects, or an inability to recover unexpected
operational disruptions. Execution risk on expansion projects
leading to lower-than-forecast return on investment or higher capex
could exacerbate pressure on cash flows.
"We could raise our ratings if Boparan's earnings base expands
substantially, improving the resilience and profitability of its
business model and building a track record of robust EBITDA growth
and positive cash flows, leading to consistently stronger credit
metrics, including FOCF to debt of well above 10% and debt to
EBITDA of close to 3x, on a sustained basis. A positive rating
action would be predicated on a strong commitment to a financial
policy commensurate with this stronger level of credit metrics."
CO-OPERATIVE GROUP: S&P Lowers LT ICR to 'BB-', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Co-operative Group Ltd. (Co-op) and issue ratings on its senior
unsecured and subordinated debt to 'BB-' from 'BB'.
S&P said, "The stable outlook reflects our view that Co-op will
recover from the cyber disruption by the end of 2025, and over the
next 12 months it will largely restore its profitability (mostly
driven by the food and life segments), reduce its adjusted leverage
to about 3.0x, and improve funds from operations (FFO) to debt to
more than 20%. We expect the group will maintain adequate
liquidity, supported by GBP428 million cash (net of some restricted
cash) and a fully undrawn GBP400 million revolving credit facility
(RCF) due in November 2029."
The recent cyber incident faced by Co-operative Group Ltd. (Co-op)
materially affected its product availability in first-half 2025 and
exacerbated the pressure on profitability and cash flow generation
from the weak performance in the wholesale segment and cost
inflation.
With the group's focus on growth and long-term earnings, S&P
understands it intends to adhere to its previous plans of capital
expenditure (capex) and fund the resulting material deficit in free
operating cash flow (FOCF) after leases from its ample liquidity
sources.
The recent cyber incident and its tail effect on Co-op materially
affected product availability and sales. Co-op first reported about
the cyberattack on May 2, 2025, to which the group responded by
preemptively shutting off some key systems in order to contain the
attack. This materially disrupted its supply chain and product
availability, as automated systems and processes were being
interrupted and replaced by manual procedures. This led to the
group's total reported revenue for first-half 2025 to decline by
2.1% to GBP5.48 billion from the same period last year. A time lag
in customers adjusting their perception of product availability or
value after the cyberattack could weigh on the group's recovery in
the topline, as the group dials up its promotional offerings. The
volume headwinds to the business-to-business (B2B) segment that
continued through first-half 2025, compounded by the disruption
from the cyberattack, also rein in our revenue expectations.
However, S&P notes that Co-op's market share in the third quarter
to date in the food and wholesale markets is on track to recover.
S&P forecasts the group's total revenue will decline by about 0.4%
to about GBP11.24 billion in 2025 and increase to about GBP11.39
billion in 2026 and GBP11.58 billion in 2027 (compared to its
previous expectations of GBP11.58 billion in 2025), driven by
ongoing membership expansion and more targeted assortment and
pricing investments, in addition to the continued growth in
e-commerce and quick commerce.
Profitability will mostly recover in 12-18 months amid persistent
cost pressures, subject to execution risk however. S&P said, "We
expect Co-op's profitability to be materially affected by lost
volumes and increased exceptional costs related to food waste and
incremental third-party and payroll costs in 2025. We understand
that most systems are fully operational, including stock
replenishment and logistics, and by the end of 2025 the group
should have its stock optimization capabilities fully restored. We
think that the group's investments in technology and automation,
store improvements, and new store openings will drive revenue
underpinning the benefits of operating leverage and profitability
margins in the long term, in addition to the growth momentum from
the higher-margin life services segments."
S&P said, "We also think that the one-off hit on profitability from
the cyberattack and its aftermath, is compounded by ongoing labor
cost inflation and the introduction of Extended Producer
Responsibility (EPR) fees, against the backdrop of intense
competition among food retailers. We expect that S&P Global
Ratings-adjusted EBITDA margins will decline to 3.3% in 2025,
before recovering to 4.2% in 2026 and 4.4% in 2027 on the back of
topline recovery, lower exceptional costs, and the group's efforts
in labor productivity and energy cost efficiency. That said,
margins remain lower than other retail peers and offer little
headroom for the effect of a more prolonged cyberattack impact or
adverse market conditions.
"We expect FOCF after leases will remain significantly negative in
the next two to three years due to lower margins and elevated
capex. We expect negative FOCF after leases of GBP150
million-GBP200 million outflow in 2025 and a further negative GBP50
million-GBP80 million in 2026. The cash flow generation will take a
material hit with reduced earnings and high capex of at least
GBP310 million annually--on routine hygiene and safety compliance
of its store network, store refreshment, energy efficiency, and
other trading-enhancing initiatives, which we think will underpin
sales and profitability in the medium term. We expect that the net
working capital inflow in first-half 2025 will be fully unwound by
the end of the year. In our view, the weak cash flow profile
provides little cushion for unfavorable market dynamics, untampered
exceptional costs, or working capital volatility."
Co-op's proactive cash and debt management before the cyber
incident allows some buffer for the cash flow disruption. The
group's liquidity remains adequate, underpinned by GBP428 million
of cash balances (net of some restricted cash) and GBP400 million
availability under the undrawn RCF due November 2029. It is our
expectation based on management guidance that the group will repay
GBP112 million of the subordinated notes and installment repayment
notes due December 2025 in a timely manner with cash. S&P said, "We
note that the group was able to obtain a new five-year GBP350
million term loan facility agreement in June 2025, that will be
drawn to repay its GBP350 million notes due in May 2026. This
extends the group's maturity profile to 2030 and eliminates
refinancing risk. We think that the ability to maintain adequate
liquidity and headroom under the maintenance covenants in the RCF
and term loan documentation will be supportive through the period
of weak cash flows."
S&P said, "While cash charges and ambitious investment plans will
pressure cash flow generation in the next two to three years, we
forecast leverage and FFO to debt will bounce back within 12
months. We expect S&P Global Ratings-adjusted net debt to EBITDA to
increase to about 3.9x in 2025 and decline to approximately 3.1x in
2026 and about 3.0x in 2027. We forecast FFO to debt to decline to
16% before improving to about 24% in 2026 and 2027, compared to
previous expectations of at least above 30% in the forecast period.
While the cash interest burden should decline as the 2025 notes are
repaid and 2026 refinanced, hefty lease payments of over GBP200
million-GBP210 million annually will remain a substantial portion
of fixed cash charges and contain any substantial improvement in
EBITDAR to cash interest and rent coverage from 1.9x in 2024, such
that the metric stays at about 2.0x over our forecast period.
"We revised our assessment of management and governance to
moderately negative from neutral to reflect the group's business
preparedness and continuity under the effect of B2B market
headwinds and the cyber disruption. The group's B2B revenue,
excluding cyber impact, contracted 1.9% in first-half 2025,
compared with the 1.9% volume decline across the wider wholesale
market, based on Co-op's interim report, for the same period. In
our view, it is not evident whether Co-op could adjust its strategy
quickly enough to changes in market dynamics, given the magnitude
of estimated losses and the length of the cyberattack's tail impact
on operations. On the other hand, we note that it is rolling out
its franchise model and new corporate partnerships in the wholesale
segment to capture the margin upside and mitigate market headwinds.
We think that the latest changes in senior leadership display the
group's effort in navigating the difficult market conditions
alongside the impact from the cyber disruption, including the
departure of managing director for growth, Jerome Saint-Marc, in
September 2025, who led the group's wholesale and federal segments
and is succeeded by Wais Shaifta.
"The stable outlook reflects our view that Co-op will recover from
the cyber disruption by the end of 2025, and over the next 12
months largely restore its profitability and credit metrics. We
forecast Co-op's S&P Global Ratings-adjusted FFO to debt will
decline to 16% in 2025 before recovering to about 24% in 2026-2027,
and adjusted debt to EBITDA will increase to approximately 3.9x in
2025 before recovering to about 3.0x in 2026-2027. While we
forecast that the group's FOCF after leases will be strongly
negative on the back of lower earnings and elevated capex and
exceptionals in 2025, somewhat improving in 2026, we expect the
group will maintain an adequate liquidity cushion and covenant
headroom."
S&P could lower the rating in the next 12-18 months if Co-op
encounters a prolonged recovery in earnings and cash flow
generation, or its liquidity weakens such that:
-- S&P's adjusted credit metrics stay weaker for longer, with
either FFO to debt remaining below 20% or debt to EBITDA staying
close to 4.0x;
-- Cash flow generation is weaker than in our forecast such that
FOCF after leases outflows either exceed our forecast in magnitude
or take longer to turn around; or
-- Liquidity weakens either depleting availability under the RCF
or covenant headroom shrinking to less than 15%.
For a higher rating, S&P would expect a group to demonstrate a
track record of stable profitability with all its core operations
(excluding the Federal segment) generating at least break-even
EBITDA such that our adjusted EBITDA margin is sustainably 5% or
more, and FOCF after leases turns structurally positive.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Governance - Risk management, culture, and oversight
COCONUT TREE: Forvis Mazars Appointed as Administrators
-------------------------------------------------------
The Coconut Tree Limited, trading as The Coconut Tree, was placed
into administration in the High Court of Justice, Business and
Property Courts of England and Wales, Insolvency & Companies List
(ChD), Court No. CR-2025-007024. The company operates Sri Lankan
restaurants. Mark Guy Boughey and Rebecca Jane Dacre of Forvis
Mazars LLP were appointed as joint administrators on November 6,
2025.
Its registered office is at Forvis Mazars LLP, 30 Old Bailey,
London, EC4M 7AU.
Its principal trading address is The Coconut Tree, 59 St. Paul’s
Road, Cheltenham, GL50 4JA.
The joint administrators can be reached at:
Mark Guy Boughey
Forvis Mazars LLP
Floor 8, Assembly Building C,
Cheese Lane, Bristol, BS2 0JJ
Rebecca Jane Dacre
Forvis Mazars LLP
The Pinnacle,
160 Midsummer Boulevard,
Milton Keynes, MK9 1FF
For further details, contact:
The Joint Administrators
Tel: 0117 235 9072
0117 928 1725
Alternative contact: Will Barnett
LP NINETY FOUR: Turpin Barker Appointed as Administrators
---------------------------------------------------------
LP SD Ninety Four Limited was placed into administration in the
High Court of Justice Court Number CR-2025-007824. Martin C
Armstrong and Andrew R Bailey of Turpin Barker Armstrong were
appointed as administrators on Nov. 6, 2025.
The company operated as a dispensing chemist in specialized
stores.
Its registered office is at Jhoots Pharmacy Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.
Its principal trading address is at Units 3–4, Sutton Park, 3
Littondale, Hull, HU7 4BJ.
The administrators can be reached at:
Martin C Armstrong
Andrew R Bailey
Turpin Barker Armstrong
Allen House, 1 Westmead Road
Sutton, Surrey, SM1 4LA
For further details, contact:
Tel No: 020 8661 7878
Email: jhoots.creditors@turpinba.co
LP NINETY SEVEN: Turpin Barker Appointed as Administrators
----------------------------------------------------------
LP SD Ninety Seven Limited was placed into administration in the
High Court of Justice, Business and Property Courts of England and
Wales (ChD), Court Number CR-2025-007829. Martin C Armstrong and
Andrew R Bailey of Turpin Barker Armstrong were appointed as
administrators on Nov. 6, 2025.
The company operated as a dispensing chemist in specialized
stores.
Its registered office is at Jhoots Pharmacy Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.
Its principal trading address is at 446-448 Kinson Road,
Bournemouth, BH10 5EY.
The administrators can be reached at:
Martin C Armstrong
Andrew R Bailey
Turpin Barker Armstrong
Allen House, 1 Westmead Road
Sutton, Surrey, SM1 4LA
For further details, contact:
Tel No: 020 8661 7878
Email: jhoots.creditors@turpinba.co.uk
LP ONE HUNDRED THREE : Turpin Barker Appointed as Administrators
----------------------------------------------------------------
LP SD One Hundred Three Limited was placed into administration in
the High Court of Justice Court Number CR-2025-007825. Martin C
Armstrong and Andrew Richard Bailey of Turpin Barker Armstrong were
appointed as joint administrators on Nov. 6, 2025.
The company operated as a dispensing chemist in specialized
stores.
Its registered office is at Jhoots Pharmacy Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.
Its principal trading address is at 1 Sterling Street, Grimsby,
DN31 3AE.
The administrators can be reached at:
Martin C Armstrong
Andrew Richard Bailey
Turpin Barker Armstrong
Allen House, 1 Westmead Road
Sutton, Surrey, SM1 4LA
For further details, contact:
Tel No: 020 8661 7878
Email: jhoots.creditors@turpinba.co.uk
MOLOSSUS BTL 2025-1: S&P Puts BB- (sf) Rating to Class F-Dfrd Notes
-------------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Molossus BTL
2025-1 PLC's (Molossus 2025-1) class A notes and class B-Dfrd to
F-Dfrd interest deferrable notes. At closing, Molossus 2025-1 also
issued unrated class G and Z notes and unrated certificates.
Molossus 2025-1 is a static RMBS transaction that securitizes a
portfolio of GBP258.9 million buy-to-let (BTL) mortgage loans
secured on properties in the U.K. (the closing pool). The loans
were originated by ColCap Financial UK Ltd. (ColCap UK). The
transaction includes a prefunded amount of 13.7%, comprising
GBP41.1 million of loans randomly drawn from an existing pool of
GBP57.5 million of loans currently offered to borrowers. The
GBP258.9 million closing pool, combined with the GBP41.1 million
prefunding loans, together make up the expected GBP300 million
combined pool.
The prefunding portfolio's credit characteristics are very similar
to the closing pool. S&P expects these prefunding loans to be sold
to the issuer from closing until the first interest payment date.
On the first interest payment date, if these loans are not
purchased, the unused prefunding amount will pay down the
collateralized notes pro rata, according to the principal
waterfall.
ColCap UK is a wholly-owned subsidiary of ColCal Financial Overseas
Holdings Ltd., which in turn is a wholly owned subsidiary of ColCap
Financial Ltd., a company incorporated in Australia. This is ColCap
UK's second securitization, after Molossus BTL 2024-1 PLC, which
also comprised solely first-lien BTL loans.
The historical performance of the lender's mortgage book has proven
relatively strong to date, with total arrears across first-lien BTL
mortgages remaining below 1.0%. The pool is considered prime, with
limited tolerance to adverse credit markers, such as arrears and
county court judgments.
At closing, a fully funded liquidity reserve account provides
support to the class A and B-Dfrd notes. The transaction also
features a general reserve account which provides support to the
class A to F-Dfrd notes. Principal can also be used to cure
interest shortfalls if the relevant class of notes is the most
senior outstanding.
The transaction has low excess spread at closing, driven by the
fixed rate the issuer pays upon the interest rate swap and the low
fixed rate on the pool. S&P expects excess spread to increase once
the loans revert to their reversionary rates, further strengthening
the transaction's ability to absorb potential losses.
At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer granted security over all of its assets in favor of the
security trustee.
S&P said, "There are no rating constraints in the transaction under
our counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote."
Ratings
Class Rating* Amount (mil. GBP)
A AAA (sf) 265.1
B-Dfrd AA- (sf) 17.1
C-Dfrd A (sf) 5.9
D-Dfrd BBB+ (sf) 4.0
E-Dfrd BB+ (sf) 2.1
F-Dfrd BB- (sf) 3.0
G NR 2.9
Z NR 4.5
Certificates NR N/A
NR--Not rated.
N/A--Not applicable.
PETROFAC LTD: S&P Downgrades ICR to 'D' on Administration Filing
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Petrofac
Ltd. to 'D' (default) from 'SD' (selective default).
The rating is assigned to Petrofac Ltd. and S&P understands the
group's operations continue to trade as normal.
On Oct. 27, 2025, U.K.-based oil services company Petrofac Ltd.
announced that it had applied to the High Court of England and
Wales to appoint administrators, and the holding company was
formally placed under administration on Oct. 28, 2025.
This follows the contract termination by the Dutch electricity
transmission operator, TenneT, of Petrofac Ltd.'s scope of work on
the 2-gigawatt offshore wind energy project with immediate effect.
The downgrade follows Petrofac Ltd. being placed under
administration on Oct. 28, 2025. S&P understands that the group's
operations will continue to trade, with only Petrofac Ltd. (the
ultimate holding entity) under administration at this stage.
This development follows the contract termination by a key
customer, TenneT, in Petrofac Ltd.'s troubled engineering and
construction division, ending its scope of work on a large
multibillion-euro offshore wind energy project in the Dutch-German
North Sea.
Subsequently, Petrofac announced that its restructuring plan was no
longer tenable in its current form.
S&P anticipates it will withdraw the ratings on Petrofac Ltd.
within 30 days.
SNJ HEALTH: Turpin Barker Appointed as Administrators
-----------------------------------------------------
SNJ Health Limited entered was placed into administration in the
High Court of Justice Court Number CR-2025-007837. Martin C
Armstrong and Andrew Richard Bailey of Turpin Barker Armstrong were
appointed as administrators on Nov. 6, 2025.
The company operated as a dispensing chemist in specialized
stores.
Its registered office is at Jhoots Pharmacy Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.
Its principal trading addresses are at:
- Somerset Bridge Medical Centre, Stockmoor Park Estate, Taunton
Road, Bridgwater, Somerset, TA6 6LD;
- 94 Moseley Avenue, Coundon, Coventry, CV6 1HQ;
- 200 Newport Road, Cowes, PO31 7ER;
- Beechwood Road, Bristol, BS16 3TD;
- 334 Derby Road, Lenton, Nottingham, NG7 2DW;
- 18 Corn Square, Leominster, HR6 8LR;
- 31-33 Wheelgate, Malton, YO17 7HT;
- 22 Rainham Shopping Centre, Rainham, Gillingham, ME8 7HW;
- 25-26 Fore Street, Salcombe, TQ8 8ET;
- 48-50 Main Street, Sedbergh, LA10 5BL;
- 100 Mount Road, Bath, BA2 1LN;
- 6 Market Square, South Petherton, TA13 5BT;
- Blackbrook Medical Centre, Lisieux Way, Taunton, TA1 2LB;
- Church Lane, Thorngumbald, Hull, HU12 9PA;
- Truro Health Park, Truro, TR1 2JA;
- 84-85 The Parade, High Street, Twerton, Bath, BA2 1DE;
- Longton Grove Surgery, 168 Locking Road, Weston Super Mare,
Somerset, BS23 3HQ;
- 40 Grange Road, West Kirby, Wirral, CH48 4EF;
- Unit 2 Former Hospital Site, East Street, Newton Abbot, Devon,
TQ12 4PT;
- Borough Road, Combe Martin, Ilfracombe, EX34 0AN;
- Newport Street, Tiverton, Devon, EX16 6NJ
The administrators can be reached at:
Martin C Armstrong
Andrew Richard Bailey
Turpin Barker Armstrong
Allen House, 1 Westmead Road
Sutton, Surrey, SM1 4LA
For further details, contact:
Tel No: 020 8661 7878
Email: jhoots.creditors@turpinba.co.uk
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2025. All rights reserved. ISSN 1529-2754.
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